Transaction expected to mark Actelis’ entry into the high-growth AI-driven data center networking market, leveraging Exaware’s rapidly expanding footprint across data center environments Acquisition is designed to enable a unified, multi-layer, cyber-hardened networking platform spanning secure edge, aggregation, and data center connectivity for rapid, reliable and cost-effective deployment Subject to completion, the combined company will be positioned to capitalize on accelerating global demand for AI-driv ...

Core Insights - Actelis Networks has secured an order for its hybrid fiber-copper networking solutions to upgrade the intelligent transportation system in Cincinnati, Ohio, marking a significant expansion in the U.S. municipal ITS market [1][2] Group 1: Company Developments - The order for Cincinnati adds to a series of successful contracts in the transportation sector across various U.S. municipalities, including California's Caltrans and cities like Chino and Ventura [2] - This deployment represents Actelis' first municipal ITS win in the Midwest, showcasing the company's growing geographic reach as cities modernize their traffic infrastructure [2][3] Group 2: Technology and Solutions - Actelis' solutions provide fiber-grade connectivity over existing infrastructure, allowing for rapid and cost-effective upgrades with built-in cybersecurity features [3] - The company emphasizes its "Cyber Aware Networking" initiative, which offers AI-based cyber monitoring and protection for edge devices, enhancing overall network security [4]

Exhibit 99.1 · Strong Fourth Quarter Performance: Actelis delivered improved results in the fourth quarter of 2025 compared to the third quarter, with revenue increasing to $1.37 million, representing growth of 113% sequentially and exceeding revenue in each of the prior quarters of the year. Fourth quarter revenue also increased by 29% compared to the fourth quarter of 2024, driven by improved revenue conversion from projects developed earlier in the year. Gross margin in the fourth quarter improved to 35% ...

