NOTE 1 - GENERAL:

BrenX Ltd. (Formerly - Brenmiller Energy Ltd.; hereinafter –the “Company”) was incorporated and commenced its business operations in Israel in 2012. The Company’s registered offices are in Rosh Ha’Ayin in Israel. On May 25, 2022, the Company’s ordinary shares (the “Ordinary Shares”) were listed and began trading on the Nasdaq Stock Market LLC (“Nasdaq”). On September 11, 2023, the Company’s voluntary delisting of its securities from the Tel Aviv Stock Exchange (“TASE”) took effect (the last trading day was September 7, 2023).

The Company is an energy technology company that specializes in energy supply to industrial clients through its thermal energy storage (“TES”) systems that are based on its proprietary and patented bGen™ technology. The use of the Company’s technology enables full vertical integration from renewable energy assets and grid management to end-customers’ delivery for factories requiring power and heat and further reduction of carbon emissions. The Company commenced the commercialization of its products and services in 2023 and assembled a new production line to facilitate commercial operations, that commenced operations in October 2024.

As of June 30, 2026, the Company has one wholly owned subsidiary (in the United States) that is currently inactive. In addition, a joint venture in Spain was established in the second half of 2024 that commenced non-significant operations in 2025 (collectively with the Company, “the Group”). See also Note 9C.

While none of the Company’s facilities or infrastructure were damaged during the hostilities that began on October 7, 2023, the situation remains uncertain and escalated on February 28, 2026, when Israel and the United States commenced a joint operation against Iran, which has led Iran to launch ballistic missiles and drones against Israel and other countries in the region, followed by the joining of Hezbollah on the Lebanese front. Iran closed the Strait of Hormuz, leading to disruption of the global supply chain, including in oil and gas, which could potentially destabilize the Israeli and global economies. As of the date of this Interim Report, hostile and combat operations are still on-going and their outcome and the effect that they may have are uncertain. To date, the Company has not experienced a material adverse impact on its operations as a result of the regional hostilities. Nevertheless, regional geopolitical instability, including disruptions to international shipping routes, may from time to time affect logistics, lead times and costs.

The Company’s primary operations are located in Israel. However, the Company also conducts marketing and operational activities through its European joint venture company, Brenmiller Europe S.L. (hereinafter - “BRSL”), which supports international commercial activities and contributes to mitigating certain risks associated with operating from Israel. The Company continues to implement efficiency measures and actively manages procurement and logistics by regularly evaluating alternative sourcing options and working with suppliers to support operational continuity.

Negative sentiment toward Israel or Israeli companies in certain markets may also affect demand or the Company’s ability to raise capital and grants. Any deterioration in the political or security situation in Israel or the region could adversely affect the Company’s business, financial condition and results of operations.

The Company has not yet generated significant revenues from its operations and has an accumulated deficit as of June 30, 2026, as well as a history of net losses and negative operating cash flows.

The Company expects to continue incurring losses and negative cash flows from operations until its products and energy sales achieve sustainable profitability. These conditions, together with the Company’s current cash position, raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the interim consolidated financial statements are issued.

These interim consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

Management’s plans to address these conditions include the continued commercialization of the Company’s products and services and taking measures to align operating expenditures with available financial resources. The Securities Purchase Agreement with Alpha Capital Anstalt (“Alpha”) has provided, and may continue providing, financing for the Company’s ongoing operations and non-project corporate liquidity requirements, subject to the terms and conditions of the agreement. See Note 11A to the Company’s consolidated financial statements for the year ended December 31, 2025.

In addition, the Company’s agreement with Baran Energy Ltd. has supported the financing of the ongoing construction of the Tempo and Wolfson projects. The agreement also contemplates potential cooperation on additional projects, subject to further agreements between the parties. See Note 6 and Note 12D to the Company’s consolidated financial statements for the year ended December 31, 2025.

The Company is also expanding its offering to integrated power and heat solutions. Since the power component is expected to represent a significant portion of the total project cost and is based on established, commercially available technologies, including solar photovoltaic systems and battery energy storage systems (“BESS”), management believes that the integrated structure may facilitate access to conventional bank loans to support future project-level funding requirements.

See also Note 9D regarding advanced negotiations with respect to the EIB loan.

There can be no assurance that additional financing will be obtained or that management’s plans will be successfully implemented. If the Company is unable to obtain sufficient financing, it may be required to reduce, delay or modify its operating activities, including the commercialization of existing products and its planned expansion.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

NOTE 3 - Fair value measurements:

Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs that are used when little or no market data is available.

The carrying amount of the cash and cash equivalents, restricted deposits, trade receivables, trade payables, accrued expenses and EIB loan, approximates their fair value.

As of June 30, 2026 and as of December 31, 2025, except for warrants liability of $0 thousand, the Company has no financial instruments measured at fair value.

NOTE 4 - INVENTORY:

NOTE 5 - EQUITY:

On January 26, 2026, the Company performed a reverse stock split of 7 to 1 and an additional reverse stock split of 5 to 1 on April 15, 2026. An additional reverse stock split was performed subsequent to the balance sheet date, at a ratio of 6 to 1, which came into effect on August 13, 2026. Share data in these interim consolidated financial statements, have been adjusted retroactively to give effect to these reverse stock splits, and the consequent changes made to exercise price and underlying ordinary shares of warrants and options issued by the Company and the conversion ratio of preferred shares issued in 2025 and 2026.

