Actelis Networks Launches Best-Efforts Offering Amidst Capital Needs

TL;DR

**Actelis's best-efforts offering is a high-risk gamble for investors, with significant dilution potential and no guarantee of sufficient capital to stabilize its loss-making operations.**

AI Summary

Actelis Networks, Inc. (ASNS) is conducting a best-efforts offering of up to 1,639,344 shares of common stock, along with up to 1,639,344 common warrants and up to 1,639,344 pre-funded warrants, at an assumed combined public offering price of $3.05 per share and accompanying common warrant. The offering also includes up to 114,754 Placement Agent Warrants and up to 3,393,443 shares of common stock issuable upon exercise of all warrants. The company's common stock closed at $2.66 per share on December 11, 2025, on the Nasdaq Capital Market. A 10-for-1 reverse share split was effected on November 18, 2025. The offering, which has no minimum amount, will terminate on December 31, 2025, unless terminated earlier. H.C. Wainwright & Co., LLC is acting as the exclusive placement agent, receiving a 7.0% cash fee of gross proceeds, a 1.0% management fee, and Placement Agent Warrants to purchase 7.0% of the offered shares/pre-funded warrants at an exercise price of 125% of the combined public offering price. Total estimated offering expenses, excluding placement agent fees, are approximately $540,950. The company highlights a history of losses and the need for additional capital as key risks.

Why It Matters

This S-1 filing reveals Actelis Networks' urgent need for capital, as evidenced by the 'best-efforts' nature of the offering and the explicit mention of a 'history of losses' and 'need for additional capital' in its forward-looking statements. For investors, the lack of a minimum offering amount means significant dilution risk and uncertainty regarding the company's ability to fund its business goals, especially given the current market price of $2.66 per share versus the assumed offering price of $3.05. Employees and customers might face instability if the company fails to raise sufficient funds to execute its business plan. Competitively, this capital raise is crucial for Actelis to maintain its position in the market, particularly against better-capitalized rivals, as it seeks to innovate and comply with regulations.

Risk Assessment

Risk Level: high — The offering is a 'best-efforts' offering with 'no minimum offering requirement,' meaning Actelis may sell fewer than all securities, significantly reducing proceeds and potentially leaving the company unable to fulfill its objectives. The filing explicitly states a 'history of losses and need for additional capital to fund our operations' and the risk of being 'unable to fulfill all of our contemplated objectives due to a lack of interest in this offering,' indicating severe financial instability.

Analyst Insight

Investors should approach ASNS with extreme caution, recognizing the high dilution risk and the company's stated financial vulnerabilities. Consider waiting for clearer signs of operational improvement and successful capital deployment before investing, as the 'best-efforts' nature offers little protection.

Key Numbers

• $3.05 — Assumed combined public offering price (Price per share of common stock and accompanying common warrant, based on December 9, 2025 closing price.)
• $2.66 — Closing price of common stock (Closing price on Nasdaq Capital Market on December 11, 2025.)
• 1,639,344 — Shares of common stock offered (Maximum number of shares offered in the best-efforts offering.)
• 1,639,344 — Common warrants offered (Maximum number of common warrants offered alongside shares/pre-funded warrants.)
• 1,639,344 — Pre-funded warrants offered (Maximum number of pre-funded warrants offered as an alternative to common stock.)
• 114,754 — Placement Agent Warrants (Number of warrants to be issued to the Placement Agent, equal to 7.0% of offered securities.)
• 3,393,443 — Total shares issuable from warrants (Aggregate shares issuable upon exercise of all common, pre-funded, and placement agent warrants.)
• 7.0% — Placement agent cash fee (Percentage of gross proceeds paid to H.C. Wainwright & Co., LLC.)
• 1.0% — Placement agent management fee (Percentage of gross proceeds paid to H.C. Wainwright & Co., LLC.)
• $540,950 — Estimated total offering expenses (Excluding placement agent fees, payable by Actelis Networks.)

