Actelis Networks' Revenue Plunges 65%, Net Loss Widens Amid Going Concern Doubts

Ticker: ASNS · Form: 10-Q · Filed: Nov 14, 2025 · CIK: 1141284

Sentiment: bearish

Topics: Going Concern, Revenue Decline, Net Loss, Cash Flow Negative, Nasdaq Listing, Telecommunications, IoT

Related Tickers: ASNS

TL;DR

**ASNS is bleeding cash with plummeting revenue and a widening loss, making it a highly speculative bet with significant going concern risk.**

AI Summary

ACTELIS NETWORKS INC (ASNS) reported a significant decline in revenues and a widening net loss for the nine months ended September 30, 2025. Revenues plummeted to $2.305 million, a substantial decrease from $6.698 million in the same period of 2024, representing a 65.6% drop. The net comprehensive loss for the nine months ended September 30, 2025, expanded to $5.741 million, compared to a loss of $2.575 million in the prior year, an increase of 122.1%. Operating expenses increased to $6.253 million from $6.029 million, primarily driven by higher research and development and sales and marketing expenses. The company's cash and cash equivalents decreased from $1.967 million at December 31, 2024, to $1.454 million at September 30, 2025. ACTELIS NETWORKS INC continues to face substantial doubt about its ability to continue as a going concern, with an accumulated deficit of $50 million as of September 30, 2025, and negative cash flows from operations of $5.637 million for the nine months ended September 30, 2025.

Why It Matters

This filing reveals a critical financial deterioration for Actelis Networks, with a massive revenue drop and escalating losses, raising significant red flags for investors. The 'going concern' warning indicates a high risk of insolvency, potentially impacting employee job security and customer confidence in long-term product support. In a competitive networking solutions market, Actelis's inability to generate sufficient revenue and secure adequate financing could lead to market share erosion and further financial distress, making it a high-risk investment.

Risk Assessment

Risk Level: high — The company reported a net loss of $5.741 million for the nine months ended September 30, 2025, a 122.1% increase from the $2.575 million loss in the prior year. Furthermore, negative cash flows from operations totaled $5.637 million for the nine months ended September 30, 2025, and the accumulated deficit reached $50 million, indicating severe financial instability and substantial doubt about its ability to continue as a going concern.

Analyst Insight

Investors should exercise extreme caution and consider divesting any holdings in ASNS due to the severe financial deterioration, significant going concern risk, and substantial doubt about its ability to meet future operating obligations. New investors should avoid ASNS until there is clear evidence of sustained revenue growth and a return to profitability.

Financial Highlights

debt To Equity
N/A
revenue
$2.305M
operating Margin
N/A
total Assets
$6.932M
total Debt
$0.504M
net Income
($5.741M)
eps
($0.58)
gross Margin
32.05%
cash Position
$1.454M
revenue Growth
-65.6%

Revenue Breakdown

SegmentRevenueGrowth
Total Revenues$2.305M-65.6%

Key Numbers

Key Players & Entities

FAQ

What were Actelis Networks' revenues for the nine months ended September 30, 2025?

Actelis Networks' revenues for the nine months ended September 30, 2025, were $2.305 million, a significant decrease from $6.698 million reported for the same period in 2024.

How much was Actelis Networks' net comprehensive loss for the nine months ended September 30, 2025?

The net comprehensive loss for Actelis Networks for the nine months ended September 30, 2025, was $5.741 million, which is a substantial increase from the $2.575 million loss in the corresponding period of 2024.

Does Actelis Networks have sufficient resources to continue operations for the next year?

No, management has determined that Actelis Networks does not have sufficient resources to meet its operating obligations for at least one year from the issuance date of these financial statements, raising substantial doubt about its ability to continue as a going concern.

What were Actelis Networks' cash flows from operating activities for the nine months ended September 30, 2025?

Actelis Networks reported negative cash flows from operating activities of $5.637 million for the nine months ended September 30, 2025, compared to negative cash flows of $4.781 million for the same period in 2024.

What is Actelis Networks' accumulated deficit as of September 30, 2025?

As of September 30, 2025, Actelis Networks' accumulated deficit was $50 million, reflecting a history of significant losses.