During the interim period, the remuneration committee has approved the 2026 performance conditions plan for the remunerations of its executive employees (to be paid in cash or share based payment, as determined by the Company’s remuneration committee). As of June 30, 2026, it is estimated that the extent of remunerations (for targets that are expected to be met during the year) is immaterial.

As of June 30, 2026, there is an unrecognized share-based compensation expense of $1,172 thousand to be recognized over the average remaining vesting period of 1.3 years.

NOTE 6 - Certain transactions:

As explained in Note 12C and 12D to the 2025 annual financial statements, the Company commenced building and integrating two bGen^TM TES units to two Israeli customers (Tempo and Wolfson Hospital). These units will provide industrial steam for these customers’ operations, under long-term lease arrangements.

As of the date of approval of these interim financial statements, the Tempo TES facility has already been assembled and integrated into Tempo’s production facility and is currently producing steam as part of the commissioning process. Work for the built-out of the second TES of Wolfson unit has recently started.

Under the agreement signed with Baran on September 14, 2025, Baran is making advance payments for the acquisition of these TES units and the right to payments under the agreements with these customers, which will take place upon commissioning. As of the date of these financial statements, advances amounting to $838 thousand were made by Baran (presented in current liabilities). An additional $833 thousand were received after June 30, 2026.

NOTE 7 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION:

In the six-month period ended June 30, 2025 the Company recognized revenue from thermal energy storage unit provided to a customer in Europe (100%).

Revenue recognized that was included in the contract liability balance (deferred revenue) at the beginning of the reported interim periods ended June 30, 2026 and 2025 amounts to $0 and $387 thousand, respectively.

Net loss per share is calculated and reported under the “two-class” method. Basic loss per share is computed by dividing net income or loss, reduced by preference and deemed dividends for down-round adjustments, by the weighted-average number of Ordinary Shares outstanding during the year including prefunded warrants with token exercise price (“penny” warrants). Diluted loss per share is based on the weighted average number of Ordinary Shares used for basic computation, taking into account that the preferred shares do not participate in losses and as the inclusion of any potential Ordinary Shares in the reported years would be anti-dilutive.

Potentially dilutive Ordinary Shares result from the conversion of preferred shares, the assumed exercise of options and warrants, using the “treasury stock” method, and the assumed vesting of restricted share units.

For the reported periods, all ordinary shares underlying the conversion of preferred shares, options and warrants (except for “penny warrant”) have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive.

These include as of June 30, 2026: Share option and warrants exercisable to 386,134 Ordinary Shares that, as of June 30, 2026, have zero effect under the treasury stock method and Preferred shares and share options that are “in the money” exercisable to 425,047 Ordinary Shares.

NOTE 8 - SEGMENT INFORMATION:

The Company operates in one operating and reportable segment, that is the sale or lease of bGen^TM TES units, and/or the provision of energy generated therefrom and the provision of engineering or maintenance services for that purpose. The chief operating decision maker reviews financial information presented only on a consolidated basis and uses this information for purposes of allocating resources and evaluating financial performance. The Company defines the term “chief operating decision maker” to be its chief executive officer.

The significant segment expenses and other segment items that are provided to the CODM align with expense information that is included in the Company’s interim consolidated income statement and notes thereto.

The measure of segment assets is reported in the balance sheet as total consolidated assets. The Company’s long-lived assets are located in Israel.

NOTE 9 - SUBSEQUENT EVENTS:

On August 24, 2026, under the SPA with Alpha, Alpha made subsequent fundings in the gross amount of $1,000 thousand, pursuant to which the Company issued 1,000 preferred shares with a stated value of $1,000 per share, convertible into 318,674 ordinary shares at a fixed conversion price of $3.138 per share, and ordinary warrants to purchase 318,674 ordinary shares at an exercise price of $87.36 per share. The warrants are exercisable upon issuance and will expire after five years. According to their terms, these warrants were classified as equity.

On August 26, 2026, under the SPA with Alpha, Alpha made subsequent fundings in the gross amount of $1,000 thousand, pursuant to which the Company issued 1,000 preferred shares with a stated value of $1,000 per share, convertible into 320,513 ordinary shares at a fixed conversion price of $3.12 per share, and ordinary warrants to purchase 320,513 ordinary shares at an exercise price of $87.36 per share. The warrants are exercisable upon issuance and will expire after five years. According to their terms, these warrants were classified as equity.

Consequently, and under the anti-dilution provisions in the agreement, the conversion ratio of all outstanding previously issued preferred shares were down adjusted to $3.12 per share.

On August 28, 2026, under the SPA with Alpha, Alpha made subsequent fundings in the gross amount of $1,000 thousand, pursuant to which the Company issued 1,000 preferred shares with a stated value of $1,000 per share, convertible into 254,582 ordinary shares at a fixed conversion price of $3.928 per share, and ordinary warrants to purchase 254,582 ordinary shares at an exercise price of $87.36 per share. The warrants are exercisable upon issuance and will expire after five years. According to their terms, these warrants were classified as equity.