Actelis Networks ownership update: 3.0% stake

Actelis Networks disclosure: S.H.N.

Rhea-AI Filing Summary

Actelis Networks disclosure: S.H.N. Financial Investments Ltd. amended its Schedule 13G/A to report beneficial ownership of 812,500 instruments related to common stock. The filing states the 812,500 figure represents warrants to purchase common stock and reports a 3.0% ownership percentage based on 26,725,763 shares outstanding as reported in the issuer's Form 10-K.

The amendment identifies the reporting person as S.H.N. Financial Investments Ltd. (Israel) and notes Nir Shamir as CEO of the reporting person. Signature block is dated 05/15/2026.

Insights

Corporate Governance Analyst

Routine beneficial-ownership amendment reporting warrants equal to 3.0% of shares outstanding.

The filing amends a prior Schedule 13G/A and lists 812,500 as the amount in Rows (5),(7) and (9), described in the text as warrants to purchase common stock. The percentage is calculated on 26,725,763 shares outstanding per the issuer's Form 10-K.

Timing and cash-flow treatment are not stated in the excerpt; subsequent filings would detail exercises or transfers. The disclosure names the reporting entity and provides an executive signature dated 05/15/2026.

Key Figures

Amount beneficially owned: 812,500 Warrants to purchase common stock: 812,500 warrants Percent of class: 3.0% +2 more

5 metrics

Amount beneficially owned 812,500 Amount listed on the cover and in Item 4(a)

Warrants to purchase common stock 812,500 warrants Amounts in Rows (5),(7),(9) described as warrants

Percent of class 3.0% Calculated based on shares outstanding reported in Form 10-K

Shares outstanding 26,725,763 shares Issuer's Annual Report on Form 10-K cited in the amendment

Filing signature date 05/15/2026 Date on signature block

Key Terms

warrants, beneficially owned, Schedule 13G/A, Rule 13d-3

4 terms

warrants financial

"The amounts in Row (5), (7) and (9) represent 812,500 Warrants to purchase shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

beneficially owned regulatory

"Amount beneficially owned: 812,500"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13G/A regulatory

"This amendment No. 1 refers to a filed with the on December 29, 2025"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Rule 13d-3 regulatory

"may be deemed to beneficially own (as that term is defined in Rule 13d-3 ) the securities"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

FAQ

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

What did S.H.N. Financial report in the ASNS Schedule 13G/A amendment?

S.H.N. Financial reported ownership of 812,500 instruments described as warrants to purchase common stock. The amendment states this equals a 3.0% stake measured against 26,725,763 shares outstanding per the issuer's Form 10-K.

Does the filing state these holdings are shares or warrants for ASNS?

The amendment clarifies the amounts in Rows (5), (7) and (9) represent 812,500 warrants to purchase common stock. It separately lists 812,500 as the amount beneficially owned on the cover lines.

On what basis was the 3.0% ownership percentage calculated for ASNS?

The 3.0% percentage is based on 26,725,763 shares outstanding, cited from the issuer's Annual Report on Form 10-K filed on 03/18/2026, as stated in the amendment.

Who signed the Schedule 13G/A amendment for ASNS and when?

The amendment is signed by Nir Shamir, Chief Executive Officer of the reporting person, with the signature dated 05/15/2026, as shown in the filing excerpt.

Does the amendment state whether cash proceeds or exercises occurred for ASNS warrants?

The excerpt does not describe any cash proceeds, exercises, or transfers; it characterizes the instruments as warrants and reports ownership figures without cash-flow details.

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

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Accepted by SEC EDGAR 05/15/2026 - 04:10 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Actelis Networks Inc

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00503R508

(CUSIP Number)

05/15/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 00503R508

1

Names of Reporting Persons

S.H.N. Financial Investments Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 812,500.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 812,500.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

812,500.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.0 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Actelis Networks Inc
(b)	Address of issuer's principal executive offices: 710 Lakeway Drive, Suite 200, Sunnyvale CA 94805
Item 2.
(a)	Name of person filing: S.H.N. Financial Investments Ltd.
(b)	Address or principal business office or, if none, residence: Herzliya Hills Arik Einstein 3, Israel, 4610301
(c)	Citizenship: Israel
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 00503R508
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 812,500 ?This amendment No. 1 refers to a Schedule 13G filed with the Securities and Exchange Commission on December 29, 2025 covering 643,250 shares of Common Stock. The amounts in Row (5), (7) and (9) represent 812,500 Warrants to purchase shares of Common Stock. The percentage set forth on Row (11) of the cover page for the reporting person is based on 26,725,763 shares of Common Stock outstanding, based on the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2026. Nir Shamir is the Chief Executive Officer of the Reporting Person. As such, Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 3.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 812,500
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 812,500
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

S.H.N. Financial Investments Ltd.

Signature:	/s/ Nir Shamir
Name/Title:	Nir Shamir, Chief Executive Officer
Date:	05/15/2026