[8-K] ACTELIS NETWORKS INC Reports Material Event

Rhea-AI Filing Summary

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

The company requested a hearing before a Nasdaq Hearing Panel on February 11, 2026, which stays any suspension or delisting action until the hearing is completed and for any extension the Panel may grant. Actelis plans to present a strategy to regain compliance, but it cautions that there is no assurance it will meet the bid price rule or other continued listing requirements.

Insights

Equity market structure analyst

Nasdaq delisting process starts for Actelis; outcome remains uncertain.

Actelis Networks has entered a critical compliance phase after Nasdaq staff determined its stock should be delisted for not meeting the $1.00 minimum bid requirement over 30 consecutive business days under Listing Rule 5550(a)(2). This directly affects its eligibility to trade on the Nasdaq Capital Market.

By requesting a hearing on February 11, 2026, the company secured an automatic stay of any suspension or delisting while the hearings process is underway and for any extension the Panel may allow. This keeps the current listing status in place temporarily while the Panel reviews the situation.

The company states that it intends to take all reasonable measures and present a specific plan to regain compliance with the bid price rule and other continued listing standards. However, it explicitly warns there is no assurance it will succeed, so the eventual trading venue and liquidity for its common stock will depend on the Panel’s decision and the company’s execution of any approved plan.

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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 11, 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 8.01 Other Events

As previously disclosed, 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, due to the Company’s common stock failing 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) (the “Bid Price Rule”). Pursuant to the Notice, the Company has the right to request a hearing in front of the Nasdaq Hearing Panel (the “Panel”), and such hearing request would result in a stay of any suspension or delisting action pending the conclusion of the hearings process.

Accordingly, on February 11, 2026, the Company requested a hearing before the Panel, which served to stay any further suspension or delisting action through the hearing or any extension the Panel provides following the hearing.

The Company intends to take all reasonable measures available and is going to present a plan to regain compliance with the Bid Price Rule and remain listed on Nasdaq to the Panel. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule or maintain compliance with all other Nasdaq continued listing requirements.

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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 11, 2026	By:	/s/ Tuvia Barlev
	Name:	Tuvia Barlev
	Title:	Chief Executive Officer

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB