Blog: ACTELIS NETWORKS INC : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) –

Item 7.01. Regulation FD.

On November 22, 2022, Actelis Networks, Inc. (the “Company”) issued a press
release announcing that the Company’s Board of Directors (the “Board”) has
authorized a share repurchase program, pursuant to which the Company may
repurchase up to $1.0 million of its outstanding shares of common stock. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form

The information included in this Item 7.01, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing. The information set forth under this Item 7.01 shall not be
deemed an admission as to the materiality of any information in this Current
Report on Form 8-K that is required to be disclosed solely to satisfy the
requirements of Regulation FD.

Item 8.01 Other Events.

On November 17, 2022, the Board authorized a stock repurchase program pursuant
to which the Company intends to repurchase up to $1.0 million of its outstanding
shares of common stock. The Board authorized the Company to purchase its common
stock from time to time on a discretionary basis through open market or private
transactions, through block trades, and pursuant to any trading plan that may be
adopted in accordance with Rule 10b5-1 of the Exchange Act and other applicable
legal requirements.

Repurchases under the share repurchase program will be made at management’s
discretion at prices management considers to be attractive and in the best
interests of both the Company and its stockholders, subject to the availability
of stock, general market conditions, the trading price of the stock, alternative
uses for capital, and the Company’s financial performance. The repurchase
program may be suspended, terminated or modified at any time for any reason,
including market conditions, the cost of repurchasing shares, the availability
of alternative investment opportunities, liquidity, and other factors deemed
appropriate. These factors may also affect the timing and amount of share
repurchases. The repurchase program does not obligate the Company to purchase
any particular number of shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Exhibit Description
99.1            Press release issued by the registrant on November 22, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)


© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in: Logo

You are commenting using your account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s