How many shares of common stock were outstanding for Actelis Networks as of November 12, 2025?

As of November 12, 2025, there were 17,477,860 shares of Actelis Networks' common stock, par value $0.0001 per share, issued and outstanding.

What is the primary business of Actelis Networks, Inc.?

Actelis Networks, Inc. is engaged in the design, development, manufacturing, and marketing of cyber hardened, hybrid fiber, networking solutions for IoT and Telecommunication governmental agencies and companies.

What factors could cause Actelis Networks' actual results to differ from forward-looking statements?

Factors include the company's history of losses, need for additional capital, ability to protect intellectual property, success in retaining key employees, accuracy of estimates, competition, regulatory compliance, ability to maintain Nasdaq listing, and the impact of the political and security situation in Israel.

How has Actelis Networks funded its operations to date?

Actelis Networks has funded its operations through equity and debt financing. The company expects to continue funding operations using cash on hand, operational cash flows, and by raising additional equity and debt funds.

What was the operating loss for Actelis Networks for the three months ended September 30, 2025?

For the three months ended September 30, 2025, Actelis Networks reported an operating loss of $1.929 million, a significant increase from the $317 thousand operating loss in the same period of 2024.

Risk Factors

Industry Context

Actelis Networks operates in the telecommunications and IoT networking solutions sector, providing cyber-hardened hybrid fiber networking solutions. This industry is characterized by rapid technological advancements, increasing demand for secure and reliable connectivity, and intense competition from established players and emerging technology providers. The focus on governmental agencies and telecommunication providers suggests a market with long sales cycles and stringent security requirements.

Regulatory Implications

As a publicly traded company on NASDAQ, Actelis Networks is subject to SEC regulations, including timely filing of financial reports (10-Q, 10-K) and adherence to accounting standards. The 'going concern' warning necessitates careful disclosure and potential engagement with auditors and regulators regarding the company's financial stability and future plans.

What Investors Should Do

  1. Monitor cash burn rate closely: Given the declining cash position and negative operating cash flows, investors should track the company's ability to secure additional financing or improve operational cash generation.
  2. Scrutinize revenue recovery efforts: The drastic revenue decline requires careful examination of management's strategies to reverse this trend and regain market traction.
  3. Assess the impact of share dilution: The significant increase in outstanding shares warrants an evaluation of its long-term effect on shareholder value and potential future capital raises.
  4. Evaluate management's turnaround plan: Investors should seek detailed information on the company's strategy to achieve profitability and address the going concern issues.
  5. Consider the competitive landscape: Understand how Actelis Networks differentiates itself and competes against larger, more established players in the networking solutions market.

Key Dates

Glossary

Accumulated Deficit
The total cumulative net losses of a company that have not been offset by net income. It represents a deficit in shareholders' equity. (Indicates the company has incurred more losses than profits over its history, standing at $50 million as of September 30, 2025, highlighting significant historical financial struggles.)
Going Concern
A business's ability to continue operating for the foreseeable future without the threat of liquidation. Auditors must assess this ability. (The company faces 'substantial doubt' about its ability to continue as a going concern, a critical warning sign for investors about its long-term viability.)
Net Comprehensive Loss
The total loss of a company during a period, including both net income/loss and other comprehensive income/loss items (like unrealized gains/losses on investments). (Shows the overall financial performance decline, with the loss widening by 122.1% to $5.741 million for the nine months ended September 30, 2025.)
Operating Expenses
Costs incurred by a company in its normal business operations, excluding cost of goods sold. Includes R&D, sales & marketing, and general & administrative expenses. (These expenses increased to $6.253 million for the nine months ended September 30, 2025, despite a sharp drop in revenue, exacerbating the net loss.)
Cash and Cash Equivalents
Highly liquid short-term investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. (The company's cash position has decreased to $1.454 million as of September 30, 2025, raising concerns about its ability to meet short-term obligations.)
Weighted Average Number of Common Stocks
The average number of outstanding shares over a period, adjusted for dilutive effects, used to calculate earnings per share (EPS). (This number has significantly increased from 4,429,738 in the prior year to 9,824,867 for the nine months ended September 30, 2025, reflecting share issuances and impacting EPS calculations.)
Gross Profit
Revenue minus the cost of goods sold. It represents the profit a company makes after deducting the direct costs associated with producing its goods or services. (Gross profit has significantly decreased from $3.906 million to $739K for the nine months ended September 30, 2025, indicating a substantial drop in profitability from core operations.)
Trade Receivables
Money owed to a company by its customers for goods or services delivered on credit. (A sharp decrease from $1.616 million to $624K suggests a slowdown in sales or aggressive collection efforts, potentially linked to the overall revenue decline.)

