As filed with
the Securities and Exchange Commission on September 8, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Actelis Networks, Inc.
(Exact name of Registrant as specified in its
charter)
| Delaware |
|
52-2160309 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
4039 Clipper Court
Fremont, CA 94538
(Address of principal executive offices) (Zip
code)
Actelis Networks, Inc.
2025 Equity Incentive Plan
(Full title of the plan)
Tuvia Barlev
Chief Executive Officer, Secretary and Chairman
of the Board of Directors
Actelis Networks, Inc.
4039 Clipper Court
Fremont, CA 94538
(Name and address of agent for service)
(510) 545-1045
(Telephone number, including area code, of agent
for service)
Eyal Peled, Esq.
Greenberg Traurig, LLP
One Vanderbilt Avenue,
New York, NY 10017-3852
Phone: (212) 801-9210
Fax: (212) 801-6400
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified
in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement. The documents containing the information specified
in Part I of Form S-8 will be delivered to the participants in the plans covered by this Registration Statement as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed
by Actelis Networks, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”)
are incorporated by reference into this Registration Statement:
| (a) | The Registrant’s Annual
Report on Form
10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 24, 2025; |
| (b) | The Registrant’s Quarterly
Reports on Form
10-Q for the quarter ended March 31, 2025, filed with the Commission on May 13, 2025 and the
quarter ended June 30, 2025, filed with the Commission on August 14, 2025; |
| (c) | The Registrant’s Current Reports on Form 8-K (excluding any
reports or portions thereof that are deemed to be furnished and not filed) filed on February
4, 2025 (as amended on February
13, 2025); February
13, 2025; March
4, 2025; March
28, 2025; April
1, 2025; May 13, 2025; May
13, 2025; May
21, 2025, June
16, 2025; July
3, 2025; August
6, 2025; August 11,
2025; August 13, 2025; August
14, 2025; August 21,
2025; August 25, 2025; September
2, 2025; September 3,
2025 and September 4,
2025; and |
| (d) | The description of the Registrant’s
Common Stock contained in the Registrant’s Registration Statement on Form
8-A filed on May 4, 2022 (File No. 001-41375) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
All documents, reports and
definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
(other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such
items) on or after the date of this Registration Statement and prior to the filing of a post- effective amendment to this Registration
Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document
that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The certificate of incorporation and the by-laws
of the Registrant, each as amended to date, provide that the Registrant will indemnify, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, each person who is or was a director, officer, employee or agent of the Registrant, or who serves
or served any other enterprise or organization at the request of the Registrant. Pursuant to Delaware law, this includes elimination of
liability for monetary damages for breach of the directors’ fiduciary duty of care to the Registrant and the Registrants’
stockholders. These provisions do not eliminate the directors’ duty of care and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue
to be subject to liability for breach of the director’s duty of loyalty to the Registrant, for acts or omissions not in good faith
or involving intentional misconduct, for knowing violations of law, for any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision
also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal
environmental laws.
Section 145 of the Delaware General Corporation
Law permits a corporation to indemnify any director or officer of a corporation against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason
of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that
he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action
or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. In a derivative action (i.e., one brought
by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director
or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that
he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall
be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Chancery
Court or the court in which the action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity
for such expenses despite such adjudication of liability.
The Certificate of Incorporation of the Registrant
provides that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists
or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or a person for
whom such person is the legal representative, is or was a director or officer of the Registrant or, while a director or officer of the
Registrant, is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation or of
a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnified
Person in such Proceeding.
In connection therewith, the Registrant has agreed
to pay the expenses (including attorneys’ fees) incurred by an any such person in defending any such proceeding in advance of its
final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final
disposition of such proceeding shall be made only upon receipt of an undertaking by such person to repay all amounts advanced if it should
be ultimately determined that such person is not entitled to be indemnified under the Certificate of Incorporation of the Registrant.
