20-F: Brenmiller Energy Reports Soaring Losses, Going Concern Doubt

Brenmiller Energy Ltd. reported a significant increase in net loss to $13.9 million in 2025, driven by higher operating losses and financial expenses, despite initial revenue generation from its thermal energy storage systems.

Summary

• Net loss increased by 105% to $13,905 thousand in 2025, up from $6,772 thousand in 2024.
• Operating loss rose by 21% to $12,738 thousand in 2025, compared to $10,562 thousand in 2024.
• Revenues for 2025 were $387 thousand, primarily from the sale of a thermal energy storage unit in Europe, compared to $0 in 2024.
• Cost of revenues increased by 265% to $3,596 thousand in 2025, largely due to a $1,642 thousand write-down of work-in-progress inventory.
• Cash and cash equivalents and restricted deposits increased by 20% to $4,945 thousand as of December 31, 2025.
• The company's management has concluded there is substantial doubt about its ability to continue as a going concern.
• Two reverse stock splits were effected: 5-for-1 on June 18, 2025, and 7-for-1 on January 26, 2026.
• The BNRG360 integrated energy platform was announced in January 2026, expanding the business model to bundled clean heat and power solutions.
• The 32 MWh bGen ZERO TES system for Tempo Beverages Ltd. completed assembly and commenced commissioning in February 2026, with full commissioning anticipated in H1 2026.
• The Wolfson Medical Center project broke ground in February 2026.
• The exclusive license agreement with Fortlev Energia Solar Ltd. was terminated by mutual understanding during 2024.
• The Enel Produzione S.p.A. contract was formally terminated on November 27, 2025, with ownership of the TES system transferred to Enel.
• The company secured $7.8 million in gross proceeds from preferred shares and warrants issued to Alpha Capital Anstalt in 2025, with potential for up to $25 million in total financing.
• Outstanding warrants and preferred shares contain full-ratchet anti-dilution provisions, leading to significant dilution for shareholders.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a challenging period, marked by significantly increased losses and a going concern warning, despite some progress in commercialization and capital raising efforts. The substantial inventory write-down and financial expenses are concerning.

Positives

• Generated initial revenues of $387 thousand in 2025 from the sale of a thermal energy storage unit in Europe, marking a step towards commercialization.
• Cash and cash equivalents and restricted deposits increased by 20% to $4,945 thousand as of December 31, 2025, from $4,130 thousand in 2024.
• Net cash provided by financing activities increased to $11,500 thousand in 2025, up from $10,939 thousand in 2024, indicating continued ability to raise capital.
• Successfully completed assembly and commenced commissioning of the 32 MWh bGen ZERO TES system at Tempo Beverages Ltd. in February 2026, with full commissioning expected in H1 2026.
• The Tempo project is estimated to mitigate over 6,200 tons of carbon emissions annually and save Tempo an estimated $7.5 million over 15 years.
• The bGen ZERO TES system was unveiled in August 2023, featuring improved efficiency (99% charging, 97% cycle efficiency), boosted energy density (34%), and fast response times (1 second).
• The SUNY Purchase College bGen installation is fully operational, heating the school's gymnasium, and is expected to eliminate approximately 550 metric tons of greenhouse gas emissions annually.
• Announced the BNRG360 integrated energy platform in January 2026, a strategic evolution to offer bundled clean heat and power solutions.
• The Dimona, Israel manufacturing facility has a designed annual production capacity of 1 GWh, with infrastructure to scale up to 4 GWh, potentially generating $200 million in annual system revenues.
• Formed a new joint venture, Brenmiller Europe S.L., in September 2024, to distribute products in Spain, Hungary, Germany, and Portugal.
• Secured a strategic cooperation agreement with Baran Energy in February 2025 to accelerate bGen ZERO project development and deployments in Israel.
• Received ISO 27001 certification for cybersecurity and is implementing the ISO 42001 artificial intelligence governance framework.

