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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):
February 7, 2024
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 7.01 Regulation
FD Disclosures.
On February 7, 2024,
Actelis Networks, Inc. (the “Company”) issued a press release titled “Actelis Networks Announces New $1.5 Million Credit
Line.” A copy of the Company’s press release containing such business update is attached hereto as Exhibit 99.1 The information
set forth in the press release is incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.
This Current Report on
Form 8-K and Exhibit 99.1 contains forward-looking statements within the meaning of the federal securities laws. These forward-looking
statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are
subject to the limitations listed in Exhibit 99.1 and in the other reports of the Company filed with the United States Securities and
Exchange Commission (the “SEC”), including that actual events or results may differ materially from those in the forward-looking
statements.
Investors and others
should note that the Company may announce material information about its finances, product development, clinical trials and other matters
to its investors using its website (https://actelis.com/) in addition to SEC filings, press releases, public conference calls and webcasts.
The Company uses these channels to communicate with the Company’s shareholders and the public about the Company and other issues.
It is possible that the information the Company posts on these channels could be deemed to be material information. Therefore, the Company
encourages investors, the media, and others interested in the Company to review the information it posts on the Company’s website
(referenced above) in addition to following its press releases, SEC filings, public conference calls, and webcasts.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: February 12, 2024 |
By: |
/s/ Yoav Efron |
|
Name: |
Yoav Efron |
|
Title: |
Chief Financial Officer |
2
Exhibit 99.1
Actelis Networks Announces New $1.5
Million Credit Line
FREMONT, Calif., February 7, 2024 —
Actelis Networks, Inc. (NASDAQ:ASNS) (“Actelis” or the “Company”) a market leader in cyber-hardened, rapid deployment
networking solutions for IoT applications, today announced the closing of a new credit line facility. The accounts receivable credit line
from an Israeli bank of up to $1.5 million increases the Company’s operating cash while not increasing the Company’s total
debt, as the Company will perform an early repayment of its existing debt using its restricted cash in a similar amount.
The new credit line will be secured
by customer invoices and will incur interest at a Federal SOFR rate plus 5.5% and is available until the end of 2024, with possible extension.
At the same time, Actelis plans to perform a partial early repayment of its existing debt facility at an amount equal to the amount of
funding from the new credit line, therefore leaving the total debt amount at a similar level.
Yoav Efron, Chief Financial Officer of Actelis stated, “We are
pleased to announce this new credit line agreement as it increases operating cash while we continue to pursue our business plan, and it
does not increase our total debt since we will partially repay our existing loan using our restricted cash.”
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 Renn
Global VP Marketing & Communications
srenn@actelis.com
Investor Relations Contact:
Kirin Smith
PCG Advisory, Inc.
Ksmith@pcgadvisory.com
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