- **Actelis Networks, Inc.** completed a private placement on **September 29, 2025**, raising aggregate gross proceeds of **approximately $850,000**.  **[1141284_0001213900-25-095449_ea0259804-8k_actelis.htm:3]** 
- The private placement involved the issuance of **871,766 shares** of Common Stock at **$0.2125 per share** and pre-funded warrants to purchase up to **3,128,234 shares** of Common Stock at **$0.2124 per Pre-Funded Warrant**.  **[1141284_0001213900-25-095449_ea0259804-8k_actelis.htm:3]** 
- As of the Effective Date, the company had **16,598,509 shares** of Common Stock issued and outstanding.  **[1141284_0001213900-25-095449_ea025980401ex10-1_actelis.htm:13]** 
- The issuance of shares upon exercise of the Pre-Funded Warrants may not exceed an "Exchange Cap" without **shareholder approval**.  **[1141284_0001213900-25-095449_ea0259804-8k_actelis.htm:3]** 
- If the Equity Line of Credit (ELOC) is terminated on or prior to **October 1, 2025**, the company is obligated to hold a shareholder meeting within **120 days** for approval of share issuance and ensure a Resale Registration Statement is effective within **30 days** (or **45 days** if reviewed by the SEC), with non-compliance potentially resulting in the issuance of additional shares.  **[1141284_0001213900-25-095449_ea025980401ex10-3_actelis.htm:42]**

Actelis Networks Completes Private Placement

- Actelis Networks, Inc. has entered into an agreement for the immediate exercise of **4,270,197 outstanding warrants** at a reduced exercise price of **$0.37 per share**.  **[1141284_67215fe3c6f34a27ae844b9ed36caf72_0]** 
- The transaction is expected to generate approximately **$1.6 million** in aggregate gross proceeds, which the Company plans to use for working capital and general corporate purposes.  **[1141284_67215fe3c6f34a27ae844b9ed36caf72_0]** 
- As consideration for the exercise, Actelis will issue new unregistered warrants to purchase up to **6,405,296 shares** of common stock, also at an exercise price of **$0.37 per share**.  **[1141284_67215fe3c6f34a27ae844b9ed36caf72_0]** 
- The closing of this warrant exercise transaction is anticipated to occur on or about **September 3, 2025**.  **[1141284_67215fe3c6f34a27ae844b9ed36caf72_0]**

ACTELIS NETWORKS (ASNS)