Actelis Networks INC 8-K Filing

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share ASNS Nasdaq Ca
• $0.80 — the "Warrants"), at a purchase price of $0.80 per Share and accompanying Common Warra
• $0.7999 — re and accompanying Common Warrant, and $0.7999 per Pre-Funded Warrant and accompanying
• $5 million — rants) are expected to be approximately $5 million. The Offering is expected to close on o
• $25,000 — eement to reimburse the Placement Agent $25,000 for non-accountable expenses and up to
• $100,000 — for non-accountable expenses and up to $100,000 for fees and expenses of legal counsel
• $1.00 — gent Warrants have an exercise price of $1.00 per share of Common Stock (representing
• $4.46 million — any from the Offering are approximately $4.46 million after deducting placement agent fees an

Filing Documents

• ea0270294-8k_actelis.htm (8-K) — 48KB
• ea027029401ex4-1_actelis.htm (EX-4.1) — 98KB
• ea027029401ex4-2_actelis.htm (EX-4.2) — 97KB
• ea027029401ex4-3_actelis.htm (EX-4.3) — 100KB
• ea027029401ex10-1_actelis.htm (EX-10.1) — 236KB
• ea027029401ex99-1_actelis.htm (EX-99.1) — 8KB
• 0001213900-25-123590.txt ( ) — 890KB
• asns-20251217.xsd (EX-101.SCH) — 3KB
• asns-20251217_lab.xml (EX-101.LAB) — 33KB
• asns-20251217_pre.xml (EX-101.PRE) — 22KB
• ea0270294-8k_actelis_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 17, 2025 Actelis Networks, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41375 52-2160309 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 710 Lakeway Drive , Suite 200 , Sunnyvale , CA 94805 (Address of principal executive offices) ( 510 ) 545-1045 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share ASNS Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry Into a Material Definitive Agreement. On December 17, 2025, Actelis Networks, Inc. (the "Company" or "Actelis") offered and sold in a public offering on a best efforts basis (the "Offering") (i) 4,352,500 shares of the Company's common stock, (the "Shares"), par value $0.0001 per share ("Common Stock"), (ii) 1,897,500 pre-funded warrants to purchase up to 1,897,500 shares of Common Stock (the "Pre-Funded Warrants"), and (iii) 6,250,000 common warrants to purchase up to 6,250,000 shares of Common Stock, (the "Common Warrants" and together with the Pre-Funded Warrants, the "Warrants"), at a purchase price of $0.80 per Share and accompanying Common Warrant, and $0.7999 per Pre-Funded Warrant and accompanying Common Warrant. Aggregate gross proceeds from the Offering (without taking into account any proceeds from any future exercises of Warrants) are expected to be approximately $5 million. The Offering is expected to close on or about December 19, 2025, subject to the satisfaction of customary closing conditions. The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share of Common Stock and will not expire until exercised in full. Each common warrant will have an exercise price of $0.80 per share, will be exercisable immediately on upon issuance and will expire on the five-year anniversary of the date of issuance. A holder of the Warrants will not have the right to exercise any portion of its Pre-Funded Warrants or Common Warrants if the holder (together with such holder's affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates or any other persons whose beneficial ownership of shares of Common Stock would be aggregated with the holder's or any of the holder's affiliates), would beneficially own shares of Common Stock in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Certain investors in the Offering entered into a definitive securities purchase agreement with the Company (the "Purchase Agreement"). The Purchase Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature. Pursuant to the Purchase Agreement, the Company agreed to abide by certain customary standstill restrictions for a period of thirty (30) days following the closing of the Offering. In addition, subject to limited exceptions, the Purchase Agreement provides that for a period of one year following the closing of the Offering, the Company will not effect or enter into an agreement to effect a "variable rate transaction" as defined in the Purchase Agreement. H.C. Wainwright & Co., LLC acted as the sole placement agent (the "Placement Agent"), on a "best efforts" basis, in connection with the Offering. On March 3, 2025, the Company and the P

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