Revenue and Customer Base - Actelis Networks derives approximately 73% and 72% of its revenues from IoT customers for the years ended December 31, 2025, and December 31, 2024, respectively [27]. - The top ten customers accounted for approximately 62% and 74% of total revenues for the years ended December 31, 2025, and December 31, 2024, respectively [28]. Financial Position - As of December 31, 2025, Actelis had an accumulated deficit of $52 million and cash on hand of $4.4 million [29]. - The company reported a net loss of $8.3 million for the year ended December 31, 2025, and an accumulated deficit of $52 million as of the same date [193]. - Negative cash flows from operations were $7.7 million for the year ended December 31, 2025 [195]. - The company has cash on hand of $4.4 million, with long-term restricted bank deposits of $30 thousand and $91 thousand as of December 31, 2025 [195]. Product Development and Innovation - The company launched its MetaShield AI-Powered SaaS solution in December 2024, designed to monitor and protect IoT devices [26]. - Actelis' hybrid fiber networking solutions can deliver connectivity speeds of up to multi-Gigabit while supporting Fiber-grade reliability [19]. - In 2025, Actelis enhanced its service capabilities in monitoring market vulnerabilities, offering embedded software upgrades to protect against emerging threats [41]. - The company has invested nearly $100 million in developing its patented "Triple Shield" technology, enhancing connectivity performance and security through features like 256-bit encryption [101]. - In 2023, the company launched the "Gigaline" product family, addressing challenges in hybrid-fiber connectivity for IoT and telecom customers [102]. - The GL800 product line extends multi-gigabit fiber-grade connectivity to various installations, including buildings and 5G base stations [103]. - The GL900 product line enables Gigabit connectivity from fiber installations to individual offices and apartments, targeting over 20 million buildings in the US [104]. - The GL5000 and GL6000 product groups introduced in 2023 include over 40 variants of hardened, 10Gbps fiber switches for the IoT market [105]. - The MetaShield product, set to launch in 2024, is an AI-powered cybersecurity solution designed to monitor IoT devices for cyber risks and operational anomalies [107]. - The EMS network management software has been enhanced to support new products and includes advanced security features for better cyber protection [106]. Market Trends and Opportunities - The Edge AI market is projected to grow from approximately $20 billion in 2024 to nearly $190 billion by 2033, indicating significant market potential [46]. - The global cybersecurity market is expected to increase from approximately $240 billion in 2024 to nearly $500 billion by 2033, highlighting the demand for robust cybersecurity solutions [46]. - The Smart Transportation market is projected to exceed $250 billion by 2029, driven by the modernization of intelligent transportation systems [46]. - The Broadband Equity program has allocated $28 billion to modernize high-speed internet access across all 50 states, targeting underserved communities [48]. Capital Raising and Financial Compliance - In a private placement on June 30, 2025, the company raised approximately $1 million by issuing 162,602 shares of Common Stock at $6.15 per share [49]. - The Series A-3 and A-4 Warrants, exercisable at $6.15 per share, were issued in conjunction with the private placement, allowing for potential future capital [50][51]. - The company raised approximately $1.6 million from the exercise of existing warrants at a reduced price of $3.70 per share, enhancing its liquidity position [69]. - The Company entered into a Common Stock Purchase Agreement with White Lion Capital, allowing for the purchase of up to $30,000,000 in newly issued shares of Common Stock [74]. - The Company is required to file a Resale Registration Statement with the SEC for the shares issued under the Common Stock Purchase Agreement within five business days [75]. - The Company agreed to hold a Special Meeting to obtain shareholder approval for issuing Common Stock beyond the Exchange Cap within 120 days of October 1, 2025 [77]. - If shareholder approval is not obtained, the Company must call additional Special Meetings every 90 days for up to 360 days [78]. - The Company issued shares to White Lion as Commitment Shares valued at $750,000, calculated based on the lowest traded price of the Common Stock prior to issuance [79]. - The December 2025 Offering raised approximately $5 million from the sale of 4,352,500 shares of Common Stock and associated warrants [92]. - The net proceeds from the December 2025 Offering were approximately $4.46 million after deducting fees and expenses [97]. - The Board authorized an expansion of the stock repurchase program to a maximum aggregate purchase price of $1.5 million, with $50,000 already repurchased [99]. Compliance and Regulatory Issues - The company received a notification from Nasdaq regarding non-compliance with the Minimum Shareholders' Equity Requirement of $2,500,000 [55]. - Following a special meeting, the company regained compliance with Nasdaq listing requirements on August 27, 2024, but remained under a panel monitor until August 27, 2025 [56]. - The company was notified on May 12, 2025, of non-compliance with the Bid Price Rule, requiring a minimum bid price of $1.00 per share [201]. - The company faced potential delisting due to non-compliance with the Minimum Shareholders' Equity Requirement as of June 30, 2025 [202]. - A reverse stock split was executed on November 18, 2025, to help regain compliance with Nasdaq listing requirements [204]. - The company regained compliance with the Bid Price Rule on December 3, 2025, closing the previously disclosed listing matter [205]. - The company will remain under a one-year "Panel Monitor" to ensure compliance with Nasdaq listing requirements through December 5, 2026 [206]. - The company may face immediate delisting if its market value of listed securities remains below $5 million for 30 consecutive business days [212]. Strategic Focus and Growth Initiatives - The company aims to become the global leader in cyber-secure, cost-effective, and quick-to-deploy hybrid networking solutions for wide-area applications [32]. - The company has established a strong reputation with over 100 telecom service providers globally, focusing on both telecom and fast-growing IoT markets [115]. - The sales and marketing strategy includes a multi-channel approach with partners across North America, Europe, and Asia, enhancing the company's credibility and market reach [127]. - The company has focused sales efforts on the Programs of Record (PoRs) in the Department of War since late 2025, aiming to become the default technology in several branches [129]. - The company currently has projects in over 100 cities, primarily in North America and Europe, under the Smart City initiative [131]. - The company has signed an agreement to provide solutions to hundreds of airports in 39 countries since 2022, targeting airport security and baggage management [133]. - The company has entered into several large multi-year contracts with ITS, military, and airports, which will generate predictable sales for the coming years [160]. - The company is investing in expanding its sales and marketing presence in Federal and Military sectors, hiring key personnel to drive growth [159]. - The company is pursuing growth through mergers and acquisitions to fill business gaps and enhance offerings without lengthy marketing cycles [168]. - The company has projects in the Energy and Water sector, focusing on sub-station monitoring and pipeline security, with operations in North America and Europe [134]. - The company aims to leverage its unique value in IoT verticals, particularly in Federal/Military and Smart Cities, to enhance global recognition and coverage [157]. Operational Challenges and Risks - The company is subject to various federal, state, and foreign laws and regulations regarding environmental matters, which may impact operations [176]. - The company relies on a combination of trade secrets, patents, and trademarks to protect its intellectual property, with 29 patents granted in the U.S. [177][178]. - The company has a history of net losses and may incur substantial losses in the future, raising doubts about its ability to continue as a going concern [185]. - The company is focused on serving IoT verticals while continuing to serve existing Telco customers, which may complicate growth evaluation [186]. - The company has received Israeli government grants for research and development, which require compliance with specific conditions to avoid penalties [190]. - The company may continue to incur negative cash flow from operating and investing activities due to ongoing research and development, sales and marketing, and general administrative expenses [196]. - There is substantial doubt regarding the company's ability to continue as a going concern, which may limit its ability to raise additional funds through equity or debt securities [197].

