Actelis Networks (ASNS) hit with Nasdaq delisting move after bid-price rule violation

Rhea-AI Filing Summary

Actelis Networks, Inc. reported that Nasdaq staff has determined to delist its common stock from The Nasdaq Capital Market. Nasdaq cited the Company’s failure to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, breaching Nasdaq Listing Rule 5550(a)(2).

The notice states that Actelis is not eligible for the usual 180‑day cure period under Rule 5810(c)(3)(A)(iv) because it completed a 1‑for‑10 reverse stock split on November 18, 2025. Actelis plans to timely request a hearing before an independent Nasdaq Hearings Panel, which would stay any suspension or delisting action while the hearings process is underway.

Positive

• None.

Negative

• Nasdaq staff determination to delist common stock from The Nasdaq Capital Market after failure to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, removing the usual 180‑day cure period due to a recent 1‑for‑10 reverse stock split.

Insights

Equity markets and listing standards analyst

Nasdaq moves to delist Actelis after bid-price noncompliance; hearing request will temporarily stay action.

Nasdaq staff has determined that Actelis Networks should be delisted from The Nasdaq Capital Market because its common stock did not meet the $1.00 minimum bid price requirement for 30 consecutive business days, violating Listing Rule 5550(a)(2). This directly affects the stock’s exchange listing status.

Normally, issuers receive a 180‑day grace period to regain compliance, but Nasdaq applied Rule 5810(c)(3)(A)(iv) since Actelis executed a 1‑for‑10 reverse stock split on November 18, 2025. Because of that recent split, the company faces immediate delisting rather than a standard cure period.

Actelis intends to request a hearing before an independent Nasdaq Hearings Panel, which the notice explains will stay any suspension or delisting action until the hearings process concludes. The eventual outcome will depend on the panel’s decision and any additional steps disclosed in future company filings.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Understanding 8-K Material Events →

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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): February 4, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On February 4, 2026, Actelis Networks, Inc. (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”) has determined to delist the Company’s securities from The Nasdaq Capital Market, and that the Company has the right to request a hearing and that a hearing request would result in a stay of any suspension or delisting action pending the conclusion of the hearings process. Accordingly, the Company intends to timely request a hearing before an independent Nasdaq Hearings Panel.

As disclosed in the Notice, the Staff determined that the Company’s common stock failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, in violation of Nasdaq Listing Rule 5550(a)(2). While companies are typically afforded a 180-calendar-day compliance period to comply with the Nasdaq Listing Rule, the Staff concluded that the Company is not eligible for the compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) due to the fact that the Company effected a reverse stock split within the prior one-year period, specifically a 1-for-10 reverse stock split on November 18, 2025, and therefore is subject to immediate delisting.

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: February 6, 2026	By:	/s/ Tuvia Barlev
	Name:	Tuvia Barlev
	Title:	Chief Executive Officer

2

FAQ

What did Actelis Networks (ASNS) disclose about its Nasdaq listing status?

Actelis Networks disclosed that Nasdaq staff has determined to delist its common stock from The Nasdaq Capital Market after the shares failed to maintain a $1.00 minimum bid price for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).

Why is Actelis Networks (ASNS) not getting a 180-day compliance period from Nasdaq?

Nasdaq did not grant Actelis the typical 180-day compliance period because the company executed a 1‑for‑10 reverse stock split on November 18, 2025. Under Nasdaq Listing Rule 5810(c)(3)(A)(iv), that recent reverse split makes the company ineligible for the extended cure period.

How does Actelis Networks (ASNS) plan to respond to the Nasdaq delisting notice?

Actelis Networks plans to timely request a hearing before an independent Nasdaq Hearings Panel. According to the notice, submitting a hearing request will stay any suspension or delisting action while the hearings process is ongoing, delaying immediate removal from The Nasdaq Capital Market.

What Nasdaq rule did Actelis Networks (ASNS) violate with its share price?

Actelis Networks violated Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. The company’s common stock did not meet this price for 30 consecutive business days, prompting Nasdaq staff to determine that the stock should be delisted from The Nasdaq Capital Market.

What role does the Nasdaq Hearings Panel play in the Actelis Networks (ASNS) case?

An independent Nasdaq Hearings Panel will review Actelis Networks’ appeal of the delisting determination once the company requests a hearing. Filing this request triggers an automatic stay of any suspension or delisting action while the panel considers the case and reaches a decision.