Actelis Networks stake reported by White Lion
White Lion Capital LLC, a greater-than-10% owner of Actelis Networks Inc, reports ownership of 3,000,000 shares of common stock.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
3
Rhea-AI Filing Summary
White Lion Capital LLC, a greater-than-10% owner of Actelis Networks Inc, reports ownership of 3,000,000 shares of common stock. It also holds warrants referencing 3,000,000 and 3,850,000 underlying common shares at exercise prices of $0.2000 and $0.0001, but, due to 4.99% and 9.99% beneficial ownership limits and other specified conditions, it currently has no right to exercise these warrants as of the filing date.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
White Lion Capital LLC
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Warrants (right to purchase) F4, F1, F2, F3 | -- | -- | -- |
| holding | Warrants (right to purchase) F5, F1, F2, F3 | -- | -- | -- |
| holding | Common Stock F1, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Warrants (right to purchase) — 6,850,000 contracts (Direct);
Common Stock — 3,000,000 shares (Direct)
Footnotes (5)
- F1. The shares of common stock (the "Shares") of Actelis Networks, Inc. (the "Issuer") reported herein represent Shares (i) held by White Lion Capital LLC ("White Lion"), and (ii) that may be acquired by White Lion pursuant to (a) a common stock purchase agreement (the "Purchase Agreement") with an effective date of October 1, 2025, between the Issuer and White Lion, as amended pursuant to Exchange and Amendment Agreement (the "Amendment"), (b) commitment share pre-funded warrants ("Pre-Funded Warrants"), and (c) commitment share common warrants ("Common Warrants"). Under the Pre-Funded Warrants and Common Warrants, White Lion may acquire Shares (or securities convertible into or exercisable for Shares) in accordance with the respective terms and subject to the respective conditions and limitations contained therein. One of such limitations is that White Lion is prohibited from acquiring any Shares under the Pre-Funded Warrants and Common Warrants, which,
- F2. (Continued from footnote 1) when aggregated with all other Shares then beneficially owned by White Lion and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99% of the Shares outstanding (the "Warrant Ownership Limitation"). White Lion may increase the Warrant Ownership Limitation up to 9.99% (a) upon sixty-one (61) days prior written notice to the Issuer, or (b) upon written agreement of White Lion and the Issuer. Furthermore, under the Purchase Agreement, at the Issuer's sole discretion, White Lion may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One of such limitations is that the Fund is prohibited from acquiring any Shares under the Purchase Agreement, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates,
- F3. (Continued from footnote 2) would result in the beneficial ownership by the Fund and its affiliates to exceed 9.99% of the Shares outstanding (the "Purchase Agreement Ownership Limitation"). For the sake of clarity, White Lion owns 3,000,000 Shares as of the date of the filing and currently has no right to acquire Shares upon exercise of outstanding Pre-Funded Warrants and Common Warrants as of the date of the filing (based on the Warrant Ownership Limitation and Purchase Agreement Ownership Limitation). Solely for the purposes of Section 240.13d-3 and this Schedule 13G, White Lion is deemed to beneficially own the Shares pursuant to the Purchase Agreement and the Pre-Funded Warrants and Common Warrants as if the Warrant Ownership Limitation was 9.99%. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F4. The 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 warrants (the "Pre-Funded Warrant Initial Exercise Date"). The warrants shall be exercisable from the Pre-Funded Warrant Initial Exercise Date until exercised in full.
- F5. The 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 warrants (the "Common Warrant Initial Exercise Date"). The warrants shall be exercisable until the eighteen month anniversary of the Common Warrant Initial Exercise Date.
Key Figures
Common shares owned: 3,000,000 Shares
Warrant exercise price: $0.2000 per share
Underlying shares at $0.2000: 3,000,000 Shares
+5 more
8 metrics
Common shares owned
3,000,000 Shares
Shares of Actelis Networks common stock held by White Lion as of the filing date
Warrant exercise price
$0.2000 per share
Exercise price for warrants referencing 3,000,000 underlying common shares
Underlying shares at $0.2000
3,000,000 Shares
Common stock underlying warrants with a $0.2000 exercise price
Warrant exercise price
$0.0001 per share
Exercise price for warrants referencing 3,850,000 underlying common shares
Underlying shares at $0.0001
3,850,000 Shares
Common stock underlying warrants with a $0.0001 exercise price
Warrant Ownership Limitation
4.99%
Initial cap on beneficial ownership from exercising Pre-Funded and Common Warrants
Maximum Warrant Ownership Limitation
9.99%
Higher beneficial ownership cap White Lion may elect with 61 days’ notice or agreement
Purchase Agreement Ownership Limitation
9.99%
Maximum beneficial ownership allowed under the common stock Purchase Agreement
Key Terms
Pre-Funded Warrants, Common Warrants, Warrant Ownership Limitation, Purchase Agreement Ownership Limitation, +1 more
5 terms
Pre-Funded Warrants financial
"commitment share pre-funded warrants ("Pre-Funded Warrants"), and (c) commitment"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Common Warrants financial
"and (c) commitment share common warrants ("Common Warrants"). Under the"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
Warrant Ownership Limitation regulatory
"would result in ... to exceed 4.99% ... (the "Warrant Ownership Limitation")"
Purchase Agreement Ownership Limitation regulatory
"to exceed 9.99% ... (the "Purchase Agreement Ownership Limitation"). For the"
Eligible Market financial
"lists its Common Stock on an "Eligible Market", as such term is defined"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the warrant ownership limits affecting White Lion’s ASNS position?
The Pre-Funded and Common Warrants are subject to a 4.99% Warrant Ownership Limitation, which White Lion may increase up to 9.99%. Any increase requires either sixty-one (61) days prior written notice to Actelis Networks or a written agreement between the parties.
What is the Purchase Agreement Ownership Limitation for ASNS under White Lion’s deal?
Under the common stock Purchase Agreement, White Lion’s beneficial ownership is limited to 9.99% of outstanding ASNS shares. The company may, at its sole discretion, require White Lion to purchase shares, but always subject to this negotiated ownership cap and other conditions.
When can White Lion’s Pre-Funded Warrants in ASNS first be exercised?
The Pre-Funded Warrants become exercisable on the earlier of a reverse stock split effective date or an effective increase in authorized share count. From that initial exercise date, the warrants remain exercisable until fully used, subject to ownership limitations.
When do White Lion’s Common Warrants in ASNS become exercisable and how long do they last?
The Common Warrants first become exercisable when Actelis Networks successfully lists its common stock on an "Eligible Market". They remain exercisable until the eighteen-month anniversary of that initial exercise date, again constrained by the stated beneficial ownership limits.
Does White Lion currently have the right to exercise its ASNS warrants?
As of the filing date, White Lion has no right to acquire ASNS shares by exercising the outstanding Pre-Funded or Common Warrants. This restriction arises from the Warrant Ownership Limitation and Purchase Agreement Ownership Limitation terms that cap its beneficial ownership percentage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates