Brenmiller Energy has acquired a 1.2 MWp photovoltaic facility in Hungary for approximately $1.1 million to support its planned industrial energy project. The site is strategically located adjacent to the Company's planned Partner in Pet Food Hungaria KFT project. This acquisition is expected to generate approximately $173,000 in average annual revenue, reflecting the Company's operation of the Facility following the purchase.

Financial Details

The transaction involves a purchase consideration of approximately $1.1 million. The Facility, with an installed capacity of 1.2 MWp, is projected to add steady revenue streams through its operational output.

Strategic Context

The acquisition aligns with Brenmiller Energy's strategy to expand its thermal energy storage solutions footprint. The proximity of the photovoltaic facility to the Partner in Pet Food Hungaria KFT site is intended to enhance the efficiency and integration of the broader industrial energy project. Brenmiller intends to expand the site into a BNRG360 hub that integrates renewable generation, energy storage, and industrial energy delivery. The expanded platform is expected to include up to 20 MW of solar generation, a 6 MWh battery energy storage system, a 12.5 MWh TES system, and direct electricity and heat supply to nearby industrial customers.

Brenmiller Energy Ltd. filed a prospectus dated June 18, 2026, for the resale of up to 5,905,055 ordinary shares by a selling shareholder. The registration covers shares issuable upon the conversion of preferred shares and the exercise of warrants associated with recent financing rounds. The company will not receive any proceeds from the resale of these ordinary shares, though it will receive cash proceeds equal to the exercise price of any ordinary warrants and pre-funded warrants that are exercised.

Registered Securities

The filing registers several classes of securities for resale. This includes 598,802 ordinary shares issuable upon the conversion of 1,000 June 1st, 2026 Convertible Preferred Shares, which have a stated value of $1,000 per share and a conversion price of $1.67 per share. An additional 598,802 ordinary shares are registered to cover potential anti-dilution adjustments. The registration also covers 598,802 ordinary shares issuable upon the exercise of June 1st, 2026 Ordinary Warrants, which have an exercise price of $14.56 per share, reducible to $2.00 upon shareholder approval.

Additional Warrants and Preferred Shares

The prospectus further registers 783,649 ordinary shares issuable upon the conversion of previously issued preferred shares, reflecting a 200% increase for potential anti-dilution adjustments. Under the SPA Amendment and Seventh Subsequent Closing, the company registered 750,000 ordinary shares issuable from June 15th, 2026 Convertible Preferred Shares and another 750,000 shares for potential anti-dilution adjustments. Additionally, 750,000 ordinary shares are registered for June 15th, 2026 Ordinary Warrants, with varying exercise prices of $14.56 and $2.00.

Short-Term and Pre-Funded Warrants

The registration includes 75,000 ordinary shares issuable upon the exercise of a pre-funded warrant. It also covers 500,000 ordinary shares issuable upon the exercise of warrants with a $2.00 exercise price and a seven-day exercise period, alongside another 500,000 ordinary shares for warrants with a $2.00 exercise price exercisable over five years. All share amounts related to the SPA Amendment and Seventh Subsequent Funding assume receipt of required shareholder approval.