| GENERAL |
NOTE 1 – GENERAL:
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a. |
Actelis Networks, Inc. (hereafter -the Company) was established in 1998, under the
laws of the state of Delaware. The Company has a wholly-owned subsidiary in Israel, Actelis Networks Israel Ltd. (hereafter – the
Subsidiary). The Company is engaged in the design, development, manufacturing, and marketing of cyber hardened, hybrid fiber, copper networking
solutions for IoT and Telecommunication companies. The Company’s customers include providers of telecommunication services and enterprises
as well as resellers of the Company’s products. On May 12, 2022, the Company accepted a notification of effectiveness from the SEC, and
on May 17, 2022 completed its IPO. See note 2 below for further details. |
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b. |
In December 2019, a novel coronavirus disease, or COVID-19, was first reported and on March 11,
2020, the World Health Organization characterized COVID-19 as a pandemic. The widespread health crisis is adversely affecting the broader
economies, financial markets and overall demand environment for many of the Company’s products. |
The Company’s operations and
the operations of the Company’s suppliers, channel partners and customers were disrupted to varying degrees by a range of external
factors related to the COVID-19 pandemic, some of which are not within the Company’s control. Many governments imposed, and may
yet impose, a wide range of restrictions on the physical movement of people in order to limit the spread of COVID-19. The COVID-19 pandemic
has had, and likely will continue to have, an impact on the attendance and productivity of the Company’s employees, and those of
our suppliers, channel partners or customers, resulting in negative impacts to the Company’s results of operations and overall financial
performance. We suffered delays in realization of certain new orders from customers, delay in testing of some new technologies in customer
premises and difficulty conducting business development activities in an effective way (face-to-face). In addition, we had to increase
credit lines by $2.0 million in 2021 to support the loss of revenue and profit. Additionally, COVID-19 has resulted, and likely will continue
to result, in delays in non-residential construction, non-crisis-related IT purchases, electronic components including chip manufacturing
and project completion schedules in general, all of which can negatively impact results in both current and future periods.
The duration and extent of the impact
from the COVID-19 pandemic or any future epidemic or pandemic depends on future developments that cannot be accurately predicted at this
time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions, the effects of measures
enacted by policy makers and central banks around the globe, and the impact of these and other factors on the Company’s employees,
customers, channel partners and suppliers. If we are not able to respond to and manage the impact of such events effectively, our business
will be affected.
| | c. | The Company has incurred significant losses and negative cash flows
from operations and incurred losses of $1,895 and $10,982 for the three months ended March 31, 2023 and the year ended December 31, 2022,
respectively. During the three months ended March 31, 2023 and the year ended December 31, 2022, the Company had negative cash flows from
operations of $1,705 and $7,768, respectively. As of March 31, 2023, the Company’s accumulated deficit was $35,297. The Company
has funded its operations to date through equity financing and has cash on hand (including short term deposits and restricted cash) of
$2,398 and long-term deposits, restricted bank deposits and restricted cash of $4,079 as of March 31, 2023. The Company monitors its cash
flow projections on a current basis and takes active measures to obtain the funding it requires to continue its operations. However, these
cash flow projections are subject to various uncertainties concerning their fulfilment such as the ability to increase revenues by attracting
and expanding its customer base or reducing cost structure. If the Company is not successful in generating sufficient cash flow or completing
additional financing, then it will need to execute a cost reduction plan that has been prepared. The Company’s transition to profitable
operations is dependent on generating a level of revenue adequate to support its cost structure. The Company expects to fund operations
using cash on hand, through operational cash flows and raising additional proceeds. There are no assurances, however, that the Company
will be able to generate the revenue necessary to support its cost structure or that it will be successful in obtaining the level of financing
necessary for its operations. Management has evaluated the significance of these conditions and the time in which it has to accomplish
them and has determined that the Company has sufficient resources to meet its operating obligations for at least one year from the issuance
date of these consolidated financial statements. |
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