Core Insights - Actelis Networks, Inc. has regained compliance with Nasdaq's $1.00 bid price requirement and satisfies all criteria for continued listing on the Nasdaq Capital Market [1] Company Overview - Actelis Networks, Inc. is a leader in hybrid fiber-copper, cyber-hardened networking solutions for rapid deployment in wide-area IoT applications across various sectors including government, military, and telecom [2] - The company's portfolio offers fiber-grade performance combined with the flexibility and cost-efficiency of hybrid fiber-copper networks [2] - Actelis also emphasizes network security through its Cyber Aware Networking initiative, which provides AI-based cyber monitoring and protection for edge devices [2]

Core Insights - Actelis Networks has achieved a significant deployment of its MetaLIGHT product with a major U.S. telecommunications carrier, marking a milestone in modernizing legacy T1 lines to fiber connectivity across more than 20 states [1][4] - The recent FCC proposal to accelerate copper-network retirements is expected to increase demand for modernization solutions like those offered by Actelis [1][3] Group 1: Company Developments - The MetaLIGHT 650SV is designed to help telecommunications carriers transition hundreds of thousands of active legacy T1 lines to fiber-based networks, addressing a major infrastructure modernization challenge [2][4] - Actelis' solution allows carriers to modernize their services without requiring complete fiber deployment in every location, thus improving economic efficiency [4] Group 2: Industry Context - Legacy TDM-based services are still widely used in the U.S., and regulatory initiatives from the FCC are pushing for faster modernization of these connections to minimize service disruption and capital expenditure [3] - The deployment with the major carrier sets the stage for potential large-scale network modernization programs, with expectations of continued growth in orders as the transition from legacy infrastructure accelerates [4]

As filed with the United States Securities and Exchange Commission on December 2, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Actelis Networks, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 3669 52-2160309 (I.R.S. Employer Identification Number) Ac ...

As filed with the United States Securities and Exchange Commission on November 25, 2025. Registration No. 333-290758 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Actelis Networks, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 3669 52-2160309 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...

Core Insights - Actelis Networks has received follow-on orders from the Washington DC Department of Transportation (DDOT) totaling nearly $100,000, building on a previous $2.3 million order, indicating strong customer growth in modernizing intelligent transportation systems [1][2][4] - The successful deployment of Actelis' hybrid fiber-copper technology validates the collaboration between Actelis and local integration partners, showcasing the effectiveness of their solutions in enhancing DDOT's infrastructure [2][4] - Actelis' technology transforms legacy infrastructure into Gigabit-capable networks, enabling advanced applications such as real-time traffic signal optimization and video surveillance, which are crucial for managing urban traffic [3][4] Company Overview - Actelis Networks, Inc. is a leader in hybrid fiber-copper networking solutions, providing rapid deployment capabilities for IoT applications across various sectors including government and transportation [5] - The company's solutions offer fiber-grade performance while maintaining cost efficiency, positioning Actelis favorably in the market for intelligent transportation infrastructure [5] Industry Trends - The ongoing investment by DDOT reflects a broader trend among municipalities prioritizing hybrid fiber-copper solutions as cost-effective alternatives to full fiber deployments, indicating a shift in infrastructure modernization strategies [4]

Nearly $100,000 order demonstrates growing adoption of Actelis' networking solutions in Japan's rail sectorFREMONT, Calif, Nov. 19, 2025 (GLOBE NEWSWIRE) -- Actelis Networks, Inc. (NASDAQ: ASNS) ("Actelis" or the "Company"), a market leader in cyber-hardened, rapid-deployment networking solutions for IoT and broadband applications, today announced it has received a new order from a major Japanese railway operator to supply its networking technology for critical rail infrastructure modernization. The approxi ...

