Actelis Announces Closing of Exercise of Warrants for $3 Million Gross Proceeds
June 06 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 closing of its
previously announced 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
issued 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
were approximately $3 million, prior to deducting placement agent
fees and estimated offering expenses.
H.C. Wainwright & Co. acted 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 issued
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
have an exercise price of $2.00 per share and are immediately
exercisable upon issuance. The Series A-1 warrants have a term of
five and one-half years from the issuance date and the Series A-2
warrants have a term of twenty-four months from the issuance
date.
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 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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