0001213900-22-046572.txt : 20220811 0001213900-22-046572.hdr.sgml : 20220811 20220811061907 ACCESSION NUMBER: 0001213900-22-046572 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20220811 FILED AS OF DATE: 20220811 DATE AS OF CHANGE: 20220811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brenmiller Energy Ltd. CENTRAL INDEX KEY: 0001901215 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41402 FILM NUMBER: 221153533 BUSINESS ADDRESS: STREET 1: 13 AMAL STREET CITY: ROSH HAAYIN STATE: L3 ZIP: 4809249 BUSINESS PHONE: 972776935140 MAIL ADDRESS: STREET 1: 13 AMAL STREET CITY: ROSH HAAYIN STATE: L3 ZIP: 4809249 6-K 1 ea164138-6k_brenmiller.htm REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of August 2022

Commission file number: 001-41402

BRENMILLER ENERGY LTD.

(Translation of registrant’s name into English)

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):

CONTENTS

On August 11, 2022, Brenmiller Energy Ltd., or the Company, issued a press release titled “Brenmiller Energy Reports First Half 2022 Financial Results and Operational Update”. A copy of this press release is furnished with this Report of Foreign Private Issuer on Form 6-K, or this Form 6-K, as Exhibit 99.1. In addition, the Company is furnishing its unaudited condensed consolidated financial statements as of and for the six-month period ended June 30, 2022 as Exhibit 99.2 to this Form 6-K and is furnishing its Management’s Discussion and Analysis of Financial Condition and Results of Operations, which discusses and analyzes Company’s financial condition and results of operations as of and for the six-month period ended June 30, 2022, as Exhibit 99.3 to this Form 6-K.

EXHIBIT INDEX

Exhibit No.
99.1		Press release titled: “Brenmiller Energy Reports First Half 2022 Financial Results and Operational Update”.
99.2		Condensed Consolidated Financial Statements as of and for the Six Month Period Ended June 30, 2022 (Unaudited).
99.3		Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Brenmiller Energy Ltd.

Date: August 11, 2022	By:	/s/ Avraham Brenmiller
		Name:	Avraham Brenmiller
		Title:	Chief Executive Officer

EX-99.1 2 ea164138ex99-1_brenmiller.htm PRESS RELEASE TITLED: "BRENMILLER ENERGY REPORTS FIRST HALF 2022 FINANCIAL RESULTS AND OPERATIONAL UPDATE"

Exhibit 99.1

Brenmiller Energy Reports First Half 2022 Financial Results and Operational Update

- Accelerating Investment to Expand Israeli Production Facility -

- Significant Increase in Revenue to $1.5 million –

- Expects Completion of Current Projects to Lead to Increased Commercial Orders -

Rosh Haayin, Israel (August 11, 2022) – Brenmiller Energy Ltd. (“Brenmiller”, “Brenmiller Energy” or the “Company”) (TASE: BNRG, Nasdaq: BNRG), a clean-energy company that provides Thermal Energy Storage (“TES”) systems to the global industrial and utility markets, today announced financial results as of and for the six months ended June 30, 2022 and operational updates.

Key Highlights

●

Significant increase in revenue to $1.5 million for the first half of 2022, driven by the recognition of a licensing fee upon the final delivery of know-how for the Company’s project with Fortlev in Brazil.

●

Completed the first draw down for 4 million euros, on July 28, 2022, under our credit facility with the European Investment Bank, which will allow for accelerated investment in our production facility in Dimona, Israel.

●

Completed construction of our first utility scale project with Enel in Italy with commissioning expected in the second half of 2022.

●

Began trading on the Nasdaq Capital Market (“Nasdaq”) under ticker symbol “BNRG” on May 25, 2022.

●

Signed framework agreement with Philip Morris for the supply of the Company’s bGen™ TES; signed agreement for a $9 million system in Romania.

●

Selected by the Government Procurement Administration in Israel to supply heat energy using our bGen system under a potential Energy as a Service (EaaS) contract.

Management Commentary

“2022 is turning out to be a historic year for Brenmiller Energy,” said Avi Brenmiller, Chairman and Chief Executive Officer of Brenmiller Energy. “To date in 2022, we have reached many important milestones, including our first large commercial order for $9M with Philip Morris in Romania, the completion of a pilot project in Brazil with Fortlev, drawing from our credit facility with the European Investment Bank to accelerate work for our newly upgraded production facility, and the listing of our ordinary shares on the Nasdaq.”

“With the completion of our first pilot project in Brazil, and the near completion of others, including a utility scale project in Italy, we believe we are on the path to become one of the leading thermal energy storage solution providers, with a commercial ready solution,” continued Brenmiller. “As we look to the future, we believe there are many factors in our favor including the need for large industrial process companies and utilities to decarbonize their operations, high energy prices and an increased need for energy security. Our bGen TES system is well positioned to address these needs and we are optimistic that we will see an acceleration in converting our robust pipeline of opportunities into commercial orders throughout the remainder of 2022 and into 2023.”

Research and Development

Research, development, and engineering expenses were $2.47 million in the first half of 2022, compared to $1.90 million in the first half of 2021. The increase was primarily attributable to higher payroll costs as the Company has enhanced its research and development developments to support future growth.

Research, development, and engineering expenses, net breakdown:

	Six months ended June 30
	2022			2021
	USD in thousands (unaudited)
Total research, development, and engineering expenses		2,730			2,532
Less – grants		(263	)		(634	)
Research, development and engineering expenses, net		2,467			1,898

Balance Sheet Update

As of June 30, 2022, Brenmiller had cash and equivalents of $9.1 million. On May 24, 2022, the Company closed the second tranche of the investment by certain private investors pursuant to a securities purchase agreement dated October 29, 2021. As a result, the balance of $7.5 million in gross proceeds of the $15 million private placement has been paid to the Company by such investors against the issuance of the Company’s securities. On July 28, 2022, and as discussed in more detail below, Brenmiller made the first draw of 4.0 million euros from its 7.5 million euros credit facility with the European Investment Bank (“EIB”).

New Project Awards

In February 2022, Brenmiller signed a five-year framework agreement with Philip Morris Products SA (“Philip Morris”) for the supply of its TES systems. The framework agreement sets terms, with adjustments based on the size, for Brenmiller to provide its TES system, bGen, at forty-one of Philip Morris’ sites globally. Following the signing of the framework agreement with Philip Morris, on February 28, 2022, Brenmiller signed an agreement with Philip Morris Romania Romania S.R.L. for the purchase of a 31.5 MWh bGen unit in Romania for approximately $9.2 million, with an option to expand the capacity to 52.5 MWh. The Company is currently in early design stages and plans to begin construction in early 2023 with completion by the end of 2023.

On May 25, 2022, the Government Procurement Administration of Israel issued a notice regarding its intent to engage with Brenmiller as a sole supplier for the purchase of heat energy at Wolfson Hospital in Israel. Under the proposed engagement, Brenmiller will install its TES system, bGen, integrate it with the hospital’s local energy system and maintain the installed system. Brenmiller plans to enter into an approximately $5 million, seven and one-half year contract with Wolfson Hospital under which it will supply heat energy at prices to be agreed between the parties. This is Brenmiller’s first potential project using an Energy As a Service (EaaS) business model. Under this business model, profit margins are expected to be higher than those in a traditional capital equipment sale and be more recurring in nature.

Dimona Israel Production Facility

On March 31, 2021, Brenmiller signed a 7.5 million euros credit facility with the EIB for the creation of an advanced production facility in Dimona, Israel. The Company made its first draw down on the first of two tranches of the credit facility for 4.0 million euros on July 28, 2022.

The production facility is currently under construction and will have a capacity to produce up to 4,000 MWh per year of bGen thermal storage modules. The draw down on the EIB credit facility is a critical step in the Company meeting its target to reach full production capacity by the end of 2023. The Dimona production facility will play a meaningful role in Brenmiller’s effort to support current and potential future projects.