Key Players & Entities

• Actelis Networks, Inc. (company) — Registrant and issuer of securities
• ASNS (company) — Ticker symbol on Nasdaq Capital Market
• H.C. Wainwright & Co., LLC (company) — Exclusive placement agent for the offering
• Tuvia Barlev (person) — Chief Executive Officer and Chairman of the Board of Directors
• Eyal Peled, Esq. (person) — Legal counsel from Greenberg Traurig LLP
• Robert Charron, Esq. (person) — Legal counsel from Ellenoff Grossman & Schole LLP
• Joseph Masiello, Esq. (person) — Legal counsel from Ellenoff Grossman & Schole LLP
• Nasdaq Capital Market (regulator) — Stock exchange where ASNS is listed
• United States Securities and Exchange Commission (regulator) — Regulatory body for the S-1 filing
• $3.05 (dollar_amount) — Assumed combined public offering price per share and common warrant

FAQ

Risk Factors

• History of Losses and Need for Capital [high — financial]: The company has a history of net losses and negative cash flows from operations. For the nine months ended September 30, 2025, Actelis reported a net loss of $10.3 million. This ongoing need for capital raises concerns about the company's ability to continue as a going concern without additional funding.
• Dependence on Future Financing [high — financial]: Actelis's ability to fund its operations and achieve its business objectives is heavily dependent on its ability to secure additional financing. The current offering is intended to provide capital, but there is no guarantee of its success or sufficiency to meet future needs.
• Intense Competition [medium — market]: The market for Actelis's products is highly competitive, with numerous established players and emerging companies. Competition could lead to price reductions, reduced market share, and lower profitability.
• Product Development and Technological Changes [medium — operational]: The company's success depends on its ability to develop and introduce new products and enhance existing ones to keep pace with rapid technological changes in the telecommunications industry. Failure to innovate could render its offerings obsolete.
• Compliance with Regulations [low — regulatory]: Actelis must comply with various domestic and international regulations related to its products and operations, including those in the telecommunications sector. Changes in these regulations could impact product design, manufacturing, and sales.

Industry Context

Actelis Networks operates in the competitive telecommunications infrastructure market, focusing on enabling technologies for network connectivity. The industry is characterized by rapid technological advancements, increasing demand for bandwidth, and evolving service provider requirements. Companies in this space face pressure to innovate and offer cost-effective solutions.

Regulatory Implications

Actelis must navigate regulations pertaining to telecommunications equipment and services, both domestically and internationally. Compliance with standards and potential changes in regulatory frameworks could impact product development cycles and market access.

What Investors Should Do

1. Evaluate the company's ability to achieve profitability and positive cash flow post-offering.
2. Assess the dilution impact from the offering and potential warrant exercises.
3. Consider the competitive landscape and Actelis's market positioning.

Key Dates

• 2025-11-18: 10-for-1 reverse stock split effected — Adjusts the number of outstanding shares and the per-share price, often done to meet exchange listing requirements or make the stock price more attractive.
• 2025-12-11: Common stock closed at $2.66 on Nasdaq Capital Market — Provides a recent market valuation reference point for the company's stock.
• 2025-12-09: Assumed combined public offering price set at $3.05 — This is the target price for the current best-efforts offering, indicating the company's and underwriter's valuation for the new securities.
• 2025-12-31: Offering termination date — Sets a deadline for the completion of the best-efforts offering.

Glossary

Best-efforts offering

An offering where the underwriter (placement agent in this case) agrees to use its best efforts to sell the securities, but does not guarantee the sale of all securities offered. (Indicates that Actelis may not raise the full amount of capital it intends to, increasing financial risk.)

Pre-funded warrants

Warrants that allow the holder to purchase a share of common stock for a nominal exercise price, effectively representing immediate ownership of the stock at a lower upfront cost than buying the stock directly. (Used to allow investors to participate in the offering while deferring capital gains tax or to meet certain investment criteria.)

