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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, networking solutions for IoT and Telecommunication governmental agencies
and companies. The Company’s customers include governmental agencies, providers of telecommunication services, 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. The Company’s Common Stock is listed on the NASDAQ. |
| | b. | The Company has incurred significant losses and negative cash flows from operations. Net loss was $3,761 and $2,064 for the six months ended June 30, 2025, and June 30, 2024, respectively. During the six months ended June 30, 2025, and June 30, 2024, the Company had negative cash flows from operations of $3,218 and $2,343, respectively. As of June 30, 2025, the Company’s accumulated deficit was $48 million. The Company has funded its operations to date through equity and debt financing and has cash on hand (including restricted cash equivalents) of $0.7 million, short term restricted bank deposits of $71 thousand, long-term restricted bank deposits of $30 thousand and long term deposit of $93 thousand as of June 30, 2025. 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 continue to increase revenues and gross margin and reduce its operating cost and expenses. If the Company is not successful in generating sufficient cash flow or completing additional financing, including debt financing, then it will need to execute a new cost reduction plan in addition to previous cost reduction plans that were executed so far. The Company’s transition to profitable operations is dependent on generating a level of revenues adequate to support its cost and expense structure. The Company expects to fund operations using cash on hand, through operational cash flows and raising additional equity and debt funds as well as improving its gross margin through better revenue mix and generating other efficiencies. There are no assurances, however, that the Company will be able to generate the revenue necessary to support its cost and expense 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 has determined that the Company does not have sufficient resources to meet its operating obligations for at least one year from the issuance date of these consolidated financial statements. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. |
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| | c. | On October 7, 2023, Hamas terrorists initiated a series of terror attacks targeting both civilian and military sites in Southern and Central Israel, prompting a response from the Israel Defense Forces. Additionally, Hezbollah and the Houthi movement launched attacks on military and civilian locations in Israel, leading to further Israeli responses, including intensified air and ground operations in Lebanon. The Houthi movement also targeted international shipping lanes in the Red Sea. On April 14, 2024, and again on October 1, 2024, Iran carried out drone and missile strikes against Israel, to which Israel responded. |
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Most recently, on June 13, 2025, Israel
launched a preemptive attack on Iran, to which Iran responded with ballistic missiles and drone attacks. On June 23, 2025, Israel and
Iran agreed to a ceasefire, although there is no assurance that cease fire will continue. However, the duration and intensity of the
ongoing conflicts in Gaza, Northern Israel, Lebanon, Iran and the broader region remain uncertain. As of the signing date, our operations
and financial results have not been significantly impacted, though, as of August 14, 2025,
two of our employees have been called to reserve duty in the Israel Defense Forces from time to time, which has not been materially affecting
our operation.
We do not anticipate any short-term material impact
on our business performance due to the ongoing conflicts in the Gaza Strip, Lebanon, Iran and the security situation in Israel. However,
as this is an unpredictable event, its continuation or resolution could influence our expectations. We are closely monitoring political
and military developments and assessing their potential impact on our operations, financial performance, and overall business condition.
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| | d. | On August 25, 2023, the Company received a notification letter from the Nasdaq Staff indicating that we are not in compliance with Nasdaq Listing Rule 5550(b)(1) due to the company’s failure to meet the Minimum Shareholders’ Equity Requirement or any alternatives to such requirement. In order to maintain listing on the Nasdaq Capital Market, the company has submitted a plan of compliance addressing how we intended to regain compliance. The company had until February 21, 2024 to evidence compliance with the Minimum Shareholders’ Equity Requirement. On March 27, 2024, the Company received a delist determination letter (the “Delist Letter”) from the Staff advising the Company that the Staff had determined to delist the Company’s securities from Nasdaq due to its non-compliance with the Equity Rule unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company timely requested a hearing before the Panel. Following the hearing, on June 10, 2024, the Panel granted the Company’s request for continued listing subject to the Company evidencing compliance with the Minimum Shareholders’ Equity Requirement by August 27, 2025. In addition, on May 12, 2025, Nasdaq notified us (the “Notification Letter”) that