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Actelis Announces Exercise of Warrants for $2.25 Million Gross Proceeds

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Actelis Networks (NASDAQ:ASNS) announced a definitive agreement for the immediate exercise of certain Series A-2 warrants, resulting in gross proceeds of approximately $2.25 million. These warrants allow the purchase of up to 999,670 shares at $2.00 per share. H.C. Wainwright & Co. is the exclusive placement agent. Additionally, the company will issue new unregistered warrants for 1,999,340 shares at $1.75 per share, effective immediately and valid for 24 months. The offering is expected to close by July 2, 2024, with proceeds used for general corporate purposes.

Positive
  • Gross proceeds of $2.25 million from the exercise of warrants.
  • New unregistered warrants for 1,999,340 shares issued, providing potential future capital.
  • Immediate exercise of new warrants.
Negative
  • Potential shareholder dilution with the issuance of new warrants.

Insights

Actelis Networks' recent exercise of Series A-2 warrants generates approximately $2.25 million in gross proceeds. This is a significant influx of capital for a company in the networking solutions sector, particularly during times of technological growth in IoT applications.

From a financial standpoint, this move enhances liquidity and provides funds for general corporate purposes. The issuance of new unregistered warrants, however, dilutes existing shareholder value. The balance between raising capital and diluting shares is a delicate trade-off and investors should note the potential impact on stock prices in the short term.

It's also important to understand the mechanics of warrants. Essentially, these are options to buy stock at a specific price before a certain date. The new warrants at an exercise price of $1.75 per share and a 24-month term offer a future potential for additional capital.

In sum, while the immediate cash influx is positive, the longer-term dilution and reliance on future stock performance to reap benefits must be carefully evaluated by investors.

From a market perspective, Actelis Networks' warrant exercise aligns with typical capital-raising strategies in the tech sector. The engagement of H.C. Wainwright & Co. underscores the professional approach towards this financial maneuver. The decision to raise funds through warrants versus other methods like debt or equity indicates confidence in the company's stock performance potential.

However, introducing new unregistered warrants as part of the deal is a cautious move to ensure future funding flexibility. This strategy also indicates an anticipation of the company's stock price stabilization or growth, which may appeal to speculative investors. The effective management of these funds towards growth initiatives could foster market growth in the IoT space.

Overall, this warrant exercise reflects a strategic approach to capital management within the market dynamics of rapidly evolving IoT developments.

FREMONT, Calif., July 01, 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 entry into a definitive agreement for the immediate 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 issuable 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 are expected to be approximately $2.25 million, prior to deducting placement agent fees and estimated offering expenses.

H.C. Wainwright & Co. is acting 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 will issue new unregistered warrants to purchase up to 1,999,340 shares of common stock. The new warrants will have an exercise price of $1.75 per share, will be immediately exercisable upon issuance and will have a term of twenty-four months from the issuance date.

The offering is expected to close on or about July 2, 2024, subject to satisfaction of customary closing conditions. 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 completion of the offering, satisfaction of the closing conditions and 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 is the significance of Actelis Networks' recent warrant exercise?

Actelis Networks (NASDAQ:ASNS) announced the exercise of Series A-2 warrants, generating approximately $2.25 million in gross proceeds.

How many shares are involved in Actelis Networks' warrant exercise?

The exercise involves up to 999,670 shares of common stock at $2.00 per share.

What is the role of H.C. Wainwright & Co. in Actelis Networks' warrant exercise?

H.C. Wainwright & Co. is acting as the exclusive placement agent for the warrant exercise.

What are the terms of the new unregistered warrants issued by Actelis Networks?

The new unregistered warrants allow the purchase of 1,999,340 shares at $1.75 per share, effective immediately and valid for 24 months.

When is the warrant offering by Actelis Networks expected to close?

The offering is expected to close on or about July 2, 2024.

How will Actelis Networks use the proceeds from the warrant exercise?

Actelis Networks intends to use the net proceeds as working capital for general corporate purposes.

Actelis Networks, Inc.

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Communication Equipment
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United States of America
FREMONT