Form 8-K

8-K — ACTELIS NETWORKS INC

Accession: 0001213900-26-047440

Filed: 2026-04-24

Period: 2026-04-24

CIK: 0001141284

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea028765301-8k_actelisnet.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED APRIL 24, 2026. (ea028765301ex99-1_actelisnet.htm)

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8-K — CURRENT REPORT

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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): April

24, 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

None

N/A

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 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 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 continue the 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 24, 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 24, 2026

By:

/s/ Yoav Efron

Name:

Yoav Efron

Title:

Deputy Chief Executive Officer and Chief Financial Officer

EX-99.1 — PRESS RELEASE, DATED APRIL 24, 2026.

EX-99.1

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Exhibit 99.1

Actelis Networks Commences

Trading on the OTCQB Venture Market

Common stock begins trading

on the OTCQB under the symbol "ASNS" effective April 24, 2026; Company continues to execute across federal, transportation,

utilities and telecom markets as it evaluates options to relist on Nasdaq

SUNNYVALE, Calif., April 24, 2026 — Actelis

Networks, Inc. (OTCQB: ASNS) ("Actelis" or the "Company"), a market leader in cyber-hardened, rapid-deployment networking

solutions for IoT and broadband applications, today announced that its common stock has commenced trading on the OTCQB Venture Market

operated by OTC Markets Group, effective at the open of business on April 24, 2026. The Company's common stock continues to trade under

the symbol "ASNS."

The transition to OTCQB follows the Company's previously

announced move from The Nasdaq Capital Market to the OTC Markets, and the Company's application to the OTCQB Venture Market. OTCQB is

a marketplace designed for developing and entrepreneurial U.S. and international companies that are current in their reporting with the

U.S. Securities and Exchange Commission (SEC) and meet OTC Markets Group's minimum listing standards, including annual management certification

and verification requirements. OTCQB-traded securities are also recognized as an "established public market" for purposes of

Rule 144 under the Securities Act of 1933, as amended.

"Commencing trading on OTCQB is a constructive

near-term step for our shareholders and supports a more transparent trading environment as we continue to execute on our growth plan,"

said Tuvia Barlev, Chairman and Chief Executive Officer of Actelis. "At the same time, we remain focused on evaluating all available

options to restore our listing on Nasdaq, while delivering operational progress across our federal, transportation, utilities, and telecom

markets."

Actelis continues to operate its business as usual.

There can be no assurance that an active trading market for the Company's common stock will be maintained on OTCQB, that broker-dealers

will continue to make a market in the Company's shares, or as to the timing or outcome of any efforts to relist on Nasdaq.

About Actelis Networks, Inc.

Actelis Networks, Inc. (OTCQB: 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

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