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.