STOCK TITAN

Actelis Networks Q3 2026 net loss narrows 37% to $1.25M

North American revenue increased 170% in the quarter, with deliveries to federal and intelligent transportation customers cited as a driver.

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Form Type
8-K

Rhea-AI Filing Summary

Actelis Networks (ASNS) reported third-quarter 2026 revenue of $1.081 million, up 68% from $643,000 a year earlier, with gross margin rising to 40% from 28%. Net loss narrowed 37% to $1.247 million, or a loss of $0.04 per basic and diluted share, from $1.980 million. Operating loss was $1.478 million, compared with $1.929 million.

For the first nine months of 2026, revenue was $3.171 million, up 38% year over year, and net loss was $5.096 million, down 11% from $5.741 million. Gross margin for the nine-month period was 39%, compared with 32%. Adjusted EBITDA loss, a non-GAAP measure, was $1.406 million for the quarter and $4.706 million for the nine months.

Cash, cash equivalents and restricted cash totaled $4.8 million as of September 30, 2026, versus $1.8 million a year earlier; operating activities used $4.559 million in cash during the first nine months. Actelis said its U.S. Marine Corps work delivered cyber-hardened VoIP service to 65 buildings using existing wiring in days. The company also cited federal and intelligent transportation sales and a renewal order to a large U.S. carrier.

3 points · 0 major

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Positive

  • Moderate pointThird-quarter revenue increased 68% year over year to $1.081 million.
  • Moderate pointThird-quarter net loss narrowed 37% to $1.247 million.
  • Minor pointNine-month revenue increased 38% to $3.171 million.

Negative

  • None.

Filing Explained

The September 30 liquidity comparison equaled 489.3 days of third-quarter operating cash outflow at that quarter’s rate, a historical comparison rather than a forecast.

Actelis disclosed third-quarter 2026 results in an attached press release. Its unaudited balance sheet reports 28,851,829 common shares issued at September 30, 2026, versus 8,059,461 at December 31, 2025; the higher share count reduces existing holders’ percentage ownership absent offsetting changes.

Sources and calculations
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate ($4,831,000 + $67,000) / ($921,000 / 92) = 489.3 days
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $1.081 million Third quarter 2026; up 68% year over year
Gross margin 40% Third quarter 2026; 28% in the prior-year quarter
Net loss $1.247 million Third quarter 2026; 37% lower year over year
Adjusted EBITDA loss $1.406 million Third quarter 2026; $1.821 million in the prior-year quarter; non-GAAP measure
Revenue $3.171 million Nine months ended September 30, 2026; up 38% year over year
Cash, cash equivalents and restricted cash $4.831 million As of September 30, 2026
Adjusted EBITDA financial
"Adjusted EBITDA loss, a non-GAAP measure of operating performance"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
pre-funded warrants financial
"change in the fair value of pre-funded warrants and common warrants classified as liabilities"
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.
right-of-use assets financial
"Operating lease right-of-use assets obtained in exchange for operating lease liabilities"
Right-of-use assets are the rights a company gains to use a physical space or equipment under a lease agreement. They are recorded as assets on the company's balance sheet, reflecting the value of future benefits from the leased item. For investors, these assets provide a clearer picture of a company's obligations and resources related to leasing arrangements, helping to assess its financial health and operational commitments.
equity line of credit financial
"including under its equity line of credit"
An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.
hybrid fiber-copper networks technical
"flexibility and cost-efficiency of hybrid fiber-copper networks"
Revenue $1.081 million Up 68% year over year
Gross margin 40% Up from 28% in the prior-year quarter
Net loss $1.247 million Down 37% year over year
Adjusted EBITDA loss $1.406 million Compared with $1.821 million in the prior-year quarter

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was ASNS revenue in the third quarter of 2026?

ASNS reported third-quarter 2026 revenue of $1.081 million, up 68% from $643,000 in the third quarter of 2025. Actelis attributed the increase primarily to expanded sales to U.S. federal and intelligent transportation customers, along with sales to customers in EMEA and Asia-Pacific.

How much was ASNS's third-quarter 2026 net loss?

