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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
September 2, 2025
Actelis Networks, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41375 |
|
52-2160309 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
4039 Clipper Court, Fremont, CA 94538
(Address of principal executive offices)
(510) 545-1045
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instructions A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share |
|
ASNS |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into
a Material Definitive Agreement.
On
September 2, 2025, Actelis Networks, Inc. (the “Company”) entered into an inducement agreement (the “Inducement Letter”)
with a certain holder (the “Holder”) of certain of the Company’s existing warrants to purchase an aggregate of 4,270,197
shares of the Company’s common stock, consisting of (i) 1,271,187 warrants issued on December 20, 2023 with an expiration date of
June 20, 2029 at an exercise price of $1.18 per share (ii) 999,670 warrants issued on June 6, 2024 with an expiration date of December
6, 2029 at an exercise price of $2.00 per share and (iii) 1,999,340 warrants issued on July 2, 2024 with an expiration date of July 2,
2026 at an exercise price of $1.75 per share (the “Existing Warrants”).
Pursuant
to the Inducement Letter, the Holder agreed to exercise for cash the Existing Warrants to purchase an aggregate of 4,270,197 shares of
the Company’s common stock at a reduced exercise price of $0.37 per share in consideration of the Company’s agreement to issue
new common stock purchase warrants (the “New Warrants”), as descried below, to purchase up to an aggregate of 6,405,296 shares
of the Company’s common stock (the “New Warrant Shares”) at an exercise price of $0.37 per share. The Company expects
to receive aggregate gross proceeds of approximately $1.6 million from the exercise of the Existing Warrants by the Holder, before deducting
financial advisory fees and other offering expenses payable by the Company.
Rodman
& Renshaw LLC and H.C. Wainwright & Co., LLC (“Wainwright”) are acting as financial advisors to the Company in connection
with the transactions contemplated by the Inducement Letter. Pursuant to an engagement letter with Wainwright, the Company has agreed
to pay the financial advisors a cash fee equal to 7.0% of the aggregate gross proceeds received from the Holder’s exercise of the
Existing Warrants, as well as a management fee equal to 1.0% of the gross proceeds from the exercise of the Existing Warrants. The Company
has also agreed to issue to the financial advisors or their designees warrants (the “Placement Agent Warrants”) to purchase
up to 298,914 shares of common stock (representing 7.0% of the Existing Warrants being exercised), which will have the same terms as the
New Warrants having a term of five years of Stockholder Approval (as defined below) except the Placement Agent Warrants will have an exercise
price equal to $0.4625 per share (125% of the exercise price of the Existing Warrants).
The
New Warrants will be exercisable from the date of Stockholder Approval (as defined below), until (i) the five-year anniversary of
such date for 3,406,286 of the New Warrants and (the “Series A-1 Warrants”) (ii) the two year anniversary of such date
for 2,999,010 of the New Warrants. The Placement Agent Warrants be exercisable from the date of Stockholder Approval, until the five
year anniversary of such date. In addition, the Company has also agreed to pay the Placement Agent up to $75,000 for
non-accountable, legal and other out-of-pocket expenses and $15,950 for clearing fees.
The
closing of the transactions contemplated pursuant to the Inducement Letter occurred on September 3, 2025 (the “Closing
Date”). The Company expects to use the net proceeds from these transactions for general corporate purposes.
The
resale of the shares of the Company’s common stock underlying the Existing Warrants have been registered pursuant to existing registration
statements on Form S-1, File Nos. 333-276425; 333-280434 and 333-281079, declared effective by the Securities and Exchange Commission
(the “SEC”) on April 4, 2024, June 27, 2024 and August 7, 2024, respectively.
The
Company also agreed to file a registration statement on Form S-1 (or other appropriate form if the Company is not then Form S-1
eligible) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the
“Resale Registration Statement”), as soon as practicable after the Closing Date (and in any event within thirty (30)
calendar days of the date of Stockholder Approval), and to use commercially reasonable efforts to have such Resale Registration
Statement declared effective by the SEC within sixty (60) calendar days following the date of Stockholder Approval (or within
ninety (90) calendar days following the date of Stockholder Approval in case of “full review” of the Resale
Registration Statement by the SEC) and to keep the Resale Registration Statement effective at all times until no holder of the New
Warrants owns any New Warrants or New Warrant Shares. In the Inducement Letter, the Company agreed not to issue any shares of common
stock or common stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain
exceptions) until 15 days after the Closing Date. The Company also agreed not to effect or agree to effect any Variable Rate
Transaction (as defined in the Inducement Letter) until one (1) year after the Closing Date (subject to certain
exceptions).
The
New Warrants, Placement Agent Warrants, the New Warrant Shares and the shares of common stock issuable upon the exercise of the Placement
Agent Warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”). The Holder has represented that it is an accredited investor as defined in
Rule 501 of the Securities Act and has acquired such securities for their own account and has no arrangements or understandings for any
distribution thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising.
The New Warrants, Placement Agent Warrants, the New Warrant Shares and the shares of common stock issuable upon the exercise of the Placement
Agent Warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities 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 and such applicable state securities laws.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Immediately
prior to the transactions contemplated by the Inducement Letter, the number of shares of the Company’s common stock that was
issued and outstanding was 11,292,114. After giving effect to the transactions contemplated by the Inducement Letter, including the
closing thereof, the number of shares of the Company’s common stock that will be issued and outstanding is 12,545,117, which
reflects the fact that 3,017,197 of the shares issuable upon exercise of the Existing Warrants are being held in abeyance at the
time of closing to adhere with beneficial ownership limitation mechanisms set forth in the Existing Warrants.