Operational Update

Brenmiller is currently in the process of installing pilot projects in various geographic regions in an effort to demonstrate the use of its technologies for both industrial and utility scale applications, which are ultimately expected to support the commercialization of the technology. Its pilot projects are progressing as planned and are expected to reach major milestones over the next twelve months. Key updates to its pilot projects include:

●

Fortlev: Brenmiller designed, manufactured, and installed a 1 MWh TES with Fortlev in Brazil. The TES system, which is being charged with biomass, is now completed and is in operation as reported in our press release dated August 9, 2022.

●

Enel: Brenmiller is designing, manufacturing, and installing a 23 MWh TES system for a combined cycle power plant for Enel in Italy. This is the Company’s first utility scale project. The project has finished the manufacturing stage, all storage modules have been shipped to the project site and construction is complete. The next stage is hot commissioning, and the project has already passed several milestone tests, including high pressure tests for its piping systems. Brenmiller expects to commission this project in the second half of 2022, with full operations expected by year end 2022. Following its testing of the system, Enel will have an option to add additional storage capacity at the site.

●

SUNY Purchase: The Company has installed a 0.5 MWh thermal storage-based co-generation station with the New York Power Authority (NYPA) at SUNY Purchase College in New York. The system includes hybrid charging with both exhaust gas and electricity. The project is currently in the commissioning phase with final delivery expected in the second half of 2022.

About Brenmiller Energy

Brenmiller Energy delivers scalable thermal energy storage solutions and services that allow customers to cost-effectively decarbonize their operations. Its patented bGen thermal storage technology enables the use of renewable energy resources, as well as waste heat, to heat crushed rocks to very high temperatures. They can then store this heat for minutes, hours, or even days before using it for industrial and power generation processes. With bGen, organizations have a way to use electricity, biomass and waste heat to generate the steam, hot water and hot air they need for a variety of applications, including, for example, to mold plastic, process food and beverages, produce paper, manufacture chemicals and pharmaceuticals or drive steam turbines without burning fossil fuels. For more information visit the company’s website at https://bren-energy.com/ and follow the company on Twitter and LinkedIn.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Statements that are not statements of historical fact may be deemed to be forward-looking statements. For example, the Company is using forward-looking statements in this press release when it discusses its expected timeline for installing and completing its pilot projects and reaching other milestones, its plans to enter into a contract with Wolfson Hospital to supply heat energy, and the role that the Company’s Dimona production facility will play to support current and potential future projects. Without limiting the generality of the foregoing, words such as “plan,” “project,” “potential,” “seek,” “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” are intended to identify forward-looking statements. Readers are cautioned that certain important factors may affect the Company’s actual results and could cause such results to differ materially from any forward-looking statements that may be made in this press release. Factors that may affect the Company’s results include, but are not limited to, the Company’s planned level of revenues and capital expenditures, the demand for and market acceptance of our products, impact of competitive products and prices, product development, commercialization or technological difficulties, the success or failure of negotiations and trade, legal, social and economic risks and the risks associated with the adequacy of existing cash resources. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s prospectus dated May 24, 2022 filed with the U.S. Securities and Exchange Commission (“SEC”), which is available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

	June 30,			December 31,
	2022			2021
	USD in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		9,144			8,280
Restricted deposits		42			47
Trade receivables		761			162
Other receivables		577			553
Inventory		327			95
Assets held for sale (Rotem1)		603			-
TOTAL CURRENT ASSETS		11,454			9,137
NON-CURRENT ASSETS:
Restricted deposits		159			179
Investment in joint venture		40			-
Right-of-use assets, net		1,576			3,018
Property, plant and equipment:
Plant and equipment, net		1,423			1,583
Rotem 1 project		-			679
Total property, plant and equipment		1,423			2,262
TOTAL NON-CURRENT ASSETS		3,198			5,459
TOTAL ASSETS		14,652			14,596
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term bank credit and loans		-			5
Trade payables		71			264
Deferred revenues		260			1,095
Other payables		1,757			1,623
Provisions		215			215
Current maturities of lease liabilities		566			954
TOTAL CURRENT LIABILITIES		2,869			4,156
NON-CURRENT LIABILITIES
Lease liabilities		1,113			2,448
Liability for share options		22			213
Liability for royalties		1,776			2,236
TOTAL NON-CURRENT LIABILITIES		2,911			4,897
TOTAL LIABILITIES		5,780			9,053
EQUITY:
Share capital		88			79
Share premium		52,157			45,648
Receipts on account of warrants		1,832			1,176
Capital reserve from transactions with controlling shareholders		54,061			54,061
Capital reserve on share based payments		2,046			1,318
Foreign currency cumulative translation reserve		(1,675	)		(1,053	)
Accumulated deficit		(99,637	)		(95,686	)
TOTAL EQUITY		8,872			5,543
TOTAL LIABILITIES AND EQUITY		14,652			14,596

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	Six months ended
	June 30
	2022			2021
	USD in thousands (except per share data)

REVENUES		1,520			285
COSTS AND EXPENSES:
COST OF REVENUES		(883	)		(2,589	)
RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES, NET		(2,467	)		(1,898	)
MARKETING AND PROJECT PROMOTION EXPENSES, NET		(612	)		(355	)
GENERAL AND ADMINISTRATIVE EXPENSES		(2,328	)		(987	)
SHARE IN LOSS OF JOINT VENTURE		(29	)		-
OTHER INCOME (EXPENSES), NET		38			(293	)
OPERATING LOSS		(4,761	)		(5,837	)
FINANCIAL INCOME		964			788
FINANCIAL EXPENSES		(154	)		(135	)
FINANCIAL INCOME, NET		810			653
LOSS FOR THE PERIOD		(3,951	)		(5,184	)
OTHER COMPREHENSIVE LOSS – ITEM THAT WILL NOT BE RECLASSIFIED TO PROFIT OR LOSS – EXCHANGE DIFFERENCES ON TRANSLATION TO PRESENTATION CURRNECY		(622	)		(35	)
COMPREHENSIVE LOSS FOR THE PERIOD		(4,573	)		(5,219	)

LOSS PER ORDINARY SHARE (in Dollars) -
Basic and fully diluted loss		(0.28	)		(0.44	)*

Retroactively adjusted to give effect to a reverse stock split of the Ordinary Shares – see Note 10A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended
	June 30
	2022			2021
	USD in thousands
CASH FLOWS - OPERATING ACTIVITIES:
Net cash used for operating activities		(4,982	)		(3,849	)
CASH FLOWS - INVESTING ACTIVITIES:
Purchase of equipment		(30	)		(26	)
Installation of production line		(108	)		(96	)
Investment in Joint venture		(74	)		-
Restricted deposits, net		-			3
Net cash used for investing activities		(212	)		(119	)
CASH FLOWS - FINANCING ACTIVITIES:
Proceeds from issuance of shares and warrants, net		7,174			8,473
Exercise of options and warrants		-			20
Repayment of bank loan and interest thereon		(5	)		(8	)
Payments with respect to lease liabilities and interest thereon		(284	)		(383	)
Repayment of royalties’ liability		(24	)		-
Grants recognized as liability for royalties		28			40
Repayment of shareholder’s loan		-			(949	)
Net cash provided by financing activities		6,889			7,193
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,695			3,225
EXCHANGE DIFFERENCES ON CASH AND CASH
EQUIVALENTS		(831	)		(67	)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD		8,280			2,278
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD		9,144			5,436

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - NET CASH USED FOR OPERATING ACTIVITIES

	Six months ended June 30
	2022			2021
	USD in thousands

A. NET CASH USED FOR OPERATING ACTIVITIES

Loss for the period		(3,951	)		(5,184	)

