Alpha Capital Anstalt
All Connections
7 total
All Connections
7 totalAlpha Capital is the sole selling shareholder in the March 2026 F-3 resale registration (4,055,403 shares = 271% of float). Brenmiller is contractually obligated to file F-3 registrations for each Alpha tranche, enabling Alpha to immediately liquidate converted preferred shares into the public market.
Alpha Capital Anstalt was named in SEC v. Honig (18-cv-08175 SDNY, filed 2018) for alleged microcap fraud and market manipulation. Alpha entered a Consent Judgment without admitting the allegations. This enforcement history is directly relevant to evaluating Alpha's role as Brenmiller's primary funder.
Alpha Capital Anstalt is the sole PIPE investor in Brenmiller Energy under a $25M Securities Purchase Agreement (July 2025). Alpha holds preferred shares convertible at $1.222/share with full-ratchet anti-dilution and warrants. Each new tranche resets all prior conversion and exercise prices downward. Five tranches completed through March 10 2026.
Alpha Capital Anstalt is the sole PIPE investor in Brenmiller Energy under a $25M Securities Purchase Agreement (July 2025). Alpha holds preferred shares with full-ratchet anti-dilution, ordinary warrants, and registration rights requiring repeated F-3 resale registrations. Four F-3/EFFECT cycles completed in 8 months. Alpha also holds SC 13D position (21.73% stake as of Dec 2024).
Konrad Ackermann is the Director of Alpha Capital Anstalt and signed the consent judgment with the SEC (January 17, 2019). He continues to sign all Brenmiller-related 13D/13G filings in this capacity. Ackermann has been Alpha Capital's director in SEC filings since the mid-2000s. Background: former business partner of Austrian billionaire Martin Schlaff.
Har-Even / Sullivan & Worcester LLP appears as U.S. securities counsel in F-3 registrations for multiple Alpha Capital portfolio companies including Brenmiller Energy and potentially IceCure Medical. The recurrence of the same counsel in Alpha-linked issuers may indicate a referral or preferred-counsel relationship facilitating rapid F-3 filings.
Alpha Capital Anstalt (Liechtenstein) holds preferred convertible securities in Brenmiller Energy under a $25M SPA with full-ratchet anti-dilution mechanics. YA II PN Ltd (Cayman/Yorkville) holds equity line rights in RedHill Biopharma under a SEDA structure. Both are structural dilution providers operating in the same HFIA universe with different counterparties. Investigating common beneficial ownership across Alpha Capital and Yorkville/YA is warranted.
All Findings
10 total
All Findings
10 totalfinancial (5)
Alpha Capital Anstalt, Brenmiller's sole PIPE investor, entered a Consent Judgment in SEC microcap fraud/manipulation case (18-cv-08175 SDNY) without admitting allegations
Alpha Capital Anstalt was named in SEC v. Honig (Civil Action 18-cv-08175, SDNY filed September 7 2018) alleging microcap fraud and market manipulation. Alpha Capital entered a Consent Judgment without admitting or denying the allegations. Industry analysis identifies Alpha as a prolific PIPE investor in distressed small-cap companies using convertible instruments with anti-dilution provisions, rapid share registration, and coordinated sales.
Alpha Capital Anstalt filed activist SC 13D for Brenmiller Energy (BNRG) — 22% stake, management replacement agenda
Alpha Capital Anstalt filed SC 13D on June 10, 2024 (EDGAR accession 0001213900-24-050965) reporting 542,290 ordinary shares of Brenmiller Energy Ltd. (BNRG, CIK 0001901215), representing approximately 22% of shares outstanding. Purpose stated: dissatisfaction with management, intent to replace with 'independent, responsible and effective' management. Signed by Konrad Ackermann, Director, Vaduz, Liechtenstein.
Alpha Capital Anstalt is the PIPE investor for Brenmiller via $25M SPA (July 2025); preferred convertibles with full-ratchet anti-dilution mechanics; multiple closings through Feb 2026
Brenmiller F-3 (accession 0001213900-26-028281): 'into a securities purchase agreement, or the SPA, with Alpha Capital Anstalt, or Alpha, pursuant to which we agreed to issue and sell to Alpha, subject to certain conditions, up to an aggregate of $25 million in securities across multiple tranches, consisting of preferred shares, pre-funded warrants, and ordinary warrants. Between July 2025 and February 2026, we completed multiple closings under the SPA... 1,000 preferred shares with a stated value of $1,000 per share, convertible into ordinary shares at a fixed conversion price of $1.222 per share... ordinary warrants to purchase 343,407 ordinary shares at an exercise price of $2.912 per share.' Filing also notes: 'full-ratchet anti-dilution adjustment of the conversion price of our outstanding Preferred Shares.'
