Actelis Networks Files 8-K on Material Agreement
Ticker: ASNS · Form: 8-K · Filed: Sep 3, 2025 · CIK: 1141284
Sentiment: neutral
Topics: material-agreement, equity-securities, filing
TL;DR
Actelis Networks signed a material definitive agreement on 9/2/25, filed 8-K.
AI Summary
Actelis Networks, Inc. filed an 8-K on September 3, 2025, reporting a material definitive agreement entered into on September 2, 2025. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Fremont, CA.
Why It Matters
This filing indicates a significant new agreement for Actelis Networks, which could impact its future business operations and financial performance.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's stock price.
Key Numbers
- 001-41375 — SEC File Number (Identifies the company's filing history with the SEC.)
- 52-2160309 — IRS Employer Identification Number (Unique identifier for tax purposes.)
Key Players & Entities
- Actelis Networks, Inc. (company) — Registrant
- September 2, 2025 (date) — Date of earliest event reported
- September 3, 2025 (date) — Date of report
- Delaware (jurisdiction) — State of incorporation
- Fremont, CA (location) — Address of principal executive offices
FAQ
What is the nature of the material definitive agreement entered into by Actelis Networks, Inc. on September 2, 2025?
The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the excerpt.
What other items are reported in this 8-K filing besides the material definitive agreement?
The filing also covers unregistered sales of equity securities and includes financial statements and exhibits.
When was Actelis Networks, Inc. incorporated and where are its principal executive offices located?
Actelis Networks, Inc. was incorporated in Delaware and its principal executive offices are located at 4039 Clipper Court, Fremont, CA 94538.
What is the SEC file number and IRS Employer Identification Number for Actelis Networks, Inc.?
The SEC file number is 001-41375 and the IRS Employer Identification Number is 52-2160309.
What is the SIC code for Actelis Networks, Inc.?
The Standard Industrial Classification (SIC) code for Actelis Networks, Inc. is 3669, which corresponds to Communications Equipment, NEC.
Filing Stats: 2,720 words · 11 min read · ~9 pages · Grade level 14.7 · Accepted 2025-09-03 16:05:52
Key Financial Figures
- $0.0001 — nge on which registered Common Stock, $0.0001 par value per share ASNS Nasdaq Cap
- $1.18 — f June 20, 2029 at an exercise price of $1.18 per share (ii) 999,670 warrants issued
- $2.00 — ecember 6, 2029 at an exercise price of $2.00 per share and (iii) 1,999,340 warrants
- $1.75 — of July 2, 2026 at an exercise price of $1.75 per share (the "Existing Warrants"). P
- $0.37 — on stock at a reduced exercise price of $0.37 per share in consideration of the Compa
- $1.6 million — gregate gross proceeds of approximately $1.6 million from the exercise of the Existing Warra
- $0.4625 — ts will have an exercise price equal to $0.4625 per share (125% of the exercise price o
- $75,000 — agreed to pay the Placement Agent up to $75,000 for non-accountable, legal and other ou
- $15,950 — al and other out-of-pocket expenses and $15,950 for clearing fees. The closing of the
Filing Documents
- ea0255758-8k_actelis.htm (8-K) — 48KB
- ea025575801ex10-1_actelis.htm (EX-10.1) — 53KB
- ea025575801ex10-2_actelis.htm (EX-10.2) — 102KB
- ea025575801ex10-3_actelis.htm (EX-10.3) — 101KB
- 0001213900-25-084029.txt ( ) — 542KB
- asns-20250902.xsd (EX-101.SCH) — 3KB
- asns-20250902_lab.xml (EX-101.LAB) — 33KB
- asns-20250902_pre.xml (EX-101.PRE) — 22KB
- ea0255758-8k_actelis_htm.xml (XML) — 4KB
01 Entry into
Item 1.01 Entry into a Material Definitive Agreement. On September 2, 2025, Actelis Networks, Inc. (the "Company") entered into an inducement agreement (the "Inducement Letter") with a certain holder (the "Holder") of certain of the Company's existing warrants to purchase an aggregate of 4,270,197 shares of the Company's common stock, consisting of (i) 1,271,187 warrants issued on December 20, 2023 with an expiration date of June 20, 2029 at an exercise price of $1.18 per share (ii) 999,670 warrants issued on June 6, 2024 with an expiration date of December 6, 2029 at an exercise price of $2.00 per share and (iii) 1,999,340 warrants issued on July 2, 2024 with an expiration date of July 2, 2026 at an exercise price of $1.75 per share (the "Existing Warrants"). Pursuant to the Inducement Letter, the Holder agreed to exercise for cash the Existing Warrants to purchase an aggregate of 4,270,197 shares of the Company's common stock at a reduced exercise price of $0.37 per share in consideration of the Company's agreement to issue new common stock purchase warrants (the "New Warrants"), as descried below, to purchase up to an aggregate of 6,405,296 shares of the Company's common stock (the "New Warrant Shares") at an exercise price of $0.37 per share. The Company expects to receive aggregate gross proceeds of approximately $1.6 million from the exercise of the Existing Warrants by the Holder, before deducting financial advisory fees and other offering expenses payable by the Company. Rodman & Renshaw LLC and H.C. Wainwright & Co., LLC ("Wainwright") are acting as financial advisors to the Company in connection with the transactions contemplated by the Inducement Letter. Pursuant to an engagement letter with Wainwright, the Company has agreed to pay the financial advisors a cash fee equal to 7.0% of the aggregate gross proceeds received from the Holder's exercise of the Existing Warrants, as well as a management fee equal to 1.0% of the gross proceeds from the exercis
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described therein is incorporated herein by reference. Warning Concerning Forward Looking Statements This Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company's present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company's control. For this reason, among others, you should not place undue reliance upon the Company's forward looking to reflect any event or circumstance that may arise after the date of this Current Report. 3
01. Financial Statement and Exhibits
Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Inducement Letter 10.2 Form of New Warrant 10.3 Form of Placement Agent Warrant 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ACTELIS NETWORKS, INC. Dated: September 3, 2025 By: /s/ Tuvia Barlev Name: Tuvia Barlev Title: Chief Executive Officer 5