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1、2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm1/68F-1/A 1 ea0240307-f1a1_brenmiller.htm AMENDMENT NO.1 TO FORM F-1As filed with the Securities and Exchan

2、ge Commission on May 1,2025.Registration No.333-286789 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,DC 20549 Amendment No.1to FORM F-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRENMILLER ENERGY LTD.(Exact name of registrant as specified in its charter)State of Israel 4961

3、Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Avraham Brenmiller Chief Executive Officer Brenmiller Energy U.S.Inc.13 Amal St.4th Floor,Park Afek 21 Morningside Dr.Rosh Haayin,480

4、9249,Israel Weatogue,CT 06089Tel:+972-77-693-5140 Tel:(646)480-0290(Address,including zip code,and telephone number,(Name,address,including zip code,and telephoneincluding area code,of registrants principal executiveoffices)number,including area code,of agent for service)Copies to:Oded Har-Even,Esq.

5、Eric Victorson,Esq.Sullivan&Worcester LLP1251 Avenue of the AmericasNew York,NY 10020Tel:(212)660-3000 Reut Alfiah,Adv.Gal Cohen,Adv.Sullivan&WorcesterTel-Aviv(Har-Even&Co.)HaArbaa Towers28 HaArbaa St.North Tower,35th FloorTel-Aviv,Israel 6473925T+972-74-758-0480 Leslie Marlow,Esq.Patrick J.Egan,Esq

6、.Blank Rome LLP1271 Avenue of the AmericasNew York,NY 10020Tel:(212)885-5000 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date hereof.If any of the securities being registered on this form are to be offered on a delayed or continuous basi

7、s pursuant to Rule 415 underthe Securities Act,check the following box.If this form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective reg

8、istration statement for the sameoffering.If this form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this for

9、m is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging gr

10、owth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with

11、any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.

12、htm2/68 The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay

13、 its effectivedate until the registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act or until the registration statement shallbecome effective on such date as the Commis

14、sion,acting pursuant to said Section 8(a),may determine.2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm3/68 The information in this prospectus is not comp

15、lete and may be changed.We may not sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sellthese securities and is not soliciting an offer to buy these securities in any state where the offer or sale

16、is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONDATED MAY 1,2025 Up to 3,003,003 Ordinary Shares Series B Warrants to purchase up to 3,003,003 Ordinary Shares Series C Warrants to purchase up to 3,003,003 Ordinary Shares Up to 6,006,006 Ordinary Shares underlying such Warrants Pre-Funded

17、 Warrants to purchase up to 3,003,003 Ordinary Shares Up to 3,003,003 Ordinary Shares underlying such Pre-Funded Warrants Brenmiller Energy Ltd.We are offering on a“best efforts”basis up to 3,003,003 ordinary shares,no par value per share,or Ordinary Sharestogether with a Series B warrant to purchas

18、e up to 3,003,003 Ordinary Shares,or a Series B Warrant,and a series C warrant topurchase up to 3,003,003 Ordinary Shares,or a Series C Warrant and,together with the Series B warrant,the Warrants,to purchasean aggregate of up to 6,006,006 Ordinary Shares at an assumed combined public offering price

19、of$1.332 per Ordinary Share andaccompanying Warrants(assuming a public offering price equal to the last sale price of our Ordinary Shares as reported by theNasdaq Capital Market,or the Nasdaq,on April 24,2025 of$1.332).Each Warrant is assumed to have an exercise price of$1.332per Ordinary Share(100%

20、of the public offering price per Ordinary Share and accompanying Warrant)and will be exercisable uponissuance,or the Initial Exercise Date.The Series B Warrants will expire five years from the Initial Exercise Date and the Series Cwarrants will expire 12 months from the Initial Exercise Date.We are

21、also offering to each purchaser,if any,whose purchase of Ordinary Shares in this offering would otherwise resultin the purchaser,together with its affiliates and certain related parties,beneficially owning more than 4.99%(or,at the election ofthe purchaser,9.99%)of our outstanding Ordinary Shares im

22、mediately following the consummation of this offering,theopportunity to purchase,if the purchaser so chooses,pre-funded warrants,or the Pre-Funded Warrants,in lieu of Ordinary Sharesthat would otherwise result in the purchasers beneficial ownership exceeding 4.99%(or,at the election of such purchase

23、r,9.99%)of our outstanding Ordinary Shares.Each Pre-Funded Warrant will be immediately exercisable for one Ordinary Share and may beexercised at any time until all of the Pre-Funded Warrants are exercised in full.The purchase price of each Pre-Funded Warrant willequal the price per share at which th

24、e Ordinary Shares are being sold to the public in this offering,minus$0.0001,and the exerciseprice of each Pre-Funded Warrant will be$0.0001 per share.For each Pre-Funded Warrant we sell,the number of Ordinary Shareswe are offering will be decreased on a one-for-one basis.There is no established pub

25、lic trading market for the Warrants and Pre-Funded Warrants and we do not expect a market to develop.We do not intend to apply for a listing of the Warrants or the Pre-Funded Warrants on any national securities exchange.This offering also relates to the Ordinary Shares issuable upon exercise ofany W

26、arrants or Pre-Funded Warrants sold in this offering.Each Ordinary Share or Pre-Funded Warrant to purchase one OrdinaryShare is being sold together with a Warrant to purchase one Ordinary Share.Our Ordinary Shares are listed on the Nasdaq Capital Market,or Nasdaq,under the symbol“BNRG.”The last repo

27、rtedsale price on Nasdaq of our Ordinary Shares on April 29,2025 was$1.19 per share.We are an emerging growth company,as defined in the Jumpstart Our Business Startups Act of 2012,or the JOBS Act,and a“foreign private issuer”,as defined in Rule 405 under the U.S.Securities Act of 1933,as amended,or

28、the Securities Act,andare subject to reduced public company reporting requirements.2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm4/68We have assumed a pu

29、blic offering price of$1.332 per Ordinary Share,the last reported sale price on Nasdaq of ourOrdinary Shares on April 24,2025.The actual offering price per Ordinary Share and accompanying Warrants or Pre-FundedWarrant and accompanying Warrant,will be negotiated between us and the investors,in consul

30、tation with the placement agentbased on,among other things,the trading price of our Ordinary Shares prior to the offering and may be at a discount to the currentmarket price.Therefore,the assumed public offering price used throughout this prospectus may not be indicative of the finaloffering price.2

31、025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm5/68 Investing in our securities involves a high degree of risk.See“Risk Factors”beginning on page 9.Neither

32、 the Securities and Exchange Commission,or the SEC,nor any state or other foreign securities commissionhas approved nor disapproved these securities or determined if this prospectus is truthful or complete.Any representationto the contrary is a criminal offense.We have engaged A.G.P./Alliance Global

33、 Partners,A.G.P.,or the placement agent,as our sole placement agent,to use itsbest efforts to solicit offers to purchase our securities in this offering.The placement agent has no obligation to purchase anysecurities from us or to arrange for the purchase or sale of any specific number or dollar amo

34、unt of the securities.Because there isno minimum offering amount required as a condition to closing in this offering the actual public offering amount,placementagents fee,and proceeds to us,if any,are not presently determinable and may be substantially less than the total maximum offeringamounts set

35、 forth in this prospectus.We have agreed to pay the placement agent the placement agent fees set forth in the tablebelow.See“Plan of Distribution”in this prospectus for more information.The securities will be offered at a fixed price and are expected to be issued in a single closing.The offering wil

36、l terminateon May 30,2025 unless completed sooner or unless we decide to terminate the offering(which we may do at any time in ourdiscretion)prior to that date;however,our Ordinary Shares underlying the Pre-Funded Warrants and the Warrants will be offeredon a continuous basis pursuant to Rule 415 un

37、der the Securities Act.We expect to enter into a securities purchase agreement,orSecurities Purchase Agreement,relating to the offering with those investors that choose to enter into such an agreement on the daythat the registration statement of which this prospectus forms a part is declared effecti

38、ve and that the closing of the offering willend one trading day after we first enter into such Securities Purchase Agreement relating to the offering.The offering will settledelivery versus payment/receipt versus payment(on the closing date we will issue the Ordinary Shares directly to the account(s

39、)atthe placement agent identified by each purchaser;upon receipt of such shares,the placement agent shall promptly electronicallydeliver such shares to the applicable purchaser,and payment therefor shall be made by the placement agent(or its clearing firm)bywire transfer to us.We and the placement a

40、gent have not made any arrangements to place investor funds in an escrow account or trust accountsince the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.As statedabove,since this is a best efforts offering,the placement agent does not

41、 have an obligation to purchase any securities,and,as aresult,there is a possibility that we may not be able to sell the securities.There is no minimum offering requirement as a conditionof closing of this offering.Because there is no minimum offering amount required as a condition to closing this o

42、ffering,we maysell fewer than all of the securities offered hereby,which may significantly reduce the amount of proceeds received by us,andinvestors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue ourbusiness goals described in

43、 this prospectus.In addition,because there is no escrow account and no minimum offering amount,investors could be in a position where they have invested in our company,but we are unable to fulfill all of our contemplatedobjectives due to a lack of interest in this offering.Further,any proceeds from

44、the sale of securities offered by us will be availablefor our immediate use,despite uncertainty about whether we would be able to use such funds to effectively implement our businessplan.See the section entitled“Risk FactorsRisks Related to this Offering and the Ownership of our Ordinary Shares,Warr

45、antsand Pre-Funded Warrants”for more information.PerOrdinaryShare andAccompanyingWarrants PerPre-FundedWarrant andAccompanyingWarrants Total Public offering price$Placement agent fees(1)$Proceeds to us(before expenses)(2)$(1)Represents a cash fee equal to 7.0%of the aggregate gross proceeds raised i

46、n this offering,with certain limited exceptions,including(a)a credit back to us of 2.0%of the aggregate gross proceeds raised in this offering from certain investors,and(b)aplacement agent fee of 3.5%of the aggregate gross proceeds raised in this offering for any investment by a certain investor(ori

47、ts affiliates)with a substantial,pre-existing relationship with us.We have also agreed to reimburse the placement agent forcertain of its offering-related expenses and pay the placement agent a non-accountable expense allowance.See“Plan ofDistribution”beginning on page 31 of this prospectus for a de

48、scription of the compensation to be received by the placementagent.(2)Does not give any effect to any exercise of the Warrants and/or Pre-Funded Warrants being issued in this offering.We anticipate that delivery of the Ordinary Shares and Pre-Funded Warrants,together with the accompanying Warrants,i

49、sexpected to be made on or about ,2025,subject to customary closing conditions.2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm6/68 Sole Placement Agent A.

