https://www.sec.gov/Archives/edgar/data/1901215/000121390026079617/ea0298103-f3_brenmiller.htm

This prospectus relates to the resale, by the selling shareholder identified in this prospectus, of up to 7,201,960 ordinary shares, no par value per share, or the Ordinary Shares.

We are registering for resale (i) 1,089,918 Ordinary Shares issuable upon the conversion of 1,000 preferred shares, with a stated value of $1,000 per share and conversion price of $0.9175 per share, or the July 2026 Convertible Preferred Shares, (ii) up to an additional 1,089,918 Ordinary Shares issuable upon the conversion of 1,000 preferred shares, reflecting 200% of the maximum number of shares issuable upon conversion of the July 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 July 2026 Convertible Preferred Shares set forth therein), (iii) 1,089,918 Ordinary Shares issuable upon the exercise of ordinary warrants, with an exercise price of $14.56 per share, or the July 2026 Ordinary Warrants, and (iv) 3,932,206 Ordinary Shares issuable upon the conversion of previously issued and outstanding preferred shares, with a conversion price of $0.9175 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).

For purposes of this prospectus, the term "Preferred Shares" refers collectively to the July 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 July 2026 Ordinary 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".