Adjustments for:
Depreciation		121			123
Amortization of right-of-use assets		273			181
Loss from realization of equipment, metals and parts		-			311
Increase (Decrease) in research and development expenses due to royalty obligation		86			(40	)
Provision		24			673
Share in loss of joint venture		29			-
Other income		(80	)		-
Fair value adjustment of share options’ liability		(178	)		(745	)
Other financial expenses		46			72
Share-based payment		728			124
		(2,902	)		(4,485	)
Changes in operating working capital:
Increase in trade and other receivables		(709	)		(246	)
Decrease (increase) in inventory		(243	)		616
Increase (decrease) in deferred revenues and trade and other payables		(1,128	)		266
Net cash used for operating activities		(4,982	)		(3,849	)

NON-CASH INVESTMENT AND FINANCING ACTIVITIES:
Recognition of Lease liability and right-of-use asset		449			146
Derecognition of lease liability		1,512			-
Derecognition of right of use asset		1,432			-
INTEREST PAYMENTS (included in financing items)		33			16

U.S. Investor Contact:

Chase Jacobson, Vallum Advisors

investors@bren-energy.com

+1 980-265-2597

Media Contact:

Isaac Steinmetz

Antenna for Brenmiller Energy

BrenmillerEnergy@antennagroup.com

EX-99.2 3 ea164138ex99-2_brenmiller.htm CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2022 (UNAUDITED)

Exhibit 99.2

Brenmiller Energy Ltd.

Condensed consolidated financial statements as of and for the 6 month period ended June 30, 2022 (Unaudited)

Index to condensed consolidated financial statements

	Page

Condensed Consolidated Financial Statements in US Dollars (Unaudited):
Condensed Consolidated Statements of Financial Position	2
Condensed Consolidated Statements of Comprehensive loss	3
Condensed Consolidated Statements of Changes in Equity	4
Condensed Consolidated Statements of Cash Flows	5 - 6
Notes to the Condensed Consolidated Financial Statements	7 - 13

Brenmiller Energy Ltd.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSTION

(Unaudited)

		June 30,			December 31,
		2022			2021
	Note	USD in thousands
Assets
CURRENT ASSETS:
Cash and cash equivalents			9,144			8,280
Restricted deposits			42			47
Trade receivables			761			162
Other receivables			577			553
Inventory			327			95
Assets held for sale (Rotem1)			603			-
TOTAL CURRENT ASSETS			11,454			9,137
NON-CURRENT ASSETS:
Restricted deposits			159			179
Investment in joint venture	5A		40			-
Right-of-use assets, net	5D		1,576			3,018
Property, plant and equipment:
Plant and equipment, net			1,423			1,583
Rotem 1 project			-			679
Total property, plant and equipment			1,423			2,262
TOTAL NON-CURRENT ASSETS			3,198			5,459
TOTAL ASSETS			14,652			14,596
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term bank credit and loans			-			5
Trade payables			71			264
Deferred revenues			260			1,095
Other payables			1,757			1,623
Provisions	5D		215			215
Current maturities of lease liabilities	5D		566			954
TOTAL CURRENT LIABILITIES			2,869			4,156
NON-CURRENT LIABILITIES
Lease liabilities	5D		1,113			2,448
Liability for share options	12		22			213
Liability for royalties			1,776			2,236
TOTAL NON-CURRENT LIABILITIES			2,911			4,897
TOTAL LIABILITIES			5,780			9,053
EQUITY:	10
Share capital			88			79
Share premium			52,157			45,648
Receipts on account of warrants			1,832			1,176
Capital reserve from transactions with controlling shareholders			54,061			54,061
Capital reserve on share based payments			2,046			1,318
Foreign currency cumulative translation reserve			(1,675	)		(1,053	)
Accumulated deficit			(99,637	)		(95,686	)
TOTAL EQUITY			8,872			5,543
TOTAL LIABILITIES AND EQUITY			14,652			14,596

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Brenmiller Energy Ltd.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

		Six months ended June 30
		2022			2021
		USD in thousands (except per share data)

REVENUES	6		1,520			285
COSTS AND EXPENSES:
COST OF REVENUES	7		(883	)		(2,589	)
RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES, NET	8		(2,467	)		(1,898	)
MARKETING AND PROJECT PROMOTION EXPENSES, NET			(612	)		(355	)
GENERAL AND ADMINISTRATIVE EXPENSES	9		(2,328	)		(987	)
SHARE IN LOSS OF JOINT VENTURE			(29	)		-
OTHER INCOME (EXPENSES), NET	5D		38			(293	)
OPERATING LOSS			(4,761	)		(5,837	)
FINANCIAL INCOME			964			788
FINANCIAL EXPENSES			(154	)		(135	)
FINANCIAL INCOME, NET			810			653
LOSS FOR THE PERIOD			(3,951	)		(5,184	)
OTHER COMPREHENSIVE LOSS – ITEM THAT WILL NOT BE RECLASSIFIED TO PROFIT OR LOSS – EXCHANGE DIFFERENCES ON TRANSLATION TO PRESENTATION CURRNECY			(622	)		(35	)
COMPREHENSIVE LOSS FOR THE PERIOD			(4,573	)		(5,219	)

LOSS PER ORDINARY SHARE (in Dollars) -
Basic and fully diluted loss			(0.28	)		(0.44	)*

Retroactively adjusted to give effect to a reverse stock split of the Ordinary Shares – see Note 10A.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Brenmiller Energy Ltd.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

	Share capital		Share premium		Receipts for warrants and the capital component of convertible loans		Capital reserve from transactions with controlling shareholder		Capital reserve on share-based payments			Presentation currency cumulative translation reserve			Accumulated deficit			Total Equity (Capital Deficiency)
	USD in thousands
BALANCE AS OF JANUARY 1, 2022		79		45,648		1,176		54,061		1,318			(1,053	)		(95,686	)		5,543
CHANGES DURING THE PERIOD:
Loss for the period		-		-		-		-		-			-			(3,951	)		(3,951	)
Currency translation differences		-		-		-		-		-			(622	)		-			(622	)
Comprehensive loss for the period		-		-		-		-		-			(622	)		(3,951	)		(4,573	)
Issuance of share and warrants, net		9		6,509		656		-		-			-			-			7,174
Share-based payments		-		-		-		-		728			-			-			728
BALANCE AS OF JUNE 30, 2022		88		52,157		1,832		54,061		2,046			(1,675	)		(99,637	)		8,872

BALANCE AS OF JANUARY 1, 2021		63		29,958		1,176		54,053		820			(1,039	)		(85,338	)		(307	)
CHANGES DURING THE PERIOD:
Loss for the period		-		-		-		-		-			-			(5,184	)		(5,184	)
Currency translation differences		-		-		-		-		-			(35	)		-			(35	)
Comprehensive loss for the period		-		-		-		-		-			(35	)		(5,184	)		(5,219	)
Issuance of shares, net		6		8,467		-		-		-			-			-			8,473
Exercise of options		*		29		-		-		(9	)		-			-			20
Benefit in respect of controlling shareholder’s loan		-		-		-		8		-			-			-			8
Share-based payments		-		-		-		-		124			-			-			124
BALANCE AS OF JUNE 30, 2021		69		38,454		1,176		54,061		935			(1,074	)		(90,522	)		3,099

(*)

Less than USD 1,000.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Brenmiller Energy Ltd.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30
	2022			2021
	USD in thousands

CASH FLOWS - OPERATING ACTIVITIES:
Net cash used for operating activities (see Appendix A)		(4,982	)		(3,849	)

CASH FLOWS - INVESTING ACTIVITIES:
Purchase of equipment		(30	)		(26	)
Installation of production line		(108	)		(96	)
Investment in Joint venture		(74	)		-
Restricted deposits, net		-			3
Net cash used for investing activities		(212	)		(119	)

