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UNITED STATES
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):
September 30, 2023
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) |
4039 Clipper Court, Fremont, CA 94538
(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. |
The information set forth in Item 3.03 of this
Current Report on Form 8-K is incorporated herein by reference.
| Item 3.03 | Material Modification to the Rights of Security Holders. |
On September 30, 2023, Actelis Networks, Inc.
(the "Company") and Armistice Capital Master Fund Ltd. (the "Investor") entered into a warrant amendment agreement
(the "Amendment") to amend those warrants to purchase up to 944,670 shares of the Company's common stock, par value $0.0001
(the "Common Stock") issued to the Investor (the "Common Warrants") in connection with the Investor's purchase of
the Company's securities during the Company's private placement offering in May 2023. The Amendment makes certain adjustment to the definition
of a "Fundamental Transaction" in Section 3(d) of the Common Warrants. Additionally, effective November 8, 2023, the Amendment
increases the number of Common Warrants to include an additional 55,000 Common Stock and changes the exercise price of the Common Warrants
to $2.75.
A copy of the form of the Amendment is
attached hereto as Exhibit 10.1. This summary description does not purport to be complete and is qualified in its entirety by reference
to the form of Amendment, which is incorporated herein by reference.
| Item 9.01 | Financial
Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
|
Exhibit Description |
10.1 |
|
Form of Warrant Amendment |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 6, 2023 |
By: |
/s/ Yoav Efron |
|
Name: |
Yoav Efron |
|
Title: |
Chief Financial Officer |
Exhibit 10.1
AMENDMENT NO. 1
TO THE
ACTELIS NETWORKS, INC.
COMMON STOCK PURCHASE WARRANT
September 30, 2023
This Amendment No. 1 to the
common stock purchase warrant (the “Amendment”), dated September 30, 2023 (the "Effective Date"),
issued by Actelis Networks, Inc., a Delaware corporation (the “Company”), dated as of May 8, 2023, to purchase
944,670 shares of the Company’s common stock, par value $0.0001 (“Common Stock”), at an exercise price
of $3.58 per share (the “Warrant”), is made and entered into by and between the Company and Armistice Capital
Master Fund Ltd. (the “Investor”).
WHEREAS, the Investor
is, and as of the effective date of this Amendment will be, the holder of the Warrant;
WHEREAS, the Company
and the Investor entered into a securities purchase agreement, dated as of May 4, 2023 (the “2023 Purchase Agreement”),
pursuant to which the Investor has agreed to purchase and the Company has agreed to issue and sell to the Investor shares of Common Stock
at a price of $3.705 per share and the Company will also issue to the Investors the Warrants;
WHEREAS, in connection
with the entry into the 2023 Purchase Agreement, the Company agreed to amend the terms of the Warrant to (i) increase the number of Warrants
(the “Warrant Number Adjustment”); (ii) reduce the exercise price from $3.58 per share to $2.75 per share (the
“Exercise Price Adjustment”); and (iii) to make certain edits to Section 3(d) of the Warrant (“Fundamental
Transaction Adjustment”); and
WHEREAS, the Investor
and the Company have agreed to amend the Warrant pursuant to the provisions of Section 5(l) of the Warrant.
NOW, THEREFORE,
in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
| 1. | Definitions. Capitalized
terms used and not defined in this Amendment have the respective meanings ascribed to them in the Warrant. |
| 2. | Amendments
to the Warrant. |
| a. | Warrant
Number Adjustment. As of November 8, 2023 (notwithstanding anything contained herein or the Effective Date), in the preamble
and heading of each Warrant, the number of Warrant Shares shall be changed from 944,670 to 999,670. |
| b. | Exercise
Price Adjustment. As of November 8, 2023 (notwithstanding anything contained herein or the Effective Date), Section 2(b)
of each of the Warrant shall be deleted and replaced in its entirety with the following: |
“Exercise Price. The exercise
price per share of Common Stock under this Warrant shall be $2.75, subject to adjustment hereunder (the “Exercise Price”)."
| c. | Fundamental
Transaction Adjustment. Section 3(d) of each Warrant is hereby deleted and replaced in its entirety with the following: |
“Fundamental Transaction.
If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects
any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other
securities, cash or property and has been accepted by the holders of more than 50% of the outstanding Common Stock or more than 50% of
the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in
one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires more than 50% of the outstanding shares of Common Stock or more than 50% of the voting power of the common equity
of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have
the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant),
the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by
a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the average amount of Alternate
Consideration issuable per shareholder in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall
apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration.. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any
Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days
after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental
Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined
below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided,
however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s
Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration
(and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to
the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of
cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative
forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company
are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received
common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.
“Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting
(A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement
of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the volatility for
the remaining exercised period as obtained from the HVT function on Bloomberg (determined utilizing a 252 day annualization factor) as
of the Trading Day immediately following the consummation of the applicable contemplated Fundamental Transaction, (C) the underlying price
per share used in such calculation shall be the VWAP for the 30 days prior to the Trading Day immediately preceding the consummation of
the applicable contemplated Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement
of the applicable contemplated Fundamental Transaction and the Termination Date and (E) cost of borrow for the company’s stock at
the exercise date. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other
consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance
with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and
approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver
to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation
of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity
or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the
Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other
Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had
been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section
3(e) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or
(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.”
| 3. | Effective
Date. Unless otherwise stated herein, this Amendment is effective as of the Effective Date. |
| a. | Governing
Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York applicable
to contracts executed in and to be performed in that state, without reference to conflict of laws principles thereof. |
| b. | Counterparts. This
Amendment may be executed and delivered (including by facsimile or other electronic transmission) in any number of counterparts, and
by the different parties hereto in separate counterparts, each of which when executed (including by the affixing of signatures electronically)
and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. |
| c. | Continuation
of the Warrant. Except as expressly modified by this Amendment, the Warrant shall continue to be and remain in full force
and effect in accordance with its terms. Any future reference to the Warrant shall be deemed to be a reference to the Warrant as modified
by this Amendment. |
(signature pages follow)
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered by their respective duly authorized officers as of the date first above written.
ACTELIS NETWORKS, INC. |
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By: |
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Name: |
|
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Title: |
|
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ARMISTICE CAPITAL MASTER FUND LTD.
|
|
|
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By: |
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Name: |
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Title: |
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