FREMONT, Calif., Sept. 02, 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, announced today the entry into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase an aggregate of 4,270,197 shares of the Company's common stock originally issued by the Company in December 2023, June 2024 and July 2024, at original exercise prices ranging from $1.18 to $2.00 per share, at a reduced exercise price of $0.37 per share. The resale of the shares of common stock issuable upon the exercise of the existing warrants has been registered pursuant to effective registration statements on Form S-1 (File Nos. 333-276425, 333-280434 and 333-281079). In addition, the Company will issue new warrants, as described below. The closing of the warrant exercise transaction is expected to occur on or about September 3, 2025, subject to satisfaction of customary closing conditions.

Rodman & Renshaw LLC and H.C. Wainwright & Co. are acting as financial advisors to the Company in connection with the transaction.

The aggregate gross proceeds from the exercise of the existing warrants are expected to be approximately $1.6 million, before deducting offering expenses payable by the Company. The Company expects to use the net proceeds from the transaction for working capital and general corporate purposes.

As consideration for the exercise of such existing warrants for cash, the Company will issue in a private placement new unregistered warrants to purchase up to an aggregate of 6,405,296 shares of common stock at an exercise price of $0.37 per share, which warrants will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of such warrants (the “Stockholder Approval”) and, with respect to warrants to purchase up to 3,406,286 shares of common  stock, will expire five years following the date of the Stockholder Approval, and with respect to warrants to purchase up to 2,999,010 shares of common  stock, will expire twenty-four months following the date of the Stockholder Approval.

The new warrants being offered have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. Accordingly, the new warrants and the shares of common stock issuable upon the exercise of the new warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and such applicable state securities laws.

This press release does 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such 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 “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. Such forward-looking statements include, among others, the following: the satisfaction of customary closing conditions, the intended use of proceeds from the offering, the anticipated closing of the offering and the receipt of Stockholder Approval.  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. However, 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, including, but not limited to, market and other conditions. 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. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Actelis is not responsible for the contents of third-party websites.

Contact
Arx | Capital Markets & IR
North American Equities Desk
actelis@arxadvisory.com