Year-Over-Year Comparison

Compared to the prior year's nine-month period, Actelis Networks Inc. has experienced a severe downturn. Revenues have plummeted by 65.6% from $6.698 million to $2.305 million, while the net comprehensive loss has widened dramatically by 122.1% from $2.575 million to $5.741 million. Operating expenses have seen a slight increase, further pressuring profitability. The company's cash position has also weakened, decreasing from $1.967 million to $1.454 million, exacerbating concerns about its ability to continue as a going concern, a risk factor that remains prominent.

Filing Stats: 4,649 words · 19 min read · ~15 pages · Grade level 15.1 · Accepted 2025-11-14 08:08:38

Key Financial Figures

Filing Documents

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION F-1 Item 1. Condensed Consolidated Interim Financial Statements (Unaudited) F-1 Condensed Consolidated Balance Sheets F-3 Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024 F-5 Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock, Warrants to Placement Agent and Shareholders' Equity F-6 Unaudited Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2025 and 2024 F-8 Notes to Condensed Consolidated Interim Financial Statements F-10 Item 2. Management's Discussion & Analysis of Financial Condition and Results of Operations 1 Item 3. Quantitative and Qualitative Disclosure About Market Risk 11 Item 4.

Controls and Procedures

Controls and Procedures 11

- OTHER INFORMATION

PART II - OTHER INFORMATION 12 Item 1.

Legal Proceedings

Legal Proceedings 12 Item 1A.

Risk Factors

Risk Factors 12 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15 Item 3. Defaults Upon Senior Securities 16 Item 4. Mine Safety Disclosures 16 Item 5 Other information 16 Item 6. Exhibits 16

SIGNATURES

SIGNATURES 17 i SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Actelis Networks Inc.'s (the "Company", "we") financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performances, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performances or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to Part II, Item 1A of this Quarterly Report on Form 10-Q and the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 24, 2025, with the U.S. Securities and Exchange Commission (the "SEC"). The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. In addition, forward-looking statements conta

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements. ACTELIS NETWORKS, INC. QUARTERLY REPORT FOR THE PERIOD ENDED September 30, 2025 (Unaudited) F-1 ACTELIS NETWORKS, INC. QUARTERLY REPORT FOR THE PERIOD ENDED September 30, 2025 (Unaudited) TABLE OF CONTENTS Page Condensed consolidated financial statements (unaudited) – U.S. dollars in thousands: Condensed consolidated balance sheets F-3 - F-4 Condensed consolidated statements of comprehensive loss F-5 Condensed consolidated statements of Shareholders' equity F-6 – F-7 Condensed consolidated statements of cash flows F-8 - F-9 Notes to condensed consolidated financial statements F-10 - F-25 F-2 ACTELIS NETWORKS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ( U. S. dollars in thousands except for share and per share amounts) (UNAUDITED) Sep 30, 2025 December 31, 2024 Assets CURRENT ASSETS: Cash and cash equivalents 1,454 1,967 Restricted cash equivalents 304 300 Restricted bank deposits 73 - Trade receivables, net of allowance for credit losses of $ 168 as of September 30, 2025, and December 31, 2024. 624 1,616 Inventories 2,675 2,436 Prepaid expenses and other current assets, net of allowance for doubtful debts of $ 181 as of September 30, 2025, and December 31, 2024. 791 584 TOTAL CURRENT ASSETS 5,921 6,903 NON-CURRENT ASSETS: Property and equipment, net 32 38 Prepaid expenses and other 463 492 Restricted bank deposits 30 91 Severance pay fund 254 205 Operating lease right of use assets 137 410 Long-term deposits 95 86 TOTAL NON-CURRENT ASSETS 1,011 1,322 TOTAL ASSETS 6,932 8,225 F-3 ACTELIS NETWORKS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (continued) (UNAUDITED) (U. S. dollars in thousands) Sep 30, 2025 December 31, 2024 Liabilities and shareholders' equity CURRENT LIABILITIES: Credit line 99 774 Short-term loan 405 - Trade payables 724 982 Deferred revenues 230 246 Employee and employee-relate

