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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):
March 18, 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 94805
(Address of principal executive offices)
(510) 545-1045
(Registrant’s telephone number, including
area code)
(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 |
| 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 2.02 Results of Operation and Financial Condition.
On March 18, 2026, Actelis Networks, Inc. issued a press release announcing
its financial and operating results and recent highlights for the year ended December 31, 2025. A copy of this press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the
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 incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
As previously announced on its Form 8-K filed on November 22, 2022,
on November 22, 2022, the Company’s Board of Directors (the “Board”) authorized a share repurchase program, pursuant
to which the Company may repurchase up to $1.0 million of its outstanding shares of common stock (the “Repurchase Program”)
through which the Company has repurchased $50,000 worth of common stock.
On March 18, 2026, the Board authorized an expansion of the Repurchase
Program, such that the maximum aggregate purchase price under the Repurchase Program will now be $1.5 million. The press release filed
as Exhibit 99.1 to this Form 8-K and incorporated by reference herein contains a description of the share purchase program.
The information included in this Item 7.01, including Exhibit
99.1, shall not be deemed to be “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, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality
of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation
FD.
Item 8.01 Other Events.
On March 18, 2026, the Board authorized an expansion of the Repurchase
Program pursuant to which the Company intends to repurchase up to $1.5 million of its outstanding shares of common stock. Under the Repurchase
Program, the Company is to purchase its common stock from time to time on a discretionary basis through open market or private transactions,
through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange Act and other
applicable legal requirements.
Repurchases under the Repurchase Program will be made at management’s
discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject
to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s
financial performance. The Repurchase Program may be suspended, terminated or modified at any time for any reason, including market conditions,
the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate.
These factors may also affect the timing and amount of share repurchases. The Repurchase Program does not obligate the Company to purchase
any particular number of shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated March 18, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 18, 2026 |
By: |
/s/ Tuvia Barlev |
| |
Name: |
Tuvia Barlev |
| |
Title: |
Chief Executive Officer |
2
Exhibit 99.1

Actelis Networks Reports 2025 Financial Results
Highlighted by Strong Fourth Quarter Rebound
Fourth quarter revenue more than doubles sequentially
with improved margins; Company continues to expand its footprint across key sectors
SUNNYVALE, Calif., March 18, 2026 - 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 reported its financial results for the full year ended December 31, 2025, and provided business and
corporate updates. Revenues for the fourth quarter of 2025 were approximately $1.4 million, representing an increase of 113% from $0.64
million in the third quarter of 2025. For the full year 2025, revenues were $3.7 million, compared to $7.8 million in the prior year.
The decrease was primarily driven by two large deals in 2024 that did not repeat in 2025. In addition, the Company experienced a challenging
operating environment, primarily due to a prolonged U.S. government shutdown that impacted budgeting and timelines. Despite these headwinds,
the Company exited the year with a strong fourth quarter performance, reflecting improved revenue conversion from projects developed earlier
in the year and continued wins across federal, transportation, utilities, and telecom markets.
“While 2025 was a challenging year across our sector, we exited
the year with clear operational momentum,” said Tuvia Barlev, Chief Executive Officer of Actelis. “Fourth quarter revenue
more than doubled sequentially compared to the third quarter while gross margin improved as well, and fourth quarter revenue exceeded
each of the prior quarters of the year despite ongoing uncertainties and delays related, among other things, to the U.S. government shutdown.
At the same time, we continued to expand our footprint across federal, transportation, multi-dwelling unit (MDU) networks while advancing
our cost discipline initiatives and pursuing opportunities for inorganic growth. In recent
months, our share price has experienced significant pressure despite the operational progress we continue to make. We believe Actelis
is positioned at the intersection of several powerful infrastructure trends, including AI-driven bandwidth demand growth, federal modernization
programs - many of which have been funded at tens of billions of dollars by the U.S. government - and increasing cybersecurity requirements
for critical networks. We see our solutions as uniquely suited to enable rapid, cyber-hardened infrastructure deployment at a fraction
of the cost of traditional alternatives.”