50、G.P.The date of this prospectus is ,2025 2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm7/68 TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1THE OFFERING 5RISK

51、 FACTORS 8CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 14USE OF PROCEEDS 15DIVIDEND POLICY 16CAPITALIZATION 17DILUTION 18DESCRIPTION OF SHARE CAPITAL 19DESCRIPTION OF THE SECURITIES WE ARE OFFERING 25TAXATION 30PLAN OF DISTRIBUTION 31EXPENSES 34LEGAL MATTERS 34EXPERTS 34ENFORCEABILITY OF CIV

52、IL LIABILITIES 34WHERE YOU CAN FIND ADDITIONAL INFORMATION 36INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 37 i2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmi

53、ller.htm8/68 You should rely only on the information contained in this prospectus and any free writing prospectus prepared byor on behalf of us or to which we have referred you.We have not authorized anyone to provide you with differentinformation.We are offering to sell our securities,and seeking o

54、ffers to buy our securities,only in jurisdictions where offers and sales are permitted.The information in this prospectus is accurate only as of the dateof this prospectus,regardless of the time of delivery of this prospectus or any sale of our securities.For investors outside of the United States:N

55、either we nor the placement agent have done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required,other than inthe United States.You are required to inform yourselves about and to observe any restriction

56、s relating to this offering and thedistribution of this prospectus.In this prospectus,“we,”“us,”“our,”the“Company”and“Brenmiller”refer to Brenmiller Energy Ltd.and itssubsidiaries,Brenmiller Energy(Rotem)Ltd.,a company incorporated under the laws of the State of Israel,Brenmiller Energy U.S.Inc.,a c

57、ompany incorporated under the laws of Delaware,United States,Brenmiller Energy NL B.V.,a company incorporatedunder the laws of the Netherlands,and Brenmiller Europe S.L.,a company incorporated under the laws of the Kingdom of Spain,or Brenmiller Europe.All trademarks or trade names referred to in th

58、is prospectus are the property of their respective owners.Solely forconvenience,the trademarks and trade names in this prospectus are referred to without the and symbols,but such referencesshould not be construed as any indicator that their respective owners will not assert,to the fullest extent und

59、er applicable law,theirrights thereto.We do not intend the use or display of other companies trademarks and trade names to imply a relationship with,orendorsement or sponsorship of us by,any other companies.Our reporting and functional currency is the U.S.dollar.Unless otherwise expressly stated or

60、the context otherwiserequires,references in this prospectus to“NIS”are to New Israeli Shekels,to“dollars”,“USD”or“$”are to U.S.dollars,and to“EUR”or“”are to the Euro.This prospectus contains translations of NIS amounts into U.S.dollars.Unless otherwise noted,allconversion rates from NIS to U.S.dolla

61、rs in this prospectus were made at a rate of NIS 3.647 per$1.00 per U.S.dollar,theexchange rate as of December 31,2024 published by the Bank of Israel.The aforementioned exchange rate is provided solely foryour convenience and may differ from the actual rates used in the preparation of the consolida

62、ted financial statements incorporatedby reference in this prospectus and other financial data appearing in this prospectus.This prospectus includes statistical,market and industry data and forecasts which we obtained from publicly availableinformation and independent industry publications and report

63、s that we believe to be reliable sources.These publicly availableindustry publications and reports generally state that they obtain their information from sources that they believe to be reliable,butthey do not guarantee the accuracy or completeness of the information.We report in accordance with ac

64、counting principles generally accepted in the United States of America,or U.S.GAAP.ii2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm9/68 PROSPECTUS SUMMAR

65、Y This summary highlights information contained elsewhere in this prospectus.This summary does not contain all of theinformation you should consider before investing in our securities.Before you decide to invest in our securities,you should readthe entire prospectus carefully,including the“Risk Fact

66、ors”section and the financial statements and related notes thereto andthe other information incorporated by reference herein.Our Company We are a technology company that develops,produces,markets and sells thermal energy storage,or TES,systems basedon our proprietary and patented bGen technology.Our

67、 technology enables the electrification and decarbonization of theindustrials sector,resulting in better integration with renewable energy sources and a reduction in carbon emissions.We believe that climate change is the greatest challenge of our times.A major contributor to climate change is carbon

68、emissions being emitted to the atmosphere.To combat this,countries and organizations have set and are continuing to set targetsfor themselves and various industries to reduce their carbon emissions.In order to meet such carbon emission targets,we believethat we can contribute to expediting the trans

69、ition from fossil fuels to a widescale adoption of renewable energy,such as carboncapture,efficient energy storage and recovery,and benefitting from the reuse of wasted heat.Our bGen TES system storesenergy,and can convert electrical energy to heat,and/or recover wasted heat from available energy re

70、sources to provide oneconsistent energy output.By doing so,the bGen TES system can produce clear steam that precisely matches energy supplieswith the demand and bridge the gap between renewable energy and conventional power sources.Accordingly,we believe TESsystems such as our bGen system have becom

71、e essential to the industrial sectors and the renewable energy market to ensurethe reliability and stability of steam and other energy supplies.We have developed our bGen technology over the last thirteen years and have tested it across three generations ofdemonstration units at various sites global

72、ly.Our bGen technology uses crushed rocks to store heat at temperatures of up to1,400 degrees Fahrenheit(760 degrees Celsius)and is comprised of several key elements inside one unit:thermal storage unitscalled bCubestm,heaters,heat exchangers,electricity conversion to high temperature heat and a ste

73、am generator.The use ofcrushed rock as a means of heat storage results in no hazardous challenges to the environment and enhances system durability sothat even after tens of thousands of charge and discharge cycles,the storage material does not degrade and so there is no need toreplace the storage m

74、edia.Additionally,the bGen technology can be charged with multiple heat sources,such as,residualheat,and electrical heat from renewables,as well as from electrical sources using electric heaters which are embedded within theTES system.The TES system dispatches thermal energy on demand in the form of

75、 steam,which can be saturated for industrialuse,or in the form of a superheated steam,which can be used to activate steam turbines.In 2023,we also started the implementation of our new business models,the Energy as a Service,or EaaS,model,which includes also the Heat as a Service,or HaaS,model,where

76、in we install a TES bGentm system for the benefit of third partycustomers at a customers site and provide operation and maintenance services.We then sell energy(steam,hot air,etc.)to thecustomer at agreed upon prices.The EaaS model is more suitable to industrial customers who are not energy experts

77、and wish tooutsource their energy services.12025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm10/68 On August 9,2023,we unveiled the next generation of our m

78、arket-leading,high-performance TES system,the bGenZERO as part of our strategic focus to deliver cost-efficient,zero-carbon emissions heat.By electrifying heat,the bGen ZEROis designed to address growing market demand for decarbonization solutions in the industrial and power sectors.The bGenZERO off

79、ers a modular,flexible design with fast charge and discharge times,all without the use of hazardous materials.Additional highlights and improvements from prior bGen systems include:Improved Efficiency:33%reduction in heat loss,99%charging efficiency,97%cycle efficiency(power to heat),and 98%year-rou

80、nd availability.Boosted Energy Density:34%improvement in energy density and 40%improvement in discharge power.Swift Response and Continuous Operation:Engineered for fast one second response rate and uninterruptedoperation at maximum capacity,tailored for high demands of the power grid for reserve po

81、wer and stability.Compact and Modular:Fully modular,productized solution that ensures the highest quality standards,rapid on-siteinstallation,and commissioning.Occupies minimal space due to its unlimited storage height.Impressive Steam Power Generation:Delivers substantial steam power generation,off

82、ering a stable steam supplyfor various power,commercial and industrial applications.Smart and Safe Operations:Features an intelligent module operation package with predictive maintenance andoptimized performance based on market prices one day ahead,coupled with storage performance insights.Remotecon

83、trol operation via the Brenmiller control center.Robust cyber protection measures to ensure security andreliability.The unveiling of this new product underscores a strategic evolution in our focus on power-to-heat for the industrialmarket.The bGen ZERO design,paired with performance improvements,pre

84、sents a multi-use solution to tap intodecarbonization which we believe will unlock new revenue streams across applications including grid services.We have alsoidentified two avenues in which to offer our product in order to expand access to our TES solution:Direct Equipment Sale:We continue to offer

85、 our second-generation TES solution for direct purchase by andintegration with industrial facilities and power plants.We plan to generate recurring revenues through royalties andby providing,inter alia,after sales services such as operations,maintenance,and optimization.Energy as a Service:We plan t

86、o generate recurring revenue streams by partnering with clean energy utilities forgrid services.We provide the bGen ZERO technology and integration while the partner provides clean electricityand financial support.Engaging in grid services unlocks a new,significant revenue stream,while the end custo

87、merbenefits from no capital expenditures,reduced operation risk,and emissions reductions.The bGen ZERO helpsboost flexibility and stability for power grids by using excess renewable energy to generate heat.22025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmille

