Amendment: SEC Form SC 13D/A filed by Brenmiller Energy Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

Brenmiller Energy Ltd.
(Name of Issuer)

Ordinary Shares, no par value per share
(Title of Class of Securities)

M2R43K362
(CUSIP Number)

Avraham Brenmiller

c/o Brenmiller Energy Ltd.

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel

Tel: +972-77-693-5140

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 3, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer

This Amendment No. 2 to Schedule 13D (this “Schedule 13D/A”) to Schedule 13D amends and supplements the Schedule 13D initially filed by Avraham Brenmiller (the “Reporting Person”) with the U.S. Securities and Exchange Commission (the “SEC”) on July 7, 2022 , as amended by Amendment No. 1 filed with the SEC on February 16, 2023 (as amended, the “Schedule 13D”), and relates to the ordinary shares, no par value per share (the “Ordinary Shares”), of Brenmiller Energy Ltd., an Israeli company (the “Issuer”). Except as otherwise specified in this Schedule 13D/A, all items in the Schedule 13D are unchanged and each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 13D.

The principal executive offices of the Issuer are located at 13 Amal St. 4th Floor, Park Afek, Rosh Haayin, 4809249 Israel.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Person purchased the Ordinary Shares in the Offering held by him directly using his personal funds.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated as follows:

On July 3, 2024, the Reporting Person purchased an aggregate of 51,000 Ordinary Shares of the Issuer effected in the open market on the Nasdaq Capital Market for a total consideration of $49,980.

Although the Reporting Person has no present intention to do so, he may make purchases of Ordinary Shares or other securities of the Issuer from time to time, in the open market or in private transactions depending on his analysis of the Issuer's business, prospects and financial condition, the market for such securities, other investment and business opportunities available to him, general economic and stock market conditions, proposals from time to time sought by or presented to him and other factors. The Reporting Person intends to closely monitor his investments and may from time to time take advantage of opportunities presented to him. The Reporting Person may in the future also formulate plans or proposals regarding the Issuer, including possible future plans or proposals concerning events or transactions of the kind described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Depending upon the Reporting Person’s continuing review of his investments and various other factors, including those mentioned above, the Reporting Person may (subject to any applicable securities laws and lock-up arrangements) decide to sell all or any part of the Ordinary Shares or other securities owned by him from time to time, although he has no current plans to do so. Except as set forth above, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D, other than receipt of additional Ordinary Shares or other securities of the Issuer that may be granted as part of his compensation as Chief Executive Officer of the Issuer.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) The Reporting Person may be deemed to beneficially own 729,292 Ordinary Shares of the Issuer, which constitute 12.0% of the outstanding Ordinary Shares of the Issuer. The percentage is based on 5,958,757 Ordinary Shares issued and outstanding as of July 3, 2024 and 98,997 securities exercisable into ordinary shares within 60 days held by the Reporting Person. The Issuer has advised the Reporting Person the Ordinary Shares issued and outstanding as of July 3, 2024 includes, inter alia, Ordinary Shares issued (i) under the Issuer’s “at-the-market” offering, as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, and (ii) in connection with the exercise of certain pre-funded warrants to purchase Ordinary Shares held by an investor, both of which were effected since the Issuer’s most recently available filing with the SEC that contained the number of shares issued and outstanding.

(b) The Reporting Person has sole voting and dispositive power of 729,292 Ordinary Shares of the Issuer. 

(c) The Reporting Person purchased an aggregate of 51,000 Ordinary Shares of the Issuer, effected in the open market on the Nasdaq Capital Market on July 3, 2024, for a total consideration of $49,980, or $0.98 per Ordinary Share.

(d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares reported above in this Item 5 and held directly by the Reporting Person.

(e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 8, 2024