Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On June 30, 2024, Actelis Networks, Inc. (the "Company") entered into an inducement agreement (the "Inducement Letter") with a certain holder (the "Holder") of certain of the Company's existing warrants to purchase up to an aggregate of 999,670 shares of the Company's common stock originally issued on June 6, 2024, with a twenty-four month term at an exercise price of $2.00 per share (the "Existing Warrants").

Pursuant to the Inducement Letter, the Holder agreed to exercise for cash the Existing Warrants to purchase an aggregate of 999,670 shares of the Company's common stock at an exercise price of $2.00 per share in consideration of the Company's agreement to issue new common stock purchase warrants (the "New Warrants"), as descried below, to purchase up to an aggregate of 1,999,340 shares of the Company's common stock (the "New Warrant Shares") at an exercise price of $1.75 per share. The Company expects to receive aggregate gross proceeds of approximately $2.25 million from the exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other offering expenses payable by the Company.

The Company has engaged H.C. Wainwright & Co., LLC (the "Placement Agent") to act as its exclusive placement agent in connection with the transactions contemplated by the Inducement Letter and has agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds received from the Holder's exercise of the Existing Warrants, as well as a management fee equal to 1.0% of the gross proceeds from the exercise of the Existing Warrants. The Company has also agreed to issue to the Placement Agent or its designees warrants (the "Placement Agent Warrants") to purchase up to 69,977 shares of common stock (representing 7.0% of the Existing Warrants being exercised), which will have the same terms as the New Warrants except the Placement Agent Warrants will have an exercise price equal to $2.50 per share (125% of the exercise price of the Existing Warrants). The New Warrants will be immediately exercisable from the date of issuance, until the twenty four month anniversary of such date for the New Warrants. The Placement Agent Warrants will be immediately exercisable from the date of issuance, until the twenty four month anniversary of such date. In addition, the Company has also agreed to pay the Placement Agent up to $75,000 for non-accountable, legal and other out-of-pocket expenses and $15,950 for clearing fees.

The closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on or about July 2, 2024 (the "Closing Date"), subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from these transactions for general corporate purposes.

The resale of the shares of the Company's common stock underlying the Existing Warrants have been registered pursuant to an existing registration statement on Form S-1 (File No. 333-280434), declared effective by the Securities and Exchange Commission (the "SEC") on June 27, 2024.

The Company also agreed to file a registration statement on Form S-1 (or other appropriate form if the Company is not then Form S-1 eligible) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the "Resale Registration Statement"), as soon as practicable after the Closing Date (and in any event within thirty (30) calendar days of the date of the Inducement Letter), and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within sixty (60) calendar days following the date of the Inducement Letter (or within ninety (90) calendar days following the date of the Inducement Letter in case of "full review" of the Resale Registration Statement by the SEC) and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares. In the Inducement Letter, the Company agreed not to issue any shares of common stock or common stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until 15 days after the Closing Date. The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letter) until two (2) years after the Closing Date (subject to certain exceptions).