Brenmiller Energy signs private placement agreement for up to $25M financing

Brenmiller Energy (BNRG) entered into a securities purchase agreement with Alpha Capital Anstalt. Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to issue and sell to Alpha, subject to certain conditions, up to an aggregate of $25M in securities across multiple tranches, consisting of preferred shares, pre-funded warrants, and ordinary warrants. At the initial closing, expected to take place on or about July 28, for a subscription amount of $1.2M the Company will issue pre-funded warrants to purchase 631,579 ordinary shares at an exercise price of $0.00001 per share and ordinary warrants to purchase 631,579 ordinary shares at an exercise price of $2.09 per share. The Pre-Funded Warrants will be exercisable upon issuance and will expire when exercised in full. The Ordinary Warrants will be exercisable upon issuance and expire five years from the initial exercise date. The exercise of the Pre-Funded Warrants and Ordinary Warrants are subject to certain beneficial ownership limitations contained therein. Subject to receipt of certain shareholder approvals, the Company will issue preferred shares with a stated value of $1,000 per share, or the Preferred Shares, in exchange for an additional $3.8M investment. Each Preferred Share is convertible into ordinary shares at a fixed conversion price of $2.288 per share. At the Equity Closing, the Company will also issue accompanying ordinary warrants, with an exercise price of $2.40 per share, equal to 100% of the shares underlying the Preferred Shares, which will be exercisable upon issuance and will expire five years from the initial exercise date. The proceeds from the financing will be used for general corporate purposes, working capital, and execution of Brenmiller’s commercial TES projects across Europe, the U.S., and the Middle East. Under the terms of the Securities Purchase Agreement, subject to certain conditions and as long as any Preferred Shares or Additional Ordinary Warrants are outstanding, Alpha also has the right to purchase additional preferred shares and warrants from the Company up to an additional $20M. The Securities Purchase Agreement also provides for certain additional fundings by Alpha after the Equity Closing which can come in the form of warrant exercises, Subsequent Financing or other financing arranged by Alpha, subject to certain conditions, up to $15M, over a two year period beginning after the Equity Closing. Assuming full exercise of all warrants, the overall financing from Alpha may reach $50M. Approval of the Company’s shareholders is required for the Equity Closing under the Company’s constitutive documents and applicable law allowing for, among other things, the issuance of the Preferred Shares, including all the underlying shares, and for the Company to issue in excess of 24.99% of the Company’s ordinary shares outstanding on the Equity Closing. In addition, on July 25, the Company entered into two separate Registration Rights Agreements with Alpha pertaining to the resale of the ordinary shares issuable upon exercise of the warrants issued at the Pre-Funded Warrants Closing and the resale of the ordinary shares issuable upon conversion of the Preferred Shares and exercise of the Additional Ordinary Warrants to be issued at the Equity Closing. The Company agreed to file these registration statements with the U.S. Securities and Exchange Commission and maintain their effectiveness within specified timeframes.