ACTELIS NETWORKS INC 8-K Filings

Actelis Networks, Inc. reported stronger second-quarter 2026 results, with revenue of $1.1 million, up 20% from approximately $0.9 million a year earlier. First-half 2026 revenue was $2.1 million, up 26%. Growth was driven by an expanded sales footprint, including a large U.S. carrier software and services renewal and continued deliveries in EMEA.

Gross margin improved significantly to 51% in the quarter from 32% a year ago, helped by a better software mix, lifting gross profit to $0.6 million. Operating loss narrowed to $1.6 million from $1.8 million, and net loss declined to $1.4 million, or $(0.05) per share, from $1.9 million, or $(2.08) per share, despite foreign-exchange headwinds and higher interest expense. Adjusted EBITDA loss improved to $1.5 million from $1.7 million.

For the first half of 2026, net loss was $3.8 million with Adjusted EBITDA loss of $3.3 million. Cash, cash equivalents, and restricted cash increased to $5.8 million as of June 30, 2026 from $4.4 million at year-end, supported by $7.3 million of ATM equity proceeds, partly offset by a $1.0 million share repurchase and ongoing operating cash use. Total shareholders’ equity rose to $7.2 million from $4.8 million.

Actelis Networks, Inc. is eliminating the position of Chief Revenue Officer, Americas as part of ongoing organizational restructuring and cost-reduction efforts. The role, held by Mark DeVol, will end and he will leave the company effective August 1, 2026.

The company states that Mr. DeVol’s employment termination did not arise or result from any disagreement regarding its operations, policies, or practices.

Actelis Networks, Inc. reported that on July 10, 2026, Nasdaq issued a press release stating that the company’s common stock, which had been suspended from trading on Nasdaq since April 10, 2026, will be officially delisted and that Nasdaq will file Form 25-NSE with the SEC.

The official delisting will become effective ten days after Form 25-NSE is filed. The company’s common stock currently trades on the OTCQB Venture Market under the trading symbol “ASNS”.

Actelis Networks, Inc. entered into an Exchange and Amendment Agreement with White Lion Capital, issuing securities underlying 9,850,000 shares of common stock in exchange for White Lion’s rights to commitment and delisting-related shares under a prior equity line agreement.

The package includes 3,000,000 Amendment Commitment Shares, 3,850,000 shares issuable via pre-funded warrants at an exercise price of $0.0001 per share, and 3,000,000 shares issuable via common warrants at $0.20 per share, exercisable for eighteen months after relisting on an Eligible Market. The parties also revised rapid and regular purchase pricing formulas and paused new purchase notices for 30 days. Actelis will deregister 10,000,000 previously registered shares and file a new registration statement for 6,000,000 purchase notice shares plus the Amendment Commitment Securities, with current issuances relying on private-offering exemptions under Section 4(a)(2) and Rule 506(b).

Actelis Networks, Inc. reported that a leading North American carrier renewed its software license and services for approximately $0.85 million for one year. The renewal covers maintenance services, disaster-readiness support and licensed access to Actelis’ Meta-Assist Element Management System, which the customer uses to monitor and manage its Actelis devices across a large multi-state critical network.

The customer has migrated to a higher major release of Meta-Assist EMS, adding cyber resilience features, modernization improvements and new operational capabilities for mission-critical carrier networks. Actelis notes this renewal reinforces its role as a strategic software supplier and comes alongside continued adoption of its hybrid fiber-copper MetaLIGHT platform for legacy T1-to-fiber convergence.

Actelis Networks reported fiscal first quarter 2026 revenue of $958 thousand, up 33% year-over-year from $721 thousand, driven by larger orders in U.S. federal, telecom and intelligent traffic systems markets, especially in North America, Europe and Asia-Pacific.

Gross profit was $235 thousand, with gross margin falling to 25% from 35% a year earlier due to an unusually low-margin U.S. deal of about $200 thousand and higher indirect costs including foreign exchange and inventory-related expenses. Operating expenses were broadly flat at $2.10 million, leading to an operating loss of $1.86 million.

