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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): July 10, 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   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 3.01 Notice of Delisting or Failure To Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 10, 2026, The Nasdaq Stock Market LLC (“Nasdaq”) issued a press release stating that the common stock of Actelis Networks, Inc. (the “Company”), which was suspended from trading on Nasdaq on April 10, 2026, would be officially delisted and that Nasdaq would file a Form 25-NSE with the U.S. Securities and Exchange Commission. The official delisting will become effective ten days after the date on which the Form 25-NSE is filed. The Company’s common stock currently trades on the OTCQB Venture Market under the trading symbol “ASNS”.

 

 

 

 

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: July 13, 2026 By: /s/ Yoav Efron
  Name:  Yoav Efron
  Title: Deputy Chief Executive Officer and Chief Financial Officer