88、r.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm11/68 Business Updates Dimona,Israel Production Facility We manufacture our proprietary bCube components for our TES systems at our production facility in Dimona,Israel.After production,TES system com

89、ponents are shipped to customer sites for on-site assembly.The current production line isdesigned to support an annual capacity of up to 1 GWh of bCube thermal storage units,which aligns with our existing projectpipeline.Our Dimona facility,inaugurated on May 2,2023,is Industry 4.0 compliant and has

90、 been designed to accommodate afully automated production process.As of the end of the first quarter of 2025,the facility reached full automation,supporting aproduction capacity of 1 GWh annually.The facility is built with infrastructure and flexibility to scale up to a productioncapacity of up to 4

91、 GWh per year,subject to increased market demand and the receipt of additional orders beyond our currentcapacity.The facility has also been designed with replicability in mind,enabling the establishment of similar gigafactories instrategic markets such as Europe and the United States.This approach s

92、upports localized manufacturing,shortens supply chains,and reduces logistics costs.While the initial build-out of the Dimona plant was financed through a non-dilutive 7.5 million credit facilityagreement with the European Investment Bank,or the EIB,of which 4 million was withdrawn in July 2022we did

93、 not drawon the remaining 3.5 million tranche.Instead,we plan to prioritize investment in localized production facilities in Europe andthe U.S.to support our global expansion strategy.Tempo On February 13,2025,our contractor has started assembling our 32 MWh bGen ZERO TES system for Tempo.Accordingl

94、y,we remain on track to complete the TES system commissioning for Tempo by the end of 2025.The contractor isresponsible for ensuring that the construction and installation of Tempos bGen TES system complies with safety standards,includes mechanisms for supervision,reporting and coordination with Bre

95、nmiller,and stays on schedule.Under the contract weare is set to replace Tempos fossil fuel boilers with a 32 MWh bGen ZERO TES system.By enabling the switch from heatderived from fossil fuels to heat derived from electricity,eliminating the use of approximately 2,000 tons of heavy fuel eachyear,our

96、 bGen is estimated to mitigate over 6,200 tons of carbon emissions annually and save Tempo an estimated$7.5million over 15 years.bGen ZTO On February 4,2025,we announced that we have commenced the development of a TES system,the bGen ZEROThermal Oil,or bGen ZTO,designed to electrify thermal oil for

97、industrial applications.Planned for commercial availability in2026,bGen ZTO is a modular TES system that will combine an internal electric conversion for storage with integrated heatexchange,achieving nearly 100%cycle efficiency through simplified maintenance and indirect oil heating with minimaldeg

98、radation,smooth stability,and limited breakdown,if any,while heating thermal oil up to 340 degrees Celsius.Strategic Cooperation Agreement with Baran Energy On February 20,2025,we announced that we entered into a strategic cooperation agreement with Baran Energy,asubsidiary of the Baran Group Ltd.,o

99、r Baran,(TASE:BRAN),an international engineering company that provides management,design and financing solutions for large-scale infrastructure projects,to accelerate bGen ZERO project development anddeployments through sales,acquisitions,and operations of selected projects in Israel.To further bGen

100、 uptake within industrialsectors,we plan to sell certain projects to Baran,subject to the satisfaction of certain conditions precedent,benefiting fromBarans core project capabilities to ensure effective and timely deployment.Business Strategy and Addressable Markets Industrial heat accounts for 25%o

101、f global energy demand as well as one quarter of the worlds energy pollution.Asrenewable energy generation increases,the need for a reliable method to store clean energy is a major challenge facing theindustry and regulators.Electrothermal energy storage,or ETES,fills the gap between the variability

102、 of renewable energyavailability and the steady need for industrial heat demand,and is estimated at$155 billion of addressable market value.ETESalso charges by taking excess power off the grid when power is cheapest and stores the energy to output power as needed andwhen energy prices are higher.Our

103、 primary market is the electrification of heat for the industrial sector.We are focused on thesale of thermal storage equipment using several business models.To date,the completed projects employ the sale of equipment2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1

104、_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm12/68model in which we design and sell our equipment to third party customers,install the equipment at the customers site and thecustomer remains the owner of the equipment and we provide wa

105、rranty and maintenance services to the customer at apredetermined price as part of the sale package.32025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm13/68

106、In 2023,we also started the implementation of our new business model,the EaaS model,wherein we install a TESbGenTM system for the benefit of third-party customers at a customers site and provide operation and maintenance services.Wethen sell energy(steam,hot air,etc.)to the customer at agreed upon p

107、rices.The EaaS model is more suitable to industrialcustomers who are not energy experts and wish to outsource their energy services.In 2023,for the Tempo Beverages Ltd.,orTempo,project,we initiated our first EaaS contracts where we plan to own,finance,build and operate our TES systems at ornear our

108、customers sites and either sell the energy to the customer at a fixed energy price or receive a fixed revenue stream inconnection with the energy service provided to the customer.In both cases,we have granted the customer a right to acquire theTES system after fixed period.Backed by our TES gigafact

109、ory in Dimona,Israel,which at its full production capacity target of 4GWh is expected to produce$200 million worth of bGen systems annually,our position as a leader in thermal energy storagetranslated into a global pipeline of commercial opportunities valued at over$500 million as of the date of thi

110、s prospectus.We market our products through exclusive distributers in our target markets,with online marketing efforts to attractpotential customers,and direct outreach to potential customers through our sales team.Our primary target markets are in theUnited States,Europe,and Israel.We are initiatin

111、g commercial equipment sales or EaaS model agreements in many of thesetarget markets and,depending on their success,we expect to develop our sales and services for future customers in theseregions.Corporate Information We are an Israeli corporation based in Rosh Haayin,Israel,and were incorporated i

112、n Israel in 2012 as BrenmillerEnergy Consulting Ltd.On July 2,2013,we filed a name change certificate to change our name to Brenmiller Energy Ltd.InAugust 2017,we became a public company in Israel and our Ordinary Shares were listed for trade on the Tel Aviv StockExchange,or TASE.In May,2022,our Ord

113、inary Shares were listed and began trading on Nasdaq.On March 23,2023,weannounced our intension to voluntary delist our securities from trading on the TASE,which took effect on September 11,2023(the last trading day was September 7,2023).Our principal executive offices are located at 13 Amal St.4th

114、Floor,Park Afek,Rosh Haayin,4809249 Israel.Our telephone number in Israel is+972-77-693-5140.Our website address is https:/bren- information contained on,or that can be accessed through,our website is not part of this prospectus and is notincorporated by reference herein.We have included our website

115、 address in this prospectus solely as an inactive textualreference.Implications of Being an Emerging Growth Company We are an“emerging growth company,”as defined in Section 2(a)of the Securities Act,as modified by the JOBS Act.As such,we are eligible to,and intend to,take advantage of certain exempt

116、ions from various reporting requirements applicableto other public companies that are not“emerging growth companies”such as not being required to comply with the auditorattestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002,or the Sarbanes-Oxley Act.We could remain an“emerging gro

117、wth company”for up to five years,or until the earliest of(a)the last day of the first fiscal year in which ourannual gross revenue exceeds$1.235 billion,(b)the date that we become a“large accelerated filer”as defined in Rule 12b-2under the Securities Exchange Act of 1934,as amended,or the Exchange A

118、ct,which would occur if the market value of ourOrdinary Shares that is held by non-affiliates exceeds$700 million as of the last business day of our most recently completedsecond fiscal quarter,or(c)the date on which we have issued more than$1 billion in nonconvertible debt during the precedingthree

119、-year period.Implications of Being a Foreign Private Issuer We are subject to the information reporting requirements of the Exchange Act that are applicable to“foreign privateissuers,”and under those requirements we file reports with the SEC.As a foreign private issuer,we are not subject to the same

120、requirements that are imposed upon U.S.domestic issuers by the SEC.Under the Exchange Act,we are subject to reportingobligations that,in certain respects,are less detailed and less frequent than those of U.S.domestic reporting companies.Forexample,we are not required to issue quarterly reports,proxy

121、 statements that comply with the requirements applicable to U.S.domestic reporting companies,or individual executive compensation information that is as detailed as that required of U.S.domestic reporting companies.We also have four months after the end of each fiscal year to file our annual report

122、with the SECand are not required to file current reports as frequently or promptly as U.S.domestic reporting companies.Our officers,directors and principal shareholders are exempt from the requirements to report transactions in our equity securities and from theshort-swing profit liability provision

123、s contained in Section 16 of the Exchange Act.As a foreign private issuer,we are notsubject to the requirements of Regulation FD(Fair Disclosure)promulgated under the Exchange Act.In addition,as a foreignprivate issuer,we are permitted to follow certain home country corporate governance practices in

124、stead of those otherwiserequired under the Nasdaq Stock Market LLC,or the Nasdaq Stock Market,rules for domestic U.S.issuers.See“Risk FactorsRisks Related to this Offering and the Ownership of our Ordinary Shares,Warrants and Pre-Funded Warrants.”Theseexemptions and leniencies will reduce the freque

125、ncy and scope of information and protections available to you in comparison to2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm14/68those applicable to a U.

