Actelis Announces Exercise of Warrants for $2.25 Million

FREMONT, Calif., July 01, 2024 (GLOBE NEWSWIRE) — Actelis Networks, Inc. (NASDAQ: ASNS) (“Actelis” or the “Company”), a market leader in rapidly deployable, cyber-hardened network solutions for IoT applications, today announced that it has entered into a definitive agreement to immediately exercise certain outstanding Series A-2 warrants to purchase up to an aggregate of 999,670 shares of the Company’s common stock initially issued in June 2024, at an exercise price of $2.00 per share. The shares of common stock issuable upon exercise of the warrants are being registered pursuant to an effective registration statement on Form S-1 (No. 333-280434). Gross proceeds from the exercise of the warrants are expected to be approximately $2.25 million to the Company, before deducting placement agent fees and estimated offering expenses.

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

In consideration for the immediate exercise of the warrants in cash and the payment of an additional $0.125 per new unregistered warrant (an additional $249,917.50 in total, which is included in the gross proceeds of the sale to the Company), the Company will issue new unregistered warrants to purchase up to 1,999,340 shares of common stock. The new warrants will have an exercise price of $1.75 per share, will be exercisable immediately upon issuance and will have a term of twenty-four months from the date of issuance.

The offering is expected to close on or about July 2, 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 “Securities Act”) and, together with the common shares issuable upon exercise thereof, have not been registered under the Securities 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 common shares issuable upon exercise of the new warrants.

This press release shall not constitute an offer to sell or the 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 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 rapidly deployable, cyber-hardened network solutions for large-scale IoT applications, including federal, state and local government, ITS, military, utility, rail, telecommunications and campus applications. Actelis’ unique portfolio of environmentally friendly hybrid fiber aggregation switches, high-density Ethernet devices, advanced management software and cyber protection capabilities unlocks the hidden value of mission-critical networks, delivering more secure connectivity for rapid and 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 “may”, “believe”, “anticipate”, ” intend”, “estimate”, “expect”, “may”, “continue”, “predict”, “potential”, “project” and other similar expressions intended to identify forward-looking statements, and include statements regarding the completion of the offering, the satisfaction of closing conditions and 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 or suggested by the forward-looking statements are reasonable, we can give no assurance that such 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, as well as assumptions that could cause actual results to differ materially from historical experience and current expectations or projections. Actual results could differ materially from those in the forward-looking statements and the market price of our common stock could fluctuate significantly. Forward-looking statements are also affected by risk factors described in the Company’s filings with the United States Securities and Exchange Commission. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made. formulated or to reflect the occurrence of unforeseen events.

Media Contact:

Sean Renn
Global Vice President of Marketing and Communications
[email protected]

Investor Relations Contact:

Kirin Smith
PCG Consulting, Inc.
[email protected]