Exhibit 99.1

Actelis Networks Reports Third Quarter and First Nine Months of Fiscal 2022

FREMONT, Calif., November 11, 2022 — Actelis Networks, Inc. (NASDAQ: ASNS) (“Actelis” or the “Company”), a market leader in cyber-hardened, rapid-deployment networking solutions for wide-area IoT networks, today reported financial results for the fiscal third quarter and first nine months ended September 30, 2022.

Financial Highlights:

Operational Updates:

Management Commentary:

“Actelis is moving fast to increase its market presence and impact in many markets and verticals. Since the beginning of 2022, we nearly doubled our Americas Sales and Marketing Team, launched aggressive digital and tangible marketing plans, and added multiple channel partners and resellers. New, powerful products have been launched, with faster speeds and better cyber protection capabilities, and much progress has been made on closing the gap in component shortages and backlog delivery catch up and cleared nearly 60% of the backlog from the beginning of the year,” said Tuvia Barlev, chairman and CEO of Actelis.

Barlev added: “Through our engagement with existing and new partners and customers, I’m pleased with the strong interest we’re gaining. We are excited by the prospects for our Company resulting from U.S. Federal, State and Local agencies, as well as airports, transportation and utility companies, increasing their demand for IoT digitization – they are seeking solutions that are rapid to deploy and highly cost-effective. As our offering enables highly efficient use of existing infrastructure, it meets their needs to move rapidly, grow and conserve budget at the same time. Despite the challenging economic climate, worldwide investments in our target verticals continue to grow. We very excited to help our customers extend and do more with their budgets, move faster towards a digital world.”

Fiscal Third Quarter and First Nine Months of 2022 Financial Results:

Revenues for the three months ended September 30, 2022, amounted to $1.35 million, compared to $1.4 million for the three months ended September 30, 2021. The third quarter of the year is typically a slower quarter due to seasonal effects. In the third quarter of 2022, we made significant progress with many component-related challenges and place orders to secure Q4 2022 and beyond deliveries; however, some of this catch-up on component shortages was not yet converted to revenue in the quarter.

Revenues for the nine months ended September 30, 2022, amounted to $6.3 million, compared to $6.0 million for the nine months ended September 30, 2021. The increase from the corresponding period was primarily attributable to an increase of $650,000 of revenues generated from Europe, the Middle East and Africa, mostly attributed to the IoT markets, offset by a decrease of $348,000 in revenues generated from North America and Asia Pacific, mostly attributed to the Telecom market.

Cost of revenues for the three months ended September 30, 2022, amounted to $0.8 million compared to $0.9 million for the three months ended September 30, 2021.

Cost of revenues for the nine months ended September 30, 2022, amounted to $3.3 million compared to $3.0 million for the nine months ended September 30, 2021. The increase from the corresponding period was mainly due to the increase in revenues, as well as a change in the product mix and an increase in purchase price variance associated with the cost of components, manufacturing and logistics driven by supply shortages and shipment costs.

Gross profit amounted to $0.5 million, compared to $0.5 million for the three months ended September 30, 2021.

Gross profit for the nine months ended September 30, 2022, was $3.0 million, or 48% of revenue, compared to $3.0 million, or 50% of revenue for the nine months ended September 30, 2021.

Research and development expenses for the three months ended September 30, 2022, amounted to $0.7 million compared to $0.6 million for the three months ended September 30, 2021. The increase was mainly due to the acceleration of investments, primarily an increase in payroll expense in the amount of $131,000, in research and development.

Research and development expenses for the nine months ended September 30, 2022, amounted to $2.0 million compared to $1.8 million for the nine months ended September 30, 2021. The increase was mainly due to the acceleration of investments, primarily an increase in payroll expenses in the amount of $230,000.

Sales and marketing expenses for the three months ended September 30, 2022, amounted to $0.8 million compared to $0.6 million for the three months ended September 30, 2021. The increase from the corresponding period was mainly associated with increased investments in sales and marketing, specifically in payroll expenses in the amount of $97,000, mainly due to hiring of sales and marketing employees and increase in travel expenses in the amount of $66,000, offset by a decrease in professional services in the amount of $42,000.

Sales and marketing expenses for the nine months ended September 30, 2022, amounted to $2.4 million compared to $1.6 million for the nine months ended September 30, 2021. The increase in comparison with the corresponding period was mainly associated with increased sales compensation due to higher revenue of $192,000, increased investments in sales and marketing, specifically in payroll expenses in the amount of $382,000, mainly due to hiring of sales and marketing employees, increase in other professional services in the amount of $41,000 and increase in travel expenses in the amount of $138,000.

General and administrative expenses for the three months ended September 30, 2022, amounted to $1.0 million compared to $0.3 million for the three months ended September 30, 2021. The increase was mainly due to payroll and professional services expenses attributed to operating as a public company following our IPO completed in May 2022.

General and administrative expenses for the nine months ended September 30, 2022, amounted to $2.7 million compared to $0.9 million for the nine months ended September 30, 2021. The increase was mainly due to payroll and professional services expenses attributed to the work on the IPO in the amount of $1.0 million, completed in May 2022, as well as to operating as a public company.

Operating loss for the three months ended September 30, 2022, was $2.0 million, compared to an operating income of $0.9 million for the three months ended September 30, 2021. The increase was mainly due higher expenses associated primarily with investment in sales and marketing and expenses attributed to operating as a public company.

