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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):
July 1, 2026
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) |
710
Lakeway Drive, Suite 200,
Sunnyvale, CA 94085
(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 |
| None |
|
N/A |
|
N/A |
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.
Equity Line of Credit Agreement
As previously reported on
its Current Report on Form 8-K on October 2, 2025 (the “Prior 8-K”), on September 27, 2025, Actelis Networks, Inc. (the “Company”)
entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with an effective date of October 1,
2025 (the “Effective Date”) with White Lion Capital LLC, a Nevada limited liability company (“White Lion”). Capitalized
terms used but not defined herein have the meanings given to them in the Prior 8-K and/or the Common Stock Purchase Agreement.
In the event the Company was
delisted from the Nasdaq Capital Market during an active Purchase Notice, White Lion would only be obligated to make any Purchase Notices
at a value equal to $0.0001 per share of Common Stock (the “Delisting Purchase Notice Mechanism”). On April 10, 2026, the
Company was delisted from the Nasdaq Capital Market triggering the Delisting Purchase Notice Mechanism.
On July 1, 2026, the Company
and White Lion entered into an Exchange and Amendment Agreement (the “Amendment”) pursuant to which the Company agreed to
issue to White Lion an aggregate of 9,850,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”)
underlying certain securities (the “Amendment Commitment Securities”) in exchange for White Lion’s right to receive
shares of common stock under the Commitment Shares provisions and the Delisting Penalty Provision (each as defined in the Prior 8-K) due
to the Company’s de-listing from the Nasdaq Capital Market in April 2026. The Amendment Commitment Securities is comprised of (i)
3,000,000 shares of the Company’s Common Stock (“Amendment Commitment Shares”), (ii) 3,850,000 shares of Common Stock
issuable to White Lion upon exercise of commitment share pre-funded warrants (“Amendment Commitment Pre-Funded Warrants”)
and (iii) 3,000,000 shares of Common Stock issuable to White Lion upon exercise of commitment share common warrants (“Amendment
Commitment Common Warrants”).
The Amendment Commitment Pre-Funded
Warrants will have an initial exercise date at the earlier of (i) the effective date of a reverse stock split of the Company’s Common
Stock, and (ii) the effective date of an increase in the Company’s authorized share count sufficient for the issuance of the shares
underlying the Amendment Commitment Pre-Funded Warrants (the “Pre-Funded Warrant Initial Exercise Date”). The exercise price
of the Amendment Commitment Pre-Funded Warrants is $0.0001 per share, and the warrants shall be exercisable from the Pre-Funded Warrant
Initial Exercise Date until exercised in full.
The Amendment Commitment Common
Warrants will have an initial exercise date on the date on which the Company successfully lists its Common Stock on an “Eligible
Market”, as such term is defined in the Amendment Commitment Common Warrants (the “Common Warrant Initial Exercise Date”).
The exercise price of the Amendment Commitment Common Warrants is $0.20 per share, and the warrants shall be exercisable until the eighteen
month anniversary of the Common Warrant Initial Exercise Date.
In addition, pursuant to the
Amendment, the Company and White Lion agreed to remove the Delisting Purchase Notice Mechanism and replace it with amended purchase notice
mechanisms which will allow the Company to more effectively utilize Purchase Notices under the Common Stock Purchase Agreement while the
Company remains delisted from the Nasdaq Capital Market.
Under an amended Rapid Purchase
Notice Option 1, the purchase price to be paid by White Lion shall mean (a) ninety-seven percent (97.0%) multiplied by the lowest traded
price of the Common Stock on Rapid Purchase Notice Date, minus (b) $0.005 (provided that, notwithstanding anything in the Common Stock
Purchase Agreement to the contrary, if the Company, at any time, combines (by any reverse stock split, stock dividend, stock combination,
recapitalization, or other similar transaction) one or more classes of its outstanding Common Stock into a smaller number of shares, the
$0.005 amount shall not be proportionately increased or otherwise adjusted).
Under an amended Rapid Purchase
Notice Option 2, the purchase price to be paid by White Lion shall mean (a) ninety-seven percent (97.0%) multiplied by the lowest traded
price of the Common Stock two hours following the written confirmation of the acceptance of the Rapid Purchase Notice by Investor, minus
(b) $0.005 (provided that, notwithstanding anything in the Common Stock Purchase Agreement to the contrary, if the Company, at any time,
combines (by any reverse stock split, stock dividend, stock combination, recapitalization, or other similar transaction) one or more classes
of its outstanding Common Stock into a smaller number of shares, the $0.005 amount shall not be proportionately increased or otherwise
adjusted).
Under an amended Regular Purchase
Notice Option, the purchase price to be paid by White Lion shall mean shall mean (a) (i) ninety-seven percent (97.0%) multiplied by the
lower of (i) the lowest daily VWAP of the Common Stock during the Regular Purchase Valuation Period or (ii) the closing price of Common
Stock one Business Day prior to the delivery of the applicable Regular Purchase Notice, minus (b) $0.005 (provided that, notwithstanding
anything in the Common Stock Purchase Agreement to the contrary, if the Company, at any time, combines (by any reverse stock split, stock
dividend, stock combination, recapitalization, or other similar transaction) one or more classes of its outstanding Common Stock into
a smaller number of shares, the $0.005 amount shall not be proportionately increased or otherwise adjusted).
The Company has agreed to
not delivery any Purchase Notices to White Lion for thirty (30) days from the date of the Amendment without prior written consent from
White Lion.
Finally, pursuant to the Amendment,
the Company agreed to file a Post-Effective Amendment No. 1 to its registration statement on Form S-1 (File No. 333-290758) to deregister
10,000,000 shares of Common Stock issuable upon delivery of Purchase Notices under the Common Stock Purchase Agreement and file a new
Registration Statement to register the 6,000,000 shares of Common Stock issuable upon delivery of Purchase Notices and the Amendment Commitment
Securities.
The offer and sale of the Amendment Commitment Securities pursuant
to the Amendment have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state
securities laws. The Common Stock may not be offered or sold in the United States absent registration or an applicable exemption from
registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation
of an offer to buy the Common Stock described herein or therein.
In the Common Stock Purchase
Agreement, White Lion represented to the Company that it is an “accredited investor”, as defined in Rule 501 promulgated under
the Securities Act, and the Company’s offer and sale of the Common Stock under the Common Stock Purchase Agreement are being made
in reliance upon the exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule
506(b) of Regulation D promulgated thereunder.
Item 3.02. Unregistered
Sales of Equity Securities.
The
matters described in Item 1.01 of this Current Report on Form 8-K with respect to the issuances of securities under the Amendment are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Exchange and Amendment Agreement |
| 10.2 |
|
Form of Amendment Commitment Pre-Funded Warrant |
| 10.3 |
|
Form of Amendment Commitment Common 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: July 1, 2026 |
By: |
/s/ Yoav Efron |
| |
Name: |
Yoav Efron |
| |
Title: |
Deputy Chief Executive Officer and Chief Financial Officer |
