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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): September 30, 2023


Actelis Networks, Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-41375   52-2160309

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)


4039 Clipper Court, Fremont, CA 94538
(Address of principal executive offices)


(510) 545-1045

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   ASNS   Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 1.01Entry into a Material Definitive Agreement.


The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.


Item 3.03Material Modification to the Rights of Security Holders.


On September 30, 2023, Actelis Networks, Inc. (the "Company") and Armistice Capital Master Fund Ltd. (the "Investor") entered into a warrant amendment agreement (the "Amendment") to amend those warrants to purchase up to 944,670 shares of the Company's common stock, par value $0.0001 (the "Common Stock") issued to the Investor (the "Common Warrants") in connection with the Investor's purchase of the Company's securities during the Company's private placement offering in May 2023. The Amendment makes certain adjustment to the definition of a "Fundamental Transaction" in Section 3(d) of the Common Warrants. Additionally, effective November 8, 2023, the Amendment increases the number of Common Warrants to include an additional 55,000 Common Stock and changes the exercise price of the Common Warrants to $2.75.


A copy of the form of the Amendment is attached hereto as Exhibit 10.1. This summary description does not purport to be complete and is qualified in its entirety by reference to the form of Amendment, which is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.


Exhibit Description

10.1   Form of Warrant Amendment
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: October 6, 2023 By: /s/ Yoav Efron
  Name:  Yoav Efron
  Title: Chief Financial Officer