Welcome to our dedicated page for Actelis Networks SEC filings (Ticker: ASNS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Actelis Networks filings document material events, trading-venue status, governance matters and capital-structure disclosures for a public networking-technology company. Recent Form 8-K reports cover the company’s OTCQB commencement, Nasdaq delisting and transfer matters, Regulation FD press releases, annual operating and financial results, and emerging growth company status.
Proxy and meeting-related filings describe shareholder voting matters tied to common-stock issuance authorization, reverse stock split authority and other capital-structure proposals. The filing record also includes disclosures on common stock, quorum and voting mechanics, material agreements, board-authorized share repurchase activity, and risk-qualified forward-looking statements.
ACTELIS NETWORKS INC CEO Tuvia Barlev reported a small, non-discretionary share sale linked to tax withholding. He sold 13,801 shares of common stock at $0.0845 per share in an open-market transaction on May 18, 2026 to cover tax obligations from vesting Restricted Stock Units.
The company required this "sell to cover" transaction, so it was not a voluntary sale decision by Barlev. After the transaction, he held 74,244 shares directly, including 46,297 shares underlying RSUs that remain subject to forfeiture until they vest.
Actelis Networks disclosure: S.H.N. Financial Investments Ltd. amended its Schedule 13G/A to report beneficial ownership of 812,500 instruments related to common stock. The filing states the 812,500 figure represents warrants to purchase common stock and reports a 3.0% ownership percentage based on 26,725,763 shares outstanding as reported in the issuer's Form 10-K.
The amendment identifies the reporting person as S.H.N. Financial Investments Ltd. (Israel) and notes Nir Shamir as CEO of the reporting person. Signature block is dated 05/15/2026.
Actelis Networks Inc ownership update: L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 500,000 shares of Common Stock, representing 1.8% based on 26,725,763 shares outstanding as of March 18, 2026. The filing amends prior reports and notes the shares were purchased on December 19, 2025. The record states 500,000 warrants to purchase Common Stock are reflected in certain cover-page rows. Directors David Feldman and Joel Arber are named as directors of the reporting fund with a stated pecuniary-interest disclaimer.
Actelis Networks reported fiscal first quarter 2026 revenue of $958 thousand, up 33% year-over-year from $721 thousand, driven by larger orders in U.S. federal, telecom and intelligent traffic systems markets, especially in North America, Europe and Asia-Pacific.
Gross profit was $235 thousand, with gross margin falling to 25% from 35% a year earlier due to an unusually low-margin U.S. deal of about $200 thousand and higher indirect costs including foreign exchange and inventory-related expenses. Operating expenses were broadly flat at $2.10 million, leading to an operating loss of $1.86 million.
Net loss widened to $2.46 million, or $(0.16) per share, compared with $1.86 million, or $(2.18) per share, largely reflecting a non-cash $625 thousand commitment fee increase under the equity line of credit and other financial items. Adjusted EBITDA loss was $1.79 million. Cash and cash equivalents, including restricted cash, rose to about $7.5 million as of March 31, 2026, from about $4.4 million at year-end 2025, mainly from $6.9 million of at-the-market stock sales, partly offset by share repurchases and cash used in operations.
Actelis Networks reported Q1 2026 revenue of $958,000 and a net loss of $2.46 million, as higher sales were more than offset by increased costs and financial charges. Operating loss was $1.86 million and adjusted EBITDA was a loss of $1.79 million, indicating the core business remains unprofitable.
Cash, cash equivalents and restricted cash rose to $7.55 million, helped by issuing 18.4 million new shares via an at-the-market program for roughly $6.9 million in net proceeds, partially offset by repurchasing 2.67 million shares for about $1.0 million. Management states there is substantial doubt about the company’s ability to continue as a going concern.
During the quarter Actelis was delisted from Nasdaq and moved to the OTCQB market, limiting liquidity. It also signed a binding all-stock term sheet to acquire Exaware, targeting a post-transaction value split of about 40% for Actelis and 60% for Exaware, subject to definitive agreement and customary approvals.
Actelis Networks, Inc. reports that the Reporting Persons beneficially own 1,118,903 shares of Common Stock, representing 4.0% of the class as of March 31, 2026. The filing bases the percentage on 26,725,763 shares outstanding as of March 15, 2026 and states the position comprises 81,301, 162,602 and 875,000 shares issuable upon exercise of three warrants held by Intracoastal.
Actelis Networks, Inc. announced that its common stock has begun trading on the OTCQB Venture Market, effective at the open of business on April 24, 2026, under the symbol “ASNS”. This follows the previously announced move of its listing from The Nasdaq Capital Market to the OTC Markets.
The company describes OTCQB as a marketplace for developing and entrepreneurial companies that are current in their SEC reporting and meet minimum listing standards. Actelis states it continues to operate its business as usual and is evaluating options to restore its listing on Nasdaq, while progressing in federal, transportation, utilities and telecom markets. The company cautions there can be no assurance of an active OTCQB trading market, continued market making, or the timing or outcome of any Nasdaq relisting efforts.
Actelis Networks, Inc. reported the results of its 2026 Special Meeting of Stockholders held on April 13, 2026. Stockholders representing 3,131,194 shares of common stock, about 35.75% of the 8,759,402 shares outstanding as of the February 13, 2026 record date, were present in person or by proxy, constituting a quorum.
Stockholders authorized, in accordance with Nasdaq Listing Rule 5635(d), the issuance of common stock under the Company’s ELOC Purchase Agreement, with 798,074 votes for, 285,504 against and 2,964 abstentions, and 2,044,652 broker non-votes. They also approved an amendment to the Amended and Restated Certificate of Incorporation to permit a reverse stock split of the Company’s common stock at a ratio between 1-for-10 and 1-for-25, as determined by the board of directors, with 2,641,144 votes for, 483,887 against and 6,163 abstentions.
A proposal to adjourn the Special Meeting to solicit additional proxies, if needed, was withdrawn because both main proposals received sufficient support.
Actelis Networks, Inc. reports that a Nasdaq Hearings Panel has denied its appeal for continued listing, and trading of its common stock on the Nasdaq Capital Market will be suspended at the open of trading on April 10, 2026.
The delisting follows prior non-compliance with Nasdaq’s $1.00 per share minimum bid price rule after a recent 1-for-10 reverse stock split. Actelis plans for its shares to be quoted on the OTC Markets, aims to trade on the OTCQB Venture Market, and states that its business operations and SEC reporting status are expected to continue unchanged.
Actelis Networks has entered into a binding term sheet to acquire Exaware Ltd. in an all-stock transaction, aiming to expand from secure edge networking into the fast-growing AI-driven data center networking market. The agreed post-transaction value split is approximately 40% attributable to Actelis and 60% to Exaware, subject to third-party valuation and a fairness opinion. At closing, Actelis expects to issue 19.9% of its outstanding common stock to Exaware shareholders, with the remaining consideration in non-voting preferred shares convertible into common stock subject to Nasdaq and other rules. The deal is conditioned on definitive agreements, board and regulatory approvals, and customary closing conditions, with a targeted closing by May 7, 2026, and includes a 60-day no-shop period and a break-up fee. There is no assurance the acquisition will be completed.