Brenmiller Energy Announces Pricing of NIS 10.6 Million ($3.1 Million) Private Placement
November 30, 2022 at 09:23 AM EST
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 it entered into a securities purchase agreement with certain investors, part of which are existing shareholders of the Company, including Mr. Avraham Brenmiller, a controlling shareholder, Chairman and Chief Executive Officer of the Company, for aggregate gross proceeds of approximately NIS 10.6 million ($3.1 million). The private placement is subject to the approval of the Company’s shareholders in a special meeting that is expected to occur in or around January 2023.
In connection with the private placement, the Company will issue units (each a “Unit”) consisting of one ordinary share of the Company and one non-registrable and non-tradeable warrant, for a total of 1,996,359 ordinary shares and 1,996,359 associated warrants at NIS 5.33 ($1.55) per share (reflecting a 4% premium on the market price at close on November 28, 2022). The warrants are exercisable on the issuance date of each Unit with a premium of 15% on the share price, representing an exercise price of NIS 6.13 ($1.78) per warrant, and have a term of five years from the issuance date.
The securities described above are being sold in a private placement and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The investors received piggyback registration rights for their ordinary shares and associated warrants. The Company has agreed to file a registration statement with the SEC to register the resale of the warrant shares thirty (30) days after becoming shelf eligible. Upon effectiveness of such registration statement, the aforementioned piggyback rights shall expire.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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