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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 21, 2025

 

Actelis Networks, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41375   52-2160309

(State or other jurisdiction
of incorporation)

  (Commission File Number)  

(I.R.S. Employer
Identification Number)

 

4039 Clipper Court, Fremont, CA 94538
(Address of principal executive offices)

 

(510) 545-1045

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   ASNS   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 7.01 Regulation FD Disclosures.

 

On May 21, 2025, Actelis Networks, Inc. (the “Company”) issued a press release titled “Actelis Networks Receives $100K Follow-On Order from Major Mid-Atlantic US County for Continued Traffic Management System Modernization.” A copy of the Company’s press release containing such business update is attached hereto as Exhibit 99.1 The information set forth in the press release is incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.

 

This Current Report on Form 8-K and Exhibit 99.1 contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other reports of the Company filed with the United States Securities and Exchange Commission (the “SEC”), including that actual events or results may differ materially from those in the forward-looking statements.

 

Investors and others should note that the Company may announce material information about its finances, product development, clinical trials and other matters to its investors using its website (https://actelis.com/) in addition to SEC filings, press releases, public conference calls and webcasts. The Company uses these channels to communicate with the Company’s shareholders and the public about the Company and other issues. It is possible that the information the Company posts on these channels could be deemed to be material information. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information it posts on the Company’s website (referenced above) in addition to following its press releases, SEC filings, public conference calls, and webcasts.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Exhibit Description
99.1   Press release dated May 21, 2025
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ACTELIS NETWORKS, INC.
   
Dated: May 21, 2025 By: /s/ Tuvia Barlev
  Name:  Tuvia Barlev
  Title: Chief Executive Officer

 

2

 

EX-99.1 2 ea024307301ex99-1_actelis.htm PRESS RELEASE DATED MAY 21, 2025

Exhibit 99.1

 

 

Actelis Networks Receives $100K Follow-On Order from Major Mid-Atlantic US County for Continued Traffic Management System Modernization

 

Follow-On Order Underscores Strong Customer Satisfaction and Proven Performance in High-Stakes Intelligent Transportation Applications

 

FREMONT, Calif., May 21, 2025 — 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 that it has received a $102,000 follow-on order from a major Mid-Atlantic US county to further enhance and expand its Advanced Transportation Management System (ATMS) operations.

 

This new order builds upon the $260,000 project announced in July 2024 and reinforces Actelis’ growing position as a trusted provider of critical networking infrastructure for intelligent transportation systems nationwide.

 

“This follow-on order demonstrates the ongoing confidence major transportation authorities place in Actelis’ solutions,” said Tuvia Barlev, Chairman and CEO of Actelis. “As counties and cities continue to modernize their traffic management capabilities, they increasingly recognize the value of our hybrid-fiber technology in delivering immediate, secure connectivity while maximizing existing infrastructure investments. We’re proud to support this county’s vision for safer, more efficient transportation systems.”

 

The order is specifically targeted at supporting the county’s Transportation Systems Technical operations, providing secure, high-performance connectivity that powers a range of critical smart transportation applications. These include automated traffic signal control, real-time intersection monitoring, advanced safety and surveillance systems, and intelligent traffic flow management—all essential components of next-generation transportation infrastructure.

 

The county will leverage Actelis’ hybrid-fiber technology to rapidly extend its digital capabilities across its extensive network of roadways and intersections, enabling data-driven strategies that enhance safety, reduce congestion, and improve overall transportation efficiency. Actelis’ cyber-hardened networking solutions provide significant advantages for this mission-critical infrastructure, including:

 

Rapid deployment that reduces modernization timelines from months to days Seamless integration with traffic controllers, cameras, and sensor networks

 

Substantial cost savings through utilization of existing infrastructure

 

 


 

Military-grade security features protecting vulnerable transportation systems

 

Seamless integration with traffic controllers, cameras, and sensor networks

 

Reliable performance in challenging outdoor environments

 

This latest order continues Actelis’ momentum in the intelligent transportation systems market, following recent deployments in cities including Seattle, Orange County, Eugene, as well as a recently announced railway modernization project in Northern Ireland and other implementations across Europe and Asia. These global deployments highlight Actelis’ growing recognition as a leading provider of secure, high-performance networking solutions for critical infrastructure applications worldwide.

 

About Actelis Networks, Inc.

 

Actelis Networks, Inc. (NASDAQ: ASNS) is a market leader in hybrid fiber-copper, cyber-hardened networking solutions for rapid deployment in wide-area IoT applications, including government, ITS, military, utility, rail, telecom, and campus networks. Actelis’ innovative portfolio offers fiber-grade performance with the flexibility and cost-efficiency of hybrid fiber-copper networks. Through its “Cyber Aware Networking” initiative, Actelis also provides AI-based cyber monitoring and protection for all edge devices, enhancing network security and resilience. For more information, please visit www.actelis.com.

 

Forward-looking Statements

 

This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results to differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

Contact:

 

ARX | Capital Markets Advisors

North American Equities Desk

actelis@arxadvisory.com