Terms of the New Warrants
The
following summary of certain terms and provisions of the New Warrants is not complete and is subject to, and qualified in its entirety
by, the provisions of the New Warrants, the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
herein by reference. The following description of the New Warrants is qualified in its entirety by reference to such exhibit.
Duration
and Exercise Price
The
New Warrant will have an exercise price equal to $0.37 per share. The New Warrants will be exercisable from the date of Stockholder Approval
(defined below), until (i) the five-year anniversary of such date for 3,406,286 of the New Warrants and (ii) the twenty-four-month anniversary
of such date for 2,999,010 of the New Warrants. The exercise price and number of New Warrant Shares issuable upon exercise of the New
Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, subsequent rights offerings, pro rata distributions,
reorganizations, or similar events affecting the Company’s common stock and the exercise price.
Stockholder
Approval
The
New Warrants will be exercisable commencing on the effective date of shareholder approval (“Stockholder Approval”). The Company
has agreed to hold a meeting of its stockholders on or prior to the date that is ninety (90) days following the Closing Date for the purpose
of obtaining Stockholder Approval.
Exercisability
The
New Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise
notice accompanied by payment in full for the number of shares of the Company’s common stock purchased upon such exercise (except
in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s
New Warrants to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding common
stock immediately after exercise, except that upon prior notice from the holder to the Company, the holder may increase or decrease the
amount of ownership of outstanding stock after exercising the holder’s New Warrants up to 9.99% of the number of shares of the Company’s
common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with
the terms of the New Warrants, provided that any increase will not be effective until 61 days following notice to the Company.
Cashless Exercise
If,
at the time a holder exercises its New Warrants, a registration statement registering the resale of the New Warrant Shares by the holder
under the Securities Act of 1933, as amended (the “Securities Act”) is not then effective or available, then in lieu of making
the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate exercise price, the holder
may elect instead to receive upon such exercise (either in whole or in part), the net number of shares of common stock determined according
to a formula set forth in the New Warrants.
Trading
Market
There
is no established trading market for the New Warrants, and the Company does not expect an active trading market to develop. The Company
does not intend to apply to list the New Warrants on any securities exchange or other trading market. Without a trading market, the liquidity
of the New Warrants will be extremely limited.
Rights
as a Stockholder
Except
as otherwise provided in the New Warrants or by virtue of the holder’s ownership of shares of the Company’s common stock,
such holder of New Warrants does not have the rights or privileges of a holder of the Company’s common stock, including any voting
rights, until such holder exercises such holder’s New Warrants. The New Warrants will provide that the holders of the New Warrants
have the right to participate in distributions or dividends paid on shares of the Company’s common stock.
Fundamental
Transactions
If
at any time the New Warrants are outstanding, the Company, either directly or indirectly, in one or more related transactions effect a
Fundamental Transaction (as defined in the New Warrants), a holder of New Warrants will be entitled to receive, the number of shares of
common stock of the successor or acquiring corporation or of the Company, if the Company is the surviving corporation, and any additional
consideration receivable as a result of the Fundamental Transaction by such holder of the number of shares of common stock for which the
New Warrants are exercisable immediately prior to the Fundamental Transaction. As an alternative, with respect to the Series A-1 Warrants
and Placement Agent Warrants, in the event of a Fundamental Transaction, the holders thereof may, at their option, exercisable at any
time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public
announcement of the applicable fundamental transaction), cause the Company to purchase the unexercised portion of the Series A-1 Warrants
or Placement Agent Warrants, as applicable, from the holder by paying to the holder an amount of cash equal to the Black Scholes Value
(as defined in the Series A-1 Warrants) of the remaining unexercised portion of such warrants on the date of the consummation of such
Fundamental Transaction.
Waivers
and Amendments
The
New Warrants may be modified or amended or the provisions of the New Warrants waived with the Company’s and the holder’s written
consent.
The
forms of Inducement Letter, New Warrants and Placement Agent Warrants are attached as Exhibits 10.1, 10.2 and 10.3, respectively. The
description of the terms of the Inducement Letter and the New Warrants are not intended to be complete and are qualified in its entirety
by reference to such exhibits. The Inducement Letter contains customary representations, warranties and covenants by the Company which
were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements
and may be subject to limitations agreed upon by the contracting parties.
Item 3.02 Unregistered Sales of Equity Securities.
The
information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described therein is incorporated
herein by reference.
Warning Concerning Forward Looking Statements
This Current Report on Form
8-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations,
but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond
the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking
statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order
to reflect any event or circumstance that may arise after the date of this Current Report.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Inducement Letter |
| |
|
|
| 10.2 |
|
Form of New Warrant |
| |
|
|
| 10.3 |
|
Form of Placement Agent Warrant |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
ACTELIS NETWORKS, INC. |
| |
|
| Dated: September 3, 2025 |
By: |
/s/ Tuvia Barlev |
| |
Name: |
Tuvia Barlev |
| |
Title: |
Chief Executive Officer |
