Actelis Networks, Inc. SEC Filings

Actelis Networks (ASNS) reported an insider equity grant. The Chief Technology Officer received 30,000 restricted stock units (RSUs) on September 21, 2025.

The RSUs vest in three equal annual tranches on September 21, 2026, September 21, 2027, and September 21, 2028, subject to continued service. According to the filing, if service ends earlier, unvested RSUs will vest at the termination date based on the upcoming annual anniversary amount, pro‑rated to the termination date.

The derivative security shows a $0 price (typical for RSUs). Following this grant, 30,000 derivative securities were reported as direct beneficial ownership.

Actelis Networks (ASNS) reported an insider equity grant on a Form 4. The company’s Vice President of R&D received 30,000 restricted stock units (RSUs) on 09/21/2025.

The RSUs vest in three equal annual tranches on 09/21/2026, 09/21/2027, and 09/21/2028, subject to continued service. Upon termination, unvested RSUs vest based on the upcoming annual anniversary amount, prorated to the termination date. Following the grant, the officer beneficially owns 30,000 derivative securities directly.

Actelis Networks (ASNS)Tuvia Barlev received 694,444 restricted stock units on September 12, 2025. The filing lists these as derivative securities tied to common stock with a reported price of $0 for the RSU grant and direct ownership.

The RSUs vest annually in three equal tranches: September 12, 2026; September 12, 2027; and September 12, 2028, subject to continued service. If service ends earlier, any unvested RSUs will vest at termination based on the upcoming annual anniversary amount, pro‑rated to the termination date.

Actelis Networks (ASNS) reported an insider equity award. A director filed a Form 4 for the grant of 138,889 restricted stock units (RSUs) on 09/12/2025. The filing lists the RSUs at $0 and held directly.

The RSUs vest in three equal annual tranches: September 12, 2026, September 12, 2027, and September 12, 2028, subject to continued service. If the director’s engagement ends, any unvested RSUs vest on the termination date based on the upcoming annual anniversary amount, pro‑rated to the termination date.

Actelis Networks (ASNS) filed Amendment No. 2 to its Form S-1 registering up to 14,711,737 shares of common stock for resale by White Lion Capital. The registered shares comprise up to 10,000,000 shares that Actelis may sell to White Lion under an equity line of credit, 1,200,000 commitment shares, 871,766 shares issued in a private placement, and 2,639,971 shares issuable upon exercise of pre-funded warrants.

Actelis is not selling securities in this prospectus and will not receive proceeds from selling stockholder resales. The company may receive up to $30.0 million in aggregate gross proceeds from White Lion over a 36‑month period under the equity line, depending on drawdowns and pricing. The filing notes potential dilution and price impact from issuances and resales, and includes limitations such as a 19.99% Exchange Cap and beneficial ownership limits of 4.99% (or 9.99% at holder election).

Nasdaq granted an extension through December 5, 2025 to regain the $1.00 bid price, and a special shareholder meeting is scheduled for November 7, 2025 to consider a reverse split. Shares outstanding were 17,477,860 as of November 4, 2025; this is a baseline figure, not the amount being offered.

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 (ASNS) filed Amendment No. 1 to its Form S-1, solely to include Rule 473(b) language providing for automatic effectiveness 20 days after filing. The amendment does not modify the prospectus, and a preliminary prospectus is omitted.

The company will bear offering costs, with an expense table totaling $23,778.77 (SEC fee $778.77; printing $2,000; accounting $6,000; legal $15,000). The filing restates standard Delaware indemnification provisions for directors and officers.

Item 15 summarizes recent unregistered financing activity, including: a May 2023 private placement (~$3.5 million), a December 2023 placement (~$1.5 million), June and July 2024 warrant inducements (~$3.0 million and ~$2.25 million), a July 2025 private placement (~$1 million), a September 2025 warrant exercise (~$1.6 million), an equity line of credit for up to $30,000,000, and a September 2025 PIPE (~$850,000).

Actelis Networks, Inc. (ASNS) filed a Registration Statement on Form S-1 seeking to register resale of common stock held by a selling stockholder and to register shares issuable under related financing agreements. The prospectus discloses up to $30.0 million of potential gross proceeds available from White Lion Capital under an equity line (the ELOC Purchase Agreement), subject to the company’s discretion, exchange rules and a 4.99% beneficial ownership cap. The filing identifies up to 10,000,000 shares that could be sold to White Lion, 1,200,000 commitment shares, 871,766 PIPE shares and 3,128,234 shares issuable on exercise of pre-funded warrants.

The prospectus clarifies the company is not selling securities here and will not receive proceeds from secondary sales by the selling stockholder. It lists governance provisions that may deter takeover attempts (classified board, no cumulative voting, exclusive Delaware forum) and discloses typical risk factors including history of losses, need for capital, Nasdaq compliance risk, potential impacts from geopolitical events in Israel, and going-concern considerations. The document incorporates multiple prior filings and exhibits and includes estimated registration expenses.