S-8 1 ea0300985-s8_brenxltd.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BRENX 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)

Brenmiller Energy U.S. Inc.

21 Morningside Dr.

Weatogue, CT 06089

Tel: (646) 480-0290

(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, 19^th Floor

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, 14^th 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 395,031 additional ordinary shares, no par value per share, or the Ordinary Shares, of BrenX 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 an aggregate of 10,357 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 September 4, 2025 (File No. 333-290040), January 21, 2025 (File No. 333-284377), April 10, 2024 (File No. 333-278602) and May 30, 2023 (File No. 333-272266), 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.

All historical quantities of the ordinary shares and per share data herein are presented on a post-split basis to give effect to our 7-for-1 reverse share split effected at the market open on Nasdaq on January 26, 2026, our 5-for-1 reverse share split effected at the market open on Nasdaq on April 15, 2026, and our 6-for-1 reverse share split effected at the market open on Nasdaq on August 13, 2026.

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, 2025, filed with the SEC on March 25, 2026;

●

Our Reports of Foreign Private Issuer on Form 6-K submitted on March 31, 2026, April 13, 2026, April 27, 2026, May 18, 2026, June 2, 2026, June 4, 2026, June 11, 2026 (excluding the eighth and ninth paragraphs of the press release included as Exhibit 99.1), June 24, 2026, July 2, 2026 (excluding the sixth paragraph of the press release included as Exhibit 99.1), July 10, 2026, July 10, 2026, July 24, 2026 (excluding the sixth, seventh, eighth and ninth paragraphs of the press release included as Exhibit 99.1), July 27, 2026, July 29, 2026, July 30, 2026 (excluding the third and fourth paragraphs of the press release included as Exhibit 99.1);

●

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, 2025.

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 BrenX 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 August 13, 2026).

5.1*		Opinion of Sullivan & Worcester Tel Aviv (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 Tel Aviv (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.

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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 August 13, 2026.

	BRENX LTD.

	By:	/s/ Nir Brenmiller
		Nir Brenmiller
		Title: Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of BrenX Ltd., hereby severally constitute and appoint Nir 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/ Nir Brenmiller	Chief Executive Officer	August 13, 2026
Nir Brenmiller	(Principal Executive Officer)

/s/ Ofir Zimmerman	Chief Financial Officer	August 13, 2026
Ofir Zimmerman	(Principal Financial and Accounting Officer)

/s/ Avraham Brenmiller	Director, Chairman of the Board of Directors	August 13, 2026
Avraham Brenmiller

/s/ Doron Brenmiller	Director,	August 13, 2026
Doron Brenmiller

/s/ Harel Gadot	Director	August 13, 2026
Harel Gadot

/s/ Zvi Joseph	Director	August 13, 2026
Zvi Joseph

/s/ Michael Korner	Director	August 13, 2026
Michael Korner

/s/ Boaz Toshav	Director	August 13, 2026
Boaz Toshav

/s/ Orna Ben Yosef	Director	August 13, 2026
Orna Ben Yosef

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, Brenmiller Energy U.S. Inc., the duly authorized representative in the United States of BrenX Ltd., has signed this Registration Statement on Form S-8 on August 13, 2026.

	Brenmiller Energy U.S. Inc.

	/s/ Nir Brenmiller
	Nir Brenmiller Treasurer and Chief Financial Officer

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