Core Insights - Actelis Networks reported a significant increase in fourth quarter revenue, more than doubling sequentially to approximately $1.4 million, reflecting a 113% increase from $0.64 million in the third quarter of 2025 [1][3] - Despite a challenging year with total revenues of $3.7 million for 2025, down from $7.8 million in 2024, the company showed operational momentum and improved margins in the fourth quarter [1][4] Financial Performance - Fourth quarter revenue increased by 29% compared to the same quarter in 2024, driven by better revenue conversion from earlier projects [3] - Gross margin improved to 35% in the fourth quarter from 28% in the third quarter of 2025 [3] - Operating loss for the year was $7.2 million, compared to $3.8 million in 2024, primarily due to lower sales [10][12] Cost Management - The company continued to execute its cost reduction plan throughout 2025, with operating expenses increasing by only $0.3 million despite foreign exchange impacts [3][10] - General and administrative expenses decreased to $2.9 million in 2025 from $3.2 million in 2024, reflecting cost reduction measures [8] Market Expansion - Actelis is expanding its presence in the federal and defense markets, securing deployments for U.S. military base connectivity and Federal Aviation Authority infrastructure initiatives [3] - The company is seeing increased demand in the Intelligent Transportation Systems sector, with notable projects in various U.S. locations [3] Product Development - Actelis completed the development of its MDU product family in 2025, enabling deployments in fiber-grade networks for hotels and sports venues [13] - The company introduced a new cyber vulnerability monitoring service to enhance network security for customers [13] Cash Position - As of December 31, 2025, the company had approximately $4 million in cash and cash equivalents, with additional gross proceeds of about $7.3 million raised through its At-the-Market facility [15] - The company has authorized an expansion of its share repurchase program, increasing the amount from $1 million to $1.5 million [16]

Core Insights - Actelis Networks has received a significant order from a Japanese governmental entity for its MetaLight networking solutions, aimed at modernizing critical civil and defense infrastructure in Japan [1][2]. Group 1: Order Details - The order involves the deployment of dozens of MetaLight units across various critical infrastructure environments, including transportation networks, utilities, and public safety systems, with potential applications in defense [2][3]. - MetaLight solutions provide secure, high-performance connectivity over existing copper wiring, allowing for rapid network modernization without the need for new fiber installations [2]. Group 2: Market Position and Strategy - Actelis has a history of supplying solutions for highway and rail systems in Japan, and this new order expands its presence in the Japanese public agency market [3]. - The Japanese government is focusing on digital infrastructure development, as highlighted in the "Digital Infrastructure Development Plan for 2030," which emphasizes the need for modernized network environments and security [3]. Group 3: Company Perspective - The CEO of Actelis emphasized the importance of mission-critical reliability and security in their offerings, positioning the company as a leader in providing secure, rapid-deployment networking solutions for critical assets [4]. - Actelis' ability to deliver fiber-grade performance over existing infrastructure, combined with its cyber-hardened architecture, makes it a preferred choice for organizations prioritizing reliability and security [4]. Group 4: Company Overview - Actelis Networks is recognized as a market leader in hybrid fiber and cyber-hardened networking solutions, catering to various sectors including government, military, and utilities [5]. - The company offers a portfolio that combines fiber-grade performance with the cost-efficiency of hybrid fiber-copper networks, along with AI-based cyber monitoring to enhance network security [5].