Alpha Capital Anstalt $25M multi-tranche PIPE in Brenmiller Energy (BNRG) — board control, convertible preferred, warrants, F-3/424B3 resale registration filed March 2026
Brenmiller Energy (BNRG) announced a securities purchase agreement with Alpha Capital Anstalt for up to $25 million in equity securities across multiple tranches (potentially $50M if all warrants exercised). Structured under Securities Act Section 4(a)(2) / Regulation D Rule 506(b). Components: $1.2M initial (pre-funded warrants for 631,579 shares at $0.00001 + ordinary warrants for 631,579 shares at $2.09); $3.8M equity closing (3,800 preferred shares at $1,000 stated value, convertible at $2.288/share + 1,660,839 warrants at $2.40 over 5 years); remaining $20M in subsequent tranches. Board representation: Zvi Joseph and Miki Korner (appointed Aug 14, 2024). Registration rights agreement requires Brenmiller to register shares for resale. F-3 filed March 16, 2026 covers 4,055,403 shares; 424B3 prospectus covers 6,643,356 shares for Alpha Capital resale.
Four complete F-3 -> EFFECT resale registration cycles completed in 8 months against Brenmiller Energy (Aug 2025–Mar 2026), consistent with toxic-PIPE extraction cycle
Cycle 1: F-3 filed 2025-08-04, EFFECT 2025-08-15. Cycle 2: F-3 filed 2025-10-01, F-3/A 2025-11-05, EFFECT 2026-01-16. Cycle 3: F-3 filed 2026-02-23, EFFECT 2026-03-04. Cycle 4: F-3 filed 2026-03-16, EFFECT 2026-03-20. Each cycle follows a new financing tranche from Alpha Capital, registration of newly issuable shares for resale, and SEC effectiveness declaration allowing Alpha to sell into the public market.
corporate (3)
Alpha Capital's initial December 2024 SC 13D disclosed 21.73% beneficial ownership in Brenmiller (1,542,290 shares plus 32,251 warrant shares) following an August 2024 private placement at $1.05/share — its entry point before the July 2025 toxic-PIPE facility
SC 13D/A filed December 5, 2024 (accession 0001213900-24-105836). Event: December 4, 2024 (Alpha's stake exceeded 5%). The private placement was originally executed August 4, 2024 and amended November 4, 2024 — 1,000,000 ordinary shares at $1.05/share for gross proceeds of $1,050,000. As of the filing date, Alpha held 1,542,290 ordinary shares (21.73% of 7,094,791 shares outstanding) plus 32,251 warrant shares. Source of funds: general working capital. This 13D filing triggered a mandatory switch from passive (13G) to active (13D) reporting, suggesting Alpha's ownership had moved beyond the passive threshold.
Alpha Capital Anstalt confirmed as sole PIPE investor in Brenmiller Energy (BNRG) via $25M Securities Purchase Agreement signed July 25, 2025, with Alpha as the sole selling shareholder in all resale F-3 registrations
The July 25, 2025 SPA between Brenmiller Energy Ltd. and Alpha Capital Anstalt provides for up to $25M in preferred shares, pre-funded warrants, and ordinary warrants across multiple tranches. All four F-3 resale registrations filed since August 2025 name Alpha as the sole selling shareholder. As of March 2026, outstanding preferred shares total 3,401 shares convertible at $1.222/share (down from higher initial conversion prices due to ratchet resets), with up to 5.56M ordinary shares potentially issuable under the full-ratchet anti-dilution.
Alpha Capital's 96-issuer cross-portfolio of SC 13G/D positions shows a systematic pattern of micro-cap PIPE investment concentrated in biotech, medtech, energy, and Israeli foreign private issuers, spanning 2007–2026
EDGAR EFTS full-text search identified 96 unique issuers in which Alpha Capital Anstalt has reported beneficial ownership via SC 13G or SC 13D filings since 2007. The portfolio is almost entirely composed of micro-cap/nano-cap companies. Heavy sectoral concentration in biotech/therapeutics (GT Biopharma, Qualigen, Enveric, Sintx, Benitec, Microbot Medical, AYRO, AgEagle) and Israeli FPIs (Brenmiller, IceCure, MabVax, Evogene, NanoVibronix). Multiple portfolio companies have been sued by Alpha Capital in SDNY for non-compliance with convertible instrument terms.
legal (2)
Alpha Capital Anstalt was named as a defendant and served with summons in SEC v. Honig (1:18-cv-08175, SDNY), the SEC's securities fraud enforcement action against a coordinated micro-cap market manipulation network
Case filed September 7, 2018. Cause: 15 U.S.C. §77 (Securities Fraud). Judge: Hon. Edgardo Ramos, SDNY. Alpha Capital retained Andrew Levander (Dechert LLP) as defense counsel. The case has not been terminated as of data available (dateTerminated: null). Co-defendants include Barry Honig (GRQ Consultants), John Stetson, Michael Brauser, Mark Groussman, Phillip Frost, OPKO Health, John R. O'Rourke III, Robert Ladd, Elliot Maza, and others. The SEC alleged coordinated securities fraud involving micro-cap PIPE investments and stock promotion.
Alpha Capital Anstalt consent judgment confirmed in SEC v. Honig — $908K penalties, permanent Section 5 injunction, investment policy undertakings
Alpha Capital Anstalt entered a final consent judgment in SEC v. Honig (No. 1:18-cv-08175, SDNY, Dkt. 92). Financial terms: disgorgement $708,470.07 + prejudgment interest $149,788.44 + civil penalty $50,000 = $908,258.51 total. Permanently enjoined from violations of Section 5 of the Securities Act. Consented to undertakings related to investment policies and procedures. No penny stock bar. Signed by Konrad Ackermann as Director on January 17, 2019. Alpha did not admit guilt.