Brenmiller Energy Ltd. Files 2023 Annual Report on Form 20-F

TL;DR

<b>Brenmiller Energy Ltd. has filed its 2023 annual report on Form 20-F, detailing its financial status and operations.</b>

AI Summary

Brenmiller Energy Ltd. (BNRG) filed a Foreign Annual Report (20-F) with the SEC on March 18, 2024. Brenmiller Energy Ltd. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company's ordinary shares trade on the Nasdaq Capital Market under the symbol BNRG. As of December 31, 2023, Brenmiller Energy Ltd. had 2,151,745 ordinary shares outstanding. The filing confirms the company is not a well-known seasoned issuer. Brenmiller Energy Ltd. has met its filing requirements for the past 12 months and 90 days.

Why It Matters

For investors and stakeholders tracking Brenmiller Energy Ltd., this filing contains several important signals. This filing provides investors with a comprehensive overview of the company's performance and financial health for the fiscal year 2023. The Form 20-F is a crucial document for international companies listed on US exchanges, offering transparency and regulatory compliance.

Risk Assessment

Risk Level: low — Brenmiller Energy Ltd. shows low risk based on this filing. The filing is a standard annual report and does not contain new material information that would significantly alter the risk profile.

Analyst Insight

Review the full Form 20-F filing for detailed financial statements, risk factors, and management discussion to assess the company's performance and future outlook.

Key Numbers

• 2,151,745 — Ordinary Shares Outstanding (As of December 31, 2023)
• 20231231 — Fiscal Year End (Period covered by the annual report)
• 20240318 — Filing Date (Date the Form 20-F was filed)

Key Players & Entities

• Brenmiller Energy Ltd. (company) — Filer of the 20-F annual report
• Nasdaq Capital Market (company) — Exchange where BNRG ordinary shares are registered
• BNRG (company) — Trading symbol for Brenmiller Energy Ltd. ordinary shares
• Avraham Brenmiller (person) — Chief Executive Officer of Brenmiller Energy Ltd.

FAQ

Industry Context

Brenmiller Energy Ltd. operates in the heating equipment sector, focusing on energy solutions.

Regulatory Implications

As an international issuer, Brenmiller Energy Ltd. is subject to SEC regulations for companies trading on US exchanges, requiring annual filings like the 20-F.

What Investors Should Do

1. Thoroughly review the financial statements and management's discussion and analysis within the 20-F.
2. Analyze the risk factors section for any new or evolving business risks.
3. Compare key financial metrics to previous periods to identify trends and performance changes.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the annual financial statements.
• 2024-03-18: Filing Date — Date the Form 20-F was officially submitted to the SEC.

Year-Over-Year Comparison

This is the initial filing of the 20-F for the fiscal year 2023, following the reporting requirements for companies listed on US exchanges.

Key Financial Figures

• $1.00 — rt were made at a rate of NIS 3.627 per $1.00 per U.S. dollar, the exchange rate as o

Filing Documents

• ea0201044-20f_brenmiller.htm (20-F) — 1749KB
• ea020104401ex2-1_brenmiller.htm (EX-2.1) — 48KB
• ea020104401ex4-3_brenmiller.htm (EX-4.3) — 214KB
• ea020104401ex8-1_brenmiller.htm (EX-8.1) — 2KB
• ea020104401ex12-1_brenmiller.htm (EX-12.1) — 9KB
• ea020104401ex12-2_brenmiller.htm (EX-12.2) — 9KB
• ea020104401ex13-1_brenmiller.htm (EX-13.1) — 3KB
• ea020104401ex13-2_brenmiller.htm (EX-13.2) — 3KB
• ea020104401ex15_brenmiller.htm (EX-15) — 3KB
• ea020104401ex97-1_brenmiller.htm (EX-97.1) — 45KB
• image_001.jpg (GRAPHIC) — 10KB
• image_002.jpg (GRAPHIC) — 44KB
• image_003.jpg (GRAPHIC) — 38KB
• image_004.jpg (GRAPHIC) — 40KB
• image_005.jpg (GRAPHIC) — 41KB
• image_006.jpg (GRAPHIC) — 41KB
• image_007.jpg (GRAPHIC) — 33KB
• image_008.jpg (GRAPHIC) — 41KB
• fin_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-023515.txt (&nbsp;) — 8729KB
• bnrg-20231231.xsd (EX-101.SCH) — 76KB
• bnrg-20231231_cal.xml (EX-101.CAL) — 53KB
• bnrg-20231231_def.xml (EX-101.DEF) — 343KB
• bnrg-20231231_lab.xml (EX-101.LAB) — 655KB
• bnrg-20231231_pre.xml (EX-101.PRE) — 356KB
• ea0201044-20f_brenmiller_htm.xml (XML) — 779KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes No TABLE OF CONTENTS Page INTRODUCTION iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iv SUMMARY RISK FACTORS v PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 A. [Reserved] 1 B. Capitalization and Indebtedness 1 C. Reasons for the Offer and Use of Proceeds 1 D.