Negatives

• Reported a significant net loss of $13,905 thousand in 2025, a 105% increase from $6,772 thousand in 2024.
• Operating loss increased by 21% to $12,738 thousand in 2025, reflecting a pre-commercialization cost structure.
• Cost of revenues increased substantially by 265% to $3,596 thousand in 2025, primarily due to a $1,642 thousand write-down of work-in-progress inventory for a commercial-scale TES project.
• Shifted from net financial income of $3,790 thousand in 2024 to net financial expenses of $1,044 thousand in 2025, an unfavorable variance of $4,834 thousand, largely due to foreign exchange losses.
• Basic and diluted loss per ordinary share increased to $57.14 in 2025 from $45.27 in 2024.
• Management has concluded that conditions raise substantial doubt about the company's ability to continue as a going concern.
• Stockholders' equity of $3,494 thousand as of December 31, 2025, while above the Nasdaq minimum of $2.5 million, is noted as a risk in the summary risk factors, indicating ongoing concern about maintaining compliance.
• Outstanding warrants and preferred shares, particularly those with full-ratchet anti-dilution provisions, have caused and may cause further significant dilution to shareholders.
• The Local Service Agreement with Philip Morris Romania was terminated effective June 26, 2023.
• The exclusive license agreement with Fortlev Energia Solar Ltd. was terminated by mutual understanding during 2024.
• The Rotem 1 project ceased operations, and the subsidiary was liquidated in August 2025, resulting in a $229 thousand write-off in 2024.
• Project financing for the Partner in Pet Food Hungaria (PPF) project has not yet been finalized, and the project structure is being re-evaluated.
• A non-binding memorandum of understanding with Proactive Planet expired on December 7, 2024, without extension.
• The company did not draw on the remaining EUR 3.5 million tranche of the EIB credit facility, instead prioritizing localized production facilities.

Risks

• Substantial doubt about the ability to continue as a going concern due to recurring operating losses, negative operating cash flows, and an accumulated deficit of $116,105 thousand as of December 31, 2025.
• Need to raise substantial additional funding, which may not be available on acceptable terms or at all, potentially requiring curtailment of commercialization and development efforts.
• High dependence on the successful development, marketing, and sale of proprietary technology, facing competition from existing and new technologies.
• Exposure to volatility in commodity prices of fossil fuels and electricity, which could impact the commercial viability of alternative energies and profitability.
• Potential for unexpected maintenance warranty expenses or service claims that could reduce profits.
• Dependence on third-party manufacturers and suppliers, leading to vulnerability to supply shortages, increased costs, and quality issues.
• Dependence on third-party service providers, where failure to maintain high quality could impair product utility and reputation.
• Reliance on certain raw materials, with changes in price or availability impacting efficient production.
• International activities expose the company to operational risks in new territories, including unfamiliar regulatory environments and compliance challenges.
• Requirement to obtain and uphold permits, certifications, and authorizations in various jurisdictions, with potential for delays or inability to secure them.
• The evolving and rapidly developing regulatory scheme in the energy storage integration field may affect operations and project timelines.
• Potential for litigation for various claims, which could be expensive, time-consuming, and divert management attention.
• Management team has limited experience managing a U.S. reporting company, potentially diverting attention from day-to-day business.
• Business may be impacted by changes in general economic conditions, including inflation and reduced customer spending.
• Changes in environmental laws and regulations, or fundamental changes in government agency operations (e.g., impact of potential changes to the Inflation Reduction Act), could reduce demand or delay services.
• Security breaches, including cybersecurity incidents, could adversely affect business and operations, despite ISO 27001 certification and ongoing ISO 42001 implementation.
• Risk of Nasdaq delisting due to failure to maintain continued listing criteria, including minimum bid price and stockholders' equity requirements.
• Substantial future sales or other issuances of Ordinary Shares, including from outstanding warrants and preferred shares with full-ratchet anti-dilution protection, could depress the market price and cause significant dilution.
• Potential classification as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, leading to negative tax consequences for U.S. taxpayers.
• Political, economic, and military instability in Israel, where headquarters and most operations are located, could adversely affect operations, supply chains, and ability to raise funds.
• Exposure to fluctuations in currency exchange rates (NIS, USD, EUR) could adversely affect results of operations.
• Obligation to pay royalties on government grants (IIA, Israeli Ministry of Energy, BIRD Foundation, NYPA) and restrictions on transferring intellectual property or know-how outside of Israel.
• The BNRG360 strategy may require substantial capital commitments and increase financing needs and exposure to long-term contractual and project risks.
• Difficulty enforcing covenants not-to-compete under Israeli law, potentially leading to increased competition.
• Provisions of Israeli law and articles of association may delay or prevent mergers or acquisitions.
• Difficulty enforcing U.S. court judgments against the company or its executive officers/directors in Israel.
• Shareholder rights and responsibilities governed by Israeli laws, which differ from U.S. laws.
• Potential claims for remuneration or royalties for assigned service invention rights by employees.
• Exclusive forum provision in articles of association may limit shareholders' ability to choose judicial forum.

