Actelis Networks (NASDAQ: ASNS) warned of Nasdaq delisting on equity rule

Rhea-AI Filing Summary

Actelis Networks, Inc. reported that Nasdaq has notified the company its common stock is subject to delisting from The Nasdaq Capital Market. Nasdaq’s Listing Qualifications Staff cited the company’s failure to meet the $2.5 million stockholders’ equity requirement under Listing Rule 5550(b)(1) as of June 30, 2025, and the fact that the company remains under a mandatory hearing panel monitor through August 27, 2025. Actelis plans to timely request a hearing before a Nasdaq Hearing Panel, which will stay any further delisting action while the process is ongoing. The company intends to present a plan to regain compliance but notes there is no assurance the Panel will grant continued listing or that it can meet all Nasdaq criteria within any extension period.

Positive

• None.

Negative

• Nasdaq delisting risk: The company failed the $2.5 million stockholders’ equity requirement as of June 30, 2025, and its securities are now subject to delisting, with no assurance of a favorable panel outcome.

Insights

Equity markets and listing standards analyst

Nasdaq has started delisting proceedings after Actelis fell below equity rules.

Actelis Networks has been notified that its shares are subject to delisting from The Nasdaq Capital Market because it did not meet the $2.5 million stockholders’ equity requirement in Listing Rule 5550(b)(1) as of June 30, 2025. The company is also still under a mandatory hearing panel monitor until August 27, 2025, which heightens scrutiny.

The company will request a hearing before a Nasdaq Hearing Panel, which pauses immediate delisting and allows it to present a plan to restore compliance with the equity rule and other listing criteria. However, the disclosure explicitly states there is no assurance the Panel will grant continued listing or that compliance can be demonstrated within any extension.

This introduces clear listing-status risk, including the potential loss of Nasdaq market access if efforts to rebuild stockholders’ equity fall short or if the Panel denies an extension. Subsequent company communications and future periodic reports will be important for understanding whether stockholders’ equity improves enough to satisfy Nasdaq’s rules.

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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): August 19, 2025

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)

4039 Clipper Court, Fremont, CA 94538

(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		The Nasdaq Stock Market LLC

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 August 19, 2025, Actelis Networks, Inc. (the “Company”) received written notice from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, due to the Company’s non-compliance with the $2.5 million stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) as of June 30, 2025, and because, pursuant to Listing Rule 5815(d)(4)(B), the Company remained subject to a mandatory hearing panel monitor through August 27, 2025, the Company’s securities were subject to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearing Panel (the “Panel”). The Company plans to timely request a hearing before the Panel, which request will stay any further action by Nasdaq pending the ultimate conclusion of the hearing process.

At the hearing, the Company will present its plan to evidence compliance with the Equity Rule and all other applicable criteria for continued listing on The Nasdaq Capital Market, and request an extension to do so as necessary. There can be no assurance, however, that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance with the Equity Rule and all other applicable Nasdaq listing criteria within any extension of time that may be granted by the Panel.

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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: August 25, 2025	By:	/s/ Yoav Efron
	Name:	Yoav Efron
	Title:	Deputy Chief Executive Officer and Chief Financial Officer

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FAQ

Why did Actelis Networks (ASNS) receive a Nasdaq delisting notice?

Actelis Networks received a Nasdaq notice because it did not comply with the $2.5 million stockholders’ equity requirement in Listing Rule 5550(b)(1) as of June 30, 2025, while still under a mandatory panel monitor period.

What Nasdaq rule did Actelis Networks (ASNS) fail to meet?

The company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity for continued listing on The Nasdaq Capital Market.

What actions is Actelis Networks (ASNS) taking in response to the Nasdaq notice?

Actelis Networks plans to timely request a hearing before a Nasdaq Hearing Panel, which will stay further delisting action while it presents a plan to regain compliance with the equity rule and other listing criteria.

Is Actelis Networks (ASNS) guaranteed to remain listed on Nasdaq?

No. The company states there is no assurance that the Nasdaq Hearing Panel will grant its request for continued listing or that it will be able to show compliance with all Nasdaq listing criteria within any extension granted.

What is the significance of the August 27, 2025 monitor date for Actelis Networks (ASNS)?

Under Listing Rule 5815(d)(4)(B), Actelis remains subject to a mandatory hearing panel monitor through August 27, 2025, meaning Nasdaq is closely monitoring its compliance during this period.