Actelis Networks Announces Warrant Exercise for $1.6 Million in Gross Proceeds

Rhea-AI Summary

Actelis Networks (NASDAQ: ASNS), a provider of cyber-hardened networking solutions, has announced a warrant exercise agreement that will generate $1.6 million in gross proceeds. The agreement involves the immediate exercise of outstanding warrants to purchase 4,270,197 shares at a reduced price of $0.37 per share, down from original exercise prices of $1.18 to $2.00.

As part of the transaction, Actelis will issue new unregistered warrants to purchase 6,405,296 shares at $0.37 per share, subject to stockholder approval. The new warrants will have varying expiration terms of 24 months to 5 years. The company plans to use the proceeds for working capital and general corporate purposes.

Positive

• None.

Negative

• Significant warrant exercise price reduction from $1.18-$2.00 to $0.37 indicates stock price deterioration
• Additional dilution through issuance of new warrants for 6.4M shares
• New warrant issuance requires stockholder approval, adding uncertainty to the timeline

Insights

Financial Analyst

Actelis Networks raises $1.6M through discounted warrant exercises, but significantly dilutes shareholders with additional warrant issuances.

Actelis Networks has secured $1.6 million in gross proceeds through the exercise of existing warrants at a substantially discounted price of $0.37 per share, compared to their original exercise prices ranging from $1.18 to $2.00. This 69-81% discount indicates the company's urgent need for capital, likely due to challenging financial conditions.

The transaction has two critical components worth analyzing:

1. Immediate dilution: The exercise of 4.27 million warrants will immediately dilute existing shareholders, increasing the outstanding share count.

2. Future dilution risk: The company is issuing new warrants for 6.41 million additional shares at the same $0.37 exercise price. This represents 50% more shares than the current exercise, creating significant potential future dilution. These new warrants have extended terms (5 years for some, 2 years for others) and require stockholder approval.

This financing approach suggests Actelis is prioritizing immediate capital needs over long-term shareholder value. The involvement of financial advisors Rodman & Renshaw and H.C. Wainwright indicates the company needed professional assistance to structure this deal, further suggesting financial pressure. The stated use of proceeds for "working capital and general corporate purposes" is vague and typically signals funds needed for ongoing operations rather than growth initiatives.

This transaction likely represents a challenging period for Actelis as they appear to be accepting highly dilutive terms to secure relatively modest capital ($1.6 million), which may only provide short-term operational runway.

FREMONT, Calif., Sept. 02, 2025 (GLOBE NEWSWIRE) -- Actelis Networks, Inc. (NASDAQ: ASNS) (“Actelis” or the “Company”), a market leader in cyber-hardened, rapid deployment networking solutions for IoT and broadband applications, announced today the entry into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase an aggregate of 4,270,197 shares of the Company's common stock originally issued by the Company in December 2023, June 2024 and July 2024, at original exercise prices ranging from $1.18 to $2.00 per share, at a reduced exercise price of $0.37 per share. The resale of the shares of common stock issuable upon the exercise of the existing warrants has been registered pursuant to effective registration statements on Form S-1 (File Nos. 333-276425, 333-280434 and 333-281079). In addition, the Company will issue new warrants, as described below. The closing of the warrant exercise transaction is expected to occur on or about September 3, 2025, subject to satisfaction of customary closing conditions.

Rodman & Renshaw LLC and H.C. Wainwright & Co. are acting as financial advisors to the Company in connection with the transaction.

The aggregate gross proceeds from the exercise of the existing warrants are expected to be approximately $1.6 million, before deducting offering expenses payable by the Company. The Company expects to use the net proceeds from the transaction for working capital and general corporate purposes.

As consideration for the exercise of such existing warrants for cash, the Company will issue in a private placement new unregistered warrants to purchase up to an aggregate of 6,405,296 shares of common stock at an exercise price of $0.37 per share, which warrants will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of such warrants (the “Stockholder Approval”) and, with respect to warrants to purchase up to 3,406,286 shares of common  stock, will expire five years following the date of the Stockholder Approval, and with respect to warrants to purchase up to 2,999,010 shares of common  stock, will expire twenty-four months following the date of the Stockholder Approval.

The new warrants being offered have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. Accordingly, the new warrants and the shares of common stock issuable upon the exercise of the new warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Actelis Networks, Inc.

Actelis Networks, Inc. (NASDAQ: ASNS) is a market leader in hybrid fiber-copper, cyber-hardened networking solutions for rapid deployment in wide-area IoT applications, including government, ITS, military, utility, rail, telecom, and campus networks. Actelis' innovative portfolio offers fiber-grade performance with the flexibility and cost-efficiency of hybrid fiber-copper networks. Through its "Cyber Aware Networking" initiative, Actelis also provides AI-based cyber monitoring and protection for all edge devices, enhancing network security and resilience. For more information, please visit www.actelis.com.

Forward-looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Such forward-looking statements include, among others, the following: the satisfaction of customary closing conditions, the intended use of proceeds from the offering, the anticipated closing of the offering and the receipt of Stockholder Approval.  Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, but not limited to, market and other conditions. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Actelis is not responsible for the contents of third-party websites.

Contact
Arx | Capital Markets & IR
North American Equities Desk
actelis@arxadvisory.com

FAQ

How much money will Actelis Networks (ASNS) raise from the warrant exercise?

Actelis Networks will raise approximately $1.6 million in gross proceeds from the warrant exercise, before deducting offering expenses.

What is the new exercise price for ASNS warrants in September 2025?

The warrants will be exercised at a reduced price of $0.37 per share, down from the original exercise prices ranging from $1.18 to $2.00 per share.

How many new warrants will Actelis Networks issue in September 2025?

Actelis will issue new unregistered warrants to purchase up to 6,405,296 shares of common stock at an exercise price of $0.37 per share.

When will the new ASNS warrants expire?

The new warrants will have two expiration terms: 5 years for warrants covering 3,406,286 shares and 24 months for warrants covering 2,999,010 shares, both following stockholder approval.

What will Actelis Networks use the warrant exercise proceeds for?

The company plans to use the net proceeds for working capital and general corporate purposes.