S-1 1 fs12024_actelisnetwork.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 8, 2024

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

ACTELIS NETWORKS, INC.

(Exact name of registrant as specified in its charter)

____________________

Delaware		52-2160309
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4039 Clipper Court, Fremont, California 94538 (510) 545-1045
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

____________________

Tuvia Barlev
Chief Executive Officer
4039 Clipper Court
Fremont, California 94538
(510) 545-1045
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

____________________

with a copy to:

Oded Kadosh, Esq.
Benjamin Waltuch, Esq.
Max Lindenfeld, Esq.
Pearl Cohen Latzer Zedek Baratz LLP
Times Square Tower, 7 Times Square,
New York, New York 10036
Phone: (646) 878-0800
Fax: (646) 878-0801

____________________

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

		Page
ABOUT THIS PROSPECTUS		ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
RISK FACTORS		3
USE OF PROCEEDS		4
SELLING STOCKHOLDERS		5
PLAN OF DISTRIBUTION		7
DIVIDEND POLICY		9
DETERMINATION OF THE OFFERING PRICE		9
DESCRIPTION OF CAPITAL STOCK		10
LEGAL MATTERS		15
EXPERTS		15
WHERE YOU CAN FIND MORE INFORMATION		16

Name of selling stockholder	Number of shares of Common Stock Owned Prior to Offering		Shares to be Sold in this Offering(1)	Shares Beneficially Owned After Offering
Name of selling stockholder	Number of shares of Common Stock Owned Prior to Offering		Shares to be Sold in this Offering(1)	Number	Percentage
Armistice Capital, LLC(2)	2,542,374	(3)	2,542,374	—	—
Charles Worthman(4)	890	(5)	890	—	—
Craig Schwabe(4)	3,003	(6)	3,003	—	—
Michael Vasinkevich(4)	57,060	(7)	57,060	—	—
Noam Rubinstein(4)	28,030	(8)	28,030	—	—

SEC registration fee	$	438.88
Printing expenses	$	5,000
Accounting fees and expenses	$	12,000
Legal fees and expenses	$	50,000
Total	$	67,438.88

Exhibit No.		Description
4.1		Description of Securities (filed as Exhibit 4.1 to the Company’s Form 10-K for the fiscal yeatr ended December 31, 2022, filed on March 29, 2023)
4.2		Form of Representative’s Warrant (as filed as Exhibit 4.1 to the Company’s Form S-1/A, filed on May 2, 2022)
4.3		Form of Common Warrant (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on May 8, 2023)
4.4		Form of Pre-Funded Warrant (as filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on May 8, 2023)
4.5		Form of Placement Agent Warrant (as filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on May 8, 2023)
4.6		Form of Common Warrant (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 20, 2023)
4.7		Form of Pre-Funded Warrant (as filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on December 20, 2023)
4.8		Form of Placement Agent Warrant (as filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on December 20, 2023)
5.1		Opinion of Pearl Cohen Latzer Zedek Baratz LLP *
10.1		Lease by and between Actelis Networks Israel, Ltd. and Moshe Smucha, dated January 13, 2000 (as filed as Exhibit 10.2 to the Company’s Form S-1/A, filed on May 2, 2022)
10.2		First Amendment to the Lease and Management Agreements from October 22, 2017, by and between Homerton Investments, Ltd. and Actelis Networks Israel Ltd., dated April 14, 2021 (as filed as Exhibit 10.3 to the Company’s Form S-1/A, filed on May 2, 2022)
10.3		Employment Agreement between Actelis Networks, Inc. and Mr. Tuvia Barlev dated February 15, 2015 (as filed as Exhibit 10.9 to the Company’s Form S-1/A, filed on May 2, 2022)
10.4		Offer letter between Actelis Networks, Inc. and Mr. Yoav Efron dated November 30, 2017 (as furnished as Exhibit 10.10 to the Company’s Form S-1/A, filed on May 10, 2022)
10.5		Employment Agreement between Actelis Networks Israel, Ltd. And Mr. Yoav Efron dated November 30, 2017 (as furnished as Exhibit 10.11 to the Company’s Form S-1/A, filed on May 10, 2022)
10.6		Consulting Agreement between Actelis Networks, Inc. and Barlev Enterprises dated February 20, 2015 (as furnished as Exhibit 10.12 to the Company’s Form S-1/A, filed on May 10, 2022)
10.7		Actelis Networks, Inc. 2015 Equity Incentive Plan (as filed as Exhibit 10.13 to the Company’s Form S-1, filed on April 15, 2022)
10.8		Amendment No. 1 to 2015 Equity Incentive Plan (as filed as Exhibit 10.14 to the Company’s Form S-1, filed on April 15, 2022)
10.9		Senior Loan Agreement between Migdalor Business Investment Fund and Actelis Networks Israel, Ltd., dated December 2, 2020 (as filed as Exhibit 10.16 to the Company’s Form S-1, filed on April 15, 2022)
10.10		Amendment Number 1 to Senior Loan Agreement between Migdalor Business Investment Fund and Actelis Networks Israel, Ltd., dated November 17, 2021 (as filed as Exhibit 10.17 to the Company’s Form S-1, filed on April 15, 2022)
10.11		Securities Purchase and Loan Repayment Agreement between Actelis Networks, Inc. and Mr. Tuvia Barlev dated April 15, 2022 (as filed as Exhibit 10.18 to the Company’s Form S-1, filed on April 15, 2022)
10.12		Form of Securities Purchase Agreement (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 8, 2023)

Exhibit No.		Description
10.13		Form of Registration Rights Agreement (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on May 8, 2023)
10.14		Form of Warrant Amendment (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 6, 2023)
10.15		Form of Securities Purchase Agreement (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 20, 2023)
10.16		Form of Warrant Agreement (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 20, 2023)
10.17		Form of Registration Rights Agreement (as filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 20, 2023)
23.1		Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.) a member firm of PricewaterhouseCoopers International Limited, independent registered public accounting firm for the Company*
107		Filing Fee Table*

		ACTELIS NETWORKS, INC.
		By:		/s/ Tuvia Barlev
				Tuvia Barlev
				Chief Executive Officer

Signature		Title
/s/ Tuvia Barlev		Chief Executive Officer and Chairman of the Board of Directors
Tuvia Barlev		(Principal Executive Officer)
/s/ Yoav Efron		Chief Financial Officer
Yoav Efron		(Principal Financial Officer and Principal Accounting Officer)
/s/ Joseph Moscovitz		Director
Joseph Moscovitz
/s/ Naama Halevi-Davidov		Director
Dr. Naama Halevi-Davidov
/s/ Israel Niv		Director
Israel Niv
/s/ Noemi Schmayer		Director
Noemi Schmayer

SEC Form S-1 filed by Actelis Networks Inc.