Actelis Networks, Inc. received an amended Schedule 13G from investors Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC reporting their beneficial ownership of the company’s common stock. As of December 31, 2025, they may be deemed to beneficially own 849,800 shares, or 9.99% of the common stock, including both shares and exercisable warrants held by Intracoastal. This percentage is calculated using 8,058,392 shares outstanding as of that date plus shares issuable from three warrants. Additional warrant shares are subject to blocker provisions that cap their beneficial ownership at 9.99% or 4.99%, which limits how many warrant shares can be counted as currently beneficially owned.
What ownership stake in Actelis Networks (ASNS) is reported in this Schedule 13G/A?
The filing reports that the group led by Intracoastal Capital LLC beneficially owns 849,800 shares of Actelis Networks common stock, representing 9.99% of the class. This stake includes both shares currently held and shares issuable upon exercise of certain warrants.
Who are the reporting persons in the Actelis Networks (ASNS) Schedule 13G/A?
The reporting persons are Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC. Kopin and Asher are individuals in the United States, while Intracoastal is a Delaware limited liability company that holds the reported shares and warrants.
How is the 9.99% Actelis Networks (ASNS) ownership percentage calculated?
The 9.99% figure is based on 8,058,392 Actelis common shares outstanding as of December 31, 2025, plus shares issuable from three Intracoastal warrants. In total, 849,800 shares are counted as beneficially owned for this percentage calculation.
What warrants held by Intracoastal affect its Actelis Networks (ASNS) stake?
Intracoastal’s 849,800-share beneficial stake includes 401,677 common shares and shares issuable from three warrants: Intracoastal Warrant 1, Warrant 2, and Warrant 3. These warrants together add several hundred thousand shares to the reported beneficial ownership.
What are the blocker provisions mentioned for Actelis Networks (ASNS) warrants?
Certain Intracoastal warrants have blocker provisions that prevent exercises increasing beneficial ownership above set limits. One warrant is blocked above 9.99% ownership, and another above 4.99%. Because of these limits, some warrant shares are excluded from the current 849,800-share beneficial ownership figure.
Could the reporting group’s potential Actelis Networks (ASNS) ownership be higher without blockers?
Yes. Without the blocker provisions in the warrants, the reporting persons may have been deemed to beneficially own 1,755,580 Actelis shares. The blockers restrict how many warrant shares can be treated as beneficially owned at any given time under ownership percentage thresholds.
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)
00503R409
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
00503R409
1
Names of Reporting Persons
Mitchell P. Kopin
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
849,800.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
849,800.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
849,800.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
00503R409
1
Names of Reporting Persons
Daniel B. Asher
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
849,800.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
849,800.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
849,800.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
00503R409
1
Names of Reporting Persons
Intracoastal Capital LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
849,800.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
849,800.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
849,800.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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:
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)
Citizenship:
Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)
Title of class of securities:
Common stock, par value $0.0001 per share
(e)
CUSIP No.:
00503R409
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:
As of the close of business on December 31, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 849,800 shares of Common Stock, which consisted of (i) 401,677 shares of Common Stock held by Intracoastal, (ii) 235,000 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 1"), (iii) 81,301 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 2") and (iv) 131,822 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 3"), and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 8,058,392 shares of Common Stock outstanding as of December 31, 2025, as reported by the Issuer, plus (2) 235,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (3) 81,301 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 and (4) 131,822 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3. The foregoing excludes (I) 30,780 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock and (II) 875,000 shares of Common Stock issuable upon exercise of a fourth warrant held by Intracoastal ("Intracoastal Warrant 4") because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,755,580 shares of Common Stock.
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
849,800
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
849,800
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