ASNS reported a third-quarter 2026 net loss of $1.247 million, or a loss of $0.04 per basic and diluted share, 37% lower than the $1.980 million loss in the prior-year quarter. Actelis attributed the decrease to higher sales, improved gross margin, lower operating expenses and income from warrant fair-value changes, partly offset by foreign-exchange effects.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001141284 0001141284 2026-11-10 2026-11-10 0001141284 dei:FormerAddressMember 2026-11-10 2026-11-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): November 10, 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 Number)

 

710 Lakeway Drive, Suite 200, Sunnyvale, CA 94085
(Address of principal executive offices)

 

(510) 545-1045

(Registrant’s telephone number, including area code)

 

4039 Clipper Court, Fremont, CA 94538

(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 (see General Instructions A.2. below):

 

☐ 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
None   N/A   N/A

 

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 2.02 Results of Operation and Financial Condition.

 

On November 10, 2026, Actelis Networks, Inc. issued a press release which included its results of operations for the third quarter ended September 30, 2026. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein in its entirety.

 

The information included in this Item 2.02 of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in any such filing, except as expressly set forth by specific reference in such filing.

 

Item 7.01 Regulation FD Disclosures.

 

The matters described in Item 2.02 of this Current Report on Form 8-K are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

The following exhibits are filed herewith or incorporated herein by reference:

 

Exhibit No.   Description.
99.1   Press Release, dated November November 10, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURES

 

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.
   
Dated: November 10, 2026 By: /s/ Yoav Efron
  Name:  Yoav Efron
  Title: Deputy Chief Executive Officer and
Chief Financial Officer

 

2

 

Exhibit 99.1

 

Actelis Networks Reports Third Quarter 2026 Financial Results and Provides Business Update

 

Third-quarter revenue up 68% year over year to $1.1 million, the third consecutive quarter of year-over-year growth

Gross margin improved to 40% from 28% in the prior-year quarter and operating expenses fell 13%, narrowing net loss by 37%

U.S. Marine Corps modernization and Alaska carrier orders drive federal and broadband momentum

 

SUNNYVALE, Calif., November 10, 2026 -- Actelis Networks, Inc. (OTCQB: ASNS) (“Actelis” or the “Company”), a market leader in cyber-hardened, rapid-deployment networking solutions for IoT and broadband applications, today reported financial results for the third quarter and nine months ended September 30, 2026.

 

“We grew revenue year over year for the third quarter in a row, and this quarter we did it with a wider margin and a lower cost base: revenue grew 68%, gross margin rose to 40% from 28% and operating expenses fell 13%, cutting our net loss by more than a third compared with the third quarter of 2025,” said Tuvia Barlev, Chairman and Chief Executive Officer of Actelis Networks. “North American revenue rose 170%, driven by deliveries to federal and intelligent transportation customers.”

 

“Our work for the U.S. Marine Corps illustrates why customers, and the military in particular, choose Actelis. Using the base’s existing wiring, we brought fiber-grade, cyber-hardened VoIP service to 65 buildings in days, at a fraction of the cost and time of laying new fiber. We are taking that same combination of speed, security, and cost to more federal programs, to carriers closing the digital divide in places like Alaska, and to transportation agencies and hospitality operators.”

 

“Our momentum is accelerating in federal and military networking, as well as in intelligent transportation, cyber-hardened software and services, and hospitality and professional audiovisual applications, and we have achieved a leaner cost base in parallel. Our focus is on converting more of these opportunities into revenue, along with the strategic and capital-markets steps that support our effort to return to Nasdaq.”

 

Third Quarter 2026 Business and Financial Highlights

 

●Third consecutive quarter of year-over-year revenue growth. Revenue increased 68% to $1.1 million in the third quarter of 2026, compared with $0.64 million in the third quarter of 2025, driven by deliveries to federal and intelligent transportation customers in the U.S. North American revenue increased 170%, and Asia-Pacific revenue increased 233% compared with the prior-year quarter.

 

Revenue for the first nine months of 2026 increased 38% to $3.2 million, compared with $2.3 million for the first nine months of 2025, with North American revenue up 56%, and EMEA and Asia-Pacific revenue each up 13%.

 

 

 

 

●Wider margin, lower costs and narrower losses. Gross margin increased to 40% from 28% in the third quarter of 2025, and gross profit more than doubled to $0.43 million from $0.18 million. Total operating expenses declined 10% to $1.9 million from $2.1 million, the lowest level of any quarter in 2026, with sales and marketing expenses down 24% and general and administrative expenses down 14%; excluding $73 thousand of government grant income in the prior-year quarter, operating expenses declined 13%. Operating loss narrowed 23% to $1.5 million, net loss 37% to $1.2 million and Adjusted EBITDA loss 23% to $1.4 million. For the first nine months, gross margin improved to 39% from 32%.

