BRENX LTD. 424B5Registration Statements (S-1 / prospectus)

Risk Factors

Risk Factors Investing in our securities involves risks. Please carefully consider the Risk Factors described below and in our periodic reports filed with the SEC, including those set forth under the caption “Item 3. Key Information - D. Risk Factors” in our most recent Annual Report on Form 20-F or any updates in our Reports of Foreign Private Issuer on Form 6-K, which are incorporated by reference in this prospectus, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our business operations. If any of these risks actually occur, our business, financial condition, operating results or cash flows could be materially adversely affected. This could cause the trading price of our securities to decline, and you may lose all or part of your investment. The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in this prospectus. Risks Related to Our Ordinary Shares The number of Ordinary Shares that have been or may be registered for resale pursuant to existing resale registration statements is significant in relation to our currently outstanding Ordinary Shares. We have filed multiple registration statements registering for resale a substantial number of Ordinary Shares, including Ordinary Shares issuable upon the exercise or conversion of outstanding warrants and preferred shares. As a result, the total number of Ordinary Shares registered for resale, including Ordinary Shares underlying convertible or exercisable securities, significantly exceeds the number of our currently outstanding Ordinary Shares. The sale of all or a substantial portion of these shares in the market within a short period of time could adversely affect the market price of our Ordinary Shares during the period these registration statements remain effective and could also adversely affect our ability to raise equity capital. Field: Page; Sequence: 24; Value: 1 Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence Field: /Page CAUTIONARY