Core Insights - Actelis Networks, Inc. executed a reverse stock split at a ratio of 10 for 1 to increase per-share price by reducing outstanding shares [1] - The company reported a quarterly loss of $0.17 per share, missing the Zacks Consensus Estimate of a $0.13 loss, indicating ongoing financial challenges [2] - Revenue for the quarter ending September 2025 was $640,000, significantly below the Zacks Consensus Estimate by 57.13%, and a decline from $2.54 million a year ago [3] Financial Performance - The quarterly loss of $0.17 per share represents a 30.77% negative surprise and a decline from the previous year's loss of $0.09 per share [2] - ASNS has consistently failed to meet consensus revenue estimates over the last four quarters, reflecting ongoing difficulties in achieving expected financial targets [3] Strategic Developments - The company nearly doubled its customer bookings compared to the second quarter and is entering the fourth quarter with a stronger backlog of orders [4] - ASNS is implementing a reorganization and efficiency plan aimed at reducing operating expenses by 15-20% annually [5] - Despite a softer quarter in Federal revenue, the CEO remains optimistic about the company's future prospects [5] Market Position - The stock is currently priced at $0.32, reflecting a decrease of 18.02%, with a market capitalization of approximately $2.9 million [5]

分组1 - Actelis Networks reported a quarterly loss of $0.17 per share, which was worse than the Zacks Consensus Estimate of a loss of $0.13, and compared to a loss of $0.09 per share a year ago, indicating a significant earnings surprise of -30.77% [1] - The company posted revenues of $0.64 million for the quarter ended September 2025, missing the Zacks Consensus Estimate by 57.13%, and a decline from year-ago revenues of $2.54 million [2] - Actelis Networks shares have declined approximately 68% since the beginning of the year, contrasting sharply with the S&P 500's gain of 14.6% [3] 分组2 - The earnings outlook for Actelis Networks is uncertain, with current consensus EPS estimates at -$0.09 on $2 million in revenues for the coming quarter and -$0.64 on $5.16 million in revenues for the current fiscal year [7] - The Zacks Industry Rank for Communication - Components is currently in the top 15% of over 250 Zacks industries, suggesting that the industry outlook can significantly impact stock performance [8] - The estimate revisions trend for Actelis Networks was mixed ahead of the earnings release, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market [6]

Core Viewpoint - Actelis Networks, Inc. has announced a one-for-ten reverse stock split of its common stock, effective before trading opens on November 18, 2025, to increase the stock price and attract institutional investors [1][2]. Group 1: Reverse Stock Split Details - The reverse stock split will convert every 10 shares of the Company's outstanding common stock into one share [2]. - The number of outstanding shares will decrease from approximately 17.5 million to about 1.75 million, while the number of authorized shares will remain unchanged [3]. - Fractional shares resulting from the reverse stock split will be rounded up to the next whole number [3]. Group 2: Stockholder Actions - Registered stockholders holding shares in book-entry or through a bank or broker do not need to take any action regarding the reverse stock split [4]. - Stockholders with physical stock certificates will receive instructions from the Company's transfer agent, VStock Transfer, LLC, for exchanging their certificates [4]. Group 3: Company Overview - Actelis Networks is a leader in hybrid fiber-copper networking solutions for IoT applications, providing fiber-grade performance with cost efficiency [6]. - The Company also offers AI-based cyber monitoring and protection through its "Cyber Aware Networking" initiative, enhancing network security [6].

