Actelis Networks Announces Pricing of $5 Million Public Offering

Rhea-AI Summary

Actelis Networks (NASDAQ: ASNS) priced a public offering of 6,250,000 shares (or pre-funded warrants) with attached warrants to purchase up to 6,250,000 shares at a combined public offering price of $0.80 per share and associated warrant. The warrants have an exercise price of $0.80, are exercisable upon issuance and expire five years after issuance.

The offering is expected to close on or about December 19, 2025, subject to customary closing conditions, with gross proceeds of approximately $5.0 million before placement agent fees and expenses. H.C. Wainwright & Co. is the exclusive placement agent. The SEC declared the registration statement effective on December 17, 2025. Net proceeds are intended for general corporate purposes.

Positive

• $5.0 million gross proceeds from the offering
• Offering includes 6,250,000 shares plus warrants to subscribe for 6,250,000 shares
• Warrants exercisable upon issuance with 5-year term

Negative

• Potential dilution from up to 12,500,000 shares if shares and warrants convert/exercised
• Gross proceeds subject to reduction by placement agent fees and offering expenses
• Closing is conditional and expected on or about December 19, 2025, so timing is not guaranteed

Key Figures

Offering share count 6,250,000 shares Common stock (or pre-funded warrants) in public offering

Warrants issued 6,250,000 warrants Warrants to purchase common stock issued with the offering

Offering price $0.80 per share Combined public offering price per share and associated warrant

Warrant exercise price $0.80 per share Exercise price of warrants issued in the offering

Gross proceeds $5 million Expected gross proceeds before fees and expenses

Warrant term 5 years Warrants exercisable upon issuance, expiring five years later

Form S-1 file number 333-292119 Registration statement declared effective on December 17, 2025

Expected closing date December 19, 2025 Target closing date subject to customary conditions

Market Reality Check

$0.5701 Last Close

Volume Volume 1,402,969 vs 20-day avg 1,648,369 (relative volume 0.85) ahead of the offering pricing. normal

Technical Shares at $1.10, trading below 200-day MA of $5.72 and 93.82% below the 52-week high.

Peers on Argus

ASNS was down 16.67% while peers were mixed: CLRO (+1.54%), MITQ (+2.13%) versus SONM (-4.58%), SYNX (-5.22%), UTSI (-4.56%). This points to stock-specific pressure around the offering.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 17	Partnership announcement	Positive	-16.7%	IPTV partnership using Gigaline technology over existing RF coax infrastructure.
Dec 12	Customer order win	Positive	-7.5%	First hotel order for GigaLine hospitality following a new strategic partnership.
Dec 09	Listing compliance	Positive	+8.9%	Regained compliance with Nasdaq $1.00 bid price requirement under Rule 5550(a)(2).
Dec 08	Deployment milestone	Positive	+2.9%	First meaningful MetaLIGHT 650SV deployment with a major U.S. carrier.
Nov 25	Follow-on orders	Positive	+2.2%	Additional DDOT orders building on prior $2.3M DC intelligent transport deployment.

Pattern Detected

Recent positive operational updates have often seen mixed-to-negative price reactions, with several instances of sell-offs on seemingly constructive news.

Recent Company History

Over the last month, Actelis reported multiple commercial and operational milestones, including new DDOT orders of nearly $100,000, a first major deployment of its MetaLIGHT 650SV with a U.S. carrier, and hotel and IPTV partnerships. It also regained compliance with Nasdaq’s $1.00 bid requirement on Dec 9, 2025. Despite these developments, some positive headlines coincided with negative price moves, such as the Dec. 12 hotel order and Dec. 17 VITEC partnership, providing context for investor sensitivity as this $5 million public offering was priced.

Market Pulse Summary

The stock dropped -16.7% in the session following this news. A negative reaction despite the announced $5 million capital raise fits a pattern where equity offerings and warrant issuances create dilution and pressure, especially for a stock already 93.82% below its 52-week high and below the $5.72 200-day MA. Past news often involved financings and corporate actions, so investors may have focused on added share and warrant supply rather than the incremental cash, contributing to downside pressure.

Key Terms

pre-funded warrants financial

"common stock (or pre-funded warrants in lieu thereof), together with warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"together with warrants to purchase up to 6,250,000 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The warrants will have an exercise price of $0.80 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

public offering financial

"announced the pricing of a public offering of an aggregate of 6,250,000 shares"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

Form S-1 regulatory

"A registration statement on Form S-1 (File No. 333-292119) relating to the offering"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

registration statement regulatory

"A registration statement on Form S-1 (File No. 333-292119) relating to the offering"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"The offering is being made only by means of a prospectus forming part of the effective"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

placement agent financial

"H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

AI-generated analysis. Not financial advice.

SUNNYVALE, Calif, Dec. 17, 2025 (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 the pricing of a public offering of an aggregate of 6,250,000 shares of the Company’s common stock (or pre-funded warrants in lieu thereof), together with warrants to purchase up to 6,250,000 shares of common stock at a combined public offering price of $0.80 per share (or pre-funded warrant in lieu thereof) and associated warrant. The warrants will have an exercise price of $0.80 per share, will be exercisable upon issuance and will expire five years thereafter. The closing of the offering is expected to occur on or about December 19, 2025, subject to the satisfaction of customary closing conditions. 

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be $5 million, before deducting the placement agent’s fees and other offering expenses payable by the Company.  The Company intends to use the net proceeds from this offering for general corporate purposes.

A registration statement on Form S-1 (File No. 333-292119) relating to the offering was declared effective by the Securities and Exchange Commission (the “SEC”) on December 17, 2025. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC.  Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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.

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, including statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering and the anticipated use of proceeds from the offering. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements. 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), including, but not limited to, market and other conditions 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 did Actelis Networks (ASNS) announce on December 18, 2025?

Actelis priced a public offering of 6,250,000 shares (or pre-funded warrants) with warrants for 6,250,000 additional shares at $0.80 per unit, targeting $5.0 million gross proceeds.

How much capital will ASNS raise from the offering and how will proceeds be used?

The offering is expected to generate approximately $5.0 million in gross proceeds, with net proceeds intended for general corporate purposes.

When will the ASNS offering close and who is the placement agent?

The closing is expected on or about December 19, 2025, subject to customary conditions; H.C. Wainwright & Co. is the exclusive placement agent.

What are the warrant terms in the ASNS offering?

Warrants are issued with the offering, have an exercise price of $0.80, are exercisable upon issuance, and expire five years after issuance.

Will the ASNS offering dilute existing shareholders?

Yes; the offering includes 6,250,000 shares plus warrants for 6,250,000 shares, which could dilute holders if warrants are exercised.