F-1/A: Brenmiller Energy Seeks Up to $4 Million in Best Efforts Offering to Bolster Growth

Brenmiller Energy is launching a best efforts offering of ordinary shares and warrants, aiming to raise up to $4 million for general corporate purposes.

Summary

• Brenmiller Energy Ltd. is offering up to 3,003,003 ordinary shares along with Series B and Series C warrants to purchase additional ordinary shares.
• The company is also offering pre-funded warrants as an alternative to ordinary shares for investors who would exceed ownership thresholds.
• The assumed combined public offering price is $1.332 per ordinary share and accompanying warrants, with an exercise price of $1.332 per share for the warrants.
• The Series B warrants will expire five years from the initial exercise date, while the Series C warrants will expire 12 months from the initial exercise date.
• The offering is on a best efforts basis, with A.G.P./Alliance Global Partners acting as the sole placement agent.
• The company intends to use the net proceeds for general and administrative corporate purposes, including working capital and capital expenditures.
• Brenmiller Energy is an emerging growth company and a foreign private issuer, subject to reduced public company reporting requirements.
• The offering is expected to close one trading day after the securities purchase agreement is entered into, with the offering terminating on May 30, 2025, unless completed sooner or terminated earlier.
• The company's Dimona facility reached full automation, supporting a production capacity of 1 GWh annually as of the end of the first quarter of 2025.
• Brenmiller remains on track to complete the TES system commissioning for Tempo by the end of 2025.
• The company estimates that its bGen system will mitigate over 6,200 tons of carbon emissions annually and save Tempo an estimated $7.5 million over 15 years.
• The company has commenced the development of a TES system, the bGen ZERO Thermal Oil, or bGen ZTO, designed to electrify thermal oil for industrial applications, planned for commercial availability in 2026.
• Brenmiller has a global pipeline of commercial opportunities valued at over $500 million as of the date of this prospectus.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While the company is pursuing growth opportunities and has made progress in its operations, there are also significant financial risks and uncertainties that weigh on the outlook.

Positives

• The company's Dimona facility reached full automation, supporting a production capacity of 1 GWh annually as of the end of the first quarter of 2025.
• Brenmiller remains on track to complete the TES system commissioning for Tempo by the end of 2025.
• The company estimates that its bGen system will mitigate over 6,200 tons of carbon emissions annually and save Tempo an estimated $7.5 million over 15 years.
• Brenmiller has a global pipeline of commercial opportunities valued at over $500 million as of the date of this prospectus.

Negatives

• The offering is on a best efforts basis, meaning there is no guarantee that the company will raise the full $4 million.
• The company has a history of net losses and negative operating cash flows.
• The company's management has concluded that there are conditions that raise substantial doubt about its ability to continue as a going concern.
• The company may need to raise additional capital in the future, which could dilute existing shareholders.

Risks

• The company's management has concluded that there are conditions that raise substantial doubt about its ability to continue as a going concern, which could prevent it from obtaining new financing on reasonable terms or at all.
• The company has not yet generated significant revenues from its operations, and expects to continue incurring losses and negative cash flows from operations until it reaches profitability.
• Nasdaq may delist the company's securities from trading on its exchange, which could limit investors' ability to make transactions in its securities and subject the company to additional trading restrictions.
• The market price of the company's ordinary shares may be highly volatile and fluctuate substantially, which could result in substantial losses for purchasers of its ordinary shares and pre-funded warrants in this offering.
• Future sales of the company's ordinary shares could reduce the market price of its ordinary shares.
• There is no public market for the pre-funded warrants and warrants being offered in this offering.
• The best efforts structure of this offering may have an adverse effect on the company's business plan.
• The company's amended and restated articles of association provide that, unless the company consents in writing to an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit the company's shareholders' ability to choose the judicial forum for disputes with the company, its directors, shareholders, or other employees.

Future Outlook

The company plans to continue to offer its second-generation TES solution for direct purchase and integration, and to generate recurring revenue streams by partnering with clean energy utilities for grid services.

Industry Context

The document highlights the growing need for energy storage solutions to address the variability of renewable energy and the steady demand for industrial heat, estimating a $155 billion addressable market value for electrothermal energy storage (ETES).

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or competitors.
• However, it positions Brenmiller's bGen ZERO as a market-leading, high-performance TES system designed to deliver cost-efficient, zero-carbon emissions heat.
• The document mentions the company's focus on the electrification of heat for the industrial sector, which is a growing trend in the energy industry.
• The company's Dimona facility, with a target production capacity of 4 GWh, is expected to produce $200 million worth of bGen systems annually, which could position the company as a significant player in the thermal energy storage market.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential dilution from the issuance of new shares and warrants, but also potential for increased value if the company successfully executes its growth strategy.
• Employees: Continued employment and potential for career growth as the company expands.
• Customers: Access to innovative thermal energy storage solutions that can reduce carbon emissions and energy costs.
• Suppliers: Continued business relationships and potential for increased orders as the company grows.
• Creditors: Repayment of debt obligations and potential for increased creditworthiness as the company's financial performance improves.

Next Steps

• Complete the offering of ordinary shares and warrants.
• Continue the development and commercialization of the bGen ZERO and bGen ZTO systems.
• Pursue strategic partnerships and agreements to expand market reach.
• Continue the TES system commissioning for Tempo by the end of 2025.

Key Dates

Keywords

ordinary shares, warrants, pre-funded warrants, thermal energy storage, best efforts offering, capital raise, BNRG, Brenmiller Energy, energy storage, EaaS