126、S.domestic reporting company.We intend to take advantage of the exemptions available to us as aforeign private issuer during and after the period we qualify as an“emerging growth company.”42025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.se

127、c.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm15/68 THE OFFERING Ordinary Shares currently issuedand outstanding 8,806,619 Ordinary Shares Ordinary Shares offered by us Up to 3,003,003 Ordinary Shares Warrants offered by us Series B Warrants to purchase up to 3,00

128、3,003 Ordinary Shares and Series C Warrants topurchase up to 3,003,003 Ordinary Shares.Each Warrant will be exercisable beginningon the date of issuance at an exercise price of$1.332 per Ordinary Share(100%of thepublic offering price per Ordinary Share and Warrant).The Series B Warrants willexpire f

129、ive years from the Initial Exercise Date and the Series C warrants will expire 12months from the Initial Exercise Date.Pre-Funded Warrants offered by us We are also offering to each purchaser whose purchase of Ordinary Shares in thisoffering would otherwise result in the purchaser,together with its

130、affiliates and certainrelated parties,beneficially owning more than 4.99%(or,at the election of thepurchaser,9.99%)of our outstanding Ordinary Shares immediately following theconsummation of this offering,the opportunity to purchase,if the purchaser so chooses,Pre-Funded Warrants,in lieu of Ordinary

131、 Shares that would otherwise result in thepurchasers beneficial ownership exceeding 4.99%(or,at the election of such purchaser,9.99%)of our outstanding Ordinary Shares.Each Pre-Funded Warrant and theaccompanying Warrant will be exercisable for one share of our Ordinary Shares.Thepurchase price of ea

132、ch Pre-Funded Warrant will be equal to the price per Ordinary Shareat which the Ordinary Shares are being sold to the public in this offering,minus$0.0001,and the exercise price of each Pre-Funded Warrant will be$0.0001 per share.The Pre-Funded Warrants are exercisable immediately and may be exercis

133、ed at any timeuntil all of the Pre-Funded Warrants are exercised in full.This offering also relates to theOrdinary Shares issuable upon exercise of any Pre-Funded Warrants sold in thisoffering.For each Pre-Funded Warrant we sell,the number of Ordinary Shares we areoffering will be decreased on a one

134、-for-one basis.Because we will issue Warrants topurchase one Ordinary Share for each and Ordinary Share for each Pre-Funded Warrantsold in this offering,the number of Warrants sold in this offering will not change as aresult of a change in the mix of Ordinary Shares and Pre-Funded Warrants sold.Amen

135、dment to Prior Warrants In connection with this offering,we may enter into privately negotiated agreements withthe holders of certain existing outstanding warrants to purchase up to an aggregateof 888,890 Ordinary Shares,or the Prior Warrants,to,among other things,reduce theexercise price of such Pr

136、ior Warrants to no less than$0.10 per Ordinary Share.Ordinary Shares to be outstandingafter this offering Up to 11,809,622 Ordinary Shares(assuming we sell only Ordinary Shares andaccompanying Warrants and no Pre-Funded Warrants,and none of the Warrants issuedin this offering are exercised).Use of p

137、roceeds We expect to receive approximately$4.0 million in gross proceeds from the sale ofOrdinary Shares and Pre-Funded Warrants and accompanying Warrants offered by us inthis offering,based upon an assumed public offering price of$1.332 per Ordinary Share,which was the last reported sale price on N

138、asdaq of our Ordinary Shares on April 24,2025,and after deducting the placement agent fees and commissions and estimatedoffering expenses payable by us.Since this is a best efforts offering with no minimum number of securities or amount ofproceeds as a condition to closing,and we may not sell all or

139、 any of these securitiesoffered pursuant to this prospectus,we may resultantly receive significantly less in netproceeds.We intend to use the net proceeds from this offering for general and administrativecorporate purposes,including working capital and capital expenditures.Regardless ofthe amount of

140、 proceeds received in this offering,the use of proceeds is expected toremain the same.2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm16/68The amounts and

141、schedule of our actual expenditures will depend on multiple factors.Asa result,our management will have broad discretion in the application of the netproceeds of this offering.See“Use of Proceeds”for more information about theintended use of proceeds from this offering.52025/5/8 17:02sec.gov/Archive

142、s/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm17/68 Risk factors You should read the“Risk Factors”section beginning on page 9 of this prospectus and inthe documents incorporated by r

143、eference in this prospectus for a discussion of factors toconsider before deciding to purchase our securities.Best Efforts offering We have agreed to offer and sell the securities offered hereby to the purchasers throughthe placement agent.The placement agent is not required to buy or sell any speci

144、ficnumber or dollar amount of the securities offered hereby,but it will use its reasonablebest efforts to solicit offers to purchase the securities offered by this prospectus.See“Plan of Distribution”beginning on page 31 of this prospectus.Nasdaq symbol“BNRG”for the Ordinary Shares.We do not intend

145、to apply for listing of the Pre-Funded Warrants or Warrants on any securities exchange or recognized trading system.Without an active trading market,the liquidity of the Pre-Funded Warrants or Warrantswill be limited.The number of Ordinary Shares to be outstanding immediately after this offering as

146、shown above is based on 8,806,619Ordinary Shares outstanding as of April 24,2025 and assumes that all of the Ordinary Shares offered hereby are sold and no Pre-Funded Warrants were sold.This number excludes:an aggregate of 543,205 Ordinary Shares issuable upon the exercise of outstanding options to

147、purchase OrdinaryShares,at exercise prices ranging between$0.01 to$247.10 per Ordinary Share,issued to directors,officers,service providers and employees;and an aggregate of 1,371,495 Ordinary Shares issuable upon the exercise of outstanding warrants to purchaseOrdinary Shares,at exercise prices ran

148、ging between$5.00 to$16.66 per Ordinary Share,issued to certain investorsin connection with private placements Unless otherwise indicated,all information in this prospectus assumes that we sell only Ordinary Shares andaccompanying Warrants and not any Pre-Funded Warrants and that none of the Warrant

149、s issued in this offering are exercised.62025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm18/68 SUMMARY CONSOLIDATED FINANCIAL INFORMATION The following tab

150、les set forth our summary consolidated financial information as of and for the periods ended on thedates indicated below.We have derived the following statements of operations data for the three-year period ended December31,2024 from our audited consolidated financial statements included in our Annu

151、al Report on Form 20-F for the year endedDecember 31,2024,or the Annual Report,which is incorporated by reference into this prospectus.We have derived thefollowing summary balance sheet data as of December 31,2024 from our audited consolidated financial statements.Ourhistorical results are not neces

152、sarily indicative of the results that may be expected in the future.See“Risk Factors”beginning onpage 9 of this prospectus.The following summary consolidated financial data should be read in conjunction with Item 5.Operating and Financial Review and Prospects and our financial statements and related

153、 notes included in our Annual Report onForm 20-F for the year ended December 31,2024 which is incorporated by reference into this prospectus.We report our financial statements in accordance with U.S.GAAP.Year ended December 31 2024 2023 U.S.dollarsin thousands(except per shareamounts)Revenues:Licens

154、ing fees -engineering services -621$-$621 Costs and expenses:Cost of revenues (985)(1,555)Research and development,net (3,589)(3,178)Selling and marketing (1,197)(1,148)General and administrative (4,557)(4,637)Rotem 1 project impairment and closure loss,net -Other income(expenses),net (234)37 Operat

155、ing loss (10,562)(9,860)Financial income,net 3,790 212 Net loss (6,772)(9,648)Loss per share:Basic and diluted$(1.29)$(4.99)Weighted average number of shares outstanding used in the computation of basic and diluted lossper share 5,235,486 1,952,097 The pro forma as adjusted information set forth in

156、the table below is illustrative only and will be adjusted based on theactual public offering price and other terms of this offering determined at pricing.The below assumes that all of the OrdinaryShares offered hereby are sold and that no Pre-Funded Warrants are issued in this offering which,if sold

157、,would reduce thenumber of ordinary shares that we are offering on a one-for-one basis.As of December 31,2024 U.S.dollars in thousands Actual Pro Forma(1)Pro FormaAs Adjusted(2)Consolidated Statement of Financial Position:Cash and Cash equivalents$4,101$4,981$8,466 Total non-current liabilities,excl

158、uding operating lease liabilities equity:4,613 4,313 4,313 Share capital 124 124 124 Additional paid in capital 108,615 110,022 113,507 Foreign currency cumulative translation reserve (2,053)(2,053)(2,053)Accumulated deficit (102,200)(102,427)(102,427)Total equity 4,486 5,666(1)9,151(2)(1)Pro forma

159、gives effect to:(i)the issuance and sale of 477,627 Ordinary Shares from December 31,2024 to the date of this prospectus under a salesagreement pursuant to an“at-the-market”offering;2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/A

160、rchives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm19/68(ii)the issuance of an aggregate of 234,201 Ordinary Shares with respect to 234,201 restricted share units we have grantedto employees from December 31,2024 to the date of this prospectus;and(2)Pro forma as adjusted give

161、s further effect to the issuance and sale in this offering of 3,003,003 Ordinary Shares andaccompanying Series B Warrants and Series C Warrants at an assumed public offering price of$1.332 per Ordinary Share,which was the last reported sales price on Nasdaq of our Ordinary Shares on April 24,2025,an

162、d assuming no sale of Pre-Funded Warrants and that none of the Warrants issued in this offering are exercised,after deducting estimated placementagent fees and expenses and estimated offering expenses payable by us,as if the sale of the Ordinary Shares had occurredon December 31,2024.72025/5/8 17:02

163、sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm20/68 RISK FACTORS An investment in our securities involves a high degree of risk.You should carefully consider the risks

164、 and uncertaintiesdescribed below and those described under the section captioned“Risk Factors”contained in our Annual Report on Form 20-Ffor the year ended December 31,2024 and all other information contained or incorporated by reference into this prospectus andthe documents incorporated by referen

165、ce into this prospectus before making an investment in our securities.Our business,financialcondition or results of operations could be materially and adversely affected if any of these risks occurs and,as a result,the marketprice of our securities could decline and you could lose all or part of you

166、r investment.This prospectus also contains forward-looking statements that involve risks and uncertainties.See“Cautionary Note Regarding Forward-Looking Statements.”Ouractual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certa

167、infactors.Risks Related to Our Financial Condition and Capital Requirements Our management has concluded,and the report of our independent registered public accounting firm contains anexplanatory paragraph that indicates,that there are conditions that raise substantial doubt about our ability to con

