BNRGBrenmiller Energy Ltd. · NASDAQ
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

2.49M
Reported Float
2.12M
Tradeable Now
(estimated float)
▲ data says 2.49Moverstated 17%
2.19M
Effective Supply
8.00M
Fully Diluted
Dilution risk9/10
CONFIDENCE: MEDIUM
EXTREMEAssessed Jun 26, 2026Trigger: EFFECT registration filingCRITICALFull-ratchet anti-dilution convertible preferred (functional death spiral)CRITICALRecently registered resale shares not yet in float quotes

Active, multi-tranche Alpha Capital convertible preferred with full-ratchet anti-dilution is the engine: the conversion price has already ratcheted from $3.39 down to $1.67 within weeks, and the company is closing new fundings roughly monthly (Sixth and Seventh Subsequent Fundings in June 2026 alone). A 5,905,055-share resale registration (≈283% of the ~2.1M float) is pending effectiveness, plus an active ATM (407,783 shares already sold) and a $75M primary shelf. Even though the $1.67/$14.56 strikes sit above the ~$0.84 last price, the full-ratchet mechanism guarantees those prices fall as cheaper shares are issued, making the overhang functionally floorless. Combined with three reverse splits in 12 months, this is a textbook serial-dilution / ratchet structure.

Share Structure

Float to Fully Diluted Breakdown

LIKELY STALE

Reported float from Insight Sentry. Adjusted based on SEC filing analysis.

Reported Float2.49M31.1%
Float Adjustments1.63M20.4%
+408K sharesHIGH

ATM program issuances to public market (407,783 ordinary shares sold Dec 31 2025 to prospectus date for $1,112K net)

Source: F-3 filed 2026-06-18 capitalization/pro forma section

+1.22M sharesMEDIUM

Net new free-trading shares from preferred conversions, warrant exercises and other issuances raising outstanding from data-service snapshot (~515,465) to SEC cover-page 2,119,336; reported float feed is stale and pre-dates H1 2026 issuance

Source: F-3 filed 2026-06-18 cover page vs XBRL 715,852 (2025-12-31) and Insight Sentry 515,465

Convertible Notes2.13M26.7%
June 1st 2026 Convertible Preferred (Sixth Subsequent Funding), 1,000 shares @ $1,000 stated value
Conv. Price: fixed
Est. Shares: ~599K (agent-computed)
June 15th 2026 Convertible Preferred (Seventh Subsequent Funding), 1,500 shares @ $1,000 stated value
Conv. Price: fixed
Est. Shares: ~750K (agent-computed)
Previously issued Preferred (July 2025 Alpha SPA), conversion price ratcheted to $1.67
Conv. Price: variable
Est. Shares: ~784K (agent-computed)
Warrants3.38M42.2%
common599K shares at $14.56
common898K shares at $14.56
pre-funded75K shares at $0.00001
common500K shares at $2
common500K shares at $2
common808K shares at $2915.5
Other40K0.5%
Options / RSUs40K shares
≈ Estimated Actual Float

Reported float + filing adjustments

2.12M

MEDIUM confidence

Pending Shares as % of Float283.3%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted8.00M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

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Dilution profile
Reverse splits (4)
  • 1-for-10·Dec 4, 2023~3 yr ago
  • 1-for-5·Jun 20, 2025~1 yr ago
  • 1-for-7·Jan 26, 2026~6 mo ago
  • 1-for-5·Apr 15, 2026~3 mo ago
Active mechanisms
  • Full-ratchet anti-dilution convertible preferred (Alpha Capital, $1.67 conversion, ratcheting down)
  • Active ATM program (407,783 shares sold for $1,112K net)
  • Multiple warrant tranches subject to shareholder-approval repricing to $2.00
  • Near-zero-strike pre-funded warrant (75,000 @ $0.00001)
  • 5,905,055-share resale registration pending effectiveness
  • $75M primary shelf filed June 4 2026

Market Data

Price

$0.67

Market Cap

$1.76M

Outstanding

2.62M

Float

2.49M

Avg Volume

7.05M

Exchange: NASDAQ|Source: Insight Sentry