Actelis Networks, Inc. (NasdaqCM:ASNS) entered into a binding term sheet to acquire 75% stake in Quality Industrial Corp. (OTCPK:QIND) from Ilustrato Pictures International Inc. (OTCPK:ILUS) and others on May 23, 2024. At the Closing, in consideration for the purchased shares, Actelis will issue to the Sellers 19.99% of its common stock and preferred non-voting shares for the balance of the consideration. The preferred shares shall not be convertible to common stock prior to six months after the closing until such time as a registration statement is declared effective, whichever occurs sooner.

The binding term sheet is subject to customary due diligence requirements and other covenants including but not limited to the raising of additional funding.