As filed with the Securities and Exchange Commission
on January 21, 2025
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
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 660-3000 |
|
Reut Alfiah, Adv.
Gal Cohen, Adv.
Sullivan & Worcester Tel Aviv (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 1,717,200 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 795,120
Ordinary Shares under the Plan registered on the Company’s Registration Statements 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) and on April 10, 2024 (File No. 333-278602),
or the Prior Registration Statements.
This Registration Statement
relates to securities of the same class as those to which the Prior Registration Statements relate 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 Statements 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.
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; |
| | | |
| ● | Our Reports of Foreign Private Issuer on Form 6-K submitted on March 19, 2024; May 17, 2024 (with
respect to the first, second, third, and fourth paragraphs and the section titled “Forward-Looking Statements” in the press
release attached as Exhibit 99.1 to the Form 6-K only); June 6, 2024 (with respect to the first, second, fourth and sixth paragraphs
and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K only); June 10, 2024 (with respect to the first, second, third, fourth, and sixth paragraphs and the section titled “Forward-Looking Statements”
of the press release attached as Exhibit 99.1 to the Form 6-K only); June 12, 2024 (with respect to the first, second, fourth
and fifth paragraphs and the section titled “Forward-Looking Statements” of the press release attached as Exhibit 99.1 to
the Form 6-K only); June 25, 2024 (with respect to the CEO Letter attached as Exhibit 99.1 to the Form 6-K only); June 27, 2024; July 15, 2024; July 18, 2024 (with respect to the first, second and fourth paragraphs and the section titled
“Forward-Looking Statements” of the press release attached as Exhibit 99.1 to the Form 6-K only); August 1, 2024; August 6, 2024 (with respect to Exhibit 10.1, Exhibit 99.1 and the first, second, third and sixth paragraphs and the section titled “Forward-Looking
Statements” of the press release attached as Exhibit 99.2 to the Form 6-K only); August 8, 2024; August 12, 2024; August 14, 2024; August 19, 2024 (with respect to the first, second, third, and seventh paragraphs and the section titled “Forward-Looking
Statements” of the press release attached as Exhibit 99.1 to the Form 6-K only); August 29, 2024 (with respect to
the Form 6-K (other than the 2nd, 3rd, and 4th paragraphs
of the press release attached as Exhibit 99.1 to the Form 6-K); September 9, 2024 (with respect to the first, second and fourth paragraphs and the section titled “Forward-Looking Statements”
of the press release attached as Exhibit 99.1 to the Form 6-K only); September 23, 2024; September 25, 2024 (with respect
to the first, second, fifth, and sixth paragraphs and the section titled “Forward-Looking Statements” of the press release
attached as Exhibit 99.1 to the Form 6-K only); November 1, 2024; November 6, 2024; December 4, 2024; December 5, 2024; December 23, 2024 (with respect to the first, second and fourth paragraphs and the section titled “Forward-Looking
Statements” of the press release attached as Exhibit 99.1 to the Form 6-K only); December 31, 2024 (with respect to the he first,
second and fourth paragraphs and the section titled “Forward-Looking Statements” of the press release attached as Exhibit
99.1 to the Form 6-K only); January 16, 2025; January 17, 2025; 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.
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 January 21, 2025.
| |
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 |
|
January 21, 2025 |
| Avraham Brenmiller |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Ofir Zimmerman |
|
Chief Financial Officer |
|
January 21, 2025 |
| Ofir Zimmerman |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Doron Brenmiller |
|
Director |
|
January 21, 2025 |
| Doron Brenmiller |
|
|
|
|
| |
|
|
|
|
| /s/ Nir Brenmiller |
|
Director |
|
January 21, 2025 |
| Nir Brenmiller |
|
|
|
|
| |
|
|
|
|
| /s/ Chen Franco-Yehuda |
|
Director |
|
January 21, 2025 |
| Chen Franco-Yehuda |
|
|
|
|
| |
|
|
|
|
| /s/ Zvi Joseph |
|
Director |
|
January 21, 2025 |
| Zvi Joseph |
|
|
|
|
| |
|
|
|
|
| /s/ Michael Korner |
|
Director |
|
January 21, 2025 |
| Michael Korner |
|
|
|
|
| |
|
|
|
|
| /s/ Nava Swersky Sofer |
|
Director |
|
January 21, 2025 |
| Nava Swersky Sofer |
|
|
|
|
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 January 21, 2025.
| |
Puglisi & Associates |
| |
|
| |
/s/ Greg Lavelle |
| |
Managing Director |
| |
|
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 |
January 21, 2025
Brenmiller Energy Ltd.
13 Amal St., Park Afek
Rosh Haayin,
Israel 4809249
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 1,717,200 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.) |
|
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 |
| January 21, 2025 |
Kesselman & Kesselman |
| |
Certified Public Accountants (Isr.) |
| |
A member firm of PricewaterhouseCoopers International Limited |
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) | |
| 1,717,200 | | |
$ | 1.81 | | |
$ | 3,112,425 | | |
$ | 0.00015310 | | |
$ | 476.51 | |
| | |
Total Offering Amounts | |
| | | |
$ | 1.81 | | |
$ | 3,112,425 | | |
| | | |
$ | 476.51 | |
| | |
Total Fees Previously Paid | |
| | | |
| | | |
| | | |
| | | |
| - | |
| | |
Total Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
| - | |
| | |
Net Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 476.51 | |
| (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 January 17, 2025. |
Brenmiller Energy (NASDAQ:BNRG)
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