Risk Factors

Risk Factors 1 ITEM 4. INFORMATION ON THE COMPANY 23 A. History and Development of the Company 23 B. Business Overview 24 C. Organizational Structure 37 D. Property, Plants and Equipment 38 ITEM 4.A UNRESOLVED STAFF COMMENTS 38 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 38 A. Operating Results 38 B. Liquidity and Capital Resources 43 C Research and development, patents and licenses, etc. 48 D Trend Information 48 E. Critical Accounting Estimates 48 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 49 A. Directors and Senior Management 49 B. Compensation 51 C. Board Practices 55 D. Employees 72 E. Share Ownership 72 F. Action to Recover Erroneously Awarded Compensation 72 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 72 A. Major Shareholders 72 B. Related Party Transactions 76 C. Interests of Experts and Counsel 77 ITEM 8. FINANCIAL INFORMATION 78 A. Consolidated Statements and Other Financial Information 78 B. Significant Changes 78 ITEM 9. THE OFFER AND LISTING 78 A. Offer and Listing Details 78 B. Plan of Distribution 78 C. Markets 79 D. Selling Shareholders 79 E.

Dilution

Dilution 79 F. Expenses of the Issue 79 i ITEM 10. ADDITIONAL INFORMATION 79 A. Share Capital 79 B. Memorandum and Articles of Association 79 C. Material Contracts 79 D. Exchange Controls 79 E. Taxation 79 F. Dividends and Paying Agents 88 G. 88 H. Documents on Display 88 I. Subsidiary Information 88 J. Annual Report to Security Holders. 88 ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 89 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 89 A. Debt Securities 89 B. Warrants and rights 89 C. Other Securities 89 D. American Depositary Shares 89 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 90 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 90 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 90 ITEM 16. [RESERVED] 90 ITEM 16. A AUDIT COMMITTEE FINANCIAL EXPERT 90 ITEM 16. B CODE OF ETHICS 91 ITEM 16. C PRINCIPAL ACCOUNTANT FEES AND SERVICES 91 ITEM 16. D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 92 ITEM 16. E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 92 ITEM 16. F CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 92 ITEM 16. G CORPORATE GOVERNANCE 92 ITEM 16. H MINE SAFETY DISCLOSURE 94 ITEM 16. I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 94 ITEM 16. J INSIDER TRADING POLICIES 94 ITEM 16. K CYBERSECURITY 94 PART III ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 96 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 96 ITEM 19. EXHIBITS 96

SIGNATURES

SIGNATURES 97 ii Brenmiller Energy Ltd. INTRODUCTION We are a technology company that develops, produces, markets and sells thermal energy storage, or TES, systems based on our proprietary and patented bGen technology. Our technology enables the electrification and decarbonization of the industrials sector, resulting in better integration with renewable energy sources and a reduction in carbon emissions. We believe that climate change is the greatest challenge of our times. A major contributor to climate change is carbon emissions being emitted to the atmosphere. To combat this, countries and organizations have set and are continuing to set targets for themselves and various industries to reduce their carbon emissions. In order to meet such carbon emission targets, we believe that we can contribute to expediting the transition from fossil fuels to a widescale adoption of renewable energy, such as carbon capture, efficient energy storage and recovery, and benefitting from the reuse of wasted heat. Our bGen TES system stores energy can recover wasted heat from available energy resources to provide one consistent energy output. By doing so, the bGen TES system can precisely match energy supplies with the demand and bridge the gap between renewable energy and conventional power sources. Accordingly, we believe TES systems such as our bGen system have become essential to the renewable energy market to ensure the reliability and stability of energy supplies. We have developed our bGen technology over the last twelve years and have tested it across three generations of demonstration units at various sites globally. Our bGen technology uses crushed rocks to store heat at temperatures of up to 1400 degrees Fahrenheit and is comprised of several key elements inside one unit: thermal storage, heat exchangers, electricity conversion to high temperature heat and a steam generator. The use of crushed rock as a means of storage results in no hazardous challenges to the

Forward-looking statements are not guarantees of

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. 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; general market, political, and economic conditions in the countries in which we operate including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East, such as the Israel-Hamas war; and those factors referred to in "Item 3.D. Risk Factors," "Item 4. Information on the Company," and "Item 5. Operating and Financial Review and Prospects", as well as in this annual report on Form 20-F generally. Readers are urged to carefully review and consider the various disclosures made throughout this annual report on Form 20-F which are designed to advise interested parties o

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness. Not applicable. C. Reasons for the Offer and Use of Proceeds. Not applicable. D. Risk Factors. Our business faces significant risks. You should carefully consider the risks described below, together with all of the other information in this annual report on Form 20-F. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of these risks actually occurs, our business and financial condition could suffer, and the price of our Ordinary Shares could decline. This report also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this report and our other SEC filings. See "Cautionary Note Regarding Forward-Looking Statements" above. Risks Related to Our Business and Industry We are highly dependent on the successful development, marketing and sale of our proprietary technology. Our proprietary technology is the basis of our business. As a result, the success of our business plan is highly dependent on our ability to remain competitive by selling our TES systems to customers in our main focus area, the industrial heat sector. To the best of our knowledge, our technology and know-how are proprietary. However, there is no certainty that potential customers will prefer our technology over that of other companies currently existing or that will exist in the future. Additionally, some of our competitors may have more capital resources and access to liquidity than we do and are able to make more investments in research and development than us. If any new or existing competitor develops a product that is perceived

View Full Filing

View this 20-F filing on SEC EDGAR