CASH FLOWS - FINANCING ACTIVITIES:
Proceeds from issuance of shares and warrants, net		7,174			8,473
Exercise of options and warrants		-			20
Repayment of bank loan and interest thereon		(5	)		(8	)
Payments with respect to lease liabilities and interest thereon		(284	)		(383	)
Repayment of royalties’ liability		(24	)		-
Grants recognized as liability for royalties		28			40
Repayment of shareholder’s loan		-			(949	)
Net cash provided by financing activities		6,889			7,193

NET INCREASE IN CASH AND CASH EQUIVALENTS		1,695			3,225
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS		(831	)		(67	)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD		8,280			2,278
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD		9,144			5,436

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Brenmiller Energy Ltd.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30
	2022			2021
APPENDIX	USD in thousands

A. NET CASH USED FOR OPERATING ACTIVITIES

Loss for the period		(3,951	)		(5,184	)

Adjustments for:
Depreciation		121			123
Amortization of right-of-use assets		273			181
Loss from realization of equipment, metals and parts		-			311
Increase (Decrease) in research and development expenses due to royalty obligation		86			(40	)
Provision		24			673
Share in loss of joint venture		29			-
Other income		(80	)		-
Fair value adjustment of share options’ liability		(178	)		(745	)
Other financial expenses		46			72
Share-based payment		728			124
		(2,902	)		(4,485	)
Changes in operating working capital:
Increase in trade and other receivables		(709	)		(246	)
Decrease (increase) in inventory		(243	)		616
Increase (decrease) in deferred revenues and trade and other payables		(1,128	)		266
Net cash used for operating activities		(4,982	)		(3,849	)

B. NON-CASH INVESTMENT AND FINANCING ACTIVITIES:
Recognition of Lease liability and right-of-use asset		449			146
Derecognition of lease liability		1,512			-
Derecognition of right of use asset		1,432			-
C. INTEREST PAYMENTS (included in financing items)		33			16

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Brenmiller Energy Ltd.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - GENERAL

General description of the Company and its operations

Brenmiller Energy Ltd. (hereinafter – the “Company” or the “Parent Company”) was incorporated and commenced its business operations in Israel in 2012. The Company’s registered offices are in Rosh Ha’Ayin, Israel. The Company is a public company whose shares have been traded on the Tel-Aviv Stock Exchange since August 2017. The Company’s shares have also been traded on Nasdaq Since May 25, 2022. The Company is controlled by Mr. Avraham Brenmiller (hereinafter: the “Controlling shareholder”), who serves as the Company’s CEO and as Chairman of the Board of Directors, and his sons.

These consolidated financial statements use the US Dollar as the presentation currency (see Note 2 to the annual financial statements).

The Company is a technology company in the field of thermal energy storage generated from variety energy sources and supplies steam and/or hot air, services, products and equipment in this field. The Company focuses primarily on the industrial heating market and the power plants market.

The Company has four wholly owned subsidiary companies – Brenmiller Energy (Rotem) Ltd. (hereinafter - “Brenmiller Rotem”), an Israeli company, which commenced operations in December 2017, and is in the process of discontinuing of its operations, see also Note 5D, Hybrid Bio-Sol 10 Ltd. (hereinafter: “Bio-Sol”), an Israeli company that has not yet commenced operations, Brenmiller Energy U.S. Inc. (hereinafter: “Brenmiller USA”), a U.S. company that was established as a marketing arm in the United States (presently dormant) and Brenmiller Energy NL B.V., incorporated in the Netherlands on April 26, 2022, to function as a limited risk distributer (LRD) of the Company’s products and services in the EU market. See Note 5A regarding Rani Zim Sustainable Energy Ltd., a joint venture company, established on January 4, 2022. Brenmiller Rotem, Bio-Sol, Brenmiller USA and Brenmiller Energy NL B.V. are all private companies (hereinafter: “the Subsidiary Companies”, and together with the Parent Company, “the Group”).

The impact of COVID-19

The impact of the COVID-19 pandemic on the Company’s operations during the six month period ended June 30, 2022 has been minimal. There were no material adverse impacts on the consolidated financial statements for the six month period ended June 30, 2022. The duration, scope and effects of the ongoing COVID-19 pandemic, government and other third-party responses to it, the related macroeconomic effects, and the extent of its impact on the Company’s operational and financial performance will depend on future developments. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change in future periods.

Brenmiller Energy Ltd.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - GENERAL: (Cont.)

Liquidity

The Company has not yet generated significant revenues from its operations. In the six month period ended June 30, 2022, the Company incurred a comprehensive loss of USD 4,573 thousand and negative cash flows of USD 4,982 thousand from operating activities. Furthermore, the Company has a balance of accumulated losses of USD 99,637 thousand as of June 30, 2022.

In the absence of significant revenues and attaining profitability in accordance with the Company’s sales targets, for the purpose of continuing and developing its current operations, management has obtained additional sources of financing during 2021 and the six months ended June 30, 2022 from several external sources, including, among other things, from private and public capital raisings (Note 10C) and available credit lines. See also Note 13 regrding loan withdrawal from EIB subsequent to June 30, 2022.

The Company’s plans for expanding its operations include further investments in the production line, increasing manpower and conducting further research and development activities, which may or may not be dependent on additional fund raising. Execution of such plans in the coming year and their pace will be based on existing cash balances and available cash resources from government grants under approved R&D plans and the EIB credit facility.

However, there is no assurance that the Company will be successful accomplishing these plans. If the Company is unable to obtain sufficient capital it may need to reduce, delay, or adjust its operating expenses, including commercialization of existing products, or be unable to expand its operations as desired.

The Company believes its existing cash and cash equivalents as of the date of the issuance of these financial statements are sufficient to fund its operating cash flow requirements for a period of at least 12 months from the issuance date of these financial statements.

Approval of unaudited condensed consolidated financial statements

The unaudited condensed consolidated financial statements of the Group for the period ended June 30, 2022 were approved by the Board of Directors (the “Board”) on August 10, 2022 and signed on its behalf by the Chief Executive Officer and the Chief Financial Officer.

NOTE 2 - THE BASIS FOR THE PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Group’s condensed consolidated financial statements as of June 30, 2022 and 2021 and for the interim six month periods then ended (hereinafter: “The financial information for the interim period”) were prepared in accordance with International Accounting Standard 34: “Interim Financial reporting” (hereinafter: “IAS 34”). The financial information for the interim period is presented in a condensed form and does not include all of the information and disclosures that are required within the framework of annual financial statements. The financial information for the interim period should be read in conjunction with the annual financial statements for the year ended December 31, 2021 and the accompanying notes thereto, which comply with the International Financial Reporting Standards (hereinafter: “IFRS Standards”), as issued by the International Accounting Standard Board (“IASB”).

Brenmiller Energy Ltd.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 - PRINCIPAL ACCOUNTING POLICIES

The principal accounting policies and calculation methods, which have been implemented in the preparation of the financial information for the interim period, are consistent with those that were implemented in the preparation of the Group’s annual financial statements for the year ended December 31, 2021, except for the below:

Asset held for sale

Non-current assets that are classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. Non-current assets are classified as held for sale if their carrying amount will be recovered mainly through a sale transaction in the next 12 months, that is highly probable, rather than through continued use. Once classified as held for sale, these assets are not subject to depreciation or amortization and are presented among current assets.

NOTE 4 - SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the interim financial statements requires the Company’s management to exercise judgment and it also requires the use of accounting estimates and assumptions, which affect the implementation of the Group’s accounting policy and the reported amounts of the assets, liabilities and expenses. The actual results may be different from these estimates.

When preparing these interim condensed consolidated financial statements, the significant judgments that were applied by the management in the implementation of the Group’s accounting policy and the uncertainty that is inherent in the key sources of the estimates were identical to those in the Group’s annual consolidated financial statements for the year ended December 31, 2021.

