Actelis Networks Announces Binding Term Sheet to Acquire Exaware, Entering AI Data Center Networking Market

Rhea-AI Summary

Actelis (NASDAQ: ASNS) entered a binding term sheet to acquire 100% of Israel-based Exaware in an all-stock transaction, targeting closing by May 7, 2026. The deal contemplates a post-transaction value split ~40% Actelis / 60% Exaware and issuing 19.9% of Actelis common stock to Exaware shareholders, plus non-voting preferred shares convertible into common stock subject to Nasdaq compliance and customary closing conditions. The combination aims to create a unified, cyber-hardened, end-to-end platform spanning secure edge, aggregation, and AI data-center networking to address rising AI-driven bandwidth demand.

Positive

• All-stock acquisition to add Exaware’s routing and switching platforms
• Post-transaction value split of ~40% Actelis / 60% Exaware
• Issuance of 19.9% common stock to Exaware shareholders at closing
• Targeted closing date: May 7, 2026

Negative

• Potential shareholder dilution from 19.9% common stock issuance
• Preferred shares convertible only if Nasdaq listing compliance met
• Transaction subject to regulatory approvals and customary closing conditions

Market Reaction – ASNS

-8.86% $0.39

15m delay 22 alerts

-8.86% Since News

-4.2% Trough in 3 min

$0.39 Last Price

$0.39 $0.50 Day Range

-$1M Valuation Impact

$10M Market Cap

0.3x Rel. Volume

Following this news, ASNS has declined 8.86%, reflecting a notable negative market reaction. Argus tracked a trough of -4.2% from its starting point during tracking. Our momentum scanner has triggered 22 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $0.39. This price movement has removed approximately $1M from the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Equity acquired: 100% of Exaware shares Post-transaction split: 40% Actelis / 60% Exaware Common stock to Exaware: 19.9% of outstanding common +5 more

8 metrics

Equity acquired 100% of Exaware shares Binding term sheet all-stock acquisition

Post-transaction split 40% Actelis / 60% Exaware Agreed post-transaction value ratio, subject to adjustments

Common stock to Exaware 19.9% of outstanding common Initial issuance to Exaware shareholders at closing

Lock-up period 6 months For shares issued to Exaware after preferred conversion

Non‑solicitation period 60 days Non‑solicitation and no‑shop under binding term sheet

Target closing date May 7, 2026 Parties’ target date to close the transaction

Price move 39.57% 24h move prior to this news, price at $0.43

52-week range $0.1686 – $11.50 Current price near low, far below prior high

Market Reality Check

Price: $0.4300 Vol: Volume 18,564,693 is belo...

low vol

$0.4300 Last Close

Volume Volume 18,564,693 is below 20-day average of 86,900,701 (relative 0.21). low

Technical Price at $0.43, trading below 200-day MA at $3.43 after a 39.57% gain.

Peers on Argus

Momentum scanner classifies the target as moving down while peers show mixed mov...

2 Up 1 Down

Momentum scanner classifies the target as moving down while peers show mixed moves: BOSC and FKWL up, CLRO down. Other close peers (CLRO, SONM, SYNX, MITQ, UTSI) were generally negative, supporting this as a stock-specific reaction rather than a sector-wide AI or communications equipment move.

Historical Context

5 past events · Latest: Mar 23 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 23	Transportation contract win	Positive	+39.6%	Order for hybrid fiber‑copper networking in Cincinnati ITS upgrade.
Mar 18	Full-year 2025 results	Neutral	+7.0%	Q4 revenue rebound and margin improvement despite lower full‑year revenue.
Mar 11	Japanese gov’t order	Positive	+47.6%	Governmental order in Japan for MetaLight units in critical infrastructure.
Mar 02	Caltrans project win	Positive	+1.9%	Order for MetaLight solution for San Mateo County highway modernization.
Jan 30	European gas expansion	Positive	-2.9%	Approx. $150,000 expansion order from major European gas operator.

Pattern Detected

Operational and infrastructure contract wins have frequently been followed by positive 24-hour price reactions, with one notable divergence despite positive order news.

Recent Company History

Over recent months, Actelis has reported multiple operational wins and financial updates. On Jan 30, 2026, it disclosed a European natural gas operator expansion order near $150,000, followed by U.S. transportation projects on Mar 2 and a Japanese governmental order on Mar 11. These contracts often coincided with strong positive moves, including +47.57% and +39.57% reactions. The Mar 18 2025 results showed lower annual revenue but a stronger Q4 rebound. Today’s AI-focused acquisition news follows this string of contract-driven growth updates.

Market Pulse Summary

The stock is down -8.9% following this news. A negative reaction despite positive-sounding strategic...

Analysis

The stock is down -8.9% following this news. A negative reaction despite positive-sounding strategic news would fit a pattern where funding needs, listing risk, and past dilution weighed on sentiment. Regulatory filings highlight reverse split history, a pending equity line up to $30,000,000, and prior delisting notices, all of which can overshadow long-term AI positioning. Historical news shows mostly positive moves on wins, so a sharp decline would have stood out versus earlier contract-driven gains.