Net loss widened to $2.46 million, or $(0.16) per share, compared with $1.86 million, or $(2.18) per share, largely reflecting a non-cash $625 thousand commitment fee increase under the equity line of credit and other financial items. Adjusted EBITDA loss was $1.79 million. Cash and cash equivalents, including restricted cash, rose to about $7.5 million as of March 31, 2026, from about $4.4 million at year-end 2025, mainly from $6.9 million of at-the-market stock sales, partly offset by share repurchases and cash used in operations.

Actelis Networks, Inc. announced that its common stock has begun trading on the OTCQB Venture Market, effective at the open of business on April 24, 2026, under the symbol “ASNS”. This follows the previously announced move of its listing from The Nasdaq Capital Market to the OTC Markets.

The company describes OTCQB as a marketplace for developing and entrepreneurial companies that are current in their SEC reporting and meet minimum listing standards. Actelis states it continues to operate its business as usual and is evaluating options to restore its listing on Nasdaq, while progressing in federal, transportation, utilities and telecom markets. The company cautions there can be no assurance of an active OTCQB trading market, continued market making, or the timing or outcome of any Nasdaq relisting efforts.

Actelis Networks, Inc. reported the results of its 2026 Special Meeting of Stockholders held on April 13, 2026. Stockholders representing 3,131,194 shares of common stock, about 35.75% of the 8,759,402 shares outstanding as of the February 13, 2026 record date, were present in person or by proxy, constituting a quorum.

Stockholders authorized, in accordance with Nasdaq Listing Rule 5635(d), the issuance of common stock under the Company’s ELOC Purchase Agreement, with 798,074 votes for, 285,504 against and 2,964 abstentions, and 2,044,652 broker non-votes. They also approved an amendment to the Amended and Restated Certificate of Incorporation to permit a reverse stock split of the Company’s common stock at a ratio between 1-for-10 and 1-for-25, as determined by the board of directors, with 2,641,144 votes for, 483,887 against and 6,163 abstentions.

A proposal to adjourn the Special Meeting to solicit additional proxies, if needed, was withdrawn because both main proposals received sufficient support.

Actelis Networks, Inc. reports that a Nasdaq Hearings Panel has denied its appeal for continued listing, and trading of its common stock on the Nasdaq Capital Market will be suspended at the open of trading on April 10, 2026.

The delisting follows prior non-compliance with Nasdaq’s $1.00 per share minimum bid price rule after a recent 1-for-10 reverse stock split. Actelis plans for its shares to be quoted on the OTC Markets, aims to trade on the OTCQB Venture Market, and states that its business operations and SEC reporting status are expected to continue unchanged.

Actelis Networks has entered into a binding term sheet to acquire Exaware Ltd. in an all-stock transaction, aiming to expand from secure edge networking into the fast-growing AI-driven data center networking market. The agreed post-transaction value split is approximately 40% attributable to Actelis and 60% to Exaware, subject to third-party valuation and a fairness opinion. At closing, Actelis expects to issue 19.9% of its outstanding common stock to Exaware shareholders, with the remaining consideration in non-voting preferred shares convertible into common stock subject to Nasdaq and other rules. The deal is conditioned on definitive agreements, board and regulatory approvals, and customary closing conditions, with a targeted closing by May 7, 2026, and includes a 60-day no-shop period and a break-up fee. There is no assurance the acquisition will be completed.

Actelis Networks reported full-year 2025 revenue of $3.7M, down from $7.8M in 2024, mainly because two large 2024 deals did not repeat and deployments were delayed in a difficult environment, including a prolonged U.S. government shutdown.

Fourth-quarter 2025 revenue rebounded to about $1.4M, a 113% sequential increase from $0.64M, with improved margins, showing stronger project conversion late in the year. Net loss widened to $8.3M from $4.4M, and Adjusted EBITDA loss increased to $6.9M, reflecting much lower sales and higher financial expenses.

As of December 31, 2025, Actelis had roughly $4.1M in cash and cash equivalents and subsequently raised about $7.3M via its at-the-market program, bolstering liquidity. The board expanded its share repurchase program’s authorization from $1.0M to $1.5M, after having repurchased $50,000 of stock to date.