Core Insights - Actelis Networks has received an order to supply its hybrid fiber-copper networking solution for a major California Department of Transportation infrastructure modernization project in San Mateo County, indicating a growing adoption of its solutions by government transportation agencies across the U.S. [1][2] Group 1: Company Developments - The recent Caltrans order adds to a series of wins for Actelis, including orders from Orange County and Ventura County in California, and follow-on orders from the Washington, D.C. Department of Transportation, showcasing the company's expanding footprint in the government transportation sector [2] - The North American market demand for smart transportation is projected to be nearly $90 billion in 2026, which positions Actelis favorably for continued expansion within this sector as demand for rapid, cyber-safe, and cost-effective networking solutions increases [2] - Actelis' hybrid fiber-copper approach is being chosen by transportation authorities for its ability to deliver immediate, measurable results over existing infrastructure, significantly reducing the time and cost compared to traditional fiber deployment [2] Group 2: Project Details - The Caltrans project is part of a $120 million modernization initiative on a state route in San Mateo County, which includes traffic signal and monitoring systems across a critical corridor on the San Francisco Peninsula [2] - Actelis' MetaLight solutions will be deployed as part of the traffic management and communications infrastructure component of the Caltrans upgrade [2][3] Group 3: Product Features - The hybrid fiber Ethernet Access Device from Actelis is designed for quick installation, providing secure, fiber-grade connectivity over existing copper infrastructure at a lower cost than new fiber infrastructure [3] - This device supports high-speed, reliable data transmission between traffic management centers and field devices, such as traffic signals and cameras, without the need for disruptive new fiber trenching [3]

Core Viewpoint - Actelis Networks has received a follow-on order of approximately $150,000 from a major European natural gas transmission operator, validating its technology and demonstrating growing adoption in the energy sector, particularly for critical infrastructure monitoring and cyber-hardened connectivity [1][4]. Group 1: Company Overview - Actelis Networks, Inc. is a market leader in hybrid fiber, cyber-hardened networking solutions, focusing on rapid deployment for wide-area IoT applications across various sectors including government, military, and utilities [5]. - The company's solutions provide fiber-grade performance while maintaining cost-efficiency through hybrid fiber-copper networks, enabling quick modernization of legacy infrastructure [5]. Group 2: Industry Context - The energy sector is increasingly recognized as a critical component of national and homeland security, with operators facing pressure to modernize monitoring systems and implement high levels of cyber protection [2]. - Actelis' solutions offer advanced end-to-end encryption protocols to protect against cyber threats, including hacking and denial of service attacks, which are particularly relevant given the heightened cyber threats targeting critical infrastructure in recent years [3]. Group 3: Customer Engagement - The follow-on order reflects customer satisfaction and confidence in Actelis' technology, as the operator aims to maintain and upgrade security standards for essential infrastructure [1][4]. - The deployment is being executed in collaboration with denk-stein:net GmbH, a long-standing partner of Actelis, serving customers across Germany, Austria, Hungary, and Switzerland [4].

Core Insights - Actelis Networks has received approximately $200,000 in new orders from a major U.S. telecommunications carrier, indicating rapid expansion following an initial deployment announcement in December 2025 [1][4] - The new orders reflect the carrier's confidence in Actelis' technology and the urgency for large-scale T1-to-fiber infrastructure modernization [2][4] Company Developments - Actelis has supplied several hundred MetaLIGHT 650SV units to the carrier as part of the initial deployment, with the carrier's network infrastructure having hundreds of thousands of additional points for potential T1 convergence with fiber [3][4] - The carrier has conducted extensive lab evaluations and multiple First Office Applications (FOAs) of Actelis' solutions, with further deployments in progress [3] Market Context - The Federal Communications Commission (FCC) is advancing proposals to accelerate copper-network retirements, increasing the urgency for carriers to adopt cost-effective modernization solutions [4] - Legacy TDM-based services are still widely used in the U.S., highlighting the market need for efficient infrastructure transition solutions [4] Strategic Focus - The company aims to convert initial wins into repeat business and expand deployments within approved customer footprints, demonstrating progress in its strategic focus for 2026 [5]

Core Insights - Actelis Networks has secured an order to supply advanced networking equipment for an infrastructure project in Chino, California, expanding its presence on the West Coast [1][2]. Group 1: Company Overview - Actelis Networks, Inc. is a market leader in cyber-hardened, rapid-deployment networking solutions for IoT and broadband applications [1][4]. - The company specializes in hybrid fiber and cyber-hardened networking solutions, providing fiber-grade performance with the flexibility of hybrid fiber-copper networks [4]. Group 2: Project Details - The order includes Actelis' ethernet and optical connectivity solutions aimed at modernizing Chino's communication infrastructure [2]. - The deployment is expected to enhance operational efficiency and support mission-critical connectivity requirements for the municipality [2]. Group 3: Leadership Insights - Tuvia Barlev, Chairman and CEO of Actelis, highlighted the strong momentum in California, emphasizing the need for rapid infrastructure modernization without significant capital investment [3]. - The deployment in Chino is seen as a critical step towards faster, smarter, and more cost-effective infrastructure modernization [3].