Actelis Networks Announces $1.5 Million Private Placement Priced At-The-Market Under Nasdaq Rules
19 December 2023 - 12:37AM
Actelis Networks, Inc. (NASDAQ:ASNS) (“Actelis” or the “Company”),
a market leader in cyber-hardened, rapid deployment networking
solutions for IoT applications, today announced that it has entered
into definitive agreements for the purchase and sale of 1,271,187
shares of its common stock (or common stock equivalents) and
warrants to purchase up to 1,271,187 shares of its common stock at
a purchase price of $1.18 per share of common stock (or common
stock equivalent) and associated warrant in a private placement
priced at-the-market under Nasdaq rules. The warrants have an
exercise price of $1.18 per share, will be exercisable commencing
on the effective date of shareholder approval of the issuance of
the shares issuable upon exercise of the warrants and will expire
five and one-half years following the issuance.
H.C. Wainwright & Co. is acting as exclusive
placement agent for the offering.
The gross proceeds to the Company are expected
to be approximately $1.5 million. The offering is expected to close
on or about December 20, 2023, subject to satisfaction of customary
closing conditions. The Company intends to use the net proceeds
from the offering for working capital and general corporate
purposes.
The securities described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”) and Regulation D
promulgated thereunder and, along with the shares of common stock
underlying the warrants, have not been registered under the
Securities Act or applicable state securities laws. Accordingly,
the securities 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. Under an agreement with the investors, the
Company agreed to file an initial registration statement with
the SEC covering the resale of the securities described above no
later than 20 days following the date of the agreement and to
use commercially reasonable efforts to have the registration
statement declared effective as promptly as practical thereafter,
and in any event no later than 75 days following the date of the
agreement in the event of a “full review” by the SEC.
In connection with the offering, the Company
also has agreed to amend certain existing warrants to purchase up
to an aggregate of 999,670 shares of the Company's common stock
that were previously issued in May 2023 (and amended in November
2023) at an exercise price of $2.75 per share, such that effective
on the date of shareholder approval to amend the warrants, the
amended warrants will have a reduced exercise price of $1.18 per
share.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
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 other 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-copper, 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
private placement, satisfaction of the closing conditions and use
of proceeds therefrom and obtaining shareholder approval. 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 to 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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