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.

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.

Actelis Networks, Inc. filed a current report to furnish a press release under Regulation FD. The company announced it has received a "significant expansion order" from a major European natural gas operator, supporting that customer’s ongoing critical infrastructure modernization.

The press release, dated January 30, 2026, is included as Exhibit 99.1 and is incorporated by reference. The information in this furnishing is explicitly labeled as provided under Regulation FD and is not deemed filed for liability purposes under Section 18 of the Exchange Act.

Actelis Networks, Inc. reported that a special stockholder meeting held on January 29, 2026 lacked a quorum and was adjourned without taking any action on the proposal presented. Only 479,098 common shares were present in person or by proxy, below the one-third threshold required by the company’s bylaws.

The meeting had been called to seek stockholder approval to allow issuance of common stock above the 19.99% exchange cap under the company’s Common Stock Purchase Agreement with White Lion Capital LLC. Because approval was not obtained, Actelis must call another stockholder meeting within 90 days, and no additional shares may be issued under that equity line agreement until stockholder approval is received.

Actelis Networks, Inc. filed a current report to furnish a press release about a new business development. The company announced it has received a significant expansion order from a major U.S. carrier related to accelerating deployment of its legacy T1 modernization solutions. The press release is included as Exhibit 99.1 to the report.

Actelis Networks, Inc. filed a current report to furnish a press release dated January 15, 2026, describing that the company has completed delivery under a significant Federal Aviation Administration air traffic control infrastructure modernization order. The press release is provided as Exhibit 99.1 and is incorporated by reference for additional details.

The disclosure is made under Regulation FD, and the company states that the information in this item and Exhibit 99.1 is being furnished rather than filed, limiting its use for certain liability purposes under the federal securities laws.

Actelis Networks, Inc. filed a current report to note that on January 13, 2026, its Chief Executive Officer issued a letter to shareholders. The company released this communication through a press release titled “Actelis Networks CEO Issues Letter to Shareholders.”

The press release is included as Exhibit 99.1 to the report and is incorporated by reference, meaning the detailed message to shareholders is contained in that exhibit rather than in the body of the report itself.

Actelis Networks, Inc. updated its at-the-market equity program, filing a new prospectus supplement that increases the aggregate offering price of its common stock that may be offered and sold under its At-the-Market Offering Agreement with H.C. Wainwright & Co., LLC by $12,000,000. The agreement, originally entered into on September 25, 2024, has an effectiveness period running from September 25, 2024 until September 24, 2027. Any offers and sales under this program may be made pursuant to the company’s effective Form S-3 shelf registration statement and related prospectus, as supplemented by multiple prospectus supplements, including the current one dated January 9, 2026, and the company is under no obligation to sell any shares during the effectiveness period.

Actelis Networks, Inc. furnished a new corporate investor presentation that it has posted on its website and plans to use in meetings with investors, shareholders and analysts. The presentation is included as Exhibit 99.1 and is described as containing forward-looking statements that are subject to important limitations and risk factors discussed in the company’s other SEC reports.

The company also explained that it may share material information about its finances, product development and other matters through its website, SEC filings, press releases, public conference calls and webcasts, and it encourages interested parties to follow these channels for updates.

Actelis Networks (ASNS) approved and enacted a 1-for-10 reverse stock split. The company filed a Certificate of Amendment in Delaware, and the split becomes effective at 8:00 a.m. Eastern Time on November 18, 2025. Trading on the Nasdaq Capital Market will begin on a split-adjusted basis that morning under the same ticker, ASNS.

Every 10 shares of common stock will convert into 1 share, with no change to par value. Outstanding options and warrants will be proportionally adjusted for both exercise price and underlying share count. Any resulting fractional shares will be rounded up to the next whole share. The new CUSIP for the common stock is 00503R 508, and VStock Transfer, LLC will serve as the exchange agent.