Business and Financial Highlights
| · | Strong Fourth Quarter Performance: Actelis delivered improved results
in the fourth quarter of 2025 compared to the third quarter, with revenue increasing to $1.37 million, representing growth of 113% sequentially
and exceeding revenue in each of the prior quarters of the year. Fourth quarter revenue also increased by 29% compared to the fourth quarter
of 2024, driven by improved revenue conversion from projects developed earlier in the year. Gross margin in the fourth quarter improved
to 35%, compared to 28% in the third quarter. |
| · | Continued Execution of Cost Reduction Plan: Actelis continued to implement
its cost reduction plan throughout 2025, working to improve operational efficiency while maintaining investment in strategic initiatives.
2025 Operating expenses increased by $0.3 million compared to 2024 from foreign exchange rate differences and a one-time grant of $0.16
million in 2024, masking the reductions achieved. The Company expects the benefits of these measures to become more visible during 2026. |
| · | Momentum in Intelligent Transportation Systems Sector: Actelis continues
to see increasing demand for its solutions as transportation infrastructure modernization and expansion initiatives accelerate. Notable
projects during the year included traffic and transportation infrastructure modernization deployments in Orange County, California, Eugene,
Oregon, and Mid-Atlantic county transportation systems, Caltrans, ity of Cincinnati, Japanese authorities, along with follow-on orders
supporting smart traffic and connectivity infrastructure upgrades. These deployments build on Actelis’ growing installed base supporting
traffic management systems, rail infrastructure, and broader smart infrastructure modernization projects. |
| · | Expansion of Federal and Defense Market Opportunities: During 2025,
Actelis strengthened its federal and defense market presence through leadership additions and growing pipeline engagement. The Company
secured deployments supporting U.S. military base connectivity modernization and Federal Aviation Authority infrastructure initiatives,
while expanding its federal sales capabilities to pursue larger modernization programs across defense and critical infrastructure agencies
and building a growing pipeline of federal opportunities through Programs of Record. |
| · | Expansion Across Carrier and Broadband Infrastructure with a focus on
MDUs: Actelis secured multiple deployments supporting telecom operators and broadband infrastructure providers during the year, including
deployments with a Tier-2 UK carrier, a Southern European operator implementing cybersecurity upgrades, and infrastructure modernization
supporting legacy network transitions such as T1-to-fiber upgrades with a major U.S. carrier. |
| · | New Product and Offering: The Company also expanded opportunities
in MDU connectivity markets, supported by the completion of its MDU product family development in 2025, allowing the Company to secure
deployments supporting fiber grade networks in hotels and sports venues. The Company also created a new cyber vulnerability monitoring
services offering, supporting customer networks through cyber compliance and proactive risk management. |
Financial Results for the Twelve Months Ended December 31, 2025
Revenues: Our revenues for the year
ended December 31, 2025 amounted to $3.7 million, compared to $7.8 million for the year ended December 31, 2024. The decrease was primarily
attributable to the timing of customer deployments and project execution across infrastructure markets, including federal, carrier and
large infrastructure programs which typically involve long procurement and rollout cycles.
Cost of Revenues: Our cost of revenues
for the year ended December 31, 2025 amounted to $2.5 million, compared to $3.5 million for the year ended December 31, 2024. The decrease
from the corresponding period was primarily attributable to lower revenue levels during the year.
Research and Development (R&D) Expenses:
Our R&D expenses for the year ended December 31, 2025 amounted to $2.6 million, compared to $2.4 million for the year ended December
31, 2024. The increase is due to the strengthening of the Israeli shekel against the U.S. dollar which led to an increase in expenditure
by approximately $0.15 million.
Sales and Marketing Expenses: Our sales
and marketing expenses for the year ended December 31, 2025 amounted to $2.9 million, compared to $2.6 million for the year ended December
31, 2024. The increase was primarily attributable to engaging consultants to expand market reach in primarily the government sector.