In addition, the Registrant may indemnify and
advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any proceeding by reason of
the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Registrant
or, while an employee or agent of the Registrant, is or was serving at the Registrants’ request as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity,
including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’
fees) reasonably incurred by such person in connection with such Proceeding. the Registrant may pay the expenses (including attorneys’
fees) incurred by an employee or agent in defending any proceeding in advance of its final disposition on such terms and conditions as
may be determined by the Registrants’ Board of Directors.
The Registrants’ Board of Directors has
and expects, to the full extent permitted by applicable law, to authorize an appropriate officer or officers to purchase and maintain
at the Registrants’ expense insurance: (a) to indemnify the Registrant for any obligation which it incurs as a result of the indemnification
of directors, officers and employees; and (b) to indemnify or insure directors, officers and employees against liability in instances
in which they may not otherwise be indemnified by the Corporation under the provisions of the Certificate of Incorporation of the Registrant.
the Registrant has entered into agreements with
the Registrant directors and executive officers that require the Registrant to indemnify these persons against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by reason of the fact that the person is or was a director
or officer of the Registrant or any of the Registrants’ affiliated enterprises, provided the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the Registrant s’ best interests and, with respect to any criminal
proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The indemnification agreements also establish procedures
that will apply if a claim for indemnification arises under the agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number |
|
Description of Exhibit |
| 3.1 |
|
Twenty Fourth Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect (included as Exhibit 3.5 to our Registration Statement on Form S-1, as amended, as filed with the Securities and Exchange Commission on May 10, 2022, and incorporated herein by reference). |
| 3.2 |
|
Second Amended and Restated By-Laws of the Registrant, as currently in effect (included as Exhibit 3.4 to our Registration Statement on Form S-1, as amended, as filed with the Securities and Exchange Commission on May 2, 2022, and incorporated herein by reference). |
| 5.1* |
|
Opinion of Greenberg Traurig LLP, as to the legality of the securities being registered |
| 23.1* |
|
Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, independent registered public accounting firm. |
| 23.2* |
|
Consent of Greenberg Traurig LLP (included in Exhibit 5.1) |
| 24.1* |
|
Power of Attorney (included on the signature page of this Registration Statement) |
| 99.1 |
|
Actelis Networks, Inc. 2025 Equity Incentive Plan (included as Appendix A to our Definitive Proxy Statement on Schedule 14A filed on June 26, 2025 and incorporated by reference herein) |
| 107* |
|
Filing Fee Table |
ITEM 9. UNDERTAKINGS
| (a) | The undersigned registrant
hereby undertakes: |
| (1) | To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required
by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement; and |
| (iii) | To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement; |
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
| (2) | That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| (3) | To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fremont, State of California, on this 8th day of September 2025.
| |
Actelis Networks, Inc. |
| |
|
| |
By: |
/s/ Tuvia Barlev |
| |
|
Name: |
Tuvia Barlev |
| |
|
Title: |
Chief Executive Officer and Secretary |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS,
that each person whose signature appears below hereby constitutes and appoints Tuvia Barlev and Yoav Efron, and each of them, as his or
her true and lawful agents, proxies and attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any
and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto
and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all
schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary
or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement
or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might
or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes
may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the 8th
day of September 2025.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Tuvia Barlev |
|
Chief Executive Officer, Secretary and Chairman |
|
September 8, 2025 |
| Tuvia Barlev |
|
of the Board (Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Yoav Efron |
|
Deputy CEO and Chief Financial Officer (Principal Financial Officer |
|
September 8, 2025 |
| Yoav Efron |
|
and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Niel Ransom |
|
Director |
|
September 8, 2025 |
| Niel Ransom |
|
|
|
|
| |
|
|
|
|
| /s/ Gideon Marks |
|
Director |
|
September 8, 2025 |
| Gideon Marks |
|
|
|
|
| |
|
|
|
|
| /s/ Julie Kunstler |
|
Director |
|
September 8, 2025 |
| Julie Kunstler |
|
|
|
|
