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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 27, 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.
Equity Line of Credit Agreement
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”) and a related registration rights agreement (the “White
Lion RRA”) with White Lion Capital LLC, a Nevada limited liability company (“White Lion”). Pursuant to the Common Stock
Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $30,000,000
in aggregate gross purchase price (the “Commitment Amount”) of newly issued shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), subject to certain limitations and conditions set forth in the Common Stock
Purchase Agreement.
The Company is obligated under
the Common Stock Purchase Agreement and the White Lion RRA to file a registration statement (the “Resale Registration Statement”)
with the SEC to register the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”) for the resale
by White Lion of shares of Common Stock that the Company may issue to White Lion under the Common Stock Purchase Agreement.
The maximum number of shares issuable
under the Common Stock Purchase Agreement shall be no more than 19.99% of the Company’s outstanding Common Stock as of the Effective
Date (the “Exchange Cap”), unless shareholder approval is obtained to issue shares of Common Stock in excess of the Exchange
Cap.
In addition, pursuant to the Common
Stock Purchase Agreement, the Company agreed to call a special meeting of its shareholders (the “Special Meeting”) to obtain
shareholder approval for the issuance of Common Stock under the Common Stock Purchase Agreement beyond the Exchange Cap (“Shareholder
Approval”) within 120 days of the Effective Date. If the Company fails to call the Special Meeting within this timeframe, it shall
pay liquidated damages to White Lion, as more fully described in the Common Stock Purchase Agreement. If Shareholder Approval is not obtained
at the Special Meeting, the Company is obligated to call an additional Special Meeting every ninety (90) days thereafter, for a total
period of 360 days, until Shareholder Approval is obtained. However, that this deadline shall be tolled by one Business Day for each Business
Day that the SEC is closed due to a shutdown of the United States government.
As consideration for White Lion’s
irrevocable commitment to purchase the Company’s Common Stock up to the Commitment Amount, the Company agreed to issue shares of
Common Stock to White Lion (the “Commitment Shares”) equal to $750,000 (the “Commitment Fee Amount”) divided by
the lowest traded price of the Company’s common stock during the 30 business days prior to the issuance of the Commitment Shares.
If, at any point during the term
of the Common Stock Purchase Agreement, the Company fails to be listed on the Nasdaq Capital Market, the Commitment Fee Amount will increase
to $1,000,000 if remedied within six months or less, to $1,250,000 if remedied after six months but before twelve months, and $1,500,000
if not remedied within twelve months (the “Delisting Penalty Provision”). If the Common Stock Purchase Agreement is terminated,
the Delisting Penalty Provision shall automatically be waived on the date that is six (6) months after the later of (A) the date on which
Shareholder Approval is obtained and (B) the date on which the Resale Registration Statement has been declared effective by the SEC.
The number of shares sold pursuant
to any such notice may not exceed 40% of the Average Daily Trading Volume for the common stock traded on Nasdaq immediately preceding
receipt of the applicable Purchase Notice, and can be increased at any time at the sole discretion of White Lion.
Under a Regular Purchase Notice,
the purchase price to be paid by White Lion for any such shares will equal 97.5% multiplied by the lower of the (i) lowest daily VWAP
of the Common Stock during the Regular Purchase Valuation Period (as such term is defined in the Common Stock Purchase Agreement) or (ii)
the closing price of the Common Stock one business day prior to the delivery of the Regular Purchase Notice.
Under a Rapid Purchase Notice,
the purchase price to be paid by White Lion for any such shares will equal (i) the lowest traded price of the Common Stock on the Rapid
Purchase Notice Date with respect to Rapid Purchase Price Option 1, or (ii) 99% multiplied by the lowest traded price of the Common Stock
two hours following written confirmation of the acceptance of the Rapid Purchase Notice by White Lion with respect to Rapid Purchase Price
Option 2.
The Company may terminate the
Common Stock Purchase Agreement at any time by delivering written notice to White Lion. In addition, the Common Stock Purchase Agreement
shall automatically terminate on the earlier of (i) the end of the Commitment Period or (ii) the date that, pursuant to or within the
meaning of any bankruptcy law, the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian
is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit
of its creditors. Certain provisions of the Common Stock Purchase Agreement survive termination, as described more fully in the text of
the agreement.
