Actelis Networks, Inc. SEC Filings

Actelis Networks, Inc. filed a current report to note that on January 13, 2026, its Chief Executive Officer issued a letter to shareholders. The company released this communication through a press release titled “Actelis Networks CEO Issues Letter to Shareholders.”

The press release is included as Exhibit 99.1 to the report and is incorporated by reference, meaning the detailed message to shareholders is contained in that exhibit rather than in the body of the report itself.

Actelis Networks, Inc. updated its at-the-market equity program, filing a new prospectus supplement that increases the aggregate offering price of its common stock that may be offered and sold under its At-the-Market Offering Agreement with H.C. Wainwright & Co., LLC by $12,000,000. The agreement, originally entered into on September 25, 2024, has an effectiveness period running from September 25, 2024 until September 24, 2027. Any offers and sales under this program may be made pursuant to the company’s effective Form S-3 shelf registration statement and related prospectus, as supplemented by multiple prospectus supplements, including the current one dated January 9, 2026, and the company is under no obligation to sell any shares during the effectiveness period.

Actelis Networks, Inc. is updating its at-the-market program to permit sales of up to $12,000,000 of common stock through H.C. Wainwright & Co. under its shelf registration statement. This new capacity is in addition to shares of common stock with an aggregate sales price of approximately $4.7 million that have already been sold under the prior prospectus.

The company explains that this limit reflects General Instruction I.B.6 of Form S-3, which caps primary offerings at one-third of public float when that float is below $75.0 million. Actelis reports a public float of about $39.9 million, based on 8,037,779 shares held by non-affiliates at a price of $4.97 per share as of November 12, 2025. Its common stock trades on the Nasdaq Capital Market under the symbol ASNS, and the last reported sale price was $0.50 per share on January 8, 2026. The company is classified as an emerging growth and smaller reporting company and highlights that investing in its securities involves significant risks.

Actelis Networks, Inc. is calling a special stockholder meeting to approve the issuance of common stock under its equity line of credit purchase agreement with White Lion Capital, LLC, and to allow potential adjournment of the meeting if more votes are needed. The Common Stock Purchase Agreement gives Actelis the right, but not the obligation, to sell up to $30,000,000 of newly issued common stock to White Lion during a commitment period running to October 1, 2028, subject to Nasdaq Listing Rule 5635(d) limits and other conditions. The board is asking stockholders to authorize issuances above Nasdaq’s 19.99% exchange cap so the company can fully use this facility. The proxy explains that any shares issued to White Lion would dilute existing holders’ voting power and economic interests and could pressure the stock price, while also describing the voting process, quorum requirements, and ownership of major stockholders as of the December 31, 2025 record date.

Actelis Networks, Inc. furnished a new corporate investor presentation that it has posted on its website and plans to use in meetings with investors, shareholders and analysts. The presentation is included as Exhibit 99.1 and is described as containing forward-looking statements that are subject to important limitations and risk factors discussed in the company’s other SEC reports.

The company also explained that it may share material information about its finances, product development and other matters through its website, SEC filings, press releases, public conference calls and webcasts, and it encourages interested parties to follow these channels for updates.

Actelis Networks, Inc. is conducting a best-efforts primary offering of up to 1,639,344 shares of common stock, each sold with a common warrant, at an assumed combined public offering price of $3.05. Investors that would otherwise exceed 4.99% or 9.99% ownership may buy pre-funded warrants instead of shares, also paired with common warrants, and the company is registering the shares issuable from time to time upon exercise of the pre-funded, common and placement agent warrants.

Before this deal, 1,747,844 shares of common stock were outstanding as of December 9, 2025, and if all shares are sold (with no warrant exercises) that would rise to 3,387,188 shares, meaning substantial dilution to existing holders. At the assumed price and full subscription, Actelis estimates net proceeds of about $4.46 million, to be used for general corporate purposes.

The company highlights recent financings, including a July 2025 private placement of approximately $1 million, a September 2025 warrant inducement that raised about $1.6 million, and a September 2025 private placement of roughly $850,000, as well as an equity line of credit allowing sales of up to $30,000,000 of common stock. Actelis has a history of net losses, with a $5.7 million net loss for the nine months ended September 30, 2025 and an accumulated deficit of $50 million, and recently regained Nasdaq compliance after a 10‑for‑1 reverse split effected on November 18, 2025.

Actelis Networks, Inc. has filed an amended Form S-1 to register up to 10,585,549 shares of common stock for resale by White Lion Capital, LLC. These shares relate to an equity line of credit under a Common Stock Purchase Agreement for up to $30.0 million of potential aggregate gross proceeds, plus a related September 2025 private placement that included common stock and pre-funded warrants. Components of the registered shares include up to 10,000,000 shares that Actelis may sell to White Lion, 234,375 commitment shares, 87,177 PIPE shares, and 263,997 shares issuable upon exercise of pre-funded warrants. Actelis will not receive proceeds from White Lion’s resale of the registered shares, but may receive cash when it sells shares to White Lion under the equity line or upon warrant exercises. As of November 21, 2025, Actelis had 1,747,844 shares of common stock outstanding, and has recently effected a 10-for-1 reverse split to help maintain its Nasdaq Capital Market listing under the symbol “ASNS.”

Actelis Networks (ASNS) approved and enacted a 1-for-10 reverse stock split. The company filed a Certificate of Amendment in Delaware, and the split becomes effective at 8:00 a.m. Eastern Time on November 18, 2025. Trading on the Nasdaq Capital Market will begin on a split-adjusted basis that morning under the same ticker, ASNS.

Every 10 shares of common stock will convert into 1 share, with no change to par value. Outstanding options and warrants will be proportionally adjusted for both exercise price and underlying share count. Any resulting fractional shares will be rounded up to the next whole share. The new CUSIP for the common stock is 00503R 508, and VStock Transfer, LLC will serve as the exchange agent.