Subject to Completion, dated June 18, 2026

PROSPECTUS

BRENMILLER ENERGY LTD.

 

Up to 5,905,055 Ordinary Shares

 

This prospectus relates to the resale, by the selling shareholder identified in this prospectus, of up to 5,905,055 ordinary shares, no par value per share, or the Ordinary Shares.

We are registering for resale (i) 598,802 Ordinary Shares issuable upon the conversion of 1,000 preferred shares, with a stated value of $1,000 per share and conversion price of $1.67 per share, or the June 1st 2026 Convertible Preferred Shares, (ii) up to an additional 598,802 Ordinary Shares issuable upon the conversion of 1,000 preferred shares, reflecting 200% of the maximum number of shares issuable upon conversion of the June 1st 2026 Convertible Preferred Shares, due to the potential effect of anti-dilution adjustments contained in our Amended and Restated Articles of Association (without taking into account any limitations on the conversion of such June 1st Convertible Preferred Shares set forth therein), (iii) 598,802 Ordinary Shares issuable upon the exercise of ordinary warrants, with an exercise price of $14.56 per share (which will be reduced to $2.00 upon receipt of shareholder approval), or the June 1st 2026 Ordinary Warrants, and (iv) 783,649 Ordinary Shares issuable upon the conversion of previously issued and outstanding preferred shares, with a conversion price of $1.67 per share, reflecting 200% of the maximum number of shares issuable upon conversion of such preferred shares, due to the potential effect of anti-dilution adjustments contained in our Amended and Restated Articles of Association (without taking into account any limitations on the conversion of such Preferred Shares set forth therein).

In addition, we are registering for resale the following shares issuable under the SPA Amendment (as defined below) and Seventh Subsequent Closing (as defined below) (i) 750,000 Ordinary Shares issuable upon the conversion of 1,500 preferred shares, with a stated value of $1,000 per share, or June 15th 2026 Convertible Preferred Shares, (ii) up to an additional 750,000 Ordinary Shares issuable upon the conversion of such June 15th 2026 Convertible Preferred Shares, reflecting 200% of the maximum number of shares issuable upon conversion of the June 15th 2026 Convertible Preferred Shares due to the potential effect of anti-dilution adjustments contained in our Amended and Restated Articles of Association (without taking into account any limitations on the conversion of such preferred shares set forth therein), (iii) 750,000 Ordinary Shares issuable upon the exercise of warrants, or the June 15th 2026 Ordinary Warrants, 435,387 of which have an exercise price of $14.56 per share and 314,613 of which have an exercise price of $2.00 per share, (iv) 75,000 Ordinary Shares issuable upon the exercise of a pre-funded warrant, (v) 500,000 Ordinary Shares issuable upon the exercise of warrants with an exercise price of $2.00 per share and exercisable for a seven-day exercise period, and (vi) 500,000 Ordinary Shares issuable upon the exercise of warrants with an exercise price of $2.00 per share and exercisable for five years. For purposes of this prospectus, all share amounts relating to the SPA Amendment and Seventh Subsequent Funding assume receipt of the required shareholder approval as described in "Our Company—Recent Developments—Seventh Subsequent Funding" found elsewhere in this prospectus. For purposes of this prospectus, the term "Preferred Shares" refers collectively to the June 1st 2026 Convertible Preferred Shares, the June 15th 2026 Convertible Preferred Shares and all previously issued and outstanding preferred shares of the Company. See "Our Company—Recent Developments—July 2025 Private Placement" for additional information.

This prospectus describes the general manner in which the Ordinary Shares may be offered and sold by the selling shareholder. If necessary, the specific manner in which the Ordinary Shares may be offered and sold will be described in a prospectus supplement to this prospectus. No Ordinary Shares are being registered hereunder for sale by us. We will not receive any proceeds from the sale of the Ordinary Shares by the selling shareholder, however we will receive cash proceeds equal to the exercise price of any Ordinary warrants and pre-funded Warrants that are exercised. See "Use of Proceeds". The selling shareholder may sell all or a portion of the Ordinary Shares from time to time in market transactions through any market on which our Ordinary Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See "Plan of Distribution".