Form 8-K

8-K — ACTELIS NETWORKS INC

Accession: 0001213900-26-109880

Filed: 2026-10-15

Period: 2026-10-15

CIK: 0001141284

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0308687-8k_actelis.htm (Primary)

EX-99.1 — ACTELIS NETWORKS, INC. INVESTOR PRESENTATION (ea030868701ex99-1.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):

October 15, 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 October 15, 2026, Actelis Networks, Inc. (the

“Company”) posted to its website a corporate presentation that it intends to use in conferences and meetings with investors,

shareholders and analysts. A copy of the presentation is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of

Form 8-K, the information furnished under this Item 7.01 of this Current Report on Form 8-K and the exhibits attached hereto are deemed

to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise

subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference into any filing

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

This Current Report on Form 8-K and Exhibit 99.1

hereto contain 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 Securities and Exchange Commission, including that actual

events or results may differ materially from those in the forward-looking statements.

Item 8.01 Other Events

Disclosure Channels to Disseminate Information

Investors and others should note that the Company

may announce material information about its finances, product development 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

Actelis Networks, Inc. Investor Presentation

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: October 15, 2026

By:

/s/ Yoav Efron

Name:

Yoav Efron

Title:

Deputy Chief Executive Officer and

Chief Financial Officer

EX-99.1 — ACTELIS NETWORKS, INC. INVESTOR PRESENTATION

EX-99.1

Filename: ea030868701ex99-1.htm · Sequence: 2

Exhibit

99.1

Disclaimer This Presentation is not an Offer or a Representation This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The information contained herein does not purport to be all-inclusive and Actelis nor any of its subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult with your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying solely upon the information contained herein to make any investment decision. The recipient shall not rely upon any statement, representation or warranty made by any other person, firm or corporation in making any investment decision. To the fullest extent permitted by law, in no circumstances will the Company or any of its subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Financial Information and Use of Non-GAAP Financial Measures. The financial information contained in this Presentation has been taken from or prepared based on our historical financial statements for the periods presented. This presentation includes certain non-GAAP financial measures. These non-GAAP measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to their nearest GAAP equivalent or any other performance measures derived in accordance with GAAP. We believe that these non-GAAP measures of financial results provide useful supplemental information to investors about Actelis. Our management uses forward-looking non-GAAP measures to evaluate our projected financials and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents. In addition, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore, our non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Past performance is not indicative of future results. There is no guarantee that any specific objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. See disclosures at the beginning. This Presentation contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; our potential to achieve uplisting to the Nasdaq Capital Market and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as "may," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "hopes" or the negative of these or similar terms. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on March 18, 2026. Forward-looking statements are only predictions. The forward-looking events discussed in this Presentation and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this document and other statements made from time to time by us or our representatives might not occur. Past performance is not indicative of future results. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a total risk of loss. FORWARD LOOKING STATEMENTS 2

$2.1M H1- 2026 revenue +26% vs. H1- 2025; New Order booking up 80%. 51% Q2- 2026 gross margin, vs. 32% in Q2- 2025 >$300M Installed worldwide 30+ Patents issued 25 Years in business >300 Customers: cities, roads, agencies, carriers Growth vs. 2025: revenue up 26%, gross margin up 19 points, New booking up 80%. What drove it • North America revenue +39% YoY in Q2-2026 • $0.85M software and services renewal from a leading North American carrier • Gross margin from 25% in Q1-2026 to 51% in Q2, on a richer software mix • Net loss narrowed to $1.4M in Q2-2026 from $1.9M a year earlier Company In Brief For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 3

Strategic Directions For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 4 MOMENTUM FORWARD IN ALL VERTICALS Federal Unique position A differentiated position, great fit to over 15 different programs of record. IP telephony ordered and delivered in Q3 to US Marine Corps Major partners Growing system of major partners in planning Actelis solutions into major programmatic deployments Trials and POCs → 2027 Initial deployment trials underway; breakout expected in 2027 ITS Cities and government Deeper work in city and government ITS projects. New GL800 Gigabit products New Gigabit-speed product line to be introduced in Q4-2026 Cyber-hardened SW, Services New cyber-hardened software for vulnerabilities mitigation alongside services for Hospitality & AV Large partners Working with large hospitality and AV partners, e.g. Vitec Growing funnel Sales funnel continues to grow Multi-million $ deals Significant multi-million-dollar deal pipeline

Business Update (Cont.) RECENT Developments JULY $0.85M software and services renewal @ leading American carrier AUGUST Carrier orders bring broadband to remote Alaska schools and healthcare sites AUGUST Q2-2026 results: revenue +20% YoY, gross margin 51% AUGUST Deeper engagement with U.S. military networking leaders at TechNet Augusta SEPTEMBER US Marines dozens of buildings IP Telephony modernization Program PO STRATEGIC PRIORITIES M&A Pursuing M&A, Cyber/AI focus, Inorganic Growth CAPITAL ELOC amendment supports NASDAQ relisting path NASDAQ Pursuing a return to Nasdaq For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 5