168、tinue as agoing concern,which could prevent us from obtaining new financing on reasonable terms or at all.We have not yet generated significant revenues from our operations,we had an accumulated deficit as of December 31,2024 of$102,200 thousand and we also have a history of net losses and negative

169、operating cash flows.In 2022,we begancommercializing our products and services and recently commenced operating a new production facility in Dimona,Israel aftershifting our operations from the development stage to commercial operations.However,we expect to continue incurring losses andnegative cash

170、flows from operations until we reach profitability.As a result of these expected losses and negative cash flows fromoperations,along with our current cash position,our management has concluded that these conditions raise substantial doubt aboutour ability to continue as a going concern.Our consolida

171、ted financial statements do not include any adjustments that might resultfrom the outcome of the uncertainty regarding our ability to continue as a going concern.This going concern opinion couldmaterially limit our ability to commercialize our products and services and raise additional funds through

172、 the issuance of equity ordebt securities or otherwise.Further reports on our consolidated financial statements may include an explanatory paragraph withrespect to our ability to continue as a going concern.Until we can generate significant recurring revenues,we expect to satisfy ourfuture cash need

173、s through debt or equity financing.We cannot be certain that additional funding will be available to us onacceptable terms,if at all.If funds are not available,we may be required to delay,reduce the scope of,or eliminate research ordevelopment plans for,or commercialization efforts with respect to o

174、ur products.This may raise substantial doubts about ourability to continue as a going concern.Risks Related to this Offering and the Ownership of our Ordinary Shares,Warrants and Pre-Funded Warrants Nasdaq may delist our securities from trading on its exchange,which could limit investors ability to

175、make transactionsin our securities and subject us to additional trading restrictions.On August 12,2024,we received a written notice from the Nasdaq Stock Market indicating that we are not in compliancewith the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(

176、a)(2),which requires listedsecurities to maintain a minimum bid price of$1.00 per share.Under Nasdaq Listing Rule 5810(c)(3)(A),we were granted a graceperiod of 180 calendar days to regain compliance with the minimum bid price requirement.On January 16,2025,we announcedthat we received a written not

177、ice from Nasdaq that we have regained compliance with the minimum bid price requirement forcontinued listing set forth in Nasdaq Listing Rule 5550(a)(2).The Nasdaq staff made this determination of compliance after theclosing bid price of our ordinary shares on Nasdaq was at$1.00 per share or greater

178、 for the 10 consecutive business days prior tothe date of the notice.Accordingly,we have regained compliance with Nasdaq Listing Rule 5550(a)(2),and Nasdaq considers theprior bid price deficiency matter now closed.However,there can be no assurance that we will be able to maintain compliance with the

179、 minimum bid price requirementor that we will otherwise be in compliance with other Nasdaq listing criteria.If,for any reason,Nasdaq delists our securities from trading on its exchange and we are not able to list our securities onanother national securities exchange,we expect our securities could be

180、 quoted on an over-the-counter market.If this were to occur,we could face significant material adverse consequences,including:a limited availability of market quotations for our securities;reduced liquidity for our securities;a decrease in the number of institutional and general investors that will

181、consider investing in our Ordinary Shares;2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm21/68a determination that our ordinary shares are a“penny stock”w

182、hich will require brokers trading in our OrdinaryShares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondarytrading market for our securities;a limited amount of news and analyst coverage;82025/5/8 17:02sec.gov/Archives/edgar/data/1901215/0001

183、21390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm22/68 a reduction in the number of market makers for our ordinary shares and the number of broker-dealers willing toexecute trades in shares of our Ordinary Shar

184、es;a decreased ability to issue additional securities or obtain additional financing in the future;and being subject to regulation in each state in which we offer our securities.Our officers and directors currently beneficially own approximately 12.38%of our outstanding Ordinary Shares.Theywill ther

185、efore be able to exert significant control over matters submitted to our shareholders for approval.As of the date of this prospectus,our officers and directors beneficially own approximately 12.38%of our outstandingOrdinary Shares.This significant concentration of share ownership may adversely affec

186、t the trading price for our Ordinary Sharesbecause investors often perceive disadvantages in owning shares in companies with controlling shareholders.As a result,theseshareholders,if they acted together,could significantly influence or even unilaterally approve matters requiring approval by ourshare

187、holders,including the election of directors and the approval of mergers or other business combination transactions.Theinterests of these shareholders may not always coincide with our interests or the interests of other shareholders.The market price of our Ordinary Shares may be highly volatile and f

188、luctuate substantially,which could result insubstantial losses for purchasers of our Ordinary Shares and Pre-Funded Warrants in this offering.The trading price of our Ordinary Shares is likely to be volatile.As a result of this volatility,you may not be able to sellthe Ordinary Shares at or above th

189、e public offering price.The market price for the Ordinary Shares may be influenced by manyfactors,including:our dependency on the successful development,marketing and sale of our proprietary technology,including our TESsystems,to our target customers;the loss of the services of any of our executive

190、officers or any key employees or consultants may adversely affect ourability to execute our business plan and harm our operating results;our dependency upon third-party manufacturers and suppliers making us vulnerable to supply shortages andproblems,increased costs and quality or compliance issues,a

191、ny of which could harm our business;our dependency upon third-party service providers to provide a high quality of service,which if not met,may impactthe utility of our products,our business,operating results and reputation;our dependency on the use of certain raw materials and changes in the price

192、or availability of such raw materials mayimpact our ability to efficiently produce our products;obtaining and upholding permits,certifications and authorization in various jurisdictions;the field of energy storage integration is relatively new and still developing,and the regulation of the field is

193、alsochanging and developing;general economic weakness,including inflation,or industry and market conditions;whether a market for the Ordinary Shares will be sustained;the granting or exercise of employee stock options or other equity awards;and changes in investors and securities analysts perception

194、 of the business risks and conditions of our business.In addition,the stock market in general,and the Nasdaq in particular,have experienced extreme price and volumefluctuations that have often been unrelated or disproportionate to the operating performance of small companies.Broad market andindustry

195、 factors may negatively affect the market price of our Ordinary Shares,regardless of our actual operating performance.Further,a systemic decline in the financial markets and related factors beyond our control may cause our share price to declinerapidly and unexpectedly.92025/5/8 17:02sec.gov/Archive

196、s/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm23/68 Future sales of our Ordinary Shares could reduce the market price of our Ordinary Shares.Substantial sales of our Ordinary Shares

197、on Nasdaq may cause the market price of our Ordinary Shares to decline.Salesby our shareholders of substantial amounts of our Ordinary Shares,or the perception that these sales may occur in the future,couldcause a reduction in the market price of our Ordinary Shares.The issuance of any additional Or

198、dinary Shares or any securities that are exercisable for or convertible into OrdinaryShares may have an adverse effect on the market price of our Ordinary Shares and will have a dilutive effect on our existingshareholders and holders of Ordinary Shares.We do not know whether a market for the Ordinar

199、y Shares will be sustained or what the trading price of the OrdinaryShares will be and as a result it may be difficult for you to sell your securities.Although our Ordinary Shares are listed on Nasdaq,an active trading market for the Ordinary Shares may not besustained.It may be difficult for you to

200、 sell your Ordinary Shares without depressing the market price for the Ordinary Shares atall.As a result of these and other factors,you may not be able to sell your securities at or above the offering price or at all.Further,an inactive market may also impair our ability to raise capital through the

201、 sale of additional equity securities and may impair ourability to enter into strategic partnerships or acquire companies,products,or services by using our equity securities asconsideration.We have never paid cash dividends on our share capital,and we do not anticipate paying any cash dividends in t

202、heforeseeable future.We have never declared or paid cash dividends,and we do not anticipate paying cash dividends in the foreseeable future.Therefore,you should not rely on an investment in Ordinary Shares and/or Pre-Funded Warrants as a source for any futuredividend income.Our board of directors ha

203、s complete discretion as to whether to distribute dividends.Even if our board ofdirectors decides to declare and pay dividends,the timing,amount and form of future dividends,if any,will depend on our futureresults of operations and cash flow,our capital requirements and surplus,the amount of distrib

204、utions,if any,received by us fromour subsidiaries,our financial condition,contractual restrictions and other factors deemed relevant by our board of directors.Inaddition,the Israeli Companies Law,5759-1999,or the Israeli Companies Law,imposes restrictions on our ability to declare andpay dividends.I

205、f you purchase Ordinary Shares and/or Pre-Funded Warrants in this offering,you will incur immediate andsubstantial dilution in the book value of your investment.You will suffer immediate and substantial dilution in the net tangible book value of the Ordinary Shares if you purchaseOrdinary Shares and

206、/or Pre-Funded Warrants in this offering.Based on an assumed public offering price of$1.332 per share,aftergiving effect to this offering,purchasers of Ordinary Shares in this offering will experience immediate dilution in net tangible bookvalue of$0.56 per share.In addition,after giving effect to t

207、his offering,investors purchasing Ordinary Shares in this offering willcontribute 3.52%of the total amount invested by shareholders since inception but will own 25.43%of the Ordinary Sharesoutstanding.In addition,the Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants to be issued

208、pursuant to theoffering will further dilute the ownership interest of shareholders not participating in this offering and holders of pre-fundedwarrants who have not exercised their pre-funded warrants.To the extent outstanding options and warrants are exercised,you willincur further dilution.See“Dil

209、ution”for a more detailed description of the dilution to new investors in the offering.102025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm24/68 We may need

210、to raise additional capital required to grow our business,and we may not be able to raise capital on termsacceptable to us or at all.Raising additional capital may cause dilution to our existing shareholders and may adversely affectthe rights of existing shareholders.Growing and operating our busine

211、ss will require significant cash outlays and capital expenditures and commitments.Ifcash on hand and cash from operating activities are not sufficient to meet our cash requirements,we will need to seek additionalcapital.We may need to raise additional capital through a combination of private and pub

212、lic equity offerings(such as this offering),debt financings and collaborations,and strategic and licensing arrangements.We may not be able to raise needed cash on termsacceptable to us or at all.Financing may be on terms that are dilutive or potentially dilutive to our shareholders,as described belo

213、w,and the prices at which new investors would be willing to purchase our securities may be lower than the current price per share.The holders of new securities may also have rights,preferences,or privileges which are senior to those of existing holders ofOrdinary Shares.If new sources of financing a

214、re required,but are insufficient or unavailable,we will be required to modify ourgrowth and operating plans based on available funding,if any,which would harm our ability to grow our business.To the extent that we raise additional capital through the issuance of equity(such as this offering)or other

215、wise includingthrough convertible debt securities,your ownership interest will be diluted,and the terms may include liquidation or otherpreferences that adversely affect your rights as a shareholder.Debt financing,if available,may involve agreements that includecovenants limiting or restricting our

216、ability to take certain actions,such as incurring debt,making capital expenditures or declaringdividends.If we raise additional funds through strategic partnerships and alliances and licensing arrangements with third parties,we may have to relinquish valuable rights to our technologies or product ca

217、ndidates or grant licenses on terms that are notfavorable to us.If we are unable to raise additional funds through equity(such as this offering)or debt financing when needed,wemay be required to delay,limit,reduce or terminate our product development or commercialization efforts or grant rights tode

218、velop and market product candidates that we would otherwise prefer to develop and market ourselves.Future sales of ourOrdinary Shares or of securities convertible into our Ordinary Shares,or the perception that such sales may occur,could causeimmediate dilution and adversely affect the market price

219、of our Ordinary Shares.There is no public market for the Pre-Funded Warrants and Warrants being offered in this offering.There is no established public trading market for the Pre-Funded Warrants and Warrants being offered in this offering,andwe do not expect a market to develop.In addition,we do not

220、 intend to apply to list the Pre-Funded Warrants or Warrants on anynational securities exchange or other nationally recognized trading system.Without an active market,the liquidity of the Pre-Funded Warrants and Warrants will be limited.Holders of the Pre-Funded Warrants and Warrants purchased in th

221、is offering will have no rights as shareholders untilsuch holders exercise their Pre-Funded Warrants and Warrants and acquire our Ordinary Shares.Until holders of the Pre-Funded Warrants and Warrants acquire Ordinary Shares upon exercise of the Pre-Funded Warrantsand Warrants,holders of Pre-Funded W

222、arrants and Warrants will have no rights with respect to the Ordinary Shares underlyingsuch Pre-Funded Warrants and Warrants.Upon exercise of the Pre-Funded Warrants and Warrants,the holders will be entitled toexercise the rights of a shareholder of Ordinary Shares only as to matters for which the r

223、ecord date occurs after the exercise date.The Pre-Funded Warrants and the Warrants are speculative in nature.The Pre-Funded Warrants and Warrants offered hereby do not confer any rights of Ordinary Share ownership on theirholders,such as voting rights or the right to receive dividends,but rather mer

224、ely represent the right to acquire Ordinary Shares at afixed price.Specifically,commencing on the date of issuance,holders of the Pre-Funded Warrants may acquire the Ordinary Sharesissuable upon exercise of such warrants at an exercise price of$0.0001 per share and holders of the Warrants may acquir

225、e OrdinaryShares issuable upon exercise of such warrants at an exercise price per share equal to$1.332.Moreover,following this offering,themarket value of the Pre-Funded Warrants and the Warrants is uncertain and there can be no assurance that the market value of thePre-Funded Warrants or the Warran

226、ts will equal or exceed their public offering price.112025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm25/68 The Warrants may not have any value.Each Warran

227、t has an exercise price per share equal to$1.332.The Series B Warrants will expire five years from the InitialExercise Date and the Series C warrants will expire 12 months from the Initial Exercise Date.In the event the market price perOrdinary Share does not exceed the exercise price of the Warrant

228、s during the period when the Warrants are exercisable,theWarrants may not have any value.Provisions of the Pre-Funded Warrants and Warrants offered by this prospectus could discourage an acquisition of usby a third party.Certain provisions of the Pre-Funded Warrants and Warrants offered by this pros

229、pectus could make it more difficult orexpensive for a third party to acquire us.The Warrants and Pre-Funded Warrants prohibit us from engaging in certain transactionsconstituting“fundamental transactions”unless,among other things,the surviving entity assumes our obligations under theWarrants and Pre

230、-Funded Warrants.Further,the Warrants and Pre-Funded Warrants provide that,in the event of certain transactionsconstituting“fundamental transactions,”with some exceptions,holders of such warrants will have the right,at their option,torequire us to repurchase such Warrants and Pre-Funded Warrants at

231、a price described in such warrants.These and other provisionsof the Pre-Funded Warrants offered by this prospectus could prevent or deter a third party from acquiring us even where theacquisition could be beneficial to you.The exercise price of the Pre-Funded Warrants and Warrants offered by this pr

232、ospectus will not be adjusted for certaindilutive events.The exercise price of the Pre-Funded Warrants and Warrants offered by this prospectus is subject to adjustment for certainevents,including,but not limited to,certain issuances of share capital,options,convertible securities and other securitie

233、s.However,the exercise prices will not be adjusted for dilutive issuances of securities considered“excluded securities”and there may betransactions or occurrences that may adversely affect the market price of our Ordinary Shares or the market value of such Pre-Funded Warrants and Warrants without re

234、sulting in an adjustment of the exercise prices of such Pre-Funded Warrants and Warrants The best efforts structure of this offering may have an adverse effect on our business plan.The placement agent is offering the Ordinary Shares,Warrants and Pre-Funded Warrants in this offering on a best efforts

235、basis.The placement agent is not required to purchase any securities,but will use their best efforts to sell the securities offered.Asa“best efforts”offering,there can be no assurance that the offering contemplated hereby will ultimately be consummated or willresult in any proceeds being made availa

236、ble to us or if consummated the amount of proceeds to be received.The success of thisoffering will impact our ability to use the proceeds to execute our business plan.An adverse effect on the business may result fromraising less than anticipated,and from the fact that there is no minimum raise.Purch

237、asers who purchase our securities in this offering pursuant to the Securities Purchase Agreement may haverights not available to purchasers that purchase without the benefit of the Securities Purchase Agreement.In addition to rights and remedies available to all purchasers in this offering under fed

238、eral securities and state law,thepurchasers that enter into the Securities Purchase Agreement will also be able to bring claims of breach of contract against us.Theability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely availableto t

239、hem under such Securities Purchase Agreement.122025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm26/68 General Risk Factors Our amended and restated articles

240、 of association provide that,unless we consent in writing to an alternative forum,thefederal district courts of the United States of America shall be the sole and exclusive forum for resolution of any complaintasserting a cause of action arising under the Securities Act,which could limit our shareho

241、lders ability to choose the judicialforum for disputes with us,our directors,shareholders,or other employees.Our amended and restated articles of association provide that,unless we consent in writing to the selection of analternative forum,the federal district courts of the United States of America

242、shall be the exclusive forum for the resolution of anycomplaint asserting a cause of action arising under the Securities Act.Section 22 of the Securities Act creates concurrentjurisdiction for U.S.federal and state courts over all such Securities Act actions.Accordingly,both U.S.state and federal co

243、urtshave jurisdiction to entertain such claims.To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistentor contrary rulings by different courts,among other considerations,our amended and restated articles of association provide that,unless we consent in writing to

244、 the selection of an alternative forum,the federal district courts of the United States shall bethe exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.This exclusive forum provision will not apply to suits brought to enforce any liability

245、 or duty created by the Exchange Act,and ourshareholders cannot and will not be deemed to have waived our compliance with the U.S.federal securities laws and the rules andregulations promulgated under the Securities Act or the Exchange Act as a result of our exclusive forum provision.Any person or e

246、ntity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have noticeof and consented to the foregoing provision of our amended and restated articles of association.However,the enforceability ofsimilar forum provisions(including exclusive federal forum provisio

247、ns for actions,suits,or proceedings asserting a cause of actionarising under the Securities Act)in other companies organizational documents has been challenged in legal proceedings,and thereis uncertainty as to whether courts would enforce the exclusive forum provision in our amended and restated ar

248、ticles of association.If a court were to find the exclusive forum provision contained in our amended and restated articles of association to beinapplicable or unenforceable in an action,we may incur additional costs associated with resolving such action in otherjurisdictions,which could materially a

249、dversely affect our business,financial condition,and results of operations.Although we believe the exclusive forum provision benefit us by providing increased consistency in the application ofU.S.federal securities laws the Israeli Companies Law,or New York law,as applicable,in the types of lawsuits

250、 to which theyapply,such exclusive forum provision may limit a shareholders ability to bring a claim in the judicial forum that they findfavorable and may increase certain litigation costs for disputes with us or any of our directors,shareholders,officers,or otheremployees,which may discourage lawsu

251、its with respect to such claims against us and our current and former directors,shareholders,officers,or other employees.132025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a

252、1_brenmiller.htm27/68 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements made under“Prospectus Summary,”“Risk Factors,”“Use of Proceeds,”and elsewhere in thisprospectus,constitute forward-looking statements.In some cases,you can identify forward-looking statements by termino

253、logy suchas“may,”“will,”“should,”“expects,”“plans,”“anticipates,”“believes,”“estimates,”“predicts,”“potential”“intends”or“continue,”or the negative of these terms or other comparable terminology.These forward-looking statements may include,but are not limited to,statements relating to our objectives