 

●Federal and military momentum. Actelis delivered a cyber-hardened, fiber-grade networking upgrade that brings digital VoIP service to 65 buildings at a U.S. Marine Corps base over existing wiring, without new fiber construction. The Company also deepened engagement with U.S. Army communications networking leaders and defense integrators at AFCEA TechNet Augusta, and sees a strong fit with more than 15 federal programs of record, where a growing number of major partners are trialing Actelis’ solutions for larger programmatic deployments.

 

●Carrier broadband, software and cyber services. Regional carriers in Alaska placed orders to extend business-class broadband to remote schools and healthcare facilities over existing infrastructure, and Actelis continued to deliver upgraded software and services to a leading North American carrier under a renewal contract. The Company also released new cyber-hardened software for vulnerability mitigation, being introduced alongside related services to help existing and new customers meet required security standards.

 

●Intelligent transportation and hospitality expansion. Actelis plans to introduce a new GL800 Gigabit-speed product in the fourth quarter of 2026 for transportation and smart-city applications as it expands its work with cities, transportation agencies and ITS partners. In hospitality and professional AV, the Company is working with large partners, including VITEC, to bring its technology into buildings where upgrading existing wiring accelerates deployment and reduces the need for new cabling.

 

●Steps toward a return to Nasdaq. Relisting on Nasdaq remains a strategic priority. In July 2026, the Company amended its $30 million equity line of credit so that it can be used while the Company’s shares trade on the OTCQB. In April 2026, shareholders approved a reverse stock split within a range of 1-for-10 to 1-for-25. The Board of Directors has until April 2027 to decide whether and when to implement it.

 

●Inorganic growth through M&A. Actelis is pursuing M&A with a cyber and AI focus as a means of accelerating growth and scale.

 

Third Quarter and Nine Months 2026 Financial Results

 

Revenue for the third quarter of 2026 was $1.1 million, compared with $0.64 million for the third quarter of 2025, an increase of 68%. The increase was primarily attributable to an expansion of the Company’s sales footprint to Federal and Intelligent Transportation Systems (“ITS”) customers in the U.S., as well as to other customers in Europe, the Middle East and Africa (“EMEA”), with revenue increases of 170% in North America, 3% in EMEA and 233% in Asia-Pacific. For the first nine months of 2026, revenue was $3.2 million, compared with $2.3 million for the corresponding period of 2025, an increase of 38%. The increase was primarily attributable to an expansion of the Company’s sales footprint, including delivery of a renewal order to a large U.S. carrier for software and services and sales to ITS customers in the U.S. and EMEA, with revenue increases of 56% in North America, 13% in EMEA and 13% in Asia-Pacific.

 

2

 

 

Cost of revenues for the third quarter of 2026 was $0.65 million, compared with $0.46 million for the third quarter of 2025. For the first nine months of 2026, cost of revenues was $1.9 million, compared with $1.6 million for the corresponding period of 2025. The increases were primarily attributable to higher sales volume and were in line with the increase in revenue and software revenue mix.

 

Gross profit for the third quarter of 2026 was $0.43 million, or 40% of revenue, compared with $0.18 million, or 28% of revenue, for the third quarter of 2025. For the first nine months of 2026, gross profit was $1.25 million, or 39% of revenue, compared with $0.74 million, or 32% of revenue, for the first nine months of 2025.

 

Research and development expenses were $0.62 million for the third quarter of 2026, compared with $0.59 million in the prior-year quarter. For the first nine months of 2026, research and development expenses were $2.0 million, compared with $1.9 million for the corresponding period of 2025. The expenses remained substantially consistent with the prior-year periods, as savings from the Company’s cost-reduction measures were offset by the unfavorable impact of foreign exchange rate fluctuations.

 

Sales and marketing expenses decreased 24% to $0.60 million for the third quarter of 2026, compared with $0.79 million for the third quarter of 2025. The decrease is associated with cost-reduction measures, including a reduction in payroll expense, partially offset by the unfavorable impact of foreign exchange rate fluctuations. For the first nine months of 2026, sales and marketing expenses decreased to $2.0 million from $2.2 million, primarily attributable to cost-reduction measures, partially offset by the unfavorable impact of foreign exchange rate fluctuations.