NOTE 5 - SIGNIFICANT EVENTS DURING THE PERIOD:

Subsequent to a founders agreement signed on December 21, 2021, the Company, Rani Zim Holdings (Pty) Ltd., (which is an entity wholly owned by one of the Company’s shareholders – Rani Zim) and a Company owned by one of the Company’s directors, established a new joint venture company for the purpose of promoting and marketing energy solutions in Israel which partially will be based on the Company’s energy storage solution: Rani Zim Sustainable Energy Ltd. (incorporated on January 4, 2022; hereinafter – the “JV”)), of which the Company and Rani Zim each hold 45% of its shares (under a joint control arrangement). Under the founder’s agreement, the Company has invested its proportionate share of NIS 233 (approximately USD 74 thousand) for the purpose of financing the first year of the JV’s operations. In April 2022, the parties agreed to put the JV’s opertions on hold, until further notice.

On February 16, 2022, a framework agreement was signed with Philip Morris Products SA for the supply of the Company’s storage systems (bGen), to it and to its affiliated companies. The framework agreement sets out, among other things, the commercial conditions for the provision of the Company’s systems and services, logistical and technical terms as well as engineering, procurement and construction terms. The framework agreement, which is for a period of 5 years, will allow various affiliated international companies with manufacturing plants around the world to contract the Company directly, with adjustments to the size of the systems and integration will be required according to the needs of the local plant.

Following B above, on Febrary 28, 2022 an agreement was signed with Philip Morris Romania- a Romanian manufacturing company for the purchase of bGen thermal storage system and services under a turn key project, for a consideration in excess of approximately USD 9.2 million. Payment will be made based on milestones. Delivery is expected by the end of 2023.

Brenmiller Energy Ltd.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 - SIGNIFICANT EVENTS DURING THE PERIOD (cont.):

During the six months ended June 30, 2022, the Company and the lessor of the land in Rotem (see Note 8B2 to the annual financial statement), have agreed to Brenmiller Rotem vacating the premisses and the return of the land to the lessor by August 31, 2022. In April 2022, the Company commenced dismantalling the facility, for the purpose of selling its components as scrap and spareparts, and is in negotiations for the sale of the turbine on a stand alone basis (presented as an “asset held for sale” among current assets). Following this, Brenmiller Rotem will cease its operations. Consequently, during the reported period, Brenmiller Rotem derecognized the lease obligation and right of use of the land (see appendix to the statement of cash flows), and recognized “net other income” of USD 38 thousand, after taking into account costs relating to the dismantalling of the facility of USD 42 thousand. A provision for the estimated costs relating to arrear payments to the lessor of USD 215 thousand is presented at June 30, 2022 among current liabilities.

The Company commenced the consturction of its newly upgraded production facility in Dimona, Israel, which is planned to be fully operational by the end of 2023. Accordingly, the Company has reassessed the period of expected lease term in Dimona to include the option period (2 additonal years) under such lease and recognized an additional USD 449 thousand in respect of the right of use asset and lease liability.

NOTE 6 - REVENUES

	Six months ended June 30
	2022		2021
	USD in thousands
Licensing fees (1)		1,500		-
Thermal energy storage units		-		285
Other engeneering services		20		-
		1,520		285

(1)	With the final delivery of know-how for the Company’s project with Fortlev, the Company recognized the revenue for licensing under the licensing agreement with Fortlev.

NOTE 7 - COST OF REVENUES

The cost of revenues for the reported period derives primarily from operating costs not attributed to projects (mainly salary and related expenses). For the six months period ended June 30, 2021, cost of revenues derives primarily from storage systems that have been sold in the period and include also costs allocated to the sale agreement income that was significantly lower than the cost of the project, in the amount of approximately USD 2 million (including a provision of USD 0.6 million for an onerous contract).

Brenmiller Energy Ltd.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 - RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES:

	Six months ended June 30
	2022			2021
	USD in thousands

Total research, development and engineering expenses		2,730			2,532
Less – grants		(263	)		(634	)
		2,467			1,898

NOTE 9 - GENERAL AND ADMINISTRATIVE EXPENSES:

	Six months ended June 30
	2022		2021
	USD in thousands

Salary and related expenses		1,051		495
Proffessional services and Consultants		1,018		308
Depreciation and other		214		150
Office maintenance		45		34
		2,328		987

NOTE 10 - EQUITY:

Following the approval of its shareholders’ at an Annual and Special General Meeting held on February 9, 2022, the Company conducted a reverse stock split of its Ordinary Shares so that every two shares of NIS 0.01 par value were consolidated to one Ordinary Share of NIS 0.02 par value (the “Reverse Stock Split”). The Reverse Stock Split took effect on February 20, 2022. All share data in these financial statements have been adjusted retroactively to give effect to the above 2 for 1 Reverse Stock Split.

On February 9, 2022, the Board of Directors approved the grant of 25,000 non-marketable share options, exercisable to 25,000 Ordinary Shares of NIS 0.02 of the Company, to an employee of the Company, based on the terms of the 2013 options plan.

The estimated value of the above options is NIS 282 thousand (USD 87 thousand, as of approval date), which was calculated according to the Black and Scholes formula, based on the following assumptions: expected dividend 0%, standard deviation 75%, risk-free interest of 0.1% and expected life to exercise of 6 years.

On May 19, 2022, the Company’s Regstration Statement on F-1 for the re-sale of ordinary shares issued in a private placement with certain investors, became effective with the United States Securities and Exchange Commission (“SEC”). The listing of the Company’s shares on the Nasdaq constitutes compliance with the closing of the second tranche requirements of the securities purchase agreement with such investors, and consequently on May 24, 2022, the Company closed the second tranche of the investment and received the balance of $7.5 million of the $15 million private placement, against the issuance of the Company’s securities to the investors (presented in the statement of changes in shareholder’s equity net of issuance costs of USD 297 thousand). Commencing May 25, 2022, the Company’s shares began trading on Nasdaq and the Company started reporting in accordance, and based on the reporting format, of the U.S. federal securities laws and regulations of the SEC applicable to Foreign Private Issuers, which will also serve for its reporting to the market in Israel.

Brenmiller Energy Ltd.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 11 - TRANSACTIONS WITH RELATED PARTIES

On February 9, 2022, the Annual and Special General Meeting of the Company’s shareholders approved the following:

To reappoint Mr. Avraham Brenmiller as the chairman of the Company’s Board of Directors for an additional period of 18 months, commencing February 1, 2022.

To update the terms and salary of employment of Mr. Nir Brenmiller and Mr. Doron Brenmiller for a period of three years, commencing the date of approval of the shareholders’ meeting, to a monthly gross salary of NIS 55,000.

To grant these key management personnel non-marketable share options, as follows: Mr. Avraham Brenmiller – 150,000 options, Mr. Nir Brenmiller and Mr. Doron Brenmiller – 75,000 options, each.

The options vest in three equal portions over a period of 3 years (33.3% each year), Each option is exercisable into one Ordinary Share of NIS 0.02, with the following exercise prices: first bunch – NIS 40 per one share, second bunch – NIS 60 per one share, third bunch – NIS 80 per one share (based on exchange rates as of approval date – USD 12.44 USD 18.66 And USD 24.88, respectively).

The estimated value of the above options is NIS 2,616 thousand (USD 810 thousand, as of approval date), which was calculated according to the Black and Scholes formula, based on the following assumptions: expected dividend 0%, standard deviation 75%, risk-free interest of 0.1% and expected life to exercise of 8 to 10 years.

