Form 8-K

8-K — ACTELIS NETWORKS INC

Accession: 0001213900-26-041856

Filed: 2026-04-09

Period: 2026-04-08

CIK: 0001141284

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0285690-8k_actelis.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED APRIL 9, 2026 (ea028569001ex99-1.htm)

GRAPHIC (ea028569001_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0285690-8k_actelis.htm · Sequence: 1

false

0001141284

2026-04-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

April 8, 2026

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)

710 Lakeway Drive, Suite 200, Sunnyvale,

CA 94805

(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 3.01 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

that the Company’s common stock failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, in violation

of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). While companies are typically afforded a 180-calendar-day compliance

period to comply with the Nasdaq Listing Rule, the Staff concluded that the Company is not eligible for the compliance period pursuant

to Nasdaq Listing Rule 5810(c)(3)(A)(iv) due to the fact that the Company effected a reverse stock split within the prior one-year period,

specifically a 1-for-10 reverse stock split on November 18, 2025, and therefore was subject to immediate delisting.

The Company requested an appeal

hearing, which stayed the suspension and delisting action. At the appeal hearing, the Company presented to the Nasdaq Hearings Panel its

plan to regain compliance with the Bid Price Rule.

On April 8, 2026, Nasdaq delivered

a letter to the Company confirming to the Company that it had denied the Company’s request for continued listing and therefore that

trading of the Company’s common stock, par value $0.0001 per share (“Common Stock”), would be suspended at the open

of trading on April 10, 2026.

The Company expects and plans

for its shares of Common Stock to be quoted by the OTC Markets Group, Inc. (“OTC”) upon being suspended from trading on Nasdaq

and intends to submit an application to have its securities traded on the OTCQB Venture Market (“OTCQB”) of OTC. While the

Company intends to have its Common Stock quoted on the OTCQB, the Company’s Common Stock may temporarily trade on OTC Pink until

the transfer to OTCQB is finalized. There can be no assurance that trading in the Company’s securities will commence or continue

on the OTC or other market or that such trading will occur at volumes or prices to facilitate efficient market activities.

The Company will continue

to remain a reporting company under the Securities Exchange Act of 1934, as amended, and the transition to the OTC is not expected to

affect the Company’s business operations. The Company will make additional disclosures relating to post-suspension trading as that

information becomes available.

Item 7.01. Regulation FD Disclosure.

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 “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Cautionary Statement

Concerning Forward-Looking Statements

This Current Report contains

“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities

laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”

“seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements

are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their

nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. Forward-looking statements

are based on current expectations and assumptions that, while considered reasonable are inherently uncertain. New risks and uncertainties

may emerge from time to time, and it is not possible to predict all risks and uncertainties. There can be no assurance that management’s

expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated

by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause

actual performance or results to differ materially from those expressed in the forward-looking statements. These and other

important factors could cause actual results to differ materially from those indicated by the forward-looking statements made

in this Current Report. Factors that may cause actual results to differ materially from current expectations include, but are not limited

to, various factors beyond management’s control including general economic conditions; the Company’s ability to resume the

quoting and trading of its common stock on the OTC market and the impact of the Nasdaq delisting on the Company’s business operations;

the possibility that Actelis may be adversely affected by other economic, business, and/or competitive factors and other risks and uncertainties

indicated from time to time. Any such forward-looking statements represent management’s estimates as of the date of this

Current Report. While the Company may elect to update such forward-looking statements at some point in the future, unless required

by law, it disclaims any obligation to do so, even if subsequent events cause its views to change. Thus, no one should assume that the

Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements.

These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent

to the date of this Current Report. More detailed information about the Company and the risk factors that may affect the realization

of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC),

including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged

to read these documents free of charge on the SEC’s web site at http://www.sec.gov.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated April 9, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 9, 2026

By:

/s/ Tuvia Barlev

Name:

Tuvia Barlev

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED APRIL 9, 2026

EX-99.1

Filename: ea028569001ex99-1.htm · Sequence: 2

Exhibit 99.1

Actelis Networks to Transition Trading to OTC

Market Following Nasdaq Panel Decision

The Company is working on all available options

in order to relist on the Nasdaq

Company continues to execute on its growth strategy

and commercial plans

SUNNYVALE, Calif., April 9, 2026 - 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 determination from the Nasdaq Hearings Panel to delist the Company’s

common stock from The Nasdaq Capital Market following the Panel review process.

Trading of the Company’s common stock

on Nasdaq is expected to be suspended at the open of business on April 10, 2026. The Company will have its shares quoted on the OTC Markets

and plans to apply for trading on the OTCQB Venture Market, which is designed for developing and entrepreneurial companies. At the same

time, the Company is also evaluating all available options in order to relist on the Nasdaq market.

The Panel’s determination follows the Company’s previously

disclosed non-compliance with Nasdaq’s minimum bid price requirement. While the Company presented its plan to regain compliance,

the Panel determined not to grant continued listing at this time.

The Company’s operations are not expected to be impacted by the

transition, and Actelis continues to operate its business as usual while maintaining its status as a reporting company with the U.S. Securities

and Exchange Commission.

“This is not the outcome we had sought, but it is important to

emphasize that this development is limited to our listing venue and does not reflect the underlying strength of our business,” said

Tuvia Barlev, Chief Executive Officer of Actelis Networks. “We continue to see demand for our solutions across transportation, government,

and critical infrastructure markets, including recent project expansions and deployments, and our focus remains on execution and delivering

for our customers, while working on all options to restore our presence on Nasdaq”

Actelis is actively working on the required actions to restore its

listing on Nasdaq, while supporting an orderly trading environment for its shareholders. There can be no assurance that an active trading

market will be maintained on the OTC Markets or that broker-dealers will continue to make a market in the Company’s shares.

The Company remains focused on executing its growth strategy and realizing

its commercial opportunities.

About Actelis Networks, Inc.

Actelis Networks, Inc. (NASDAQ: ASNS) is a market leader in hybrid fiber, 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 may 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.

Investor Relations Contact:

Arx Investor Relations

North American Equities Desk

actelis@arxhq.com

GRAPHIC

Filename: ea028569001_ex99-1img1.jpg · Sequence: 3

Binary file (5414 bytes)

Download ea028569001_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Apr. 08, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 08, 2026

Entity File Number

001-41375

Entity Registrant Name

Actelis Networks, Inc.

Entity Central Index Key

0001141284

Entity Tax Identification Number

52-2160309

Entity Incorporation, State or Country Code

Entity Address, Address Line One

710 Lakeway Drive

Entity Address, Address Line Two

Suite 200

Entity Address, City or Town

Sunnyvale

Entity Address, State or Province

Entity Address, Postal Zip Code

94805

City Area Code

510

Local Phone Number

545-1045

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value per share

Trading Symbol

ASNS

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration