Actelis Announces Exercise of Warrants for $3 Million Gross Proceeds
June 05 2024 - 4:05PM
Actelis Networks, Inc. (NASDAQ:ASNS) (“Actelis” or the “Company”),
a market leader in cyber-hardened, rapid deployment networking
solutions for IoT applications, 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.
About Actelis Networks,
Inc.
Actelis Networks, Inc. (NASDAQ: ASNS) is a
market leader in cyber-hardened, rapid-deployment networking
solutions for wide-area IoT applications including federal, state
and local government, ITS, military, utility, rail, telecom and
campus applications. Actelis’ unique portfolio of hybrid fiber,
environmentally hardened aggregation switches, high density
Ethernet devices, advanced management software and cyber-protection
capabilities, unlocks the hidden value of essential networks,
delivering safer connectivity for rapid, cost-effective deployment.
For more information, please visit www.actelis.com.
Forward-Looking Statements
This press release contains certain
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These statements are identified by the use of the words "could,"
"believe," "anticipate," "intend," "estimate," "expect," "may,"
"continue," "predict," "potential," "project" and similar
expressions that are intended to identify forward-looking
statements, and include statements regarding the completion of the
offering, satisfaction of the closing conditions and use of
proceeds therefrom. All forward-looking statements speak only as of
the date of this press release. You should not place undue reliance
on these forward-looking statements. Although we believe that our
plans, objectives, expectations and intentions reflected in or
suggested by the forward-looking statements are reasonable, we can
give no assurance that these plans, objectives, expectations or
intentions will be achieved. Forward-looking statements involve
significant risks and uncertainties (some of which are beyond our
control), including, but not limited to, market and other
conditions, and assumptions that could cause actual results to
differ materially from historical experience and present
expectations or projections. Actual results could differ materially
from those in the forward-looking statements and the trading price
for our common stock may fluctuate significantly. Forward-looking
statements also are affected by the risk factors described in the
Company's filings with the U.S. Securities and Exchange Commission.
Except as required by law, we undertake no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, after the date on
which the statements are made or to reflect the occurrence of
unanticipated events.
Media Contact:
Sean RennGlobal VP Marketing &
Communicationssrenn@actelis.com
Investor Relations Contact:
Kirin SmithPCG Advisory,
Inc.Ksmith@pcgadvisory.com
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