254、,plans andstrategies,statements that contain projections of results of operations or of financial condition,expected capital needs andexpenses,statements relating to the research,development,completion and use of our products,and all statements(other thanstatements of historical facts)that address a

255、ctivities,events or developments that we intend,expect,project,believe or anticipatewill or may occur in the future.Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties.We havebased these forward-looking statements on assumptions and assessme

256、nts made by our management in light of their experience andtheir perception of historical trends,current conditions,expected future developments and other factors they believe to beappropriate.Important factors that could cause actual results,developments,and business decisions to differ materially

257、from thoseanticipated in these forward-looking statements include,among other things:our planned level of revenues and capital expenditures;we must raise additional capital to fund our operations in order to continue as a going concern;our ability to market and sell our products;our plans to continu

258、e to invest in research and development to develop technology for both existing and newproducts;our ability to maintain our relationships with suppliers,manufacturers,and other partners;our ability to maintain or protect the validity of our European,U.S.,and other patents and other intellectual prop

259、erty;our ability to retain key executive members;our ability to internally develop and protect new inventions and intellectual property;our ability to expose and educate the industry about the use of our products;our expectations regarding our tax classifications;interpretations of current laws and

260、the passages of future laws;general market,political,and economic conditions in the countries in which we operate including those related torecent unrest and actual or potential armed conflict in Israel and other parts of the Middle East,such as the multi-frontwar Israel is facing;and those factors

261、referred to in“Item 3.D.Risk Factors,”“Item 4.Information on the Company,”and“Item 5.Operatingand Financial Review and Prospects”,in our Annual Report generally.These statements are only current predictions and are subject to known and unknown risks,uncertainties,and other factorsthat may cause our

262、or our industrys actual results,levels of activity,performance or achievements to be materially different fromthose anticipated by the forward-looking statements.We discuss many of these risks in this prospectus in greater detail under theheading“Risk Factors”and elsewhere in this prospectus.You sho

263、uld not rely upon forward-looking statements as predictions offuture events.Although we believe that the expectations reflected in the forward-looking statements are reasonable,we cannot guaranteefuture results,levels of activity,performance,or achievements.Except as required by law,we are under no

264、duty to update or reviseany of the forward-looking statements,whether as a result of new information,future events or otherwise,after the date of thisprospectus.2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/19

265、01215/000121390025038040/ea0240307-f1a1_brenmiller.htm28/68142025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm29/68 USE OF PROCEEDS We expect to receive app

266、roximately$4.0 million in gross proceeds from the sale of securities offered by us in thisoffering,assuming no sale of any Pre-Funded Warrants,based upon an assumed public offering price of$1.332 per Ordinary Shareand accompanying Warrants,which was the last reported sale price on Nasdaq of our Ordi

267、nary Shares on April 24,2025.However,because this is a reasonable best efforts offering with no minimum number of securities or amount of proceeds as a condition toclosing,the actual offering amount,placement agent fees,and net proceeds to us are not presently determinable and may besubstantially le

268、ss than the maximum amounts set forth on the cover page of this prospectus,and we may not sell all or any of thesecurities we are offering.As a result,we may receive significantly less in net proceeds.Based on the assumed offering price setforth above,we estimate that our net proceeds from the sale

269、of 75%,50%,25%and 10%of the securities offered in this offeringwould be approximately$2.6 million,$1.6 million,$0.7 million,and$0.15 million,respectively,after deducting the estimatedplacement agent fees and estimated offering expenses payable by us,and assuming no issuance of any Pre-Funded Warrant

270、s andassuming no exercise of the Warrants.We will only receive additional proceeds from the exercise of the Warrants we are selling inthis offering if the Warrants are exercised for cash.We cannot predict when or if these Warrants will be exercised.It is possible thatthese Warrants may expire and ma

271、y never be exercised.Each$0.20 increase(decrease)in the assumed public offering price of$1.332 per Ordinary Share and accompanyingWarrants(which was the last reported sale price of our Ordinary Shares on the Nasdaq on April 24,2025)would increase(decrease)the net proceeds to us from this offering by

272、 approximately$559 thousand assuming the number of securities offered,asset forth on the cover page of this prospectus,remains the same,and after deducting estimated offering expenses payable by us andassuming no exercise of the Warrants and no issuance of any Pre-Funded Warrants.Each 500,000 share

273、increase(decrease)in thenumber of securities offered by us in this offering would increase(decrease)the net proceeds to us from this offering byapproximately$619 thousand,assuming that the price per Ordinary Share and accompanying Warrant remains at$1.332(whichwas the last reported sale price of our

274、 Ordinary Shares on the Nasdaq on April 24,2025),and after deducting the estimated offeringexpenses payable by us and assuming no exercise of the Warrants and no issuance of any Pre-Funded Warrants in the offering.We currently intend to use the net proceeds from this offering for general and adminis

275、trative corporate purposes,includingworking capital and capital expenditures.Regardless of the amount of proceeds received in this offering,the use of proceeds isexpected to remain the same.Changing circumstances may cause us to consume capital significantly faster than we currently anticipate.The a

276、mountsand timing of our actual expenditures will depend upon numerous factors,including the progress of our global marketing and salesefforts,the development of our products and the overall economic environment.Therefore,our management will retain broaddiscretion over the use of the proceeds from th

277、is offering.We may ultimately use the proceeds for different purposes than what wecurrently intend.Pending any ultimate use of any portion of the proceeds from this offering,if the anticipated proceeds will not besufficient to fund all the proposed purposes,our management will determine the order of

278、 priority for using the proceeds,as well asthe amount and sources of other funds needed.Pending our use of the net proceeds from this offering,we may invest the net proceeds in a variety of capital preservationinvestments,including short-term,investment grade,interest bearing instruments and U.S.gov

279、ernment securities.152025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm30/68 DIVIDEND POLICY We have never declared or paid any cash dividends on our Ordinar

280、y Shares and do not anticipate paying any cashdividends in the foreseeable future.Payment of cash dividends,if any,in the future will be at the discretion of our board ofdirectors and will depend on then-existing conditions,including our financial condition,operating results,contractual restrictions

281、,capital requirements,business prospects and other factors our board of directors may deem relevant.Under the Companies Law,therepurchase of shares is considered a dividend distribution.The Companies Law imposes further restrictions on our ability to declare and pay dividends.Under the Companies Law

282、,we may declare and pay dividends only if,upon the determination of our board of directors,there is no reasonable concern that thedistribution will prevent us from being able to meet the terms of our existing and foreseeable obligations as they become due,generally referred to as the Solvency Criter

283、ia.Under the Companies Law,the distribution amount is further limited to the greater ofretained earnings or earnings generated over the two most recent years legally available for distribution according to our then lastreviewed or audited financial statements,provided that the end of the period to w

284、hich the financial statements relate is not morethan six months prior to the date of distribution,generally referred to as the Earnings Criteria.In the event that we do not meet suchEarnings Criteria,we may seek the approval of a court in order to distribute a dividend.The court may approve our requ

285、est if it isconvinced that we comply with the Solvency Criteria.However,pursuant to regulations promulgated under the Companies Law applicable for Israeli companies whose sharesare listed on stock exchanges outside of Israel,or the Exemptions Regulations,an Israeli company whose shares are listed ou

286、tsideof Israel is permitted to perform a distribution by way of repurchasing its own shares,even if the Earnings Criteria are not met,without the need for court approval.The exemption is subject to certain conditions,including,among others:(i)The distributionmeets the Solvency Criteria;and(ii)no rej

287、ection was filed by any of the companys creditors to the court.If any creditor objects tothe distribution,the company will be required to obtain the courts approval for the distribution.Payment of dividends may be subject to Israeli withholding taxes(see“Taxation”for additional information).162025/5

288、/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm31/68 CAPITALIZATION The following table sets forth our cash and cash equivalents and our capitalization as of De

289、cember 31,2024:on an actual basis;on a pro forma basis which gives effect to:(i)the issuance and sale of 477,627 Ordinary Shares from December 31,2024 to the date of this prospectus under asales agreement pursuant to an“at-the-market”offering;(ii)the issuance of an aggregate of 234,201 Ordinary Shar

290、es with respect to 234,201 restricted share units we havegranted to employees from December 31,2024 to the date of this prospectus;and on a pro forma as adjusted basis to give further effect to the issuance and sale in this offering of Ordinary Shares andaccompanying Series B Warrants and Series C W

291、arrants at an assumed public offering price of$1.332 per OrdinaryShare,which was the last reported sales price on Nasdaq of our Ordinary Shares on April 24,2025,and assuming nosale of Pre-Funded Warrants,after deducting estimated placement agent fees and expenses and estimated offeringexpenses payab

292、le by us,as if the sale of the Ordinary Shares and accompanying Warrants had occurred on December31,2024.The pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on theactual public offering price and other terms of this offering determined a

293、t pricing.The below assumes that all of the OrdinaryShares offered hereby are sold,and that no Pre-Funded Warrants are issued in this offering which,if sold,would reduce the numberof ordinary shares that we are offering on a one-for-one basis.You should read this table in conjunction with the sectio

294、ns titled“Selected Financial Data”and our financial statementsand related notes incorporated by reference in this prospectus.As of December 31,2024 U.S.dollars in thousands Actual Pro forma Pro formaasadjusted Cash and cash equivalents$4,101$4,981$8,466 Debt:European Investment Bank(“EIB”)loan 4,303

295、 4,303 4,303 Share based payment liability 300 -Warrants liability 10 10 10 Total debt$4,613$4,313$4,313 Shareholders equity:Ordinary Shares,no par value-authorized 15,000,000;Issued and outstanding8,094,791 as of December 31,2024;150,000,000 Ordinary Shares authorized8,806,619 shares issued outstan