Financial Performance - Total revenues for the nine months ended September 30, 2025, were $2.305 million, a decrease of 65.5% compared to $6.698 million for the same period in 2024[24] - Gross profit for the three months ended September 30, 2025, was $183 thousand, down 89.5% from $1.743 million in the same quarter of 2024[24] - Operating loss for the nine months ended September 30, 2025, was $5.514 million, compared to an operating loss of $2.123 million for the same period in 2024[24] - The company reported a net comprehensive loss of $5.741 million for the nine months ended September 30, 2025, compared to a net loss of $2.575 million for the same period in 2024[24] - Net loss for the nine months ended September 30, 2025, was $5,741,000, compared to a net loss of $2,575,000 for the same period in 2024, representing a 122% increase in losses[40] - Non-GAAP Adjusted EBITDA for the nine months ended September 30, 2025, was $(5.29) million, compared to $(2.01) million for the same period in 2024[177] Assets and Liabilities - Total current assets decreased to $5.921 million as of September 30, 2025, from $6.903 million as of December 31, 2024, reflecting a decline of 14.2%[19] - Total liabilities decreased to $3.967 million as of September 30, 2025, from $5.240 million as of December 31, 2024, a reduction of 24.3%[21] - Cash and cash equivalents decreased to $1.454 million as of September 30, 2025, from $1.967 million as of December 31, 2024, a decline of 26%[19] - Total shareholders' equity as of September 30, 2025, was $2.965 million, a slight decrease from $2.985 million as of December 31, 2024[21] Cash Flow - Negative cash flows from operating activities for the nine months ended September 30, 2025, were $5,637,000, up from $4,781,000 in 2024, indicating an 18% increase in cash outflow[40] - The company had cash and cash equivalents of $1,454,000 and restricted cash equivalents of $304,000 as of September 30, 2025, totaling $1,758,000, down from $2,541,000 in 2024, a decrease of 31%[36] - Net cash used in operating activities for the nine months ended September 30, 2025, was $5.6 million, an increase from $4.78 million in the same period of 2024, primarily due to lower sales[212] - The net change in cash for the nine months ended September 30, 2025, was a decrease of $509,000, compared to a decrease of $2.97 million in the same period of 2024[211] Research and Development - Research and development expenses for the nine months ended September 30, 2025, were $1.947 million, an increase of 8.6% compared to $1.793 million for the same period in 2024[24] - As of September 30, 2025, the Company had received approximately $14,373,000 in research and development grants from the Government of Israel, with a potential royalty obligation based on future sales[83] Financing Activities - Proceeds from the issuance of common stock through at-the-market offerings (ATM) amounted to $2,637,000 in 2025, with offering costs of $262,000[40] - The company completed a private placement in July 2025, raising approximately $1,000,000 in gross proceeds through the issuance of common stocks and warrants[89] - The company entered into a private placement on June 30, 2025, issuing 1,626,019 shares of Common Stock for total gross proceeds of approximately $1 million[184] - The company completed a private placement on September 27, 2025, raising approximately $850,000 by issuing 871,766 shares of Common Stock and Pre-Funded Warrants[207] - The company has a commitment to issue up to $30 million in aggregate gross purchase price of newly issued shares under the Equity Line of Credit Agreement over a 36-month period[113] Compliance and Regulatory Issues - The company is under scrutiny for compliance with Nasdaq listing requirements, having received notifications regarding minimum shareholders' equity and bid price compliance[45][46] - The company plans to seek shareholder approval for a proposed reverse stock split to regain compliance with Nasdaq bid price requirements by December 5, 2025[51] - The company is subject to a delisting penalty provision that could increase financial obligations if it fails to remain listed on the Nasdaq Capital Market[199] Inventory and Receivables - As of September 30, 2025, the total inventory amounted to $2,675,000, an increase from $2,436,000 as of December 31, 2024, with inventory write-downs of $140,000 for the nine months ended September 30, 2025[79] - The Company reported trade receivables concentration with Customer A at 19% and Customer B at 14% as of September 30, 2025[76] Market and Operational Strategy - The company has focused on expanding its technology and product offerings to serve the wide-area IoT, federal, and DoD markets, introducing cyber-aware networking solutions in 2024[154] - The company is closely monitoring political and military developments in the region, assessing their potential impact on operations and financial performance[44] Stock and Warrants - The total outstanding warrants were 12,027,944, with exercise prices ranging from $0.37 to $50[124] - The company received approximately $1.6 million in gross proceeds from the exercise of existing warrants at an exercise price of $0.37 per share[97] - The exercise price for Series A-3 and Series A-4 warrants is set at $0.615 per share, with a total of 4,878,057 shares potentially issuable[95]