General and Administrative Expenses: Our
general and administrative expenses for the year ended December 31, 2025 amounted to $2.9 million, compared to $3.2 million for the year
ended December 31, 2024. The decrease was primarily attributable to cost reduction measures taken, while these benefits were offset by
higher costs driven by the strengthening of the Israeli shekel against the U.S. dollar.
Other Income: Our other income for
the year ended December 31, 2025 was negligible, compared to $0.16 million for the year ended December 31, 2024. The prior year amount
was primarily attributable to a government grant received from the State of Israel associated with the Iron Swords war.
Operating Loss: Our operating loss
for the year ended December 31, 2025 was $7.2 million, compared to $3.8 million for the year ended December 31, 2024. The increase was
mainly due to the decline in sales, while operating expenditure remained consistent and increased operating expenses by $0.3 million driven
by the strengthening of the Israeli shekel against the U.S. dollar by approximately 7%.
Financial (Expenses) income, Net: Our financial
expenses, net for the year ended December 31, 2025 amounted to approximately $1.1 million, compared to $0.62 million for the year ended
December 31, 2024. The increase is mainly due to expenditure of $0.75 million related to the Commitment Fee under the Common Stock Purchase
Agreement payable in common shares issuance.
Net Loss: Our net loss for the year ended
December 31, 2025 was $8.3 million, compared to a net loss of $4.4 million for the year ended December 31, 2024. This increase was primarily
attributable to lower sales while operating expenditure remained consistent, as well as due to a one-time financial commitment expenditure
of $0.75 million. In addition, the Israeli shekel strengthened by an average of 7% against the U.S. dollar, leading to higher operating
expenses and contributing to increase in net loss.
Adjusted EBITDA: Adjusted EBITDA (non-GAAP)
was a loss of $6.9 million for the year ended December 31, 2025, compared to a loss of $3.5 million for the year ended December 31, 2024.
The higher loss reflects lower revenues during the year, partially offset by cost reduction initiatives and improved operating efficiencies
implemented during 2025.
Working Capital: As of December 31,
2025, the Company had approximately $4 million in cash and cash equivalents. Subsequent to year end, to date, the Company raised gross
proceeds of approximately $7.3 million through its At-the-Market (ATM) facility. During 2026, the Company secured important long-term
components while optimizing its inventory levels that were flat year over year, significantly strengthening its balance sheet and ability
to execute its operational initiatives and growth plans.
Share Repurchase Program:
Additionally, the Company today announced that its Board of Directors
has authorized an expansion of its share repurchase program which it had authorized in November 2022 (the “Share Repurchase Program”)
and since repurchased $50,000 worth of common stock, from $1 million up to $1.5 million worth of its outstanding shares of common
stock. The Board of Directors authorized the Company to purchase its common stock from time to time on a discretionary basis. Decisions
regarding the amount and timing of purchases under the Share Repurchase Program will be based on the Company’s cash on hand,
cash flows from operations, general market conditions, regulatory requirements and other factors. The Company is not obligated to
acquire any particular amount of its common stock under the Share Repurchase Program, has no set termination date and may be suspended
or discontinued at any time.
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.
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.
Cautionary
Statement Concerning Forward-Looking Statements
This press
release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995
and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended
to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management’s current
expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections
are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be
achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking
statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed
in the forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of
forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the
Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these
documents free of charge on the SEC’s web site at http://www.sec.gov. Forward-looking statements speak only as of the
date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results,
subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to
the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should
be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.
References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated
by reference into this press release. Actelis is not responsible for the contents of third-party websites.
Contact
Arx Investor Relations
North American Equities Desk
actelis@arxhq.com
ACTELIS NETWORKS, INC.