On June 23, 2022 ,following the recommendation of the remuneration committee of the Company, the Board of Directors approved the adoption of a new compensation policy for the Company’s officers and directors, which is also subject to the approval of a Special General Meeting of the Company’s shareholders that will convene on August 25, 2022. The new compensation policy, sets, with respect to related parties (controlling shareholers and directors), the followng:

The employment agreement of Mr. Avi Brenmiller, as CEO of the Board, will be renewed for a period of three years, as of August 1, 2022, with a gross monthly salary of NIS 37,000 (approximately USD 10,600), with customary office terms and will be provided with a private car for his use with all expenses and possible tax consequences covered by the Company. These employment terms refer only to his duty as CEO, and he will not be entitled to any compensation as Chairperson. Mr. Brenmiller’s dual roles as CEO and Chairperson will be valid until August 1, 2023.

During his employment, Mr. Brenmiller will be eligible to receive an annual bonus, subject to the achievement of measurable goals, in accordance with the maximum amount stated in the Company’s compensation policy, as may be from time to time, subject to all required approvals according to applicable law.

In addition, as of June 23, 2022, he will be rewarded with a total of 225,000 share options to purchase up to 225,000 ordinary shares of the Company under the Company’s 2013 global incentive option plan. The options exercise price shall be NIS 13.78 per share (based on the average market share price in the last 30 days prior to the grant date, plus 15%), and they shall vest over three years (33.3% at the end of each year). Estimated value of this grant aggregates NIS 1.8 million (approximately USD 525 thousand, as of June 30, 2022).

Employment of Mr. Avi Brenmiller is for an indefinite term, subject the required approvals under applicable law. Either party may terminate the agreement with a written prior notice of 6 months.

Brenmiller Energy Ltd.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 11 - TRANSACTIONS WITH RELATED PARTIES (cont.):

To award, as of June 23, 2022, all non-executive directors of the Company with 30,000 share options to purchase up to 30,000 ordinary shares of the Company, each, with vesting conditions and exercise price that are similar to the options granted to Mr. Avi Brenmiller. Estimated value of each grant aggregates NIS 147 thousand (approximately USD 42 thousand for each non-executive director).

Directors’ and Officers Liability Insurance Policy

Following the recommendation of the Compensation Committee and the approval of the Board of Directors from June 23, 2022, on July 1, 2022 the Company updated its Directors’ and Officers liability insurance policy to accommodate the change in the regulatory environment in which the Company operates.

NOTE 12 - FINANCIAL INSTRUMENTS:

Fair value estimates of financial instruments (that are not presented at fair value)

The book value of financial balances constitutes a reasonable approximation of their fair value since the effect of capitalization is not material.

Liability for share options presented at fair value

The fair values (level 2 in the hierarchy), were calculated according to the Black and Scholes formula and is based on the following assumptions:

	June 30, 2022			December 31, 2021
	(Unaudited)
Standard deviation*		65	%		71	%
Risk free interest		0.75	%		0	%
Expected dividend		0	%		0	%
Exercise period		1 year			1.5 years
Actual Share price (in dollars, unadjusted)		3.5			3.0

*	The degree of volatility is based on the historical volatility of the Company’s share for the corresponding periods over the expected life of the option up to the date of exercise.

Exchange rate of the US Dollar

The exchange rates of the USD and the changes therein during the reporting periods, are as follows:

	Six months ended June 30,
	2022			2021
	1 USD =

Exchange rate at June 30,		NIS 3.50			NIS 3.26

Increase during the period		12.5	%		1.4	%

NOTE 13 - EVENTS SUBSEQUENT TO JUNE 30, 2022

On July 28, 2022, the Company withdrew the first tranche of Euro 4 million loan under the credit line agreement with EIB, as described in Note 13A to the consolidated annual financial statements.

EX-99.3 4 ea164138ex99-3_brenmiller.htm MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. This discussion should be read in conjunction with our condensed consolidated interim financial statements and the notes thereto which are included in this Report of Foreign Private Issuer on Form 6-K. In addition, this information should also be read in conjunction with the information contained in the Company’s prospectus filed with the Securities and Exchange Commission, or SEC, on May 25, 2022, or the Prospectus, including the audited consolidated annual financial statements as of and for the year ended December 31, 2021 and the accompanying notes included therein.

Forward Looking Statements

This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of Brenmiller Energy. Forward-looking statements can be identified based on our use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should,” “anticipate,” “could,” “might,” “seek,” “target,” “will,” “project,” “forecast,” “continue” or their negatives or variations of these words or other comparable words, or by the fact that these statements do not relate strictly to historical matters. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements.

Important factors that could cause actual results, developments, and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

	●	our planned level of revenues and capital expenditures;

	●	our ability to market and sell our products;

	●	our plans to continue to invest in research and development to develop technology for both existing and new products;

	●	our ability to maintain our relationships with suppliers, manufacturers, and other partners;

	●	our ability to maintain or protect the validity of our European, U.S., and other patents and other intellectual property;

	●	our ability to retain key executive members

	●	our ability to internally develop and protect new inventions and intellectual property;

	●	our ability to expose and educate the industry about the use of our products;

	●	our expectations regarding our tax classifications;

	●	interpretations of current laws and the passages of future laws; and

	●	the impact of the COVID-19 pandemic, including resulting government actions, on us, our manufacturers, suppliers and facilities.

We believe that our forward-looking statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We describe many of these risks in greater detail under the heading “Risk Factors” in our Prospectus.

All forward-looking statements contained in this Report of Foreign Private Issuer on Form 6-K speak only as of the date of this document and are expressly qualified in their entirety as described herein and by the cautionary statements contained within the “Risk Factors” section of the Prospectus. We do not undertake to update or revise forward-looking statements to reflect events or circumstances that arise after the date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law. In evaluating forward-looking statements, you should consider these risks and uncertainties and not place undue reliance on our forward-looking statements.

The terms “Brenmiller,” “Brenmiller Energy,” “we,” “us,” “our,” “our Company” and “the Company” in this Report of Foreign Private Issuer on Form 6-K refer to Brenmiller Energy Ltd. and its consolidated subsidiaries, consisting of Brenmiller Energy (Rotem) Ltd., Hybrid Bio-Sol 10 Ltd., Brenmiller Energy U.S. Inc. and Brenmiller Energy NL B.V., unless the context otherwise requires.

Overview

We are a technology company that develops, produces, markets, and sells TES systems based on our proprietary and patented bGen™ technology. Our bGen™ technology uses crushed rocks to store heat at high temperatures and our TES systems use that heat to dispatch consistent thermal energy on demand.

Activity During the Six Months Ended June 30, 2022

U.S listing on Nasdaq and completion of the second tranche of private investment agreement

On May 19, 2022, the Company's Registration Statement on Form F-1 became effective and the Company’s ordinary shares began trading on the Nasdaq Capital Market, or Nasdaq. The registration of ordinary shares issued in a private placement with certain investors and the listing of the Company’s ordinary shares on Nasdaq constituted compliance with the closing conditions for the second tranche of a private placement investment under a securities purchase agreement with those investors. Consequently, on May 24, 2022, the Company closed the second tranche of the investment and received the balance of $7.5 million of the $15 million private placement, against the issuance of the Company’s securities to the investors. On May 25, 2022, the Company's ordinary shares began trading on Nasdaq and the Company started reporting in accordance, and based on the reporting format, of U.S. securities laws and regulations of the SEC applicable to foreign private issuers, which will also serve for its reporting to the market in Israel.

New Project Awards

In February 2022, we signed a five-year framework agreement with Philip Morris Products SA, or Philip Morris, for the supply of our thermal energy storage, or TES, systems. The framework agreement sets terms, with adjustments based on the size, for us to provide our TES system, bGen, at forty-one of Philip Morris’ sites globally. Following the signing of the framework agreement with Philip Morris, on February 28, 2022, we signed an agreement with Philip Morris Romania S.R.L for the purchase of a 31.5 MWh bGen unit in Romania for approximately $9.2 million, with an option to expand the capacity to 52.5 MWh. The Company is currently in early design stages and plans to begin construction in early 2023 with completion by the end of 2023.

