8-K - Actelis Networks, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Actelis Networks, Inc. entered into a binding term sheet to acquire 100% of Exaware Ltd., an Israel-based provider of high-throughput routing and switching platforms, in an all-stock transaction. The deal positions Actelis to enter the AI-driven data center networking market with a unified networking platform, subject to definitive agreement and closing by May 7, 2026.

Key Takeaways

1Entered binding term sheet for 100% acquisition of Exaware Ltd. (Exaware Routing Ltd.)

2All-stock transaction with post-transaction value ratio of approximately 40% Actelis and 60% Exaware, subject to valuation and fairness opinion

3At closing, issue 19.9% of outstanding common stock to Exaware shareholders

4Balance of consideration in non-voting preferred shares convertible to common stock, subject to Nasdaq rules

5Shares subject to 6-month lock-up from conversion date

6Target closing by May 7, 2026, subject to definitive agreement, board approvals, regulatory approvals, 60-day no-shop period, and break-up fee

Current Report Details

Event Type

Regulation Fd

Exhibits Only

Disclosure

Voluntary

Variant

8-K

Items Reported

7.01

, including Exhibit 99.1. Cautionary Statement Concerning Forward-Looking Statements This Current Report contains “forward-looking statements” within the meanin

Regulation Fd

9.01

. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated March 24, 2026 . 104 Cover Page Interactive Data File (embe

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: 100% of the issued and outstanding shares of Exaware Routing Ltd. (Exaware Ltd.)
Consideration: All-stock transaction; post-transaction value ratio approximately 40% attributable to Actelis and 60% to Exaware, subject to third-party valuation, fairness opinion, adjustments, and definitive documentation; at closing, 19.9% of outstanding common stock issued to Exaware shareholders; balance in non-voting preferred shares convertible to common stock subject to Nasdaq listing requirements
Structure: All-stock

•Aiming for closing by May 7, 2026
•Subject to execution of definitive agreement, board approvals from both companies, satisfaction of customary closing conditions including regulatory approvals
•60-day non-solicitation and no-shop period
•Payment of break-up fee under specified circumstances
•Shares subject to 6-month lock-up from date of conversion of preferred shares to common stock

Exhibits (2)

8-K

CURRENT REPORT

99.1

PRESS RELEASE, DATED MARCH 24, 2026