Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 25, 2024, Actelis Network Inc. (the "Company"), entered into an At the Market Offering Agreement, (the "Offering Agreement"), with H.C. Wainwright & Co., LLC ("Wainwright"), as manager, pursuant to which the Company may issue and sell shares of its common stock, $0.0001 par value per share ("Common Stock"), having an aggregate offering price of up to $3.4 million from time to time through Wainwright.

Any sales of Common Stock under the Offering Agreement will be made pursuant to a shelf registration statement on Form S-3 (File No. 333-282199), or the Registration Statement, and the prospectus contained therein, filed with the Securities and Exchange Commission (the "Commission"), on September 18, 2024, after such Registration Statement is declared effective by the Commission.

Pursuant to the Offering Agreement, sales of shares of Common Stock may be made in transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly or through the Nasdaq Capital Market, or any other existing trading market in the Unites States for the Company's shares of Common Stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, or in any other method permitted by law. Wainwright will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares of Common Stock pursuant to the Offering Agreement from time to time, based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company may impose.

The Company is not obligated to make any sales of the shares of Common Stock under the Offering Agreement. The offering of shares of Common Stock pursuant to the Offering Agreement will terminate upon the earliest of (a) the sale of all of the shares of Common Stock subject to the Offering Agreement and (b) the termination of the Offering Agreement by Wainwright or the Company, as permitted therein.

The Company will pay to Wainwright a cash commission of 3.0% of the gross sales price of any Common Stock sold under the Offering Agreement and has agreed to provide Wainwright with customary indemnification and contribution rights. The Company will also reimburse Wainwright for certain specified expenses in connection with entering into the Offering Agreement and certain ongoing diligence expenses.

The Offering Agreement contains customary representations and warranties and conditions to the sale of the shares of Common Stock pursuant thereto.

The foregoing description of the Offering Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 1.01. A copy of the opinion of Greenberg Traurig, LLP relating to the legality of the securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the shares of Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.