Key Terms

all-stock transaction, non-solicitation, no-shop, preferred shares, +4 more

8 terms

all-stock transaction financial

"in an all-stock transaction (the “Acquisition”)."

An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.

non-solicitation regulatory

"provides for a 60‑day non‑solicitation and no‑shop period"

A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.

no-shop regulatory

"provides for a 60‑day non‑solicitation and no‑shop period"

A no-shop is a contractual promise by a company that it will not seek, solicit, or negotiate alternative offers for a set period while a potential deal is being discussed. For investors, it matters because it increases the likelihood that a proposed transaction will proceed without competing bids, which can lock in a price or limit the chance of a higher offer; think of it like agreeing to date exclusively while one person decides whether to commit.

preferred shares financial

"balance of the purchase consideration will be issued in non-voting preferred shares"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

lock-up financial

"shares issued to Exaware in the transaction will be subject to lock-up for a period"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

Nasdaq listing requirements regulatory

"convertible into Actelis common stock subject to Actelis' compliance with Nasdaq listing requirements"

NASDAQ listing requirements are the financial, governance and disclosure rules a company must meet to have its shares traded on the NASDAQ stock exchange. Think of them as the standards a business must pass to join an exclusive marketplace — they affect whether a stock can be bought easily, how much public information the company must provide, and how investors judge its credibility and risk. Meeting these rules can boost liquidity and investor confidence.

regulatory approvals regulatory

"including regulatory approvals. Subject to the fulfillment of such conditions"

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

fairness opinion financial

"subject to third-party valuation, receipt of a customary fairness opinion and adjustments"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

AI-generated analysis. Not financial advice.

Transaction expected to mark Actelis’ entry into the high-growth AI-driven data center networking market, leveraging Exaware’s rapidly expanding footprint across data center environments

Acquisition is designed to enable a unified, multi-layer, cyber-hardened networking platform spanning secure edge, aggregation, and data center connectivity for rapid, reliable and cost-effective deployment

Subject to completion, the combined company will be positioned to capitalize on accelerating global demand for AI-driven bandwidth and network modernization

SUNNYVALE, Calif., March 24, 2026 (GLOBE NEWSWIRE) -- Actelis Networks, Inc. (NASDAQ: ASNS) ("Actelis" or the "Company"), a market leader in cyber-hardened, rapid deployment networking solutions for IoT and broadband applications, today announced it has entered into a binding term sheet to acquire 100% of the issued and outstanding shares of Exaware Ltd., an Israel-based provider of high-throughput routing, switching, and open networking platforms ("Exaware"), in an all-stock transaction (the “Acquisition”). The planned Acquisition will signal Actelis' entry into the fast-growing AI-driven data center networking market, leveraging Exaware's cutting-edge, high-throughput routing, switching, and open networking platforms. The Acquisition is aimed to position Actelis as a strategic bridge between high-capacity cloud data center infrastructure and secure, cyber-hardened edge connectivity as AI usage expands across the full network stack.

As AI and data-intensive applications drive what many view as an unprecedented expansion in global network infrastructure, operators, enterprises, and government entities are responding to a surge in demand for higher-capacity, more resilient connectivity. This transaction is intended to strengthen Actelis’ ability to participate in that accelerating investment cycle across AI, cloud, telecom, defense, federal, and critical infrastructure networks.

By combining Actelis’ secure edge expertise with Exaware’s advanced routing and switching platforms, subject to completion of the transaction, the companies aim to create an integrated, end-to-end architecture spanning edge, aggregation, and data center environments. Designed to address the unprecedented bandwidth demands driven by AI and cloud expansion, this unified framework would integrate Actelis’ fiber-grade, rapid-deployment connectivity with Exaware’s scalable ExaNOS operating system to deliver high-performance, cyber-hardened networking across telecom, enterprise, defense, federal, and mission-critical data center environments. The combined platform would extend from IoT edge connectivity to high-capacity core and data center routing and is expected to redefine how operators approach infrastructure modernization - accelerating deployment cycles and supporting the next generation of AI-driven networks.

"The AI era demands a radical rethink of the entire network stack, far beyond the data center alone," said Tuvia Barlev, Chief Executive Officer of Actelis. "By joining forces with Exaware, we are aligning complementary strengths across edge, aggregation, and core infrastructure. Actelis has built a strong position delivering secure, fiber-grade connectivity at the edge, and integrating Exaware’s software-enabled open platforms delivering high-throughput routing enables us to expand that foundation into a broader, unique, multi-layer architecture positioned to lead the next phase of AI-driven network modernization with a highly cost-effective, rapid deployment offering."

