White Lion reports 3.0M-share stake in Actelis Networks (ASNS) with warrant limits

Rhea-AI Filing Summary

Actelis Networks, Inc. Schedule 13G shows White Lion Capital LLC reports beneficial ownership of 3,000,000 shares of common stock, representing 10.41% of the class based on 28,794,169 shares outstanding as of July 1, 2026. The filing describes additional convertible/exercisable rights under a Purchase Agreement, Pre-Funded Warrants and Common Warrants, each subject to ownership limits that cap acquisitions at 4.99% by default and permit increase to 9.99% under specified notice or agreement conditions. The filing states White Lion currently has no right to acquire additional shares under those instruments due to the stated ownership limits and files to reflect potential beneficial ownership if limits were 9.99%.

Insights

Securities Lawyer

Filing clarifies reported beneficial ownership and contingent acquisition caps.

The report cites 3,000,000 shares held by White Lion and explains contingent rights under a Purchase Agreement, Pre-Funded Warrants and Common Warrants. It preserves the Warrant Ownership Limitation at 4.99% with an optional increase to 9.99% by notice or agreement.

Key legal qualifiers are preserved: the limitations are explicit and the report disclaims admission under Section 13. Subsequent disclosures would be required if those caps change or if White Lion exercises additional acquisition rights.

Equity Markets Analyst

Ownership creates a visible stake and potential issuance overhang capped by explicit limits.

The filing ties the 10.41% reported percentage to a stated share base of 28,794,169 as of July 1, 2026. It flags convertible/exercise pathways but also documents mechanical ownership caps that limit near-term acquisition.

Market impact depends on whether White Lion elects to raise the cap to 9.99% or the issuer triggers Purchase Agreement purchases; timing and cash‑flow treatment are not disclosed in this excerpt.

Key Figures

Shares beneficially owned: 3,000,000 shares Percent of class: 10.41% Shares outstanding: 28,794,169 shares +3 more

6 metrics

Shares beneficially owned 3,000,000 shares reported holding by White Lion Capital LLC

Percent of class 10.41% based on 28,794,169 shares outstanding as of July 1, 2026

Shares outstanding 28,794,169 shares as of July 1, 2026 (used for Rule 13d-3 calculation)

Default warrant cap 4.99% Warrant Ownership Limitation preventing acquisitions above this level

Maximum potential cap 9.99% cap may be increased to 9.99% by 61 days’ notice or by agreement

Purchase Agreement effective date October 1, 2025 effective date of the Purchase Agreement referenced in the filing

Key Terms

Pre-Funded Warrants, Warrant Ownership Limitation, Purchase Agreement, Rule 13d-3

4 terms

Pre-Funded Warrants financial

"Under the Pre-Funded Warrants and Common Warrants, White Lion may acquire Shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Warrant Ownership Limitation regulatory

"would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99%"

Purchase Agreement financial

"a common stock purchase agreement (the "Purchase Agreement") with an effective date of October 1, 2025"

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

Rule 13d-3 regulatory

"Calculated in accordance with Rule 13d-3 promulgated under the Exchange Act"

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.

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Available on EDGAR 07/09/2026 - 07:16 PM Accepted by SEC EDGAR 07/09/2026 - 07:15 PM Learn about SEC filing dates

FAQ

What stake does White Lion Capital LLC report in ASNS?

White Lion reports 3,000,000 shares, equal to 10.41% of common stock based on 28,794,169 shares outstanding as of July 1, 2026. The filing treats additional conversion/exercise rights under contractual limits as potential beneficial ownership.

Does White Lion have the right to buy more ASNS shares now?

The filing states White Lion currently has no right to acquire additional shares under the Pre-Funded Warrants or Common Warrants because of stated ownership limits; the Purchase Agreement also contains a 9.99% cap.

What ownership limits govern White Lion’s potential acquisitions?

The filing describes a Warrant Ownership Limitation at 4.99% by default and a Purchase Agreement Ownership Limitation at 9.99%. White Lion may increase the warrant cap to 9.99% with 61 days’ notice or by agreement.

What is the reference share count used to calculate the percentage?

