Form 8-K - Current report
03 September 2024 - 2:00PM
Edgar (US Regulatory)
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2024-08-30
2024-08-30
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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):
August 30, 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 Disclosure.
As
previously disclosed, on May 23, 2024, Actelis Networks, Inc. (the “Company”), issued a press release to announce that
it had entered into a binding term sheet (the “Term Sheet”) with Quality Industrial Corp, a Nevada corporation traded on
the OTC under the symbol QIND (“Target”), and Ilustrato Pictures International Inc., a Nevada corporation
(“Seller”, and, together with the Company and Target, the “Parties”), pursuant to which the Company will
acquire from Seller and additional shareholders of Target shares of Target constituting between 61% to 75% of the issued and
outstanding shares of the Target’s share capital. The companies initially intended to close the transaction, pending
regulatory requirements and due diligence, within 60 days.
As previously disclosed, on
each of July 19, 2024, August 2, 2024, and August 16, 2024, the Parties agreed to extend the non-solicitation and no-shop
periods provided in the Term Sheet to additional periods, the last period being until August 30, 2024.
On August 30, 2024, the Parties agreed to extend the non-solicitation and no-shop periods provided in the Term Sheet until October 1, 2024, except that if certain conditions will not be met by September 15, 2024, the non-solicitation and no-shop periods shall terminate on September
15, 2024. In addition, the Parties agreed that the targeted date for signing and closing of the transaction shall be October 1, 2024, unless otherwise
mutually terminated earlier by the Parties.
There
can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.
The
information in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed
to be incorporated by reference into the filings of the Company under the Securities Act, or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information
of the information in this Item 7.01.
Cautionary Statement
Concerning Forward-Looking Statements
This Current Report contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities
laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking
statements. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and
projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good
faith. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable are inherently uncertain.
New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. There can be
no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially
from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties
that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. These and
other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in
this Current Report. Factors that may cause actual results to differ materially from current expectations include, but are not limited
to, various factors beyond management’s control including general economic conditions; the outcome of any legal proceedings that
may be instituted against Target, Seller or Actelis following the announcement of the term sheet; the inability to complete the term sheet;
the risk that the acquisition will disrupts current plans and operations as a result of the announcement and consummation of the acquisition;
the inability to recognize the anticipated benefits of the acquisition, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth, maintain relationships with customers and suppliers and retain key employees;
costs related to the acquisition; the possibility that Actelis may be adversely affected by other economic, business, and/or competitive
factors and other risks and uncertainties indicated from time to time. Any such forward-looking statements represent management’s
estimates as of the date of this Current Report. While the Company may elect to update such forward-looking statements at some point in
the future, unless required by law, it disclaims any obligation to do so, even if subsequent events cause its views to change. Thus, no
one should assume that the Company’s silence over time means that actual events are bearing out as expressed or implied in such
forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of
any date subsequent to the date of this Current Report. More detailed information about the Company and the risk factors that may affect
the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission
(SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders
are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov.
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, 2024 |
By: |
/s/ Tuvia Barlev |
|
Name: |
Tuvia Barlev |
|
Title: |
Chief Executive Officer |
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