 

General and administrative expenses decreased 14% to $0.69 million for the third quarter of 2026, compared with $0.81 million for the third quarter of 2025, primarily attributable to cost-reduction measures, partially offset by the unfavorable impact of foreign exchange rate fluctuations. For the first nine months of 2026, general and administrative expenses were $2.2 million, substantially consistent with the corresponding period of 2025, as savings from cost-reduction measures were offset by the unfavorable impact of foreign exchange rate fluctuations.

 

Operating loss for the third quarter of 2026 decreased 23% to $1.5 million, compared with $1.9 million for the third quarter of 2025. The decrease was primarily attributable to an increase in sales, an improvement in gross margin to 40% from 28% in the prior-year period, and the impact of cost-reduction measures, partially offset by the unfavorable impact of foreign exchange rate fluctuations. For the first nine months of 2026, operating loss decreased 11% to $4.9 million, compared with $5.5 million, primarily attributable to an increase in sales, an improvement in gross margin to 39% from 32%, and the impact of cost-reduction measures, partially offset by the unfavorable impact of foreign exchange rate fluctuations. The Company recognized no other income in the first nine months of 2026; the corresponding 2025 periods included $73 thousand of other income from a government grant provided by the State of Israel in connection with the economic impact of the military conflict with Iran.

 

3

 

 

Other financial income (expenses), net was income of $243 thousand for the third quarter of 2026, compared with expense of $24 thousand for the third quarter of 2025, primarily attributable to gains from the change in the fair value of pre-funded warrants and common warrants classified as liabilities and to exchange rate differences (mainly NIS against USD). Interest expense was $12 thousand for the third quarter of 2026, compared with $27 thousand for the third quarter of 2025. For the first nine months of 2026, other financial expenses, net were $41 thousand, compared with $144 thousand for the corresponding period of 2025, and interest expense was $132 thousand, compared with $83 thousand. The nine-month figure mainly reflects commitment-fee expense, partly offset by the change in the fair value of pre-funded warrants and common warrants classified as liabilities.

 

Net loss for the third quarter of 2026 decreased 37% to $1.2 million, or $(0.04) per basic and diluted share, compared with $2.0 million, or $(1.68) per basic and diluted share, for the third quarter of 2025. The decrease was primarily due to higher sales, improved gross margin and continued reductions in operating expenses, as well as income from the change in the fair value of pre-funded warrants and common warrants classified as liabilities, partially offset by the adverse impact of foreign exchange rates. For the first nine months of 2026, net loss decreased 11% to $5.1 million, or $(0.21) per basic and diluted share, from $5.7 million, or $(5.84) per basic and diluted share, primarily for the same reasons. Per-share amounts for 2025 reflect the 1-for-10 reverse stock split effected in November 2025.

 

Adjusted EBITDA loss, a non-GAAP measure of operating performance (reconciled below to net loss), was $1.4 million for the third quarter of 2026, or 130.1% of revenue, compared with $1.8 million, or 283.2% of revenue, for the third quarter of 2025. For the first nine months of 2026, Adjusted EBITDA loss was $4.7 million, or 148.4% of revenue, compared with $5.2 million, or 227.2% of revenue, for the first nine months of 2025.

 

Balance Sheet Highlights

 

As of September 30, 2026, the Company had $4.8 million in cash, cash equivalents and restricted cash, compared with $1.8 million as of September 30, 2025.

 

About Actelis Networks, Inc.

 

Actelis Networks, Inc. (OTCQB: 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.

 

Use of Non-GAAP Financial Information

 

Non-GAAP Adjusted EBITDA and backlog of open orders are non-GAAP financial measures. In addition to reporting financial results in accordance with GAAP, we provide non-GAAP operating results adjusted for certain items, including: financial expenses, which include interest, financial instrument fair value adjustments and exchange rate differences of assets and liabilities; stock-based compensation expenses; depreciation and amortization expense; tax expense; and the impact of development expenses ahead of product launch. We adjust for the items listed above and present non-GAAP financial measures for all periods presented unless the impact is clearly immaterial to our financial statements.

