UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01 | Entry 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 3.03 | Material 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.
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Exhibit No. |
Exhibit Description | |
| 10.1 | Form of Warrant Amendment | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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.
| ACTELIS NETWORKS, INC. | ||
| Dated: October 6, 2023 | By: | /s/ Yoav Efron |
| Name: | Yoav Efron | |
| Title: | Chief Financial Officer | |
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