Actelis Networks Announces Closing of Private Placement Priced At-the-Market under Nasdaq Rules

Rhea-AI Summary

Actelis Networks (NASDAQ: ASNS), a provider of cyber-hardened networking solutions, has closed its previously announced private placement priced at-the-market. The company raised approximately $1 million through the issuance of 1,626,019 shares of common stock and two series of warrants.

The offering included Series A-3 warrants for up to 1,626,019 shares (5-year term) and Series A-4 warrants for up to 3,252,038 shares (18-month term), both with an exercise price of $0.615 per share. If all warrants are exercised, the company could receive additional proceeds of approximately $3 million. H.C. Wainwright & Co. served as the exclusive placement agent.

Positive

• None.

Negative

• Significant potential dilution with over 4.8 million shares from warrant exercises
• Shares sold at $0.615, indicating possible downward pressure on stock price
• No guarantee that warrants will be exercised, making additional $3M uncertain

Insights

Financial Analyst

Actelis raised $1M through private placement with potential for $3M more via warrants, diluting existing shareholders at below-market pricing.

Actelis Networks has completed a $1 million private placement through the issuance of 1.63 million common shares and two series of warrants at $0.615 per share. This financing structure is particularly complex, as it includes Series A-3 warrants for an additional 1.63 million shares and short-term Series A-4 warrants for 3.25 million shares. If all warrants are exercised, the company could receive up to $3 million in additional capital.

The pricing mechanics here are concerning. The $0.615 price represents an at-market offering, but the warrant structure creates significant potential dilution. With Actelis' small market capitalization, the issuance of nearly 5 million potential new shares (combining current issuance and all warrants) would substantially dilute existing shareholders.

The company's decision to pursue this financing indicates possible cash flow challenges. The stated use of proceeds as "working capital for general corporate purposes" suggests no specific growth initiatives or strategic investments, pointing to potential operational funding gaps. This type of financing is typically pursued when a company needs immediate capital but lacks stronger financing alternatives.

The requirement for shareholder approval before warrant exercise adds another layer of uncertainty. There's no guarantee shareholders will approve, which could complicate the company's access to the additional $3 million. H.C. Wainwright's involvement as placement agent suggests substantial fees will further reduce the net proceeds below the stated $1 million gross amount.

FREMONT, Calif, July 03, 2025 (GLOBE NEWSWIRE) -- Actelis Networks, Inc. (NASDAQ: ASNS) ("Actelis" or the "Company"), a market leader in cyber-hardened, rapid deployment networking solutions for IoT and broadband applications, today announced the closing of its previously announced private placement priced at-the-market under Nasdaq rules for the issuance and sale of 1,626,019 shares of its common stock, Series A-3 warrants to purchase up to an aggregate of 1,626,019 shares of common stock and short-term Series A-4 warrants to purchase up to an aggregate of 3,252,038 shares of common stock, at a purchase price of $0.615 per share and associated warrants.

The warrants have an exercise price of $0.615 per share and will be exercisable commencing on the effective date of shareholder approval of the issuance of the shares issuable upon exercise of the warrants.  The Series A-3 warrants will expire five years from the date of shareholder approval and the short-term Series A-4 warrants will expire eighteen months from the date of shareholder approval.

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

The aggregate gross proceeds to the Company from the offering were approximately $1 million, before deducting placement agent fees and other offering expenses. The potential additional gross proceeds to the Company from the warrants, if fully-exercised on a cash basis, will be approximately $3 million.  No assurance can be given that any of such warrants will become exercisable or will be exercised.   The Company intends to use the net proceeds from the offering as working capital for general corporate purposes.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants sold in the offering, have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities to be issued in the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 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 hybrid fiber-copper, cyber-hardened networking solutions for rapid deployment in wide-area IoT applications, including government, ITS, military, utility, rail, telecom, and campus networks. Actelis' innovative portfolio offers fiber-grade performance with the flexibility and cost-efficiency of hybrid fiber-copper networks. Through its "Cyber Aware Networking" initiative, Actelis also provides AI-based cyber monitoring and protection for all edge devices, enhancing network security and resilience. 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 from the offering, the receipt of shareholder approval for the warrants and the exercise of the warrants prior to their expiration. 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.

Contact:

ARX | Capital Markets Advisors
North American Equities Desk
actelis@arxadvisory.com

FAQ

How much did Actelis Networks (ASNS) raise in their July 2025 private placement?

Actelis Networks raised approximately $1 million in gross proceeds, with potential for additional $3 million if all warrants are exercised.

What is the exercise price of ASNS warrants issued in the July 2025 private placement?

The exercise price for both Series A-3 and Series A-4 warrants is $0.615 per share.

How many shares and warrants did Actelis Networks (ASNS) issue in the private placement?

Actelis issued 1,626,019 common shares, 1,626,019 Series A-3 warrants, and 3,252,038 Series A-4 warrants.

What is the expiration timeline for ASNS's Series A-3 and A-4 warrants?

Series A-3 warrants expire in 5 years from shareholder approval, while Series A-4 warrants expire in 18 months from shareholder approval.

How will Actelis Networks use the proceeds from the private placement?

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