Actelis Networks (ASNS) updates Nasdaq status; equity at $2.5M

Actelis Networks (ASNS) reported an update on its Nasdaq listing status.

Rhea-AI Filing Summary

Actelis Networks (ASNS) reported an update on its Nasdaq listing status. The company recently appeared before a Nasdaq Hearing Panel after Staff cited non-compliance with the $2.5 million stockholders’ equity requirement under Listing Rule 5550(b)(1). Actelis presented a plan to regain and maintain compliance and requested continued listing; the outcome has not yet been communicated.

The company noted it closed on September 29 a private placement for approximately $850,000 in gross proceeds and entered an equity line of credit for up to $30,000,000 effective for 36 months. Based on the offering, Actelis believes it now has stockholders’ equity of at least $2.5 million as of this filing date and is awaiting Nasdaq’s confirmation. If a future periodic report shows non-compliance, the securities may be subject to delisting.

Insights

Listing compliance analyst

Company believes equity meets $2.5M threshold; awaiting Nasdaq confirmation.

Actelis Networks faced potential delisting due to stockholders’ equity below $2.5 million. The company presented a remediation plan to a Nasdaq Hearing Panel and requested continued listing on the Nasdaq Capital Market. The filing states a belief that equity is now at least $2.5 million.

The belief is tied to a recent financing: a private placement with gross proceeds of about $850,000 and an ELOC for up to $30,000,000 over 36 months. Actual listing status depends on the Panel’s decision and Nasdaq’s confirmation. If a forthcoming periodic report evidences non-compliance, the shares may be subject to delisting.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

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

What did ASNS disclose about its Nasdaq listing status?

The company recently appeared before a Nasdaq Hearing Panel and requested continued listing after being cited for non-compliance with the $2.5 million stockholders’ equity requirement.

How does ASNS expect to meet Nasdaq’s equity rule?

Actelis cited a private placement with approximately $850,000 in gross proceeds and an ELOC of up to $30,000,000, and believes equity is at least $2.5 million as of this filing.

Has Nasdaq confirmed ASNS’s compliance?

No. The company stated it is awaiting Nasdaq’s confirmation of compliance.

What are the potential consequences if ASNS remains non-compliant?

If a next periodic report evidences non-compliance with the equity rule, the company may be subject to delisting from Nasdaq.

What financing steps did ASNS complete recently?

On September 29, the company closed a private placement for ~$850,000 gross proceeds and established an ELOC for up to $30,000,000 over 36 months.

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

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Accepted by SEC EDGAR 10/16/2025 - 12:00 AM Learn about SEC filing dates

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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): October 16, 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		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 its current report on Form 8-K filed on August 25, 2025, 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 had its hearing with the Panel recently.

At the hearing, the Company presented its plan to evidence and maintain compliance with the Equity Rule and all other applicable criteria for continued listing on The Nasdaq Capital Market and requested to remain listed subject to that plan. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to demonstrate compliance with the Minimum Shareholders’ Equity Requirement and all other applicable Nasdaq listing criteria within any extension of time that may be granted by the Panel.

As previously disclosed in its current report on Form 8-K filed on October 2, 2025, the Company closed on September 29 a private placement (the “Offering”) of its common stock par value $0.0001 per share (the “Common Stock”), and pre-funded warrants, each to purchase one share of Common Stock, with White Lion Capital LLC, for aggregate total gross proceeds of approximately $850,000, as well as an equity line of credit (“ELOC”) for up to $30,000,000, effective for 36 months.

Based on the Offering, the Company believes it has stockholders' equity of at least $2.5 million as of the date of this filing, as required by the Equity Rule for continued listing on The Nasdaq Capital Market. The Company is awaiting Nasdaq's confirmation of compliance. In the event the Company's next periodic report evidences non-compliance with the Equity Rule, the Company may be subject to delisting from Nasdaq. 

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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: October 16, 2025	By:	/s/ Tuvia Barlev
	Name:	Tuvia Barlev
	Title:	Chief Executive Officer

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