PROSPECTUS

 

 

BRENX LTD.

 

Up to 1,146,789 Ordinary Shares

 

This prospectus relates to the resale, by the selling shareholder identified in this prospectus, of up to 1,146,789 ordinary shares, no par value per share, or the Ordinary Shares.

 

We are registering for resale (i) 382,263 Ordinary Shares issuable upon the conversion of 1,000 preferred shares, with a stated value of $1,000 per share and initial conversion price of $2.616 per share, (ii) up to an additional 382,263 Ordinary Shares issuable upon the conversion of 1,000 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 convertible preferred shares set forth therein), and (iii) 382,263 Ordinary Shares issuable upon the exercise of ordinary warrants, with an exercise price of $87.36 per share.

 

For purposes of this prospectus, the term "Preferred Shares" refers collectively to the convertible preferred shares described above and all previously issued and outstanding preferred shares of the Company. See "Our Company—Recent Developments—July 2025 Private Placement" for additional information.