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Actelis Announces Closing of Exercise of Warrants for $2.25 Million Gross Proceeds

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Actelis Networks (NASDAQ: ASNS) has closed the exercise of its Series A-2 warrants, raising approximately $2.25 million in gross proceeds. These warrants, originally issued in June 2024, allowed for the purchase of up to 999,670 shares of common stock at $2.00 per share. The company issued new unregistered warrants to buy 1,999,340 shares of common stock at an exercise price of $1.75 per share, with a 24-month term.

H.C. Wainwright & Co. acted as the exclusive placement agent. The proceeds will be used for general corporate purposes. The new warrants and the shares issued upon their exercise are not registered under the Securities Act of 1933 and will require registration with the SEC before they can be resold in the U.S.

Positive
  • Actelis Networks raised $2.25 million from the exercise of Series A-2 warrants.
  • The funds will be used for general corporate purposes.
Negative
  • None.

Insights

Actelis Networks, Inc.'s announcement of $2.25 million in gross proceeds from the exercise of Series A-2 warrants is a noteworthy financial development. The influx of funds through warrant exercises is a common strategy for companies to raise capital without issuing additional debt. This can be seen as a positive move, as it provides the company with funds that can be used for general corporate purposes such as expanding operations, R&D, or potentially improving its financial health.

However, investors should be mindful of the issuance of new unregistered warrants. These new warrants, with an exercise price of $1.75 per share and a twenty-four-month term, could potentially dilute existing shareholders' equity if exercised. Share dilution occurs when a company issues additional shares, reducing existing shareholders' percentage ownership. While this brings in immediate capital, it could impact shareholder value in the long term if the market perceives it negatively.

The role of H.C. Wainwright & Co. as the exclusive placement agent indicates professional handling of the transaction, which can instill confidence in the process. Additionally, the company plans to file a registration statement with the SEC for the resale of shares issuable upon exercise of the new warrants, showing compliance with regulatory requirements.

For retail investors, it’s essential to consider both the short-term benefit of improved liquidity and the potential long-term implications of dilution. Monitoring how effectively Actelis utilizes this capital will be important in assessing the true impact of this financial maneuver.

Actelis Networks is positioned within the IoT and cyber-hardened networking solutions market. The use of funds as working capital is fairly standard, but investors should look for specifics on how this capital will be deployed. Given the competitive nature of the IoT market, strategic investments in technology development or market expansion could offer competitive advantages.

It is also important to note the market's perception of the company's growth potential. The exercise of warrants and issuance of new ones suggest a belief in the company’s future performance, both from insiders and the placement agent. However, this optimism needs to be tempered with caution regarding market conditions and competitive pressures.

The exercise prices of the warrants ($2.00 and $1.75 respectively) offer an insight into the company’s valuation expectations. Monitoring how the company communicates its strategy and subsequent financial performance will be key for investors. Any announcements regarding strategic partnerships, product launches, or significant contract wins could significantly impact market sentiment.

FREMONT, Calif., July 02, 2024 (GLOBE NEWSWIRE) -- 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 its previously announced exercise of certain outstanding Series A-2 warrants to purchase up to an aggregate of 999,670 shares of common stock of the Company originally issued in June 2024 having an exercise price of $2.00 per share. The shares of common stock issued upon exercise of the warrants are registered pursuant to an effective registration statement on Form S-1 (No. 333-280434). The gross proceeds to the Company from the exercise of the warrants were approximately $2.25 million, prior to deducting placement agent fees and estimated offering expenses.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the warrants for cash and the payment of additional $0.125 per new unregistered warrant (additional $249,917.50 in the aggregate, which are included in the gross proceeds to the Company), the Company issued new unregistered warrants to purchase up to 1,999,340 shares of common stock. The new warrants have an exercise price of $1.75 per share and are immediately exercisable upon issuance and will have a term of twenty-four months from the issuance date.

The Company intends to use the net proceeds from the offering as working capital for general corporate purposes.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and 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. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or 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 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, 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 use of proceeds therefrom. 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 could 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


FAQ

What was the gross proceeds amount Actelis Networks (ASNS) raised from the exercise of Series A-2 warrants?

Actelis Networks raised approximately $2.25 million in gross proceeds from the exercise of Series A-2 warrants.

What is the exercise price for the new unregistered warrants issued by Actelis Networks (ASNS)?

The exercise price for the new unregistered warrants is $1.75 per share.

How many shares of common stock can be purchased through the newly issued warrants by Actelis Networks (ASNS)?

The newly issued warrants allow for the purchase of up to 1,999,340 shares of common stock.

What is the term duration for the new warrants issued by Actelis Networks (ASNS)?

The new warrants have a term duration of 24 months from the issuance date.

What is the intended use of the proceeds from the warrant exercise by Actelis Networks (ASNS)?

The proceeds will be used as working capital for general corporate purposes.

Actelis Networks, Inc.

NASDAQ:ASNS

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Communication Equipment
Communications Equipment, Nec
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United States of America
FREMONT