financial statements (Unaudited)

financial statements (Unaudited). F-4 ACTELIS NETWORKS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (U. S. dollars in thousands) Nine months ended September 30, Three months ended September 30, 2025 2024 2025 2024 REVENUES 2,305 6,698 643 2,541 COST OF REVENUES 1,566 2,792 460 798 GROSS PROFIT 739 3,906 183 1,743 OPERATING EXPENSES: Research and development expenses 1,947 1,793 591 543 Sales and marketing expenses 2,155 2,001 789 727 General and administrative expenses 2,224 2,398 805 790 Other income ( 73 ) ( 163 ) ( 73 ) - TOTAL OPERATING EXPENSES 6,253 6,029 2,112 2,060 OPERATING LOSS ( 5,514 ) ( 2,123 ) ( 1,929 ) ( 317 ) Interest expense ( 83 ) ( 590 ) ( 27 ) ( 246 ) Other Financial income (expense), net ( 144 ) 138 ( 24 ) 52 NET COMPREHENSIVE LOSS FOR THE PERIOD ( 5,741 ) ( 2,575 ) ( 1,980 ) ( 511 ) Net loss per share attributable to common shareholders – basic and diluted ( 0.58 ) $ ( 0.59 ) ( 0.17 ) $ ( 0.09 ) Weighted average number of common stocks used in computing net loss per share – basic and diluted 9,824,867 4,429,738 11,787,617 6,014,548 The accompanying notes are an integral part of these condensed consolidated

financial statements (Unaudited)

financial statements (Unaudited). F-5 ACTELIS NETWORKS, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) U.S. dollars in thousands (except number of shares) Common Stock Non-voting Common Stock Additional Total Nine months ended Number of shares Amount Number of shares Amount paid-in capital Accumulated deficit shareholders' equity BALANCE AS OF JANUARY 1, 2024 3,007,745 1 - - 40,075 ( 39,688 ) 388 Share based compensation - - - - 259 - 259 Vesting of RSUs 28,228 * - - (*) - - Issuance of common stock, net of offering costs 227,939 * - - 316 - 316 Exercise of options into common stock 21,225 * - - 32 - 32 Warrant to lender - - - - 61 - 61 Warrant inducement agreement, net of offering costs 999,670 * - - 1,978 - 1,978 Warrant inducement agreement, net of offering costs 999,670 * - - 2,602 - 2,602 Exercise of Pre funded warrants into common stock 970,187 * - - - - * Net comprehensive loss for the period - - - - - ( 2,575 ) ( 2,575 ) BALANCE AS OF SEPTEMBER 30, 2024 6,254,664 1 - - 45,323 ( 42,263 ) 3,061 BALANCE AS OF JANUARY 1, 2025 7,623,159 1 - - 47,046 ( 44,062 ) 2,985 Share based compensation - - - - 308 - 308 Vesting of RSUs 25,014 * - - (*) - - Issuance of common stock, net of offering costs (see note 6f) 3,051,195 * - - 2,375 2,375 Warrants to lender - - - - 22 - 22 Warrant inducement agreement, net of offering costs(see note 6c) 4,270,197 * 1,387 1,387 Issuance of common stock and warrants, net of offering costs(see note 6b)- July PIPE 1,626,019 * 839 839 Issuance of common stock and prefunded warrants, net of offering costs (see note 6d)- September PIPE 871,766 * 790 790 Net comprehensive loss for the period - - - - - ( 5,741 ) ( 5,741 ) BALANCE AS OF September 30, 2025 17,467,350 1 - - 52,767 ( 49,803 ) 2,965 * Represents an

financial statements (Unaudited)