"Exaware has aggressively expanded its presence in data center networking through high-throughput switching and open networking deployments, while continuing to deliver carrier-grade routing solutions to telecom and infrastructure operators," said Ronen Hovav, Chief Executive Officer of Exaware. "I believe that combining our platforms with Actelis’ secure edge solutions will create a powerful, highly cost-effective, end-to-end architecture spanning edge, aggregation, and data center environments. As bandwidth demand accelerates at an unprecedented pace, this combination positions the combined company to lead the next wave of AI-driven connectivity transformation across the entire network stack."

Transaction Terms

Under the binding term sheet, Actelis will acquire 100% of the equity of Exaware in an all-stock transaction. The agreed post-transaction value ratio reflects approximately 40% attributable to Actelis and 60% to Exaware, subject to third-party valuation, receipt of a customary fairness opinion and adjustments, as well as definitive documentation.

At closing, Actelis expects to issue 19.9% of its outstanding common stock to Exaware shareholders. The balance of the purchase consideration will be issued in non-voting preferred shares, convertible into Actelis common stock subject to Actelis' compliance with Nasdaq listing requirements and other applicable rules and regulations. The shares issued to Exaware in the transaction will be subject to lock-up for a period of six months from the date of conversion of preferred shares to common stock.

The transaction remains subject to the execution of a definitive agreement, board approvals from both companies, and the satisfaction of customary closing conditions, including regulatory approvals. Subject to the fulfillment of such conditions, the parties are aiming towards closing the transaction by May 7, 2026. The binding term sheet provides for a 60‑day non‑solicitation and no‑shop period, and includes the payment of a break‑up fee under specified circumstances.

About Actelis Networks, Inc.
Actelis Networks, Inc. (NASDAQ: ASNS) is a market leader in hybrid fiber, cyber-hardened networking solutions for rapid deployment in wide-area IoT applications, including government, ITS, military, utility, rail, telecom, and campus networks. Actelis' innovative portfolio offers fiber-grade performance with the flexibility and cost-efficiency of hybrid fiber-copper networks. Through its "Cyber Aware Networking" initiative, Actelis also provides AI-based cyber monitoring and protection for all edge devices, enhancing network security and resilience. For more information, please visit www.actelis.com.

About Exaware Ltd.
Exaware Ltd. develops high-throughput routing, switching, and open networking solutions designed for data center, telecom, and high-capacity aggregation environments. Founded in 2008 and headquartered in Israel, Exaware serves carriers and networking operators across telecom and infrastructure markets. The company’s platforms leverage disaggregated IP/MPLS architectures and open networking principles to deliver scalable, performance-driven connectivity across modern network infrastructures. In recent years, Exaware has expanded its activity in data center networking deployments while continuing to support carrier-grade routing applications in telecom and service provider environments. For more information, please visit www.exaware.com.

Forward-looking Statements
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project," “looking forward,” and similar expressions that are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the anticipated completion of the proposed acquisition, the expected timing of closing, the potential benefits of the transaction, post-closing integration, and the combined company’s future performance and positioning within AI-driven network markets. There can be no assurance that definitive agreements will be executed, that the transaction will be completed on the anticipated terms or timeline, or that the expected strategic or financial benefits of the transaction will be realized. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results to differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company's filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Investor Relations Contact
Arx Investor Relations
North American Equities Desk
actelis@arxhq.com

FAQ

What are the key economic terms of Actelis (ASNS) proposed acquisition of Exaware?

The deal is an all-stock transaction with a post-transaction split of ~40% Actelis / 60% Exaware. According to the company, Actelis expects to issue 19.9% of outstanding common stock to Exaware shareholders and additional convertible non-voting preferred shares.

When does Actelis (ASNS) expect to close the Exaware acquisition?

Actelis aims to close the transaction by May 7, 2026. According to the company, closing remains subject to executing a definitive agreement, board approvals and customary regulatory and closing conditions.

How will the Exaware acquisition affect Actelis (ASNS) shareholder ownership?

At closing, Exaware shareholders will receive 19.9% of Actelis common stock plus preferred shares. According to the company, the post-transaction value ratio is approximately 40% Actelis and 60% Exaware.

Are the convertible preferred shares in the Actelis (ASNS) deal immediately tradable?

No, the preferred shares are non-voting and convertible into common stock only if Nasdaq compliance conditions are met. According to the company, converted shares will be subject to a six-month lock-up period.

What strategic benefits does Actelis (ASNS) expect from acquiring Exaware?

Actelis expects to combine secure edge connectivity with Exaware’s high-throughput routing and open networking to create an end-to-end AI-ready network platform. According to the company, the goal is faster, cyber-hardened deployments across edge-to-data-center environments.

What approvals or conditions could delay the Actelis (ASNS) and Exaware deal?

The transaction requires definitive documentation, board approvals and regulatory clearances; these could delay or prevent closing. According to the company, the binding term sheet also includes a 60-day no-shop and a break-up fee under specified circumstances.