Actelis Networks Files S-1/A for $30M Equity Line, White Lion Resale

TL;DR

**ASNS is tapping an equity line for up to $30M, but watch out for massive dilution from White Lion's 10.5M share resale that could crush the stock.**

AI Summary

Actelis Networks, Inc. (ASNS) filed an S-1/A on November 25, 2025, detailing an equity line of credit (ELOC) and a private placement (PIPE) with White Lion Capital, LLC. The company may issue and sell up to 10,000,000 shares of common stock to White Lion under the ELOC Purchase Agreement, potentially raising up to $30.0 million in gross proceeds. Additionally, 234,375 commitment shares (valued at $3.20 per share on November 20, 2025), 87,177 PIPE shares, and 263,997 shares from Pre-Funded Warrants are included in the offering, totaling 10,585,549 shares for resale by White Lion. Actelis will not receive proceeds from White Lion's resale of these shares. The filing also notes a 10-for-1 reverse stock split effected on November 18, 2025, and highlights the company's focus on cyber-hardened, rapid-deployment networking solutions for wide-area IoT applications, leveraging hybrid fiber and existing copper/coaxial lines.

Why It Matters

This S-1/A filing is crucial for investors as it outlines a significant potential capital infusion of up to $30.0 million for Actelis Networks through an equity line of credit with White Lion Capital. However, the concurrent registration of 10,585,549 shares for resale by White Lion introduces substantial dilution risk, which could depress ASNS's stock price, impacting existing shareholders. For Actelis, securing this funding could support its growth in the competitive IoT networking solutions market, particularly its hybrid fiber and cyber-hardened offerings. The market will closely watch how ASNS manages this capital and mitigates the dilution impact.

Risk Assessment

Risk Level: high — The risk level is high due to significant potential dilution and market volatility. The filing explicitly states, "Sales of a substantial number of our shares of Common Stock in the public market by the selling stockholder... could increase the volatility of and cause a significant decline in the market price of our securities." Furthermore, the actual proceeds from White Lion may be less than the $30.0 million depending on market price, and the purchase price White Lion pays will fluctuate, indicating potential for sales at lower prices.

Analyst Insight

Investors should exercise extreme caution and consider the substantial dilution risk before investing in ASNS. Monitor the volume and price of White Lion's share sales closely, as heavy selling could significantly impact the stock. Evaluate Actelis's ability to effectively deploy the potential $30.0 million in capital to generate revenue growth that can offset the dilutive effects.

Key Numbers

• 10,585,549 — Shares of Common Stock (Total shares registered for resale by White Lion Capital, LLC, indicating significant potential dilution.)
• $30.0 million — Potential Gross Proceeds (Maximum amount Actelis Networks, Inc. may receive from White Lion under the ELOC Purchase Agreement, crucial for funding operations.)
• 10-for-1 — Reverse Share Split Ratio (Effected on November 18, 2025, impacting share count and per-share metrics retroactively.)
• $2.74 — Closing Price per Share (ASNS common stock on Nasdaq Capital Market on November 24, 2025, providing a recent market valuation.)
• 10,000,000 — ELOC Shares (Maximum shares Actelis may elect to sell to White Lion under the ELOC Purchase Agreement.)
• 234,375 — Commitment Shares (Shares issuable to White Lion under the ELOC Purchase Agreement, assuming a $3.20 per share value.)
• 87,177 — PIPE Shares (Shares issued to White Lion pursuant to the PIPE Purchase Agreement.)
• 263,997 — Pre-Funded Warrant Shares (Shares issuable to White Lion upon exercise of Pre-Funded Warrants from the PIPE Purchase Agreement.)

