S-8

As filed with the Securities and Exchange Commission on April 10, 2024

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BRENMILLER ENERGY LTD.

(Exact name of registrant as specified in its charter)

State of Israel	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel

(Address of Principal Executive Offices)

Brenmiller Energy Ltd. The 2013 Global Incentive Option Scheme

(Full title of the plan)

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711

Tel: (302) 738-6680

(Name, Address and Telephone Number of Agent for Service)

Copies to:

Oded Har-Even, Esq. Eric Victorson, Esq. Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Tel: (212) 660-3000 Reut Alfiah, Adv. Gal Cohen, Adv. Sullivan & Worcester Israel (Har-Even & Co.) HaArba’a Towers - 28 HaArba’a St. North Tower, 35th Floor Tel-Aviv, Israel 6473925 Tel: +972 74-758-0480

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

The purpose of this Registration Statement on Form S-8, or the Registration Statement, is to register 500,000 additional ordinary shares, no par value per share, or the Ordinary Shares, of Brenmiller Energy Ltd., or the Registrant or the Company, to be reserved for issuance under the Brenmiller Energy Ltd. 2013 Global Incentive Option Scheme, or the Plan, which are in addition to the 295,120 Ordinary Shares under the Plan registered on the Company’s Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission, or the Commission, on May 30, 2023 (File No. 333-272266), or the Prior Registration Statement.

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby. 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the Plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended.

1

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference. 

The following documents, which have been filed or furnished by the Registrant with the Commission are incorporated by reference in and made a part of this Registration Statement, as of their respective dates:

● Our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 18, 2024; and

● The description of our securities contained in our Form 8-A (File No. 001-40753), filed with the SEC on May 17, 2022, as amended by Exhibit 2.1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2023.

In addition to the foregoing, all documents subsequently filed after the date of this Registration Statement by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

3.1	Amended and Restated Articles of Association of Brenmiller Energy Ltd. (incorporated herein by reference to Exhibit 99.1 to our Report of Foreign Private Issuer on Form 6-K (File No. 001-41402) filed with the SEC on December 5, 2023)
5.1*	Opinion of Sullivan & Worcester Israel (Har-Even & Co.)
23.1*	Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited independent registered public accounting firm.
23.2*	Consent of Sullivan & Worcester Israel (Har-Even & Co.) (contained in Exhibit 5.1 to this Registration Statement).
24.1*	Power of Attorney (included on signature page).
99.1	Brenmiller Energy Ltd. Stock Option Plan, as amended on January 4, 2023 (incorporated herein by reference to Exhibit 99.1 to our Form S-8 (File No. 333-272266) filed with the SEC on May 30, 2023).
107*	Filing Fee Table.

* Filed herewith.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Rosh Haayin, Israel on April 10, 2024.

BRENMILLER ENERGY LTD.
By:	/s/ Avraham Brenmiller
	Avraham Brenmiller
	Title: Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Brenmiller Energy Ltd., hereby severally constitute and appoint Avraham Brenmiller and Ofir Zimmerman, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments to this Registration Statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Avraham Brenmiller	Chief Executive Officer, Director, Chairman of the Board of Directors	April 10, 2024
Avraham Brenmiller	(Principal Executive Officer)
/s/ Ofir Zimmerman	Chief Financial Officer	April 10, 2024
Ofir Zimmerman	(Principal Financial and Accounting Officer)
/s/ Doron Brenmiller	Director	April 10, 2024
Doron Brenmiller
/s/ Nir Brenmiller	Director	April 10, 2024
Nir Brenmiller
/s/ Chen Franco-Yehuda	Director	April 10, 2024
Chen Franco-Yehuda
/s/ Boaz Toshav	Director	April 10, 2024
Boaz Toshav
/s/ Nava Swersky Sofer	Director	April 10, 2024
Nava Swersky Sofer
/s/ Ziv Dekel	Director	April 10, 2024
Ziv Dekel

II-2

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of Brenmiller Energy Ltd., has signed this Registration Statement on Form S-8 on April 10, 2024.

Puglisi & Associates

/s/ Greg Lavelle

Managing Director

II-3

EX-5.1

Exhibit 5.1

  Sullivan & Worcester Tel Aviv
28 HaArba’a St. HaArba’a Towers
North Tower, 35th Floor
Tel-Aviv, Israel +972-747580480
sullivanlaw.com

April 10, 2024

To: Brenmiller Energy Ltd.

13 Amal Street,

Rosh Haayin, 4809249, Israel.

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as Israeli counsel for Brenmiller Energy Ltd., an Israeli Company (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company on the date hereof with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of additional 500,000 of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), to be reserved for issuance under the Brenmiller Energy Ltd. 2013 Global Incentive Option Scheme (the “Plan”).

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement to which this opinion is attached as an exhibit; (ii) a copy of the amended and restated articles of association of the Company, as currently in effect; (iii) resolutions of the board of directors which relate to the Registration Statement and the Plan; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. In addition, we have assumed that the Ordinary Shares and any equity awards that provide for the acquisition thereof will be granted in accordance with the Plan and the Company’s amended and restated articles of association.

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than the State of Israel.

Based upon and subject to the foregoing, we are of the opinion that the Ordinary Shares issuable under the Plan have been duly authorized and, when issued and paid for in accordance with the terms of the Plan and applicable option grant, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm wherever appearing in the Registration Statement in connection with Israeli law. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K under the Securities Act.

Very truly yours,

/s/ Sullivan & Worcester Tel Aviv (Har-Even & Co.)

SULLIVAN & WORCESTER TEL AVIV (Har-Even & Co.)

EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Brenmiller Energy Ltd. of our report dated March 18, 2024 relating to the financial statements, which appears in Brenmiller Energy Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2023.

Tel-Aviv, Israel	/s/ Kesselman & Kesselman
April 10, 2024	Certified Public Accountants (Isr.)
	A member firm of PricewaterhouseCoopers International Limited

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

BRENMILLER ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation	Amount Registered(1)(2)		Proposed Maximum Offering Price Per Share(3)		Proposed Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
	Newly Registered Securities
Fees to Be Paid	Equity	Ordinary Shares, no par value per share (3)	Rule 457(c) and 457(h)		500,000	$	2.28	$	1,140,000	$	0.00014760	$	168.26
	Total Offering Amounts					$	2.28	$	1,140,000			$	168.26
	Total Fees Previously Paid												-
	Total Fee Offsets												-
	Net Fee Due											$	168.26

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.

(2) Represents Ordinary Shares reserved for issuance upon the exercise of options that may be granted under the plan to which this Registration Statement relates.

(3) The fee is based on the number of Ordinary Shares which may be issued under the Registrant’s 2013 Global Incentive Option Scheme, as amended, this Registration Statement on Form S-8 relates to and is estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sales price of Brenmiller Energy Ltd.’s Ordinary Shares as reported on the Nasdaq Capital Market on April 4, 2024.