 

4

 

 

Cautionary Statement Concerning 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” 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) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections, including, without limitation, expectations regarding future revenue growth, gross margin, demand across the Company’s ITS, carrier, MDU, federal and military verticals, the timing and extent of cost-reduction and operational-efficiency initiatives, the impact of foreign-exchange movements on the Company’s results, the timing of new product introductions, including the GL800 Gigabit-speed product line, the Company’s ability to identify and complete acquisitions, the timing, ratio, and effect of any future reverse stock split, the Company’s ability to satisfy the initial listing standards for The Nasdaq Capital Market or any other national securities exchange, the Company’s ability to continue as a going concern, and its ability to access additional financing, including under its equity line of credit. Actual results may 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, including the Company’s Annual Report on Form 10-K filed on March 18, 2026 and its Quarterly Reports on Form 10-Q. 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

 

5

 

 

ACTELIS NETWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(U. S. dollars in thousands, except share data)

 

   September 30,
2026
   December 31,
2025
 
Assets        
CURRENT ASSETS:        
Cash and cash equivalents   4,831    4,057 
Restricted cash and bank deposits   64    381 
Trade receivables, net of allowance for credit losses of $163 as of September 30, 2026, and $168 as of December 31, 2025   748    1,058 
Inventories   2,305    2,461 
Prepaid expenses and other current assets   534    634 
TOTAL CURRENT ASSETS   8,482    8,591 
           
NON-CURRENT ASSETS:          
Property and equipment, net   100    26 
Prepaid expenses and other assets   437    459 
Restricted bank deposits   29    30 
Funds in respect of employee rights upon retirement   187    264 
Operating lease right-of-use assets   393    69 
Long-term deposits   67    91 
TOTAL NON-CURRENT ASSETS   1,213    939 
           
TOTAL ASSETS   9,695    9,530 

 

6

 

 

ACTELIS NETWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(UNAUDITED)

(U. S. dollars in thousands, except share data)

 

   September 30,
2026
   December 31,
2025
 
Liabilities and shareholders’ equity        
CURRENT LIABILITIES:        
Credit line   -    479 
Short-term loan   -    350 
Trade payables   495    817 
Deferred revenues   340    223 
Employee and employee-related obligations   622    624 
Accrued royalties   625    612 
Current maturities of operating lease liabilities   270    14 
Other current liabilities   392    373 
TOTAL CURRENT LIABILITIES   2,744    3,492 
           
NON-CURRENT LIABILITIES:          
Long-term loan   150    150 
Deferred revenues   10    20 
Operating lease liabilities   123    23 
Liability for employee rights upon retirement   213    292 
Pre-funded Warrants and Warrant Liability   200    750 
Other non-current liabilities   3    6 
TOTAL NON-CURRENT LIABILITIES   699    1,241 
TOTAL LIABILITIES   3,443    4,733 
           
COMMITMENTS AND CONTINGENCIES (Note 5)          
           
SHAREHOLDERS’ EQUITY:          
Common stock, $0.0001 par value: 30,000,000 shares authorized: 28,851,829 shares issued and 28,850,760 shares outstanding as of September 30, 2026 and 8,059,461 shares issued and 8,058,392 shares outstanding as of December 31, 2025.   1    1 
Non-voting common stock, $0.0001 par value: 2,803,774 shares authorized as of September 30, 2026, and December 31, 2025, None issued and outstanding as of September 30, 2026, and December 31, 2025.   -    - 
Additional paid-in capital   63,670    57,119 
Accumulated deficit   (57,419)   (52,323)
TOTAL SHAREHOLDERS’ EQUITY   6,252    4,797 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   9,695    9,530 

 

7

 

 

ACTELIS NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(U. S. dollars in thousands, except share and per share data)

 

   Nine months ended
September 30,
   Three months ended
September 30,
 
   2026   2025   2026   2025 
                 
REVENUES   3,171    2,305    1,081    643 
COST OF REVENUES   1,926    1,566    650    460 
GROSS PROFIT   1,245    739    431    183 
                     
OPERATING EXPENSES:                    
Research and development expenses   1,963    1,947    616    591 
Sales and marketing expenses   2,041    2,155    600    789 
General and administrative expenses   2,164    2,224    693    805 
Other income   -    (73)   -    (73)
TOTAL OPERATING EXPENSES   6,168    6,253    1,909    2,112 
                     
