ACTELIS NETWORKS INC 8-K

What Happened

• Actelis Networks, Inc. announced on July 1, 2026 that it entered an Exchange and Amendment Agreement with White Lion Capital LLC to resolve obligations that arose when Actelis was delisted from the Nasdaq Capital Market on April 10, 2026.
• Under the Amendment, Actelis agreed to issue an aggregate of 9,850,000 shares (the “Amendment Commitment Securities”) comprised of: 3,000,000 common shares, 3,850,000 shares issuable upon exercise of pre-funded commitment warrants, and 3,000,000 shares issuable upon exercise of commitment common warrants. The company also revised the pricing and mechanics for future purchases under its existing common stock purchase (equity line) agreement with White Lion.

Key Details

• Total securities to be issued to White Lion: 9,850,000 shares (3,000,000 common; 3,850,000 via pre-funded warrants; 3,000,000 via common warrants).
• Pre-funded warrants: $0.0001 exercise price; exercisable from the earlier of a reverse stock split or an increase in authorized shares sufficient to issue the underlying shares.
• Common warrants: $0.20 exercise price; exercisable from the date Actelis successfully lists on an “Eligible Market” until 18 months after that listing date.
• Purchase-price mechanics changed: purchase price for Rapid and Regular Purchase Notices is now generally 97% of a referenced low price (or VWAP) minus $0.005. Company agreed not to deliver any Purchase Notices for 30 days after the Amendment.
• The company will file amendments to its registration statements: deregister 10,000,000 shares issuable on Purchase Notices and file a new registration to register 6,000,000 shares and the Amendment Commitment Securities.
• The Amendment Commitment Securities were offered relying on exemptions from registration; the securities are not registered for resale in the U.S. absent registration or an exemption.

Why It Matters

• Dilution: issuing up to 9.85 million shares/warrants to White Lion represents a potential increase in the company’s share count and could dilute existing shareholders if and when the warrants are exercised.
• Access to capital while delisted: the changes to the equity line’s purchase-price mechanics are intended to let Actelis continue to access capital from White Lion while the company is delisted, but at formula-based, discounted prices (97% of referenced price less $0.005).
• Registration and resale limits: the issued securities are not registered and may not be sold in the U.S. without registration or an applicable exemption—important for liquidity and secondary-market considerations.
• Investors should note material dates (delisting: April 10, 2026; Amendment: July 1, 2026) and the specific exercise prices and timeframes for the new warrants when assessing potential dilution or future share supply.