Pursuant to the Common Stock Purchase
Agreement, the Company agreed to register the shares of Common Stock purchased by White Lion under the Common Stock Purchase Agreement
with the SEC for resale within 5 business days of the Effective Date; provided, however, that this deadline shall be tolled by one Business
Day for each Business Day that the SEC is closed due to a shutdown of the United States government.
If the Company fails to have the
Resale Registration Statement declared effective by October 31, 2025 (the “Required Registration Date”), it shall issue to
White Lion shares of Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock between October 1, 2025 and
October 31, 2025; provided, however, that this deadline shall be tolled by one Business Day for each Business Day that the SEC is closed
due to a shutdown of the United States government. The Required Registration Date shall be extended to November 15, 2025 if the SEC notifies
the Company there will be a “review” of such Registration Statement. For every thirty (30) days after the Required Registration
Date that the Registration Statement is not declared effective, the Company will issue to White Lion a number of additional shares of
Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock during such thirty (30) day period.
The Common Stock Purchase Agreement
and the White Lion RRA contain customary representations, warranties, conditions, and indemnification obligations of the parties. The
representations, warranties, and covenants contained in such agreements were made only for 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.
The foregoing descriptions
of the Common Stock Purchase Agreement and the White Lion RRA are qualified in their entirety by reference to the full text of the Common
Stock Purchase Agreement and the White Lion RRA, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference.
The offer and sale of the
Common Stock and the Commitment Shares pursuant to the Common Stock Purchase Agreement have not been registered under 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.
Private Placement
Concurrently on September 27,
2025, the Company entered into a securities purchase agreement (the “PIPE Purchase Agreement”) with White Lion, pursuant to
which the Company agreed to issue and sell to White Lion in a private placement (the “Offering”) (i) 871,766 shares (the “Shares”)
of Common Stock, and (ii) pre-funded warrants to purchase up to 3,128,234 shares of Common Stock (the “Pre-Funded Warrants”)
for a purchase price of $0.2125 per share of Common Stock and $0.2124 per Pre-Funded Warrant, for a total aggregate gross proceeds of
approximately $850,000. The Offering closed on September 29, 2025. The Company has a right to redeem 488,263 of the Shares at a redemption
price of $0.0001 per share.
The Pre-Funded Warrants are
immediately exercisable at an exercise price of $0.0001 per share of Common Stock and will not expire until exercised in full. However,
the Company may not issue a number of shares of Common Stock pursuant to exercise of the Pre-Funded Warrants in an amount that will not
exceed the Exchange Cap, when combined with the number of Shares issued in the Offering, before shareholder approval for further issuance
beyond the Exchange Cap is obtained. The Company intends to obtain such shareholder approval concurrently with the Shareholder Approval
required for the issuance of shares of Common Stock under the Common Stock Purchase Agreement beyond the Exchange Cap.
The obligation to file the
Resale Registration Statement described above also covers the registration of the shares of Common Stock and shares underlying the Pre-Funded
Warrants issued pursuant to the PIPE Purchase Agreement.
The Offering of the shares
of Common Stock and Pre-Funded Warrants, 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.
The foregoing descriptions
of the PIPE Purchase Agreement and the Pre-Funded Warrant are qualified in their entirety by reference to the full text of the Common
Stock Purchase Agreement and the White Lion RRA, which are attached as Exhibits 10.3 and 10.4, respectively, to this Current Report on
Form 8-K and are 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 with respect to the issuances of securities under the PIPE Purchase
Agreement are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Common Stock Purchase Agreement |
| 10.2 |
|
Form of White Lion RRA |
| 10.3 |
|
Form of PIPE Purchase Agreement |
| 10.4 |
|
Form of Pre-Funded 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: October 2, 2025 |
By: |
/s/ Yoav Efron |
| |
Name: |
Yoav Efron |
| |
Title: |
Deputy Chief Executive Officer and Chief Financial Officer |