CONSOLIDATED BALANCE SHEETS
(U. S. dollars in thousands except for share and
per share amounts)
| | |
| |
December 31 | |
| | |
Note | |
2025 | | |
2024 | |
| Assets | |
| |
| | |
| |
| CURRENT ASSETS: | |
| |
| | |
| |
| Cash and cash equivalents | |
| |
4,057 | | |
1,967 | |
| Restricted cash equivalents | |
| |
| 305 | | |
| 300 | |
| Restricted bank deposit | |
| |
| 76 | | |
| - | |
| Trade receivables, net of allowance for credit losses of $168 as of December 31, 2025, and December 31, 2024 respectively. | |
| |
| 1,058 | | |
| 1,616 | |
| Inventories | |
3 | |
| 2,461 | | |
| 2,436 | |
| Prepaid expenses and other current assets | |
4 | |
| 634 | | |
| 584 | |
| TOTAL CURRENT ASSETS | |
| |
| 8,591 | | |
| 6,903 | |
| | |
| |
| | | |
| | |
| NON-CURRENT ASSETS: | |
| |
| | | |
| | |
| Property and equipment, net | |
5 | |
| 26 | | |
| 38 | |
| Prepaid expenses | |
| |
| 459 | | |
| 492 | |
| Restricted bank deposits | |
| |
| 30 | | |
| 91 | |
| Severance pay fund | |
| |
| 264 | | |
| 205 | |
| Operating lease right of use assets | |
6 | |
| 69 | | |
| 410 | |
| Long-term deposits | |
| |
| 91 | | |
| 86 | |
| TOTAL NON-CURRENT ASSETS | |
| |
| 939 | | |
| 1,322 | |
| | |
| |
| | | |
| | |
| TOTAL ASSETS | |
| |
| 9,530 | | |
| 8,225 | |
ACTELIS NETWORKS, INC.
CONSOLIDATED BALANCE SHEETS (continued)
(U. S. dollars in thousands except for share and
per share amounts)
| | |
| |
December 31 | |
| | |
Note | |
2025 | | |
2024 | |
| Liabilities and shareholders’ equity | |
| |
| | |
| |
| CURRENT LIABILITIES: | |
| |
| | |
| |
| Credit lines | |
8 | |
| 479 | | |
| 774 | |
| Short term Loans | |
8 | |
| 350 | | |
| - | |
| Trade payables | |
| |
| 817 | | |
| 982 | |
| Deferred revenues | |
| |
| 223 | | |
| 246 | |
| Employee and employee-related obligations | |
| |
| 624 | | |
| 688 | |
| Accrued royalties | |
9 | |
| 612 | | |
| 673 | |
| Current maturities of operating lease liabilities | |
6 | |
| 14 | | |
| 415 | |
| Other current liabilities | |
7 | |
| 373 | | |
| 805 | |
| TOTAL CURRENT LIABILITIES | |
| |
| 3,492 | | |
| 4,583 | |
| | |
| |
| | | |
| | |
| NON-CURRENT LIABILITIES: | |
| |
| | | |
| | |
| Long-term loans, net of current maturities | |
8 | |
| 150 | | |
| 150 | |
| Deferred revenues | |
| |
| 20 | | |
| 92 | |
| Operating lease liabilities, net of current maturities | |
| |
| 23 | | |
| 6 | |
| Accrued severance | |
| |
| 292 | | |
| 229 | |
| Pre-funded Warrants Liability | |
10 | |
| 750 | | |
| - | |
| Other long-term liabilities | |
| |
| 6 | | |
| 180 | |
| TOTAL NON-CURRENT LIABILITIES | |
| |
| 1,241 | | |
| 657 | |
| TOTAL LIABILITIES | |
| |
| 4,733 | | |
| 5,240 | |
| | |
| |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES | |
9 | |
| | | |
| | |
| | |
| |
| | | |
| | |
| SHAREHOLDERS’ EQUITY (*): | |
11 | |
| | | |
| | |
| Common stock, $0.0001 par value: 30,000,000 shares authorized; 8,058,392 and 762,316 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively. | |
| |
| 1 | | |
| 1 | |
| Non-voting common stock, $0.0001 par value: 2,803,774 shares authorized; No shares issued and outstanding as of December 31, 2025, and December 31, 2024. | |
| |
| - | | |
| - | |
| Additional paid-in capital | |
| |
| 57,119 | | |
| 47,046 | |
| Accumulated deficit | |
| |
| (52,323 | ) | |
| (44,062 | ) |
| TOTAL SHAREHOLDERS’ EQUITY | |
| |
| 4,797 | | |
| 2,985 | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| |
