Brenmiller Energy Ltd.

Brenmiller effected two reverse splits (35x combined) in 8 months to maintain Nasdaq listing; third split pending vote March 31 2026

Two reverse splits enacted within 8 months: 5-for-1 on June 20 2025 and 7-for-1 on January 26 2026, representing a 35x combined split ratio. A third split (up to 6-for-1) is up for vote at the March 31 2026 Special General Meeting. Per Nasdaq Rule 5810(c)(3)(A)(iv), having effected reverse splits in the prior year, BNRG is ineligible for a further compliance cure period if shares fall below $1.00 for 30 consecutive business days.

Brenmiller entered a $25M PIPE with Alpha Capital Anstalt featuring full-ratchet anti-dilution; five tranches completed through March 2026 with conversion price declining from ~$2.541 to $1.222

On July 25 2025 Brenmiller entered a Securities Purchase Agreement with Alpha Capital Anstalt for up to $25M across multiple tranches of preferred shares, pre-funded warrants, and ordinary warrants. Five tranches were completed by March 10 2026 (initial July 28 2025, subsequent Sept 29 / Dec 3 / Dec 30 2025 / Feb 13 / March 10 2026). Each new tranche triggers full-ratchet anti-dilution adjustments, resetting the conversion price for ALL outstanding preferred shares and warrant exercise prices downward.

BNRG's stockholders' equity fell below Nasdaq's $2.5M minimum as of June 30 2025; compliance is contingent on continued Alpha Capital fundings

The F-3 risk factors note that the Nasdaq minimum stockholders' equity requirement of $2.5M was not met as of June 30 2025, when equity was $1.193M. The company asserted compliance after the July 2025 Alpha Capital closing but with ongoing losses and further dilution, maintaining this compliance requires continued Alpha tranches.

Brenmiller Energy disclosed going concern doubt in FY2025 annual report with $116.1M accumulated deficit and only $387K first-ever revenue

20-F (FY2025) states: 'Management's assessment raised substantial doubt about the company's ability to continue as a going concern.' Accumulated deficit $116.1M, net loss ~$13.9M in FY2025, cash $4.945M including restricted deposits.

Brenmiller executed two reverse splits totaling 35x (5-for-1 in June 2025, 7-for-1 in January 2026) while executing multiple toxic PIPE tranches with Alpha Capital, consistent with share-price dilution spiral

5-for-1 reverse split effected June 20, 2025 (one month before the July 25, 2025 Alpha SPA signing). 7-for-1 reverse split effected January 26, 2026 (during active PIPE tranche cycle). Both splits were required to maintain Nasdaq minimum bid price compliance ($1.00). As of March 13, 2026, stock traded at $0.725 — below $1.00 again — with Nasdaq warning that a third deficiency period is not available due to Rule 5810(c)(3)(A)(iv).

Full-ratchet anti-dilution provision in all Alpha Capital preferred shares and warrants creates accelerating dilution: each new tranche at lower price resets all previous conversion prices downward

The Brenmiller F-3 (March 16, 2026) states explicitly: 'The warrants issued to Alpha on July 28, 2025, September 29, 2025, December 3, 2025, December 30, 2025, February 13, 2026, and March 10, 2026 and the preferred shares issued on September 29, 2025...contain a full-ratchet anti-dilution provision which, subject to limited exceptions, reduce the exercise price of the warrants or the conversion price of the preferred shares (and increase the number of shares issuable) in the event that we in the future issue ordinary shares...at a price per share lower than the applicable exercise price or conversion price then in effect.' As a result, the March 2026 tranche at $1.222 reset all prior tranches' conversion prices from their original higher levels to $1.222.

BNRG share price dropped to $0.725 by March 13 2026 — below Nasdaq $1.00 minimum, exposing company to immediate delisting risk

The March 16 2026 F-3 states: 'The last reported sale price of our Ordinary Shares on March 13, 2026 was $0.725 per share.' This is below the Nasdaq $1.00 minimum bid price requirement. Prior to this the February 23 2026 F-3 noted $1.35 on February 20 2026.