Edge-AI, Cyber-Safety, Defense Modernization Are Top Growth Domains For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 6

WHAT IS DRIVING DEMAND WHERE TODAY'S NETWORKS FALL SHORT AI Automation Growing exponentially Becoming mission critical Moving to the edge Cyber Safety Increasingly critical Compliance a must Edge is the weak link Modernize Defense Strong geopolitical forces Outdated networking Major security and mission risks Major budgets Edge Networking Safe, reliable, gigabit connectivity required Networking is a big bottleneck New Fiber Deployment extremely slow and expensive Copper, Coax Free, available everywhere Badly underutilized Performs like fiber, instantly, with Actelis Macro Tailwinds For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 7

Need to Connect Securely Tens of Millions of Locations Connectivity Modernization To Grow Exponentially For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 8 COPPER Billions of devices are connected with copper cables Llow speed, low reliability, unsecure FIBER New fiber optic cables are being installed Reliable, fast, very expensive, slow to deploy WIRELESS Wireless is getting better Not fast enough, not secure enough

Resilient And Cybersafe Fiber Speed On Any Wires : Cybersafe, Efficient Networking for the Edge No Network Infrastructure Upgrades Necessary For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 9 Fast To Implement

• Optimal synchronization of multi-line signals • Elimination of interference to boost speed • Data line coding for resilience, security ⁽¹⁾ • Multi-line scrambling for low latency, security ⁽²⁾ • 256-bit encryption of transmission ⁽³⁾ • Multi-line modulation for up to 10Gbps • Spectrally compliant reach extension to 100Km • Remote powering + Data (1), (2), (3) – Components of Triple Shield Protection 1728 1600 1664 5600 5700 3792 3792 1600 5568 5200 5300 5500 5584 5200 5392 5200 Unsynchronized Transmission • Lines support other lines • Optimal • Reliable • Secure • Lines interfering with other lines • Suboptimal • Unreliable • Unsecure Synchronized Transmission Individual Wires (4) – Vs. individual-wire/legacy performance Combining 100X Wire Performance Boost⁽⁴⁾ with Triple-Shield Physical Security Actelis' Patented Signal Processing and Encoding Software For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 10

Smart Transportation Smart Hotels Defense and Federal Actelis' Uniquely Enabling 3 Multi-$B Edge Markets 2025: $12.5B for FAA infrastructure modernization 2025: $37B budget for Military base modernization (source: US congress, Dept. of War) $143B/y for SMART traffic modernization by 2034 $30B DOT federal budget for traffic modernization Smart Transportation market to reach >$250B by 2029 (Source: Polaris Market Research, congress.gov, marketsandmarkets >$28B BEAD funding for broadband connectivity 20M buildings in the US alone need connectivity (Sources: Infrastructure Investment and Jobs Act (IIJA), US Census.gov (buildings above 5 units year 2000) For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specific objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 11

⚬Hybrid Fiber-Copper-Coax ⚬Deterministic Low Latency ⚬Ubiquitous and Compact ⚬Power Enabled Over the Network ⚬Cyber-Hardened, Encrypted ⚬Low-Touch Management SW ⚬Metashield Anomaly Detection Integrated Gigaline Gigaline Building Blocks: Cyber Secure the Edge Networking Now Using the Infrastructure You Have For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specific objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 12

Anomaly Detection Continuous Visibility Performance Tracking and Certification Auto - correct vulnerabilities MetaShield: Network-Based SaaS Cyber Protection for the Edge 13 AI-POWERED Asset intelligence and threat management that comes with the network Blocking intrusions at the network edge For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specific objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures.

Stanford University City of Frankfurt Energy Austria Japanese Army SMART TRANSPORTATION SMART GRID SMART CITY SMART CAMPUS GOV, MILITARY & POLICE Canadian rail Swiss rail Belgian Police East Midland BB Consortium UK Select Customers Who Trust Actelis' Solutions For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 14

Recent Select Wins 15

⚬Positioned at the intersection of Edge - AI & Cybersecurity ⚬Unique, defensible IP; well - branded reputation, strong domain expertise ⚬Experienced team, strong players in Federal market ⚬Broad partner & customer coverage, many success stories 16

Yoav Efron Deputy CEO, CFO ASNS@actelis.com Investor Relations ARX - Capital Markets Advisors actelis@arxadvisory.com Thank You! For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disclosures. 17

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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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

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Local phone number for entity.

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No definition available.

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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

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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

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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

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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.

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

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-Name Securities Act

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