Brenmiller Energy Ltd. - Amendment to Securities Purchase Agreement and Warrants

Brenmiller Energy Ltd. has entered into Amendment No. 2 to its Securities Purchase Agreement (SPA Amendment) with Alpha Capital Anstalt. This amendment, dated June 11, 2026, allows Alpha Capital Anstalt to purchase $1,500,000 of preferred shares and accompanying warrants, referred to as the Seventh Subsequent Funding. The conversion price of these preferred shares is set to be amended from $1.67 to $2.00 per ordinary share, subject to shareholder approval. Additionally, Brenmiller Energy Ltd. will issue Alpha Capital Anstalt a pre-funded warrant, short-term warrants, and additional warrants, all with an exercise price of $2.00 per share, also contingent on shareholder approval. The company has agreed to file a proxy statement to seek shareholder approval for these changes, including an increase in the conversion price of preferred shares and a reduction in the exercise price of certain outstanding warrants. The net proceeds from the Seventh Subsequent Funding will be used for general corporate purposes, working capital, and the execution of the Company’s commercial TES projects. The company has also entered into an Amendment to Warrants, which, upon receipt of shareholder approval, will reduce the exercise price of certain warrants to $2.00 per ordinary share.