Key Players & Entities

• Actelis Networks, Inc. (company) — Registrant and issuer of common stock
• White Lion Capital, LLC (company) — Selling Stockholder and counterparty to ELOC and PIPE agreements
• Tuvia Barlev (person) — Chief Executive Officer and Chairman of the Board of Directors for Actelis Networks, Inc.
• Eyal Peled, Esq. (person) — Legal counsel from Greenberg Traurig LLP for Actelis Networks, Inc.
• Nasdaq Capital Market (regulator) — Exchange where Actelis Networks, Inc. Common Stock is traded
• United States Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing
• $30.0 million (dollar_amount) — Maximum aggregate gross proceeds Actelis may receive from White Lion under the ELOC Purchase Agreement
• $3.20 (dollar_amount) — Closing price of ASNS common stock on Nasdaq Capital Market on November 20, 2025
• $2.74 (dollar_amount) — Closing price of ASNS common stock on Nasdaq Capital Market on November 24, 2025
• 10,585,549 (dollar_amount) — Total shares of common stock registered for resale by White Lion Capital, LLC

FAQ

Risk Factors

• Reliance on Equity Line of Credit [high — financial]: The company's ability to raise substantial capital is heavily dependent on the Equity Line of Credit (ELOC) with White Lion Capital, LLC. This agreement allows White Lion to purchase up to $30.0 million of common stock. The company's reliance on this financing mechanism introduces significant risk if White Lion's commitment wavers or if market conditions make the ELOC unattractive to White Lion.
• Potential for Significant Dilution [high — financial]: The S-1/A filing registers 10,585,549 shares for resale by White Lion Capital, LLC, which includes shares from the ELOC, commitment shares, PIPE shares, and pre-funded warrants. This large number of shares, if sold, could lead to substantial dilution for existing shareholders, potentially impacting the stock price and ownership percentages.
• Volatile Stock Price and Market Conditions [medium — market]: The company's common stock closed at $2.74 on November 24, 2025, following a 10-for-1 reverse stock split. The market's perception and valuation of ASNS can be volatile, and adverse market conditions or negative news could significantly impact the company's ability to raise capital through the ELOC or affect its stock price.
• Dependence on Key Technology and Market Adoption [medium — operational]: Actelis Networks focuses on cyber-hardened, rapid-deployment networking solutions for wide-area IoT applications. The success of the company hinges on the market's adoption of its hybrid fiber and existing copper/coaxial line technology, and its ability to compete effectively against established players in the networking solutions space.
• Uncertainty of Future Funding [medium — financial]: While the ELOC provides a potential funding source of up to $30.0 million, there is no guarantee that Actelis will be able to draw down the full amount or that the proceeds will be sufficient to meet its ongoing operational and strategic needs. The company may require additional financing in the future.

Industry Context

Actelis Networks operates in the rapidly evolving networking solutions sector, focusing on wide-area IoT applications. The company's strategy leverages hybrid fiber and existing copper/coaxial lines to offer cyber-hardened, rapid-deployment solutions. This market is characterized by increasing demand for secure and efficient connectivity for a growing number of IoT devices, but also faces intense competition from established telecommunications and networking infrastructure providers.

Regulatory Implications

The S-1/A filing is a standard SEC requirement for registering securities. The primary regulatory implication stems from the potential for significant dilution and the need for transparency regarding the financing arrangements with White Lion Capital. Compliance with securities laws regarding the resale of these shares by White Lion is also critical.

What Investors Should Do

1. Monitor White Lion Capital's share sales.
2. Evaluate the company's ability to execute its business plan with ELOC proceeds.
3. Assess competitive positioning and market adoption of Actelis's technology.

Key Dates

• 2025-11-25: Filing of S-1/A — Details the Equity Line of Credit (ELOC) and PIPE with White Lion Capital, LLC, and registers shares for resale, indicating a significant financing and potential dilution event.
• 2025-11-20: Valuation of Commitment Shares — Commitment shares were valued at $3.20 per share, providing a reference point for the ELOC terms.
• 2025-11-18: 10-for-1 Reverse Stock Split — Adjusted the number of outstanding shares and per-share metrics, likely to meet exchange listing requirements or improve marketability.
• 2025-11-24: Closing Stock Price — ASNS common stock closed at $2.74 on Nasdaq Capital Market, reflecting current market valuation post-reverse split.

Glossary

Equity Line of Credit (ELOC)

An agreement where a company can sell shares of its stock to an investor at its discretion over a specified period, up to a certain amount. (Actelis has an ELOC with White Lion Capital, LLC, allowing it to potentially raise up to $30.0 million by selling shares.)

PIPE

Private Investment in Public Equity. A transaction where a public company sells its securities directly to a private investor. (Actelis is conducting a PIPE with White Lion Capital, LLC, involving the sale of commitment shares, PIPE shares, and pre-funded warrants.)