Actelis Networks, Inc. filed a current report to share that on November 14, 2025 it issued a press release containing its results of operations for the fiscal third quarter ended September 30, 2025. The press release is furnished as Exhibit 99.1 and is incorporated by reference in this report. The company specifies that this information is being furnished rather than filed under securities laws, which affects how it is treated for certain liability and incorporation-by-reference purposes.

Actelis Networks reported results of its November 7, 2025 special meeting. Stockholders representing 5,454,822 votes, or approximately 36.90% of possible votes, formed a quorum. As of the September 8, 2025 record date, 14,782,509 shares of common stock were outstanding.

Stockholders approved two proposals under Nasdaq Rule 5635(d) authorizing the issuance of warrants and the issuance of common stock underlying such warrants tied to an Inducement Letter dated September 2, 2025 (1,356,971 for; 152,598 against) and to an offering completed on June 30, 2025 (1,354,486 for; 156,580 against). They also approved an amendment to effect a reverse stock split at a ratio between 1‑for‑7 and 1‑for‑12, with the exact ratio to be set by the board and announced before effectiveness (4,930,672 for; 334,395 against; 189,755 abstained). The adjournment proposal was withdrawn.

Actelis Networks (ASNS) reported a Nasdaq listing update. The company has regained compliance with the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). The Nasdaq Hearings Panel granted continued listing on The Nasdaq Capital Market with an extension through December 5, 2025 to regain compliance with the bid price rule.

To meet Nasdaq Listing Rule 5550(a)(1), ASNS must show a closing bid of at least $1.00 per share for a minimum of 10, but generally not more than 20, consecutive business days. The company has scheduled a special meeting on November 7, 2025 to seek shareholder approval for a reverse stock split aimed at restoring bid price compliance by December 5, 2025.

ASNS will be subject to a one-year discretionary Panel Monitor through October 28, 2026. If the company falls out of compliance during this period, Nasdaq may issue a delist determination, which the company could address by requesting a new hearing.

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.

Actelis Networks entered into a common stock purchase agreement with White Lion Capital, giving the company the right to sell up to $30,000,000 of newly issued common shares over time, subject to conditions and a 19.99% share cap unless shareholders approve more. As part of this equity line, Actelis will issue “Commitment Shares” valued at $750,000, with the amount increasing up to $1,500,000 if the stock is delisted from Nasdaq and not relisted within twelve months. The company must file and have effective a resale registration statement by specified dates or issue additional stock to White Lion as penalties.

Concurrently, Actelis completed a private placement with White Lion for approximately $850,000 in gross proceeds, selling 871,766 common shares and pre-funded warrants for up to 3,128,234 shares at about $0.2125 per share or warrant. The pre-funded warrants are exercisable at $0.0001 per share, and combined issuances before shareholder approval are limited by the same 19.99% cap.

Actelis Networks, Inc. (ASNS) disclosed in an 8-K that it furnished a press release dated October 1, 2025 titled "Actelis Networks Receives Significant Order for Major Southern European Carrier". The filing states the press release is attached as Exhibit 99.1 and is being furnished (not filed) under the Exchange Act. The document provides the title and existence of a substantial order announcement but does not include transaction size, timing, customer identity beyond a geographic descriptor, or financial impact. The 8-K is signed by CEO Tuvia Barlev.

Actelis Networks, Inc. reported an organizational change in its sales leadership. As part of its ongoing restructuring, the company eliminated the position of Senior Vice President of Sales, Americas, effective September 17, 2025. This role had been held by Bret Harrison, who left the company on the same date. The company stated that Mr. Harrison’s departure did not result from any disagreement regarding its operations, policies, or practices.

Actelis Networks, Inc. furnished an Item 7.01 current report stating it issued a press release dated September 4, 2025 announcing the launch of the GigaLine 9000 solution for large-scale building connectivity applications. The filing notes the press release is attached as Exhibit 99.1 and is furnished (not "filed") under the Exchange Act, so it is incorporated by reference only where expressly specified. The document is signed by Tuvia Barlev, Chief Executive Officer.

The filing contains no financial results, contract terms, customer names, or deployment timelines; it serves to disclose the product launch and the existence of the press release rather than to provide operational or financial details.

