Actelis Networks (NASDAQ: ASNS) expands at-the-market stock program by $12M

Rhea-AI Filing Summary

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2026 

Actelis Networks, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41375		52-2160309
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

710 Lakeway Drive, Suite 200, Sunnyvale CA		94805
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (510) 545-1045

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ASNS		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events. 

On January 9, 2026, Actelis Network Inc. (the “Company”) filed an updated prospectus supplement dated January 9, 2026, with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company increased the aggregate offering price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) that it may offer and sell pursuant to the At-the-Market Offering Agreement (the “Offering Agreement”) that the Company entered into with H.C. Wainwright & Co., LLC on September 25, 2024 by $12,000,000. The Offering Agreement has an effectiveness period of September 25, 2024 until September 24, 2027 (the “Effectiveness Period”).

The offer and sale of the Common Stock may be made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-282199) filed by the Company with the SEC on September 18, 2024, and declared effective by the SEC on September 25, 2024, as supplemented by a prospectus supplement dated September 25, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act, as further supplemented by prospectus supplement dated March 3, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act, as further supplemented by prospectus supplement dated January 9, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act (the “Current Prospectus Supplement”). The Company is in no obligation to sell the Common Stock under the Offering Agreement during the Effectiveness Period.

A copy of the legal opinion as to the legality of the sales of shares of Common Stock issuable under the Offering Agreement and covered by the Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
5.1		Opinion of Greenberg Traurig, LLP
23.1		Consent of Greenberg Traurig, LLP (included in Exhibit 5.1 hereto)
104		Cover Page Interactive Data File (embedded within the Inline XBRL documents)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ACTELIS NETWORKS, INC.
January 9, 2026	By:	/s/ Tuvia Barlev
		Name:	Tuvia Barlev
		Title:	Chief Executive Officer

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FAQ

What did Actelis Networks (ASNS) disclose in this 8-K filing?

Actelis Networks disclosed that it filed an updated prospectus supplement dated January 9, 2026, which increases the aggregate offering price of its common stock that may be sold under its existing At-the-Market Offering Agreement by $12,000,000.

What is the size of the new at-the-market capacity increase for Actelis Networks?

The company increased the aggregate offering price of its common stock that may be offered and sold under the At-the-Market Offering Agreement by $12,000,000.

Which firm acts as sales agent under Actelis Networks' At-the-Market Offering Agreement?

The At-the-Market Offering Agreement for Actelis Networks’ common stock is with H.C. Wainwright & Co., LLC.

Over what period is Actelis Networks' At-the-Market Offering Agreement effective?

The At-the-Market Offering Agreement has an effectiveness period from September 25, 2024 until September 24, 2027.

Is Actelis Networks required to sell shares under the At-the-Market Offering Agreement?

No. The company states that it is under no obligation to sell common stock under the At-the-Market Offering Agreement during the effectiveness period.

What registration statement covers Actelis Networks' at-the-market offering?

Offers and sales of common stock under the At-the-Market Offering Agreement may be made pursuant to Actelis Networks’ shelf registration statement on Form S-3 (File No. 333-282199) and the related prospectus, as supplemented by prospectus supplements dated September 25, 2024, March 3, 2025, and January 9, 2026.

What key legal exhibit is included with this Actelis Networks 8-K?

The filing includes as Exhibit 5.1 the opinion of Greenberg Traurig, LLP regarding the legality of the shares of common stock issuable under the At-the-Market Offering Agreement and covered by the current prospectus supplement, along with a related consent in Exhibit 23.1.