Operating loss for the nine months ended September 30, 2022, was $4.1 million, compared to an operating loss of $1.3 million for the nine months ended September 30, 2021. The increase was mainly due to higher expenses associated primarily with investment in sales and marketing and expenses attributed to the IPO completed in May 2022 and for expenses associated with Operating as a public company post IPO. Additional loss was incurred due to delays in supplies, due to shortages.

Financial expense, net for the three months ended September 30, 2022, was $0.2 million compared to $0.3 million for the three months ended September 30, 2021. The decrease is attributed mostly to exchange rate differences.

Financial expense, net for the nine months ended September 30, 2022, was $4.4 million compared to $0.6 million for the nine months ended September 30, 2021. During the nine months ended September 30, 2022, we incurred financial expenses mainly due to increases in fair value of various financial instruments, such as convertible loan, note and warrants in the amount of $4.5 million up until the IPO when such instruments converted to equity, and had income in the amount of $0.7 million, from exchange rates differences. Since all convertible loans and nearly all warrants we had outstanding converted to equity in connection with the IPO, we do not expect additional material financial expenses going forward for these loans and warrants compared to those we incurred in 2020, 2021 and the first two quarters of 2022.

Net loss for the three months ended September 30, 2022, was $2.2 million, compared to net loss of $1.2 million for the three months ended September 30, 2021. The increase was primarily due to the increase in operating expenses mainly due to investment in sales and marketing, as well as expenses attributed to operating as a public company.

Net loss for the nine months ended September 30, 2022, was $8.5 million, compared to net loss of $1.9 million for the nine months ended September 30, 2021. The increase was primarily due to the increase in financial expenses, resulting from the increases in fair value of various financial instruments, as well as an increase in operating expenses mainly due to investment in sales and marketing, as well as expenses attributed to our IPO in May 2022 and operating as a public company.

Adjusted EBITDA loss, a non-GAAP measurement of operating performance (reconciled below to Net Loss), for the three months ended September 30, 2022, was $1.7 million, compared to $0.8 million in the comparable year-ago period. This was primarily a result of the increase in our Sales and Marketing investment as well as reduction of gross margin due to component, manufacturing and logistics costs.

Non-GAAP adjusted EBITDA loss was $2.6 million for the nine months ended September 30, 2022, compared to $0.7 million EBITDA in the comparable year-ago period. This was primarily attributed to the increase in our Sales and Marketing investment as well as reduction of gross margin due to component, manufacturing and logistics costs.

The Company reported a balance sheet with $16.3 million of total assets compared to $4.7 million as of December 31, 2021, $10.8 million of total liabilities compared to $18.7 million as of December 31, 2021, and $5.5 million of shareholders’ equity compared to a capital deficiency of ($19.6) million as of December 31, 2021.

Conference Call

Actelis management will hold a conference call today, November 11, 2022, at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results.

Company CEO Tuvia Barlev and CFO Yoav Efron will host the call.

U.S. & Canada dial-in (toll-free): (800) 715-9871

International dial-in (toll): +1(646) 307-1963

Conference ID: 6957723

Please call the conference telephone number 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860.

The conference call will also be broadcast live and available for replay here and via the Investor Relations section of Actelis Network’s website.

A telephonic replay of the conference call will be available after 8:30 p.m. Eastern time on the same day through November 18, 2022.

US Toll-free replay number: (800) 770-2030

International replay number (toll): +1(609) 800-9909

Conference ID: 6957723

About Actelis Networks, Inc.

Actelis Networks is a market leader in cyber-hardened, rapid-deployment networking solutions for wide-area IoT applications including federal, state and local government, ITS, military, utility, rail, telecom and campus applications. Actelis’ unique portfolio of hybrid fiber-copper, environmentally hardened aggregation switches, high density Ethernet devices, advanced management software and cyber-protection capabilities, unlocks the hidden value of essential networks, delivering safer connectivity for rapid, cost-effective deployment. For more information, please visit www.actelis.com.

Use of Non-GAAP Financial Information

Non-GAAP Adjusted EBITDA, and backlog of open orders are Non-GAAP financial measures. In addition to reporting financial results in accordance with GAAP, we provide Non-GAAP operating results adjusted for certain items, including: financial expenses, which are interest, financial instrument fair value adjustments, exchange rate differences of assets and liabilities, stock based compensation expenses, depreciation and amortization expense, tax expense, and impact of development expenses ahead of product launch. We adjust for the items listed above and show Non-GAAP financial measures in all periods presented, unless the impact is clearly immaterial to our financial statements. When we calculate the tax effect of the adjustments, we include all current and deferred income tax expense commensurate with the adjusted measure of pre-tax profitability.

Cautionary Statement Concerning Forward-Looking Statements

This press release 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. However, 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. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the SEC, including, but not limited to, the risks detailed in the Company’s final prospectus (Registration No. 333-264321), filed with the SEC on May 16, 2022. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Actelis is not responsible for the contents of third-party websites.

Investor Relations Contact:

Matt Glover and Ralf Esper

Gateway Investor Relations

+1 949-574-3860

ASNS@gatewayir.com

-Financial Tables to Follow-

ACTELIS NETWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

ACTELIS NETWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

UNAUDITED

The accompanying notes are an integral part of these condensed consolidated financial statements (Unaudited).

ACTELIS NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated financial statements (Unaudited).

Non-GAAP Financial Measures

ACTELIS NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)