Actelis Networks, Inc. entered into a warrant inducement agreement with a warrant holder who agreed to exercise 4,270,197 existing warrants for cash at a reduced exercise price of $0.37 per share. The company expects to receive approximately $1.6 million in gross proceeds from this exercise, before advisory fees and expenses.

In return, Actelis will issue new common stock purchase warrants to the holder for up to 6,405,296 shares at the same $0.37 exercise price, split between longer-dated Series A-1 warrants and shorter-dated warrants, all exercisable after stockholder approval. The company will also issue 298,914 placement agent warrants at an exercise price of $0.4625 per share and pay cash and expense fees to its financial advisors. Shares outstanding increased from 11,292,114 to 12,545,117 after closing, with 3,017,197 shares held in abeyance due to beneficial ownership limits.

Actelis Networks, Inc. filed an 8-K furnishing a press release dated September 2, 2025 titled “Actelis Networks Receives Strategic Order from the FAA for Critical Air Traffic Control Infrastructure Modernization”. The filing states the press release is attached as Exhibit 99.1 and is furnished (not filed) under the Exchange Act. No financial amounts, timing, contract scope, or customer details are provided in the 8-K text itself; the 8-K serves to notify investors that the company announced a government order via a press release.

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.

Actelis Networks, Inc. announced an operational reorganization intended to enhance customer value and optimize its cost structure. The company furnished a press release describing the reorganization and attached that release as Exhibit 99.1 to the filing. The filing states the information is being furnished (not filed) and is incorporated by reference to the attached press release.

Actelis Networks, Inc. filed a current report to furnish its results of operations for the fiscal second quarter ended June 30, 2025. The company did this by attaching a press release as Exhibit 99.1, dated August 14, 2025. The financial and operating information in that press release is being provided for disclosure purposes and is expressly treated as “furnished,” meaning it is not deemed filed for liability purposes under the securities laws unless specifically incorporated into another filing.

Actelis Networks held its 2025 Annual Meeting on August 12, 2025. As of the June 13, 2025 record date there were 9,246,641 shares outstanding and 3,730,911 shares (about 40.3%) were represented in person or by proxy. Stockholders elected Class III director Tuvia Barlev to a three-year term with 1,081,044 votes in favor and 74,215 abstentions; there were 2,575,652 broker non-votes on that matter. Shareholders ratified Kesselman & Kesselman as the independent registered public accounting firm for the fiscal year ending December 31, 2025 with 3,649,705 votes for, 57,808 against and 23,398 abstaining. The Actelis 2025 Equity Incentive Plan was approved with 763,915 votes for, 229,593 against, 161,751 abstentions and 2,575,652 broker non-votes. A proposal to adjourn, if needed, was withdrawn after these proposals were adopted.

Actelis Networks announced the appointment of Mark DeVol as Chief Revenue Officer, Americas. The company furnished a press release about the appointment as Exhibit 99.1 and incorporated that exhibit by reference into this report.

The filing states the information and the attached press release are "furnished" and not "filed" for purposes of Section 18 of the Exchange Act, and therefore are not subject to the liabilities of that section or incorporated by reference in other filings except as expressly stated. The report is signed by Chief Executive Officer Tuvia Barlev.

Form 8-K Item 7.01 (Reg FD) discloses that Actelis Networks, Inc. has approved a cryptocurrency treasury strategy. The related press release (Ex. 99.1) states that management believes holding digital assets will diversify the Company’s balance sheet and support long-term shareholder value. No dollar amounts, timing details, or specific cryptocurrencies were provided, and the filing contains no financial statements or earnings data.

The disclosure is furnished, not filed, so it is not incorporated into Actelis’ Securities Act liability framework. Management reminds investors that forward-looking statements are subject to risk and directs stakeholders to monitor the Company’s website, SEC filings, and other channels for material updates.

• Symbol: ASNS (Nasdaq Capital Market)
• Date of board approval / press release: 06 Aug 2025
• Key purpose: Balance-sheet diversification via digital assets
• No impact on existing debt, equity, or guidance disclosed.