Actelis Networks (ASNS) Exercises $3M in Warrants

Actelis Networks, Inc. (NASDAQ: ASNS) today announced the entry into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 999,670 shares of common stock of the Company originally issued in May 2023 and September 2023 having an exercise price of $2.75 per share. The shares of common stock issuable upon exercise of the warrants are registered pursuant to an effective registration statement on Form S-1 (No. 333-276425). The gross proceeds to the Company from the exercise of the warrants are expected to be approximately $3 million, prior to deducting placement agent fees and estimated offering expenses.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the warrants for cash and the payment of additional $0.125 per new unregistered warrant (additional $249,917.50 in the aggregate, which are included in the gross proceeds to the Company), the Company will issue new unregistered Series A-1 warrants to purchase up to 999,670 shares of common stock and new unregistered Series A-2 warrants to purchase up to 999,670 shares of common stock. The new warrants will have an exercise price of $2.00 per share and will be immediately exercisable upon issuance. The Series A-1 warrants will have a term of five and one-half years from the issuance date and the Series A-2 warrants will have a term of twenty-four months from the issuance date.

The offering is expected to close on or about June 6, 2024, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering as working capital for general corporate purposes.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

You May Also Be Interested In

• duPont REGISTRY Group files confidential IPO registration with SEC
• Enovix names former Apple operations executive as new COO
• EVTV files name change to Azio AI, signs $27.9M hosting deal