On May 25, 2022, the Government Procurement Administration of Israel issued a notice regarding its intent to engage with Brenmiller as a sole supplier for the purchase of heat energy at Wolfson Hospital in Israel. Under the proposed engagement, Brenmiller will install its TES system, bGen, integrate it with the hospital’s local energy system and maintain the installed system. Brenmiller plans to enter into an approximately $5 million, seven and one-half year contract with Wolfson Hospital under which it will supply heat energy at prices to be agreed between the parties. This is Brenmiller’s first potential project using an Energy As a Service (Eaas) business model. Under this business model, profit margins are expected to be higher than those in a traditional capital equipment sale and be more recurring in nature.

Recent Developments

Dimona Israel Production Facility

On July 28, 2022, the first tranche of €4 million was drawn down by the Company under its €7.5 million credit facility with the European Investment Bank, or EIB. The credit facility funds will be used towards the assembly and installation of a newly upgraded production facility in Dimona, Israel (see Note 13A to our audited consolidated financial statements for the year ended December 31, 2021). The upgraded production facility is currently under construction and will have a capacity to produce up to 4,000 MWh per year of bGen thermal storage modules. The plant is planned to reach full production capacity by the end 2023 and will support the Company’s current and potential future projects.

Operational Update

●

Fortlev: Brenmiller designed, manufactured, and installed a 1 MWh TES with Fortlev in Brazil. The TES system, which is being charged with biomass, is now completed and is in operation.

●

Enel: Brenmiller is designing, manufacturing, and installing a 23 MWh TES system for a combined cycle power plant in Italy for Enel S.p.A., an Italian multinational manufacturer and distributor of energy sources. This is the Company’s first utility-based project. The project’s manufacturing stage has been completed, all storage modules have been shipped to the project’s site in Italy and construction is complete. The next stage of the project is hot commissioning and the project has already passed several milestone tests, including high pressure tests for its piping systems. Brenmiller expects to commission this project in the second half of 2022, with full operations expected by year end 2022. Following the testing phase of the system, Enel S.p.A. will have an option to add additional storage capacity at the site.

●

SUNY Purchase: The Company has installed a 0.5 MWh thermal storage-based co-generation station with the New York Power Authority at SUNY Purchase College in New York. The system includes hybrid charging with both exhaust gas and electricity. The project is currently in the commissioning phase with the final delivery expected in the second half of 2022.

Rotem Facility

During the six months ended June 30, 2022, the Company and the lessor of the land of the Rotem site (see Note 8B2 to the audited consolidated financial statements for the year ended December 31, 2021), have agreed to Brenmiller Rotem Ltd. vacating the premises and the return of the land to the lessor by August 31, 2022. In April 2022, the Company began to dismantle the facility for the purpose of selling its components as scrap metal and for spare parts usage. The Company is negotiating the sale of the turbine on a stand-alone basis. Following this operations, Brenmiller Rotem Ltd. will cease its operations. Consequently, as of June 30, 2022, the Company has derecognized the balance of the lease obligation and right of use of the land, amounting to USD 1,512 thousand and USD 1,432 thousand, respectively, and recognized other income of USD 38 thousand (net of dismantling costs). Current liabilities include a provision for payments to the lessor for arrears of USD 215 thousand as of June 30, 2022. The Company estimates that finalizing this process, which is expected within the next three months, will have no material effect on the Company results.

New subsidiary

We incorporated a wholly owned subsidiary in the Netherlands on April 26, 2022 which is intended to function as a limited risk distributor of our products and services in the EU market.

Covid-19 ("the Coronavirus")

The impact of the COVID-19 pandemic on Brenmiller’s operations during the sixth month period ended June 30, 2022 has been minimal. There were no material adverse impacts on the consolidated financial statements for the period ended June 30, 2022. The duration, scope and effects of the ongoing COVID-19 pandemic, government and other third-party responses to it, the related macroeconomic effects, and the extent of its impact on the Company’s operational and financial performance will depend on future developments. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change in future periods.

Results of Operations

The following table presents our results of operations for the periods presented.

	Six Months Ended June 30,
US dollars in thousands, except per share data (unaudited)	2022			2021

Revenues	$	1,520		$	285
Costs and expenses:
Cost of revenues		(883	)		(2,589	)
Research, development and engineering expenses, net		(2,467	)		(1,898	)
Marketing and project promotion expenses, net		(612	)		(355	)
General and administrative expenses		(2,328	)		(987	)
Share in loss of joint venture		(29	)		-
Other income (expenses), net		38			(293	)
Operating loss		(4,761	)		(5,837	)
Financial income		964			788
Financial expenses		(154	)		(135	)
Financial income, net		810			653
Net loss for the period	$	(3,951	)		(5,184	)
Loss per share:
Basic	$	(0.28	)	$	(0.44	)⁽¹⁾

(1)

Reflects the effect of the Reverse Stock Split and is reflected on a fully retrospective basis in the historical financial statements (see Note 11A and Note 16 to the audited consolidated financial statements for the year ended December 31, 2021 and Note 10A to our unaudited condensed consolidated financial statements for the six months period ended June 30, 2022).

Comparison of the Six Months Ended June 30, 2022 to the Six Months Ended June 30, 2021

Revenues

The following table presents the breakdown of revenues for the six months ended June 30, 2022 and 2021:

	Six Months Ended June 30,
US dollars in thousands (unaudited)	2022		2021

Licensing fees⁽¹⁾	$	1,500	$	-
Thermal Energy Storage (TES) units		-		285
Other engineering services		20		-
	$	1,520	$	285

(1)

With the final delivery of know-how for our project with Fortlev, we recognized the revenue for licensing under the 2020 licensing agreement with Fortlev.

Cost of Revenues

Our cost of revenues for the six months ended June 30, 2022 was $883 thousand, compared to $2,589 thousand for the six months ended June 30, 2021. The cost of revenues in the period was derived primarily from operating cost not attributed to projects (mainly salary and related expenses). For the six months ended June 30, 2021, cost of revenues derives primarily from storage systems that were sold in that period and also include costs allocated to the relevant sale agreement, which were significantly lower than the cost of the project, in the amount of $ 2 million (including a provision of $0.6 million for an onerous contract).

Research, Development and Engineering Expenses, Net

The following table presents the breakdown of research, development, and engineering expenses, net, for the six months ended June 30, 2022 and 2021:

	Six Months Ended June 30,
	2022			2021
US dollars in thousands (unaudited)
Total research, development and engineering expenses	$	2,730		$	2,532
Less – grants		(263	)		(634	)

Total	$	2,467		$	1,898

Research, development, and engineering expenses, net, for the six months ended June 30, 2022 increased by 30% to $2,467 thousand, compared to $1,898 thousand for the six months ended June 30, 2021. This increase was primarily due to an increase of $265 thousand in employee payroll and related costs as a result of recruitment of additional employees and the increase in costs associated with share option plans, an increase in other costs, such as transportation and depreciation costs of $168 thousand, partially offset by a decrease of $187 thousand of consultants and subcontractors costs received in the six month period ended June 30, 2022 compared to the corresponding period in 2021.

In addition, the increase in research, development, and engineering expenses, net were attributable to a decrease of $371 thousand in government grants received in the six month period ended June 30, 2022 compared to the corresponding period in 2021.

We expect that our research, development, and engineering expenses will increase as we continue to develop our storage units and bGen™ technology.

Marketing and Project Promotion Expenses, Net

Marketing and project promotion expenses, net for the six months ended June 30, 2022 increased by 72% to $612 thousand, compared to $355 thousand for the six months ended June 30, 2021. The increase was primarily attributable to an increase of $261 thousand in payroll and related costs, mainly attributable to the recruitment of a new business development manager for the U.S. market, and bonus payments and costs associated with share option plans.

We expect that our marketing and project promotion expenses will increase as we continue to enhance our market penetration efforts mainly by partnering with local agents in the Company's target markets and recruit additional sales and marketing employees.

General and Administrative Expenses

General and administrative expenses increased by 136% to $2,328 thousand for the six months ended June 30, 2020, compared to $987 thousand for the six months ended June 30, 2021. This increase was primarily attributable to an increase of $556 thousand in payroll and related costs, including bonuses and costs associated with share option plans. In addition, in the six months ended June 30, 2022 there was an increase of $710 thousand in professional services and consultants’ expenses relating to our Nasdaq listing and the administration of the credit facility received from EIB.

Other Income (Expenses), net

Other net income for the six months ended June 30, 2022 was $38 thousand, compared to net expenses of $293 thousand for six months ended June 30, 2021. Other net income in the six months ended June 30, 2022 was attributable primarily to a derecognition of lease liability and right of use asset for the land at our Rotem project. Other net expenses in the six months ended June 30, 2021 were primarily attributable to a loss on disposal of property and equipment.

Operating Loss

Based on the foregoing, our operating loss decreased from $5,837 thousand for the six months ended June 30, 2021 to $4,761 thousand for six months ended June 30, 2022.

Financial Income, Net

Financial income, net, for the six months ended June 30, 2022 was $810 thousand, compared to financial income, net of $653 thousand for the six months ended June 30, 2021. Our financial income in the six months ended June 30, 2022, was primarily attributable mainly to exchange rate differences of the US dollar and Israeli Shekel of $780 thousand and a net gain of $178 thousand from fair value adjustment of share option liability. Financial income, net, for the six months ended June 30, 2021 was primarily attributable to $745 thousand derived from fair value adjustment of share option liability.

Net Loss

Net loss for the six months ended June 30, 2022 decreased by 24%, to $3,951 thousand, compared to $5,184 thousand for the six months ended June 30, 2021. This decrease was primarily attributable to a decrease in the operating loss, as described above, and an increase in financial income, net, as described above.

Liquidity and Capital Resources

Overview

Since our inception through the date of this report, we have funded our operations principally from receipt of approximately $100.9 million in proceeds mainly from the issuance of our ordinary shares, options, convertible securities, loans, revenues from the sale of products and governmental grants. As of June 30, 2022, we had $9,144 thousand in cash and cash equivalents.

The table below presents our cash flows for the periods indicated.

	Six Months Ended June 30,
US dollars in thousands (unaudited)	2022			2021

Cash used in operating activities	$	(4,982	)	$	(3,849	)
Cash used in investing activities		(212	)		(119	)
Cash provided by financing activities		6,889			7,193
Net increase in cash and cash equivalents	$	1,695		$	3,225

Operating Activities

Since our incorporation, we have had ongoing losses and incurred negative cash flows from operating activities. In the six months ended June 30, 2022, we had operating losses of $4,761 thousand. In the six months ended June 30, 2022, we mainly financed our activities through the issuance of our ordinary shares and warrants, revenues from the sale of products and governmental grants. Management plans continuing commercialization of our products and services and securing sufficient financing through the sale of additional equity securities or debt. There are no assurances however, that we will be successful in obtaining the level of financing needed for our operations or that such financing will be available on terms acceptable to us.

Cash flows from operating activities consist primarily of loss adjusted for various non-cash items, including depreciation and amortization, loss on disposal of property and equipment, metals and other components, share-based compensation expenses, financial income or expenses, and gain or loss from fair value adjustment of share option liability. In addition, cash flows from operating activities are impacted by changes in operating assets and liabilities, which include inventories, accounts receivable, and other assets and accounts payable.

Net cash used in operating activities for the six months ended June 30, 2022 was $4,982 thousand. The net cash used in operating activities primarily reflects a net loss of $3,951 thousand, net of non-cash expenses of $1,049 thousand, and an increase of $709 thousand in trade and other receivables, and $243 thousand in inventory, as well as a decrease of $1,128 thousand in trade and other payables. Net non-cash expenses of $1,049 thousand consisted primarily of a share-based payment of $728 thousand, a depreciation and amortization of $394 thousand, an increase in research and development expenses due to a royalty obligation of $86 thousand and net financial expenses of $46 thousand, offset by a net gain of $178 thousand from fair value adjustment of share option liability and other income of $80 thousand.

Net cash used in operating activities for the six months ended June 30, 2021 was $3,849 thousand. This net cash used in operating activities primarily reflects a net loss of $5,184 thousand, net of non-cash expenses of $699 thousand, and an increase of $266 thousand in trade and other payables, a decrease in inventory of $616 thousand, an offset by an increase of $246 thousand in trade and other receivables. Net non-cash expenses of $699 thousand consisted primarily of a provision of $673 thousand in connection with an onerous contract, a share-based payment of $124 thousand, a loss from the realization of equipment metals and parts of $311 thousand, a depreciation and amortization of $304 thousand, net financial expenses of $72 thousand, which were offset by a net gain of $745 thousand from fair value adjustment of share option liability and a decrease in research and development expenses due to a royalty obligation of $40 thousand.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2022 was $212 thousand. This net cash used in investing activities is attributable to capital expenditure of $138 thousand mainly for the production facility in Dimona and an investment in joint venture of $74 thousand.

Net cash used in investing activities for the six months ended June 30, 2021 was $119 thousand. This net cash used in investing activities is primarily attributable to a net capital expenditure of $122 thousand mainly for the production facility in Dimona, partially offset by net redemption of restricted deposits of $3 thousand.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2022 was $6,889 thousand. This net cash is attributable to the net proceeds from issuance of ordinary shares and warrants in connection with the second tranche of the private placement investment of $7,174 thousand, and an increase in liability for government grants of $28 thousand, partially offset by repayment with respect to lease liabilities and interest thereon in the amount of $284 thousand and a repayment of loans and other liabilities of $29 thousand.

Net cash provided by financing activities for the six month period ended June 30, 2021 was $7,193 thousand. This net cash is attributable to net proceeds from the issuance of shares in the total amount of $8,473 thousand, proceeds from the exercise of options of $20 thousand and increase in liability for government grants of $40 thousand, partially offset by repayment with respect to lease liabilities and interest thereon in the amount of $383 thousand and a repayment of loans and other liabilities of $957 thousand.

Current Outlook

We have financed our operations to date primarily through proceeds from the issuance of our ordinary shares and warrants, revenues from the sale of products and governmental grants. We have incurred losses and generated negative cash flows from operations since inception in 2012.

We expect to generate revenues from the sale of our products and other revenues in the future. However, we do not expect these revenues to support all of our operations in the near future. We expect our expenses to increase in connection with our activities, particularly as we continue the development of our products, and continue our commercialization efforts. Accordingly, we expect that we will require substantial additional funding in connection with the growth of our operations, continuing our research and development activity, commercializing our products and to proceed with pilot projects that partly will have to be financed by us in order to penetrate relevant markets.

As of June 30, 2022, our cash and cash equivalents were $9,144 thousand. On May 25, 2022, following the closing of the second tranche of a private placement investment, we received $7,500 thousand in gross proceeds. On July 28, 2022, €4,000 thousand was drawn down by the Company in the first tranche under its €7,500 thousand credit facility with the EIB to fund the assembly and installation of our newly upgraded production facility in Dimona, Israel. We expect that our existing cash, cash equivalents and short-term deposits as of the date of this report will be sufficient for 12 months of operations following the date of this report. However, our operating plans may change as a result of many factors that may currently be unknown to us.

Until we can generate significant recurring revenues and profit, we expect to satisfy our future cash needs through debt and equity financings. However, there is no assurance that the Company will be successful accomplishing these plans. If the Company is unable to obtain sufficient capital, it may need to reduce, delay, or adjust its operating expenses, including commercialization of existing products, or be unable to expand its operations as desired.

Critical Accounting Estimates

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, obligations, income and expenses during the reporting periods. A comprehensive discussion of our critical accounting estimates is included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Prospectus.

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