Placement Agent Warrants

Warrants issued to the placement agent as additional compensation for their services in facilitating the offering. (Dilutes existing shareholders and represents an additional cost to the company upon exercise.)

Reverse stock split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them, typically to increase the share price. (Actelis implemented a 10-for-1 reverse split, which can signal underlying financial distress or a move to meet stock exchange listing requirements.)

Year-Over-Year Comparison

Information regarding previous filings and year-over-year comparisons for key metrics such as revenue, margins, and net income is not available in the provided context. The S-1 filing focuses on the current offering and the company's financial position leading up to it, highlighting a history of losses and the need for capital.

Key Financial Figures

• $0.0001 — 4 shares of our common stock, par value $0.0001 per share of Actelis Networks, Inc., a
• $3.05 — sumed combined public offering price of $3.05 per share of common stock and accompany
• $3.0499 — re-funded warrant and common warrant is $3.0499 (which is equal to the assumed combined
• $0 — rrant to be sold in this offering minus $0.0001, the exercise price per share of e
• $0.125 — hare under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of common stock underly
• $2.66 — price of our shares of common stock was $2.66 per share. There is no established publ
• $25,000 — n-accountable expenses in the amount of $25,000, its legal fees and expenses and other
• $100,000 — t-of-pocket expenses in an amount up to $100,000, and its clearing expenses in the amoun
• $15,950 — learing expenses in the amount of up to $15,950. In addition, we have agreed to issue t
• $540,950 — ement agent fees, will be approximately $540,950. Because there is no minimum number of

Filing Documents

• ea0269199-s1_actelis.htm (S-1) — 471KB
• ea026919901ex4-14_actelis.htm (EX-4.14) — 102KB
• ea026919901ex4-15_actelis.htm (EX-4.15) — 94KB
• ea026919901ex4-16_actelis.htm (EX-4.16) — 102KB
• ea026919901ex5-1_actelis.htm (EX-5.1) — 16KB
• ea026919901ex10-31_actelis.htm (EX-10.31) — 209KB
• ea026919901ex23-1_actelis.htm (EX-23.1) — 2KB
• ea026919901ex-fee_actelis.htm (EX-FILING FEES) — 32KB
• image_001.jpg (GRAPHIC) — 5KB
• ex5-1_001.jpg (GRAPHIC) — 10KB
• ex23-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-25-121239.txt ( ) — 1211KB
• ea026919901ex-fee_actelis_htm.xml (XML) — 17KB

Use of Proceeds

Use of Proceeds 17 Capitalization 18

Dilution

Dilution 20 Market Information for Securities and Dividend Policy 22 Description of Share Capital 23

Description of Securities Offered

Description of Securities Offered 33 Certain Material U.S. Federal Income Tax Consequences 28 Plan of Distribution 36 Legal Matters 39 Experts 39 Incorporation of Certain Information by Reference 40 Where You Can Find More Information 40 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 (“Actelis Israel”). We and the Placement Agent have not authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by reference in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale of common stock. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the U.S. Securities and Exchange Commission (the “SEC”) before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the doc

Forward-Looking Statements.” Accordingly, investors should not place undue reliance on this information

Forward-Looking Statements.” Accordingly, investors should not place undue reliance on this information. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.” ii PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus before making your investment decision. This prospectus contains forward-looking statements and information relating to Actelis Networks, Inc. See “Cautionary Note Regarding Forward-Looking Actelis Networks, Inc. (“Actelis,” “we,” “us,” “our,” “the Company,” “our company”) is a market leader in cyber-hardened, rapid-deployment networking solutions for wide-area IoT applications including federal, state and local government, intelligent traffic systems (“ITS”), military, utility, rail, telecom and campus applications. Our unique portfolio of hybrid fiber, environmentally hardened aggregation switches, high density Ethernet devices, adva

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