The percentage is calculated using 28,794,169 shares of Common Stock outstanding as of July 1, 2026, as stated in the filing for Rule 13d-3 calculations.

What contractual instruments could increase White Lion’s ownership?

The filing identifies a Purchase Agreement (effective October 1, 2025), Pre-Funded Warrants, and Common Warrants as instruments that could allow acquisition of additional shares, subject to the ownership caps described.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Actelis Networks, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00503R508

(CUSIP Number)

07/01/2026

(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

White Lion 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

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,000,000.00

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)

10.41 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) The shares of common stock (the "Shares") of Actelis Networks, Inc. (the "Issuer") reported herein represent (i) 3,000,000 Shares held by White Lion Capital LLC ("White Lion"), and (ii) additional Shares that may be acquired by White Lion pursuant to (a) a common stock purchase agreement (the "Purchase Agreement") with an effective date of October 1, 2025, between the Issuer and White Lion, as amended pursuant to Exchange and Amendment Agreement (the "Amendment"), (b) commitment share pre-funded warrants ("Pre-Funded Warrants"), and (c) commitment share common warrants ("Common Warrants"). Under the Pre-Funded Warrants and Common Warrants, White Lion may acquire Shares (or securities convertible into or exercisable for Shares) in accordance with the respective terms and subject to the respective conditions and limitations contained therein. One of such limitations is that White Lion is prohibited from acquiring any Shares under the Pre-Funded Warrants and Common Warrants, which, when aggregated with all other Shares then beneficially owned by White Lion and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99% of the Shares outstanding (the "Warrant Ownership Limitation"). White Lion may increase the Warrant Ownership Limitation up to 9.99% (a) upon sixty-one (61) days prior written notice to the Issuer, or (b) upon written agreement of White Lion and the Issuer. Furthermore, under the Purchase Agreement, at the Issuer's sole discretion, White Lion may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One of such limitations is that the Fund is prohibited from acquiring any Shares under the Purchase Agreement, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 9.99% of the Shares outstanding (the "Purchase Agreement Ownership Limitation"). For the sake of clarity, White Lion owns 3,000,000 Shares as of the date of the filing and currently has no right to acquire Shares upon exercise of outstanding Pre-Funded Warrants and Common Warrants as of the date of the filing due to the Warrant Ownership Limitation and Purchase Agreement Ownership Limitation. Solely for the purposes of Rule 13d-3 and this Schedule 13G, White Lion is filing this report to reflect that it may beneficially own Shares pursuant to the Purchase Agreement and the Pre-Funded Warrants and Common Warrants as if the Warrant Ownership Limitation was 9.99% even if, in the future, it ceases to hold the Shares it currently holds. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. (2) Calculated in accordance with Rule 13d-3 promulgated under the Exchange Act and based on 28,794,169 shares of Common Stock outstanding as of July 1, 2026.

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: White Lion Capital LLC
(b)	Address or principal business office or, if none, residence: 17631 Ventura Blvd., Suite 1008 Encino, California 91316
(c)	Citizenship: Nevada
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 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: The information contained in rows 5 through and including row 11 on the cover page of this Schedule 13G, including the footnote thereto, is incorporated by reference in this Item 4.
(b)	Percent of class: The information contained in rows 5 through and including row 11 on the cover page of this Schedule 13G, including the footnote thereto, is incorporated by reference in this Item 4.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information contained in rows 5 through and including row 11 on the cover page of this Schedule 13G, including the footnote thereto, is incorporated by reference in this Item 4.
	(ii) Shared power to vote or to direct the vote: The information contained in rows 5 through and including row 11 on the cover page of this Schedule 13G, including the footnote thereto, is incorporated by reference in this Item 4.
	(iii) Sole power to dispose or to direct the disposition of: The information contained in rows 5 through and including row 11 on the cover page of this Schedule 13G, including the footnote thereto, is incorporated by reference in this Item 4.
	(iv) Shared power to dispose or to direct the disposition of: The information contained in rows 5 through and including row 11 on the cover page of this Schedule 13G, including the footnote thereto, is incorporated by reference in this Item 4.
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.

White Lion Capital LLC

Signature:	/s/ Nathan Yee
Name/Title:	Nathan Yee, Managing Partner
Date:	07/09/2026