March 2026 F-3 registers 4,055,403 shares for Alpha Capital resale — 271% of current float — with zero proceeds to company; effective within 4 days

The March 16 2026 F-3 registers 4,055,403 ordinary shares for resale by Alpha Capital Anstalt. As of March 16 2026, only 1,496,311 ordinary shares were outstanding. Alpha's resale registration equals 271% of the current float. The company receives zero proceeds from these resales. The F-3 went effective March 20 2026 — just 4 days later.

Serial EFFECT/F-3 pattern: Alpha Capital receives $1M tranche, F-3 resale registration files within days, goes effective within 4–9 days enabling immediate Alpha liquidation

Three F-3 resale registrations (all for Alpha Capital) went effective within 4–9 days of filing: Jan 9 → EFFECT Jan 16 (7 days); Feb 23 → EFFECT Mar 4 (9 days); Mar 16 → EFFECT Mar 20 (4 days). Each F-3 was filed shortly after a new $1M Alpha Capital tranche closed, enabling immediate share resale.

Brenmiller press release on same day as 20-F filing framed $387K revenue as 'Commercial Breakthrough' despite $116.1M accumulated deficit and going concern warning

The 6-K press release of March 25 2026 is titled 'Brenmiller Energy Issues Business Update Highlighting Commercial Breakthrough, First TES Revenue and BNRG360 Growth Strategy.' The headline use of 'Commercial Breakthrough' to describe $387K in FY2025 revenue after 13 years of development and $116.1M in accumulated losses reflects promotional framing inconsistent with the financial reality disclosed in the concurrent 20-F.

BNRG called March 31 2026 meeting to authorize a third reverse split (up to 6-for-1); cumulative would reach 210:1 with no remaining Nasdaq cure period

The 6-K filed March 16 2026 called a Special General Meeting for March 31 2026. The sole agenda item is authorization of a reverse split of up to 6-for-1. Having already effected a 5-for-1 split (June 2025) and a 7-for-1 split (January 2026), a third split would bring the cumulative split ratio to up to 210:1. Per Nasdaq rules, because reverse splits were effected within the prior year, the company has no further cure period available.

Two European subsidiaries (Spain, Hungary) present in Feb 2026 F-3 absent from March 2026 F-3 three weeks later — possible dissolution or restructuring without disclosure

The February 2026 F-3 lists three subsidiaries: Brenmiller Energy U.S. Inc. (Delaware), Brenmiller Europe S.L. (Spain), and Bren Dom TES KFT (Hungary). The March 2026 F-3 (filed 3 weeks later) lists only Brenmiller Energy U.S. Inc. The Spain and Hungary entities disappear without disclosure. This may indicate restructuring, dissolution, or deliberate omission.

All 10 BNRG insiders filed Form 3 initial ownership statements simultaneously on 2026-03-18; possible board refresh or SPA-triggered reporting obligation

Ten Form 3 (Initial Statement of Beneficial Ownership) filings were made on March 18 2026 — one day before the record date for the March 31 2026 Special General Meeting. The filers were: Avraham Brenmiller (CEO), Doron Brenmiller (CBO), Nir Brenmiller (Deputy CEO), Ofir Zimmerman (CFO), Avi Sasson (COO), Michael Korner (Director), Zvi Joseph (Director), Harel Gadot (Director), Orna Ben Yosef (Director), Boaz Toshav (Director). These are 'initial' ownership filings; reason for simultaneous batch filing is unclear.

Three Brenmillers occupy four of five C-suite positions — CEO, Deputy CEO, CBO — raising governance independence concerns

Three members of the Brenmiller family hold four of five C-suite roles: Avraham (Avi) Brenmiller (CEO/founder), Doron Brenmiller (Chief Business Officer), and Nir Brenmiller (Deputy CEO). This concentration suggests limited governance independence and potential for related-party transactions not at arm's length. Related-party disclosures in the 20-F were not fully extracted.