Future Outlook

Brenmiller Energy plans to continue commercializing its bGen TES systems and services, expecting revenues to increase over time but not fully support operations in the near term. The company is focused on executing initial projects and securing additional financing. The BNRG360 strategy, launched in January 2026, aims to expand the business model to offer bundled clean heat and power solutions, potentially enhancing access to financing and future cash flows. Research and development expenses are expected to slightly decrease as the company transitions from primary development to optimization. The Cadiz Project in Spain is expected to reach a final investment decision by the end of 2026, and an initial joint bGen TES project with ENASCO Ltd. is targeted for launch as early as 2027, with a longer-term pipeline through 2035.

Management Comments

• "We are a leading energy company powered by proprietary thermal energy storage, or TES, technology, specializing in energy supply to industrial clients through our patented bGen systems."
• "Our unique technology enables full vertical integration from renewable energy assets and grid management to reliable end-customer delivery for factories requiring power and heat."
• "By aligning variable renewable generation with real time industrial heat demand, we reduce carbon emissions and energy costs while enabling clients to strengthen their energy independence and long-term operational resilience."
• "Our management has concluded that these conditions raise substantial doubt about our ability to continue as a going concern."
• "Managements plans to address this uncertainty include continued focus on commercialization, execution of initial projects and securing additional financing as required."
• "We believe the successful deployment in collaboration with NYPA strengthens our strategic positioning with U.S. public-sector and institutional customers seeking electrified, low-carbon thermal energy solutions."
• "Through continuous assessment and improvement, guided by international standards and the expertise of a dedicated team, we are committed to addressing cybersecurity to maintain the trust and confidence of our stakeholders."

Industry Context

StockSavvy.ai notes that Brenmiller Energy operates in the rapidly expanding and critical thermal energy storage (TES) market, driven by increasing global electricity demand, industrial decarbonization efforts, and the need for grid stability amidst renewable energy integration. The company's bGen technology, utilizing crushed rock, positions it as a competitor against other TES providers like Antora, Energy Nest, KraftBlock, Kyoto, and Rondo, which use different storage media. The industry is characterized by significant investment in new technologies and evolving regulatory frameworks. Brenmiller's EaaS and BNRG360 strategies align with the broader trend of integrated energy solutions and outsourcing energy infrastructure, addressing the substantial global need for net-zero heat, projected to be between $1.7 trillion and $3.6 trillion.

Comparison to Industry Standards

• Brenmiller's bGen ZERO boasts 99% charging efficiency and 97% cycle efficiency (power to heat), which are competitive figures in the TES market.
• The bGen ZERO's 34% improvement in energy density and 40% improvement in discharge power represent significant advancements compared to prior bGen systems.
• The use of crushed rock as a storage medium offers environmental benefits and long-term durability, avoiding hazardous impacts and degradation seen in some other storage solutions.
• Competitors like Antora (solid carbon), Kyoto (molten salt), Rondo (Shamot Bricks), and Energy Nest (special developed concrete) utilize different storage media, each with varying cost, maintenance, and temperature limitations.
• Brenmiller emphasizes its modularity and solutions for small-scale operations without impairing economic feasibility, which could differentiate it from larger, less flexible systems.
• The company's 'mature stage of TRL' (Technology Readiness Level) and movement towards commercialization are highlighted as advantages over some competitors in the nascent TES market.

