of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorpo…

Other Events. As part of its ongoing organizational restructuring and cost-reduction efforts, Actelis Networks, Inc. (the “Company”) has decided to eliminate the position of Chief Revenue Officer, Americas effective August 1, 2026. The Chief Revenue Officer, Americas position was held by Mark DeVol, who will leave the Company effective the same date. Mr. DeVol’s employment termination did not arise or result from any disagreement with the Company on any matters relating to the Company’s opera…

Notice of Delisting or Failure To Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 10, 2026, The Nasdaq Stock Market LLC (“Nasdaq”) issued a press release stating that the common stock of Actelis Networks, Inc. (the “Company”), which was suspended from trading on Nasdaq on April 10, 2026, would be officially delisted and that Nasdaq would file a Form 25-NSE with the U.S. Securities and Exchange Commission. The official delisting will become effective ten days after t…

Unregistered Sales of Equity Securities. The matters described in

Entry into a Material Definitive Agreement. Equity Line of Credit Agreement As previously reported on its Current Report on Form 8-K on October 2, 2025 (the “Prior 8-K”), on September 27, 2025, Actelis Networks, Inc. (the “Company”) entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with an effective date of October 1, 2025 (the “Effective Date”) with White Lion Capital LLC, a Nevada limited liability company (“White Lion”). Capitalized terms used but not d…

of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorpo…

Regulation FD Disclosure. On April 24, 2026, the Company issued a press release titled “Actelis Networks Commences Trading on the OTCQB Venture Market”. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety. The press release and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on February 4, 2026, Actelis Networks, Inc. (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”) had determined to delist the Company’s securities from The Nasdaq Capital Market. As disclosed in the Notice, the Staff determined…

Regulation FD Disclosure. On April 9, 2026, the Company issued a press release titled “ Actelis Networks to Transition Trading to OTC Market Following Nasdaq Panel Decision ”. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety. The press release and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “E…

Regulation FD Disclosure. On March 24, 2026, Actelis Networks, Inc. (the “Company”), issued a press release to announce that it had entered into a binding term sheet with Exaware Routing Ltd., an Israeli company (“Target”), pursuant to which the Company will acquire 100% of the issued and outstanding shares of the Target’s stock from the Target’s shareholders. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. A cop…

Other Events. On March 18, 2026, the Board authorized an expansion of the Repurchase Program pursuant to which the Company intends to repurchase up to $1.5 million of its outstanding shares of common stock. Under the Repurchase Program, the Company is to purchase its common stock from time to time on a discretionary basis through open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange Act an…

Regulation FD Disclosure. As previously announced on its Form 8-K filed on November 22, 2022, on November 22, 2022, the Company’s Board of Directors (the “Board”) authorized a share repurchase program, pursuant to which the Company may repurchase up to $1.0 million of its outstanding shares of common stock (the “Repurchase Program”) through which the Company has repurchased $50,000 worth of common stock. On March 18, 2026, the Board authorized an expansion of the Repurchase Program, such that…

Results of Operation and Financial Condition. On March 18, 2026, Actelis Networks, Inc. issued a press release announcing its financial and operating results and recent highlights for the year ended December 31, 2025. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K that is furnished pursuant to this

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On February 4, 2026, Actelis Networks, Inc. (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”) has determined to delist the Company’s securities from The Nasdaq Capital Market, and that the Company has the right to request a hearing and that a hearing…

Other Events. On January 9, 2026, Actelis Network Inc. (the “Company”) filed an updated prospectus supplement dated January 9, 2026, with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company increased the aggregate offering price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) that it may offer and sell pursuant to the At-the-Market Offering A…

of the Original Form 8-K, solely to report that the Company intends to use the proceeds from the Offering for general corporate purposes. Such amended disclosure is consistent with the use of proceeds reported in the Company’s press release which was filed as Exhibit 99.1 to the Original Form 8-K. No other changes have been made to the Original Form 8-K or the exhibits thereto. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this…

Entry Into a Material Definitive Agreement. On December 17, 2025, Actelis Networks, Inc. (the “Company” or “Actelis”) offered and sold in a public offering on a best efforts basis (the “Offering”) (i) 4,352,500 shares of the Company’s common stock, (the “Shares”), par value $0.0001 per share (“Common Stock”), (ii) 1,897,500 pre-funded warrants to purchase up to 1,897,500 shares of Common Stock (the “Pre-Funded Warrants”), and (iii) 6,250,000 common warrants to purchase up to 6,250,000 shares…

Material Modification to Rights of Security Holders. To the extent required by

of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorpo…

Other Events. As previously disclosed on its current report on Form 8-K filed on August 25, 2025, on August 19, 2025, Actelis Networks, Inc. (the “Company”) received written notice from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, due to the Company’s non-compliance with the $2.5 million stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) as of June 30, 2025, and because, pursuant to Listing Rul…

Entry into a Material Definitive Agreement. Equity Line of Credit Agreement On September 27, 2025, Actelis Networks, Inc. (the “Company”) entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with an effective date of October 1, 2025 (the “Effective Date”) and a related registration rights agreement (the “White Lion RRA”) with White Lion Capital LLC, a Nevada limited liability company (“White Lion”). Pursuant to the Common Stock Purchase Agreement, the Company…

Unregistered Sales of Equity Securities. The matters described in

Senior Vice President of Sales, Americas — Bret Harrison: The position was eliminated as part of organizational restructuring.

Unregistered Sales of Equity Securities. The information under

Entry into a Material Definitive Agreement. On September 2, 2025, Actelis Networks, Inc. (the “Company”) entered into an inducement agreement (the “Inducement Letter”) with a certain holder (the “Holder”) of certain of the Company’s existing warrants to purchase an aggregate of 4,270,197 shares of the Company’s common stock, consisting of (i) 1,271,187 warrants issued on December 20, 2023 with an expiration date of June 20, 2029 at an exercise price of $1.18 per share (ii) 999,670 warrants is…