| 9,530 | | |
| 8,225 | |
| * |
Adjusted to reflect reverse stock split, see note 2(bb). |
ACTELIS NETWORKS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(U. S. dollars in thousands except for share and
per share amounts)
| | |
| |
Year ended December 31 | |
| | |
Note | |
2025 | | |
2024 | |
| | |
| |
| | |
| |
| REVENUES | |
14 | |
| 3,671 | | |
| 7,760 | |
| COST OF REVENUES | |
| |
| 2,453 | | |
| 3,490 | |
| GROSS PROFIT | |
| |
| 1,218 | | |
| 4,270 | |
| | |
| |
| | | |
| | |
| OPERATING EXPENSES: | |
| |
| | | |
| | |
| Research and development expenses | |
| |
| 2,638 | | |
| 2,383 | |
| Sales and marketing expenses | |
| |
| 2,866 | | |
| 2,639 | |
| General and administrative expenses | |
| |
| 2,899 | | |
| 3,169 | |
| Other Income | |
| |
| - | | |
| (163 | ) |
| TOTAL OPERATING EXPENSES | |
| |
| 8,403 | | |
| 8,028 | |
| | |
| |
| | | |
| | |
| OPERATING LOSS | |
| |
| (7,185 | ) | |
| (3,758 | ) |
| | |
| |
| | | |
| | |
| Interest expenses | |
| |
| (251 | ) | |
| (618 | ) |
| Other financial (expense) income, net | |
15 | |
| (825 | ) | |
| 2 | |
| NET COMPREHENSIVE LOSS FOR THE YEAR | |
| |
| (8,261 | ) | |
| (4,374 | ) |
| | |
| |
| | | |
| | |
| Net loss per share attributable to common shareholders – basic and diluted(*) | |
13 | |
$ | (5.68 | ) | |
$ | (8.5 | ) |
| Weighted average number of common stocks used in computing net loss per share – basic and diluted | |
| |
| 1,454,785 | | |
| 514,605 | |
| * | Adjusted to reflect reverse stock split, see note 2(bb). |
ACTELIS NETWORKS, INC.
CONOSLIDATED STATEMENTS OF CASH FLOWS
U.S. DOLLARS IN THOUSANDS
| | |
Year ended December 31 | |
| | |
2025 | | |
2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
| Net loss for the year | |
| (8,261 | ) | |
| (4,374 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation | |
| 20 | | |
| 26 | |
| Changes in fair value related to warrants to lenders and investors | |
| - | | |
| (8 | ) |
| Inventory write-downs | |
| 268 | | |
| 101 | |
| Financial expenses (income) | |
| 198 | | |
| (24 | ) |
| Share-based compensation | |
| 309 | | |
| 337 | |
| Issuance costs of ELOC agreement | |
| 750 | | |
| - | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Trade receivables | |
| 559 | | |
| (952 | ) |
| Net change in operating lease assets and liabilities | |
| (44 | ) | |
| 26 | |
| Inventories | |
| (293 | ) | |
| (11 | ) |
| Prepaid expenses and other current assets | |
| (18 | ) | |
| (143 | ) |
| Trade payables | |
| (166 | ) | |
| (787 | ) |
| Deferred revenues | |
| (95 | ) | |
| (122 | ) |
| Other current liabilities | |
| (747 | ) | |
| (580 | ) |
| Other long-term liabilities | |
| (171 | ) | |
| (38 | ) |
| Net cash used in operating activities | |
| (7,691 | ) | |
| (6,549 | ) |
| | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
| Short term deposit | |
| 1 | | |
| 198 | |
| Purchase of property and equipment | |
| (9 | ) | |
| (1 | ) |
| Net cash provided by investing activities | |
| (8 | ) | |
| 197 | |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Proceeds from exercise of options | |
| - | | |
| 32 | |
| Proceeds from issuance common stock - at the market offering (ATM) | |
| 2,637 | | |
| 2,063 | |
| Offering cost from issuance of common stock - at the market offering (ATM) | |
| (262 | ) | |
| (125 | ) |
| Proceeds from warrant inducement agreement | |
| 1,580 | | |