Management Changes

Corporate Governance

Legal Proceedings

• As of the date of this annual report, the company is not currently a party to any legal proceedings that are likely to have a material adverse effect on its business. However, litigation can have an adverse impact due to defense and settlement costs, and diversion of management resources.

Related Party Transactions

• Employment and advisory agreements with executive officers, including customary noncompetition, confidentiality, and assignment of inventions provisions.
• Indemnification agreements and exemption letters granted to all directors and senior management, approved by shareholders on December 5, 2024.
• Mr. Avraham Brenmiller (CEO and Chairman) participated in the November 2022 private placement, purchasing 1,843 units (Ordinary Shares and warrants) for $1,000 thousand.
• Mr. Avraham Brenmiller's unpaid salary balance of NIS 790 thousand (approx. $225 thousand) as of December 31, 2022, was converted into 14,822 units (Ordinary Shares and warrants) in January 2023; these warrants expired on January 24, 2025.
• Options and restricted shares granted to officers and directors under the 2013 global incentive option plan.
• Mr. Avraham Brenmiller is the father of Doron Brenmiller (Chief Business Officer and Director) and Nir Brenmiller (Deputy CEO and Director).

Stakeholder Impact

• Shareholders: Significant dilution from recent capital raises, particularly due to full-ratchet anti-dilution provisions in warrants and preferred shares. Risk of Nasdaq delisting could limit liquidity and investor interest. Going concern uncertainty poses a fundamental risk to investment value.
• Employees: Continued employment of key personnel is crucial for operational success. Israeli labor laws and potential claims for service invention rights are relevant.
• Customers: Benefits from EaaS model (no upfront capital, reduced operational risk, emissions reductions) and bGen technology for decarbonization and energy stability. Risks include potential delays in project commissioning and reliance on third-party service providers.
• Suppliers/Manufacturers: Dependence on third-party suppliers for critical components makes the company vulnerable to supply chain disruptions and cost increases.
• Creditors: The EIB loan agreement contains covenants that restrict company actions and an event of default clause for delisting, which could impact repayment obligations.

Next Steps

• Continue commercialization of products and services.
• Execute initial projects and secure additional financing.
• Complete commissioning of the Tempo project during the first half of 2026.
• Advance the BNRG360 integrated energy platform, subject to development sequencing, commercial prioritization, and capital allocation.
• Continue R&D activities for next-generation products with higher densities and temperatures.
• Evaluate potential modifications and finalize financing for the Partner in Pet Food Hungaria (PPF) project.
• Work on developing additional projects, including the Cadiz Project (FID by end of 2026) and an initial SMR-integrated TES project with ENASCO Ltd. (target launch 2027).
• Ongoing implementation of the ISO 42001 artificial intelligence governance framework.
• Monitor and adapt cybersecurity policies and practices through periodic reassessment and third-party evaluations.
• File registration statements with the SEC for the resale of ordinary shares underlying Alpha's preferred shares, pre-funded warrants, and ordinary warrants.

Key Dates

Recommendation

The company faces severe financial distress, evidenced by a 105% increase in net loss to $13.9 million in 2025, recurring operating losses, and an accumulated deficit of $116.1 million. The independent auditor's 'going concern' warning highlights fundamental solvency risks. While some commercial progress is noted, the substantial inventory write-down and ongoing need for significant external financing, coupled with aggressive anti-dilution provisions that heavily dilute existing shareholders, indicate a highly precarious financial position. The risk of Nasdaq delisting further exacerbates liquidity concerns. Given these profound financial challenges and uncertainties, a seasoned investor would likely recommend selling to mitigate further capital erosion.

Keywords

Thermal Energy Storage, TES, bGen, Energy-as-a-Service, EaaS, Decarbonization, Renewable Energy, Industrial Heat, Energy Efficiency, Israel Innovation Authority, Nasdaq Listing, Going Concern, Capital Raise, Dilution, Cybersecurity, Israel Geopolitics, BNRG360, Green Hydrogen, Data Centers, Sustainability