Form 8-K - Current report
10 Oktober 2024 - 10:40PM
Edgar (US Regulatory)
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2024-10-10
2024-10-10
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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): October
10, 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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
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 |
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ASNS |
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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”) announced that it had entered into a binding term sheet
(as amended, 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”), providing for the potential acquisition of between 61% to 75% of the issued and outstanding
shares of the Target’s share capital.
As of the date of this report,
no definitive agreement with respect to the potential acquisition has been entered into by the Parties, and the non-solicitation and no-shop
periods provided in the Term Sheet have not been extended.
On October 10, 2024, consistent
with the termination provision in the Term Sheet, the Company invoked its right and provided the Target the requisite 30-day notice of
the Company’s intention to terminate the Term Sheet.
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: October 10, 2024 |
By: |
/s/ Tuvia Barlev |
|
Name: |
Tuvia Barlev |
|
Title: |
Chief Executive Officer |
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