financial statements (Unaudited) F-6 ACTELIS NETWORKS, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY) (UNAUDITED) U.S. dollars in thousands (except number of shares) Common Stock Non-voting Common Stock Additional Total shareholders' Three Months Ended Number of shares Amount Number of shares Amount paid-in capital Accumulated deficit equity (capital deficiency) BALANCE AS OF JUNE 30, 2024 5,017,322 1 - - 42,888 ( 41,752 ) 1,137 Share based compensation - - - - 80 - 80 Vesting of RSUs 9,733 * - - (*) - - Warrant to lender - - - - 61 - 61 Warrant inducement agreement, net of offering costs 999,670 * - - 1,978 - 1,978 Issuance of common stock, net of offering costs 227,939 - - - 316 - 316 Net comprehensive loss for the period - - - - - ( 511 ) ( 511 ) BALANCE AS OF SEPTEMBER 30, 2024 6,254,664 1 - - 45,323 ( 42,263 ) 3,061 BALANCE AS OF JUNE 30, 2025 9,540,221 1 - - 49,074 ( 47,823 ) 1,252 Share based compensation - - - - 179 - 179 Vesting of RSUs 9,251 * - - (*) - - Issuance of common stock, net of offering costs- ATM 1,149,896 * - - 498 - 498 Warrant inducement agreement, net of offering costs 4,270,197 * - - 1,387 - 1,387 Issuance of common stock, net of offering costs(see note 6b)- July PIPE 1,626,019 * - - 839 - 839 Issuance of common stock and prefunded warrants, net of offering costs (see note 6d)- September PIPE 871,766 * - - 790 - 790 Net comprehensive loss for the period - - - - - ( 1,980 ) ( 1,980 ) BALANCE AS OF September 30, 2025 17,467,350 1 - - 52,767 ( 49,803 ) 2,965 * Represents an amount less than $1. The accompanying notes are an integral part of these condensed consolidated financial statements (Unaudited). F-7 ACTELIS NETWORKS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine months ended September 30, 2025 2024

financial statements (Unaudited)

financial statements (Unaudited). F-8 ACTELIS NETWORKS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (UNAUDITED) September 30 2025 2024 U.S. dollars in thousands RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: Cash and cash equivalents 1,454 2,241 Restricted cash equivalents, current 304 300 Total cash, cash equivalents and restricted cash 1,758 2,541 Nine months ended September 30, 2025 2024 U.S. dollars in thousands SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest 217 576 SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: Warrant to lender 22 61 Issuance costs of the Warrant inducement agreement and Warrant to underwriters 2,918 2,651 Other non-current assets 50 - The accompanying notes are an integral part of these condensed consolidated

financial statements (Unaudited)

financial statements (Unaudited). F-9 ACTELIS NETWORKS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS U.S. DOLLARS IN THOUSANDS NOTE 1 – GENERAL: a. Actelis Networks, Inc. (hereafter -the Company) was established in 1998, under the laws of the state of Delaware. The Company has a wholly-owned subsidiary in Israel, Actelis Networks Israel Ltd. (hereafter – the Subsidiary). The Company is engaged in the design, development, manufacturing, and marketing of cyber hardened, hybrid fiber, networking solutions for IoT and Telecommunication governmental agencies and companies. The Company's customers include governmental agencies, providers of telecommunication services, enterprises as well as resellers of the Company's products. On May 12, 2022, the Company accepted a notification of effectiveness from the SEC, and on May 17, 2022, completed its IPO. The Company's Common Stock is listed on the NASDAQ. b. The Company has incurred significant losses and negative cash flows from operations. Net loss was $ 5,741 and $ 2,575 for the nine months ended September 30, 2025, and September 30, 2024, respectively. During the nine months ended September 30, 2025, and September 30, 2024, the Company had negative cash flows from operations of $ 5,637 and $ 4,781 , respectively. As of September 30, 2025, the Company's accumulated deficit was $ 50 million. The Company has funded its operations to date through equity and debt financing and has cash on hand (including restricted cash equivalents) of $ 1.8 million, short term restricted bank deposits of $ 73 , long-term restricted bank deposits of $ 30 and long term deposit of $ 95 as of September 30, 2025. The Company monitors its cash flow projections on a current basis and takes active measures to obtain the funding it requires to continue its operations. However, these cash flow projections are subject to various uncertainties concerning their fulfilment such as the ability to continue to increase revenues and

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