| 5,248 | |
| Underwriting commissions and other offering costs | |
| (193 | ) | |
| (668 | ) |
| Proceeds from Exercise of Pre funded warrants into common stock | |
| * | | |
| * | |
| Proceeds from issuance of common stocks and pre funded warrants – September PIPE | |
| 850 | | |
| - | |
| Offering cost from issuance of common stocks and pre funded warrants – September PIPE | |
| (60 | ) | |
| - | |
| Proceeds from issuance of common stocks and warrants – July PIPE | |
| 1,000 | | |
| - | |
| Offering cost from issuance of common stock and warrants – July PIPE | |
| (161 | ) | |
| - | |
| Proceeds from issuance of common stocks and warrants – December Follow on | |
| 5,000 | | |
| - | |
| Offering cost from issuance of common stock and warrants – December Follow on | |
| (705 | ) | |
| - | |
| Proceeds from issuance common stock – ELOC issuance | |
| 56 | | |
| | |
| Credit line, net | |
| (295 | ) | |
| 774 | |
| Proceeds from short term loans | |
| 750 | | |
| - | |
| Repayment of short term loans | |
| (400 | ) | |
| - | |
| Early repayment of long-term loan | |
| - | | |
| (4,038 | ) |
| Repayment of long-term loan | |
| - | | |
| (193 | ) |
| Net cash provided by financing activities | |
| 9,797 | | |
| 3,093 | |
| | |
| | | |
| | |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | |
| (3 | ) | |
| 11 | |
| INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |
| 2,095 | | |
| (3,248 | ) |
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | |
| 2,267 | | |
| 5,515 | |
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | |
| 4,362 | | |
| 2,267 | |
| RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | |
| | | |
| | |
| Cash and cash equivalents | |
| 4,057 | | |
| 1,967 | |
| Restricted cash equivalents, current | |
| 305 | | |
| 300 | |
| Total cash, cash equivalents and restricted cash | |
| 4,362 | | |
| 2,267 | |
ACTELIS NETWORKS, INC.
CONOSLIDATED STATEMENTS OF CASH FLOWS (continued)
U.S. DOLLARS IN THOUSANDS
| | |
Year ended
December 31 | |
| | |
2025 | | |
2024 | |
| SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION: | |
| | |
| |
| Cash paid for interest | |
| 348 | | |
| 624 | |
| | |
| | | |
| | |
| SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: | |
| | | |
| | |
| Right of use assets obtained in exchange for new operating lease liabilities | |
| 33 | | |
| - | |
| Issuance costs of ELOC agreement | |
| 750 | | |
| - | |
| Issuance costs of the Warrant inducement agreement and Warrant to underwriter | |
| 3,049 | | |
| 2,651 | |
| Warrant to lenders | |
| 22 | | |
| 84 | |
Non-GAAP Financial Measures
| (U.S. dollars in thousands) | |
Year Ended December 31, 2025 | | |
Year Ended December 31, 2024 | |
| Revenues | |
$ | 3,671 | | |
$ | 7,760 | |
| GAAP net loss | |
| (8,261 | ) | |
| (4,374 | ) |
| Interest Expense | |
| 251 | | |
| 618 | |
| Other financial expense (income), net | |
| 825 | | |
| (2 | ) |
| Tax Expense | |
| - | | |
| 103 | |
| Fixed asset depreciation expense | |
| 20 | | |
| 26 | |
| Stock based compensation | |
| 309 | | |
| 337 | |
| Other one-time costs and expenses/(income) | |
| - | | |
| (189 | ) |
| Non-GAAP Adjusted EBITDA | |
| (6,856 | ) | |
| (3,481 | ) |
| GAAP net loss margin | |
| (225 | )% | |
| (56.37 | )% |
| Adjusted EBITDA margin | |
| (186.73 | )% | |
| (44.86 | )% |
The accompanying notes are an integral part
of these consolidated financial statements.