296、ding,pro forma and 150,000,000 Ordinary Sharesauthorized,11,809,622 shares issued outstanding,pro forma as adjusted 124 124 124 Additional paid in capital 108,615 110,022 113,507 Foreign currency cumulative translation reserve (2,053)(2,053)(2,053)Accumulated deficit (102,200)(102,427)(102,427)Total

297、 equity$4,486$5,666$9,151 Total capitalization$9,099$9,979$13,464 The number of Ordinary Shares to be outstanding immediately after this offering as shown above is based on 8,806,619Ordinary Shares outstanding as of April 24,2025 and assumes that all of the Ordinary Shares offered hereby are sold an

298、d no Pre-Funded Warrants were sold.This number excludes:an aggregate of 543,205 Ordinary Shares issuable upon the exercise of outstanding options to purchase OrdinaryShares,at exercise prices ranging between$0.01 to$247.10 per Ordinary Share,issued to directors,officers,serviceproviders and employee

299、s;and an aggregate of 1,371,495 Ordinary Shares issuable upon the exercise of outstanding warrants to purchase OrdinaryShares,at exercise prices ranging between$5.0 to$16.66 per Ordinary Share,issued to certain investors in2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea024030

300、7-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm32/68connection with private placements.A$0.20 increase(decrease)in the assumed public offering price of$1.332 per Ordinary Share and accompanying Warrantwould increase(decrease)the pr

301、o forma as adjusted amount of each of cash and cash equivalents by approximately$0.6 millionand increase(decrease)shareholders equity by approximately$0.6 million,assuming the offering of 3,003,003 Ordinary Sharesand accompanying Warrants in this offering and no sale of Pre-Funded Warrants.172025/5/

302、8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm33/68 DILUTION If you invest in our securities,your interest will be diluted immediately to the extent of the diff

303、erence between the publicoffering price per Ordinary Share you will pay in this offering and the pro forma as adjusted net tangible book value per OrdinaryShare after this offering.As of December 31,2024,we had a net tangible book value of$4.5 million,corresponding to a nettangible book value of$0.5

304、5 per Ordinary Share.Net tangible book value per Ordinary Share represents the amount of our totaltangible assets less our total liabilities,divided by 8,094,791,the total number of Ordinary Shares issued and outstanding as ofDecember 31,2024.Our pro forma net tangible book value as of December 31,2

305、024,would have been approximately$5.7 million,representing approximately$0.64 per Ordinary Share.Pro forma net tangible book value per Ordinary Share represents the amountof our total tangible assets less our total liabilities,divided by 8,806,619 the total number of Ordinary Shares issued andoutsta

306、nding on April 24,2025,after giving effect to(i)the issuance and sale of 477,627 Ordinary Shares from December 31,2024to the date of this prospectus under a sales agreement pursuant to an“at-the-market”offering;and(ii)the issuance of an aggregateof 234,201 Ordinary Shares with respect to 234,201 res

307、tricted share units we have granted to employees from December 31,2024to the date of this prospectus.After giving effect to the sale of the Ordinary Shares and accompanying Warrants offered by us in this offering and afterdeducting the estimated placement agent fees and expenses and estimated offeri

308、ng expenses payable by us,our pro forma asadjusted net tangible book value estimated at December 31,2024 would have been approximately$9.2 million,representing$0.77 per Ordinary Share.At the assumed public offering price for this offering of$1.332 per Ordinary Share and accompanyingWarrant,which was

309、 the last reported sale price on Nasdaq of our Ordinary Shares on April 24,2025,set forth on the cover page ofthis prospectus,this represents an immediate increase in historical net tangible book value of$0.13 per Ordinary Share to existingshareholders and an immediate dilution in net tangible book

310、value of$0.56 per Ordinary Share to purchasers of Ordinary Shares inthis offering.Dilution for this purpose represents the difference between the price per Ordinary Share paid by these purchasers andpro forma net tangible book value per Ordinary Share immediately after the completion of this offerin

311、g.The following table illustrates this dilution on a per Ordinary Share basis to purchasers of Ordinary Shares in this offering:Assumed public offering price per Ordinary Share$1.332 Net tangible book value per Ordinary Share as of December 31,2024$0.55 Pro forma net tangible book value per Ordinary

312、 Share$0.64 Increase in pro forma as adjusted net tangible book value per Ordinary Share attributable to new investors$0.13 Pro forma as adjusted net tangible book value per Ordinary Share$0.77 Dilution per Ordinary Share to new investors$0.56 Percentage of dilution in net tangible book value per Or

313、dinary Share for new investors 42%The dilution information set forth in the table above is illustrative only,assumes no Pre-Funded Warrants are sold in thisoffering,and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.A$0.20 increase o

314、r decrease in the assumed public offering price of$1.332 per Ordinary Share would increase ordecrease our pro forma as adjusted net tangible book value after this offering by approximately$0.6 million and the as adjusted nettangible book value per Ordinary Share after this offering by$0.05 and would

315、 increase or decrease the dilution per Ordinary Shareto new investors by$0.05,assuming the number of Ordinary Shares and accompanying Warrants offered by us,as set forth on thecover page of this prospectus remains the same,and no sale of any Pre-Funded Warrants,after deducting the estimated placemen

316、tagent fees and expenses and estimated offering expenses payable by us.We may also increase or decrease the number of the Ordinary Shares and accompanying Warrants we are offering.Anincrease or decrease of 500,000 in the number of the Ordinary Shares and accompanying Warrants offered by us in this o

317、fferingwould increase or decrease our pro forma as adjusted net tangible book value after this offering by approximately$0.6 million andthe as adjusted net tangible book value per Ordinary Share after this offering by$0.02 per Ordinary Share and would increase ordecrease the dilution per Ordinary Sh

318、are to new investors by$0.02,assuming the assumed public offering price remains the same,after deducting estimated placement agent fees and expenses and estimated offering expenses payable by us,and assuming no saleof any Pre-Funded Warrants.The number of Ordinary Shares to be outstanding immediatel

319、y after this offering as shown above is based on 8,806,619Ordinary Shares outstanding as of April 24,2025 and assumes that all of the Ordinary Shares offered hereby are sold and no Pre-Funded Warrants were sold.This number excludes:an aggregate of 543,205 Ordinary Shares issuable upon the exercise o

320、f outstanding options to purchase OrdinaryShares,at exercise prices ranging between$0.01 to$247.10 per Ordinary Share,issued to directors,officers,serviceproviders and employees;and2025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Ar

321、chives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm34/68 an aggregate of 1,371,495 Ordinary Shares issuable upon the exercise of outstanding warrants to purchase OrdinaryShares,at exercise prices ranging between$5.00 to$16.66 per Ordinary Share,issued to certain investors inco

322、nnection with private placements.Unless otherwise indicated,all information in this prospectus assumes that we sell only Ordinary Shares andaccompanying Warrants and not any Pre-Funded Warrants and that none of the Warrants issued in this offering are exercised.182025/5/8 17:02sec.gov/Archives/edgar

323、/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm35/68 DESCRIPTION OF SHARE CAPITAL The following description of our share capital,provisions of our amended and restated articles of associatio

324、n as may beamended and restated from time to time,and Israeli law are summaries and do not purport to be complete,and is qualified in itsentirety by reference to,the provisions of our amended and restated articles of association as well as the Israeli law and any otherdocuments referenced in the sum

325、mary and from which the summary is derived.On April 2,2025,we convened a special general meeting in which our shareholders voted upon and approved an increaseto our authorized share capital from 15,000,000 to 150,000,000 Ordinary Shares,and to restate our amended and restated articles ofassociation

326、to reflect the same.As of April 8,2025,our authorized share capital consisted of 150,000,000 Ordinary Shares,ofwhich 8,806,619 Ordinary Shares were issued and outstanding.All of our outstanding Ordinary Shares have been validly issued,fully paid,and non-assessable.Our Ordinary Shares are not redeema

327、ble and are not subject to any preemptive right.Our registration number with the Israeli Registrar of Companies is 514720374.Ordinary Shares In the last three years,we have issued an aggregate of 7,435,986 Ordinary Shares in several private placements,publicofferings,rights offerings and exercise of

328、 employees stock options for aggregate net proceeds of approximately$25,355 thousand(in each case based on the exchange rate of the NIS and dollar applicable on the day of the closing of the respective transaction).Options In the last three years,we have granted options to purchase an aggregate of 4

329、77,685 Ordinary Shares to officers,serviceproviders,beneficial owner and employees with exercise prices ranging from$0.01 to$247.10 per share.No Ordinary Shares wereissued upon exercises of such options in the last three years.Warrants In the last three years,we have granted warrants to purchase an

330、aggregate of 1,386,317 Ordinary Shares to investors withexercise prices ranging from$5.0 to$16.66 per share.No Ordinary Shares were issued upon exercises of such warrants in the lastthree years.Pre-Funded Warrants In the last three years,we have granted Pre-Funded Warrants to purchase an aggregate o

331、f 664,156 Ordinary Shares toinvestors with exercise price from$0.0001 to NIS 6.0(approximately$1.6)per share.A total of 664,156 Ordinary Shares wereissued upon exercises of such warrants in the last three years.Our Amended and Restated Articles of Association Purposes and Objects of the Company Our

332、purpose is set forth in Article 3 of our amended and restated articles of association and includes every lawful purpose.The Powers of the Directors Our board of directors shall direct our policy and shall supervise the performance of our Chief Executive Officer and hisactions.Our board of directors

333、may exercise all powers that are not required under the Companies Law or under our amended andrestated articles of association to be exercised or taken by our shareholders.192025/5/8 17:02sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htmhttps:/www.sec.gov/Archives/edgar/data/1901215/000121390025038040/ea0240307-f1a1_brenmiller.htm36/68 Rights Attached to Shares E