Actelis Networks Announces Closing of $3.5 Million Private Placement Priced At-the-Market under Nasdaq Rules
08 Maio 2023 - 5:05PM
Actelis Networks, Inc. (NASDAQ: ASNS) (“Actelis”
or the “Company”), a market leader in cyber-hardened, rapid
deployment networking solutions for wide area IoT applications,
today announced the closing of its previously announced $3.5
million private placement of 944,670 shares of its common stock (or
common stock equivalents) and warrants to purchase up to 944,670
shares of its common stock at a purchase price of $3.705 per share
of common stock (or common stock equivalent) and associated warrant
priced at-the-market under Nasdaq rules. The warrants have an
exercise price of $3.58 per share, are exercisable immediately upon
issuance and will expire five and one-half years following the
issuance.
Actelis expects to use the gross proceeds from
the private placement of approximately $3.5 million, together with
existing cash and cash equivalents, for working capital and general
corporate purposes. The Company may receive additional gross
proceeds of approximately $3.38 million if the warrants are
exercised in full for cash. There is no assurance that any of the
warrants will be exercised.
H.C. Wainwright & Co. acted as exclusive
placement agent for the offering.
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 definitive 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 definitive
agreement in the event of a “full review” by the SEC.
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 StatementsThis 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. 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) 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.
Investor Relations Contact:Matt Glover and Ralf
EsperGateway Investor Relations+1
949-574-3860ASNS@gatewayir.com
Actelis Networks (NASDAQ:ASNS)
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