Pre-Funded Warrants

Warrants that allow the holder to purchase shares at a nominal exercise price, often used in PIPE transactions to avoid registration requirements for shares purchased immediately. (Actelis is issuing pre-funded warrants as part of the PIPE, which will result in 263,997 shares being issuable.)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them, typically to increase the per-share price. (Actelis effected a 10-for-1 reverse stock split on November 18, 2025, impacting its share structure.)

Commitment Shares

Shares issued to an investor as part of an agreement, often related to financing arrangements like an ELOC, to compensate the investor for their commitment. (White Lion Capital is receiving 234,375 commitment shares as part of the ELOC agreement.)

Year-Over-Year Comparison

This S-1/A filing represents a significant financing event for Actelis Networks, Inc., detailing a new Equity Line of Credit and PIPE with White Lion Capital, LLC. Unlike previous filings that might have focused on product development or existing operations, this document primarily addresses the company's strategy to raise capital through the issuance and potential resale of a large number of shares. Key metrics such as revenue, net income, and margins are not detailed in this specific filing, which is focused on the financing structure and associated risks, including substantial potential dilution.

Key Financial Figures

• $0.0001 — o; or “Actelis”), par value $0.0001 per share (the “Common Stock&rdqu
• $3.20 — Purchase Agreement (assuming a value of $3.20 per share, the closing price of our sha
• $30.0 million — o this prospectus. We may receive up to $30.0 million in aggregate gross proceeds from White
• $2.74 — Stock on the Nasdaq Capital Market was $2.74 per share. Investing in our securitie
• $6.15 — f Common Stock, for a purchase price of $6.15 per share and related Common Warrants,
• $1 million — gregate gross proceeds of approximately $1 million. The July 2025 Private Placement closed
• $35,000 — ed by the Company from the Offering and $35,000 for accountable expenses to the placeme
• $7.688 — tock) at an exercise price per share of $7.688 which will be exercisable commencing on
• $2,500,000 — to our failure to maintain a minimum of $2,500,000 in shareholders’ equity (the &ldq

Filing Documents

• ea0266799-s1a3_actelis.htm (S-1/A) — 297KB
• ea026679901ex5-1_actelis.htm (EX-5.1) — 9KB
• ea026679901ex23-1_actelis.htm (EX-23.1) — 3KB
• image_001.jpg (GRAPHIC) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 8KB
• image_002.jpg (GRAPHIC) — 2KB
• 0001213900-25-114761.txt ( ) — 343KB

Use of Proceeds

Use of Proceeds 9 White Lion Transaction 10 Selling Stockholder 12 Description of Offered Securities 13 Plan of Distribution 18 Legal Matters 19 Experts 19 Where You Can Find More Information 19 Incorporation of Certain Information by Reference 20 i ABOUT THIS PROSPECTUS Unless the context indicates otherwise, references in this prospectus to “Actelis,” “we,” “us,” “our,” “the Company,” “our company” and similar terms refer to Actelis Networks, Inc., a Delaware corporation. Actelis has a wholly-owned subsidiary, Actelis Networks Israel, Ltd, an Israeli company. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”). The selling stockholder named in this prospectus may from time to time sell the securities described in the prospectus. You should read this prospectus together with the more detailed information regarding our company, our Common stock, and our financial statements and notes to those statements that appear elsewhere in this prospectus and any applicable prospectus supplement together with the additional information that we incorporate in this prospectus by reference, which we describe under the heading “Where You Can Find More Information.” You should rely only on the information contained in, or incorporated by reference in, this prospectus and in any accompanying prospectus supplement. We have not authorized anyone to provide you with different information from that contained in, or incorporated by reference in, this prospectus. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or

Forward-looking statements

Forward-looking statements are based on our management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s beliefs and assumptions, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking include, among other things, those listed under “Risk Factors,” “Use of Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere herein or by incorporation by reference. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements included in this prospectus speak only as of the date of this prospectus. Although we believe that the expectations reflected in the forward-looking in the forward-looking statements will be achieved or will occur. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this prospectus. See “Where You Can Find More Information.&rd

View Full Filing

View this S-1/A filing on SEC EDGAR