false
0001141284
0001141284
2025-06-30
2025-06-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
June 30, 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
June 30, 2025, Actelis Networks, Inc. (the “Company”), a Delaware corporation, entered into a securities purchase agreement
(the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company
agreed to issue and sell to the Investors in a private placement (the “Offering”) (i) 1,626,019 shares (the “Shares”)
of common stock of the Company, $0.0001 par value (the “Common Stock”), (ii) series A-3 warrants to purchase up to 1,626,019
shares of Common Stock (the “Series A-3 Warrants”) and (iii) series A-4 warrants to purchase up to 3,252,038 shares of Common
Stock (the “Series A-4 Warrants” and, with the Series A-3 Warrants, the “Common Warrants” and, collectively with
the Shares the Pre-Funded Warrants and the Series A-3 Warrants, the “Securities”) for a purchase price of $0.615 per share
of Common Stock and related Common Warrants, for a total aggregate gross proceeds of approximately $1 million. The Offering closed on
July 2, 2025.
The Series
A-3 Warrants have an exercise price of $0.615 per share, are exercisable commencing on the effective date of shareholder approval (the
“Shareholder Approval Date”) of the issuance of the shares issuable upon exercise of the Common Warrants (“Shareholder
Approval”) and expire five years following the Shareholder Approval Date. The Series A-4 Warrants have an exercise price of $0.615
per share, are exercisable commencing on the Shareholder Approval Date and expire eighteen months following the Shareholder Approval Date.
Under the terms of the Common Warrants, the Investors may not exercise the warrants to the extent such exercise would cause the Investor,
together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99%
(or, at such Investor’s option upon issuance, 9.99%), of the Company’s then outstanding Common Stock following such exercise,
excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised.
The
Purchase Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
The Purchase Agreement also provides that, subject to certain exceptions, until 30 days after the effective date of the registration statement
to be filed in connection with Offering, neither the Company nor any of its subsidiaries will issue, enter into any agreement to issue
or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or file a registration statement
other than one in connection with the Offering. The Purchase Agreement also provides that, subject to certain exceptions, for a period
of one year following the effective date of the registration statement to be filed in connection with Offering, the Company will be prohibited
from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or Common
Stock equivalents (or a combination of units thereof) involving a variable rate transaction, which generally includes any transaction
in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or
include the right to receive additional shares of common stock either (A) at a conversion price or exchange rate that is based upon and/or
varies with the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such securities,
or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of
such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of
the Company or the market for the common stock or (ii) enters into any agreement, whereby the Company may issue securities at a future
determined price (including but not limited to, certain “at-the-market offerings” as described more fully in the Purchase
Agreement). The Company also agreed to seek approval from its shareholders within 90 days following the closing date of the Offering for
the issuance of the shares issuable upon exercise of the Common Warrants.
As
part of the Offering, the Company entered into a Registration Rights Agreement, dated June 30, 2025, with the Investors, pursuant to which
the Company agreed to register the resale of the shares of Common Stock sold in the Offering and the shares of Common Stock issuable upon
exercise of the Common Warrants. The Company will use its commercially reasonable best efforts to file the registration statement by the
15th calendar day after the date of the Registration Rights Agreement and cause the registration statement to be declared effective
within 30 days of June 30, 2025 (or 60 days in the event the registration statement is reviewed in “full”). If the Company
fails to meet the specified filing deadlines or keep the registration statement effective, subject to certain permitted exceptions, the
terms of the Registration Rights Agreement provide that the Company will be required to pay certain liquidated damages to the Investor.
The Company also agreed, among other things, to indemnify the Investors under the registration statement from certain liabilities and
to pay all fees and expenses incident to the Company’s performance of or compliance with the Registration Rights Agreement.
The
Offering of the Securities, including any shares of Common Stock issuable thereunder, was not registered under the Securities Act of 1933,
as amended (the “Securities Act”) and the Securities were offered and sold pursuant to the exemption provided in Section 4(a)(2)
under the Securities Act.
H.C.
Wainwright & Co., LLC acted as the exclusive placement agent for the issuance and sale of the Securities. The Company has agreed to
pay up to an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the Offering. The Company also agreed
to pay Wainwright $25,000 for accountable expenses and a management fee equal to 1.0% of the gross proceeds raised in the Offering. The
Company also agreed to issue to Wainwright, or its designees, unregistered warrants to purchase up to 7.0% of the aggregate number of
the Shares sold to the Investors (or warrants to purchase up to 113,821 shares of Common Stock) at an exercise price per share of $0.7688,
which will be exercisable commencing on the Stockholder Approval Date and a have term of five years after the Stockholder Approval Date
(the “Placement Agent Warrant”). The Placement Agent Warrant and the shares of Common Stock issuable upon exercise thereof,
will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving
a public offering and in reliance on similar exemptions under applicable state laws.
The
foregoing descriptions of the Series A-3 Warrants, the Series A-4 Warrants, the Placement Agent Warrants, the Purchase Agreement and the
Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements,
forms of which are attached as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, hereto, respectively, and incorporated herein by reference.
Item 3.02. Unregistered
Sales of Equity Securities.
The
matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.
Item 7.01 Regulation FD Disclosures.
On
July 1, 2025, the Company issued a press release regarding the pricing of the Offering. A copy of the press release is attached Exhibit
99.1 and it incorporated herein by reference.
On
July 3, 2025, the Company completed the Offering and issued a press release regarding the completion of the Offering. A copy of the press
release is attached as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
The
following exhibits are filed herewith or incorporated herein by reference:
| Exhibit No. |
|
Description. |
| 4.1 |
|
Form of Series A-3 Warrant. |
| 4.2 |
|
Form of Series A-4 Warrant. |
| 4.3 |
|
Form of Placement Agent Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement. |
| 10.2 |
|
Form of Registration Rights Agreement. |
| 99.1 |
|
Press Release issued July 1, 2025. |
| 99.2 |
|
Press Release issued July 3, 2025. |
| 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: July 3, 2025 |
By: |
/s/ Tuvia Barlev |
| |
Name: |
Tuvia Barlev |
| |
Title: |
Chief Executive Officer |