OPERATING LOSS   (4,923)   (5,514)   (1,478)   (1,929)
Interest expense   (132)   (83)   (12)   (27)
Other financial income (expense), net   (41)   (144)   243    (24)
NET COMPREHENSIVE LOSS FOR THE PERIOD   (5,096)   (5,741)   (1,247)   (1,980)
                     
Net loss per share attributable to common shareholders – basic and diluted   (0.21)   (5.84)   (0.04)   (1.68)
Weighted average shares of common stock used in computing net loss per share – basic and diluted   24,846,478    982,487    32,691,034    1,178,762 

 

8

 

 

ACTELIS NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)
(U. S. dollars in thousands)

 

   Nine months ended
September 30,
 
   2026   2025 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss for the period   (5,096)   (5,741)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   17    14 
Inventories write-downs, net   92    140 
Financial expenses   42    149 
Share-based compensation   200    308 
Liability for commitment fee under ELOC agreement   625    - 
Change in fair value of pre-funded warrants and warrants liability   (647)   - 
Gain on settlement of liability for commitment fee under ELOC agreement   (81)   - 
Changes in operating assets and liabilities:          
Trade receivables, net   310    992 
Net change in operating lease assets and liabilities   32    (28)
Inventories   64    (379)
Prepaid expenses and other current assets   100    (178)
Other non-current assets   99    - 
Trade payables   (322)   (258)
Deferred revenues   107    (61)
Other current liabilities   (19)   (589)
Other non-current liabilities   (82)   (6)
Net cash used in operating activities   (4,559)   (5,637)
CASH FLOWS FROM INVESTING ACTIVITIES:          
Restricted bank deposits   12    1 
Long-term deposit   25    - 
Purchase of property and equipment   (91)   (5)
Net cash used in investing activities   (54)   (4)
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from issuance of common stock – ATM   7,311    2,637 
Offering cost from issuance of common stock – ATM   (368)   (262)
Proceeds from issuance of common stock and warrants - July 2025 PIPE   -    1,000 
Offering cost from issuance of common stock and warrants - July 2025 PIPE   -    (161)
Credit lines with bank, net   (479)   (675)
Proceeds from warrant inducement agreement   -    1,580 
Underwriting commissions and other offering costs   -    (193)
Proceeds from issuance of common stock and pre-funded warrants - September 2025 PIPE   -    850 
Offering cost from issuance of common stock and pre-funded warrants - September 2025 PIPE   -    (60)
Proceeds from short-term loans   -    705 
Repurchase of common stock for retirement   (1,039)   - 
Repayment of short-term loan   (350)   (300)
Net cash provided by financing activities   5,075    5,121 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS   7    11 
           
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS   469    (509)
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD   4,362    2,267 
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT END OF THE PERIOD   4,831    1,758 

 

9

 

 

   Nine months ended
September 30
 
   2026   2025 
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:        
Cash and cash equivalents   4,831    1,454 
Restricted cash, current   -    304 
Total cash, cash equivalents and restricted cash   4,831    1,758 

 

   Nine months ended
September 30,
 
   2026   2025 
     
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid for interest   10    217 
           
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:          
Warrant to lender   -    22 
Issuance costs of warrant inducement agreement and warrants to underwriters   -    2,918 
Pre Funded Warrants converted to stock   220    - 
Operating lease right of use assets obtained in exchange for operating lease liabilities   476    - 
Settlement of liability for commitment fee through issuance of common stock, pre-funded warrants and warrants (Note 6b)   544    - 
Other non-current assets   -    50 

 

Non-GAAP Financial Measures

 

   Nine months Ended
September 30,
   Three months Ended
September 30,
 
(U.S. dollars in thousands)  2026   2025   2026   2025 
Revenues  $3,171   $2,305   $1,081   $643 
GAAP net loss   (5,096)   (5,741)   (1,247)   (1,980)
Interest expense   132    83    12    27 
Other financial expenses (income), net   41    144    (243)   24 
Tax expense   -    29    -    - 
Fixed asset depreciation expense   17    14    10    2 
Stock based compensation   200    308    62    179 
Other one-time expenses (income)   -    (73)   -    (73)
Non-GAAP Adjusted EBITDA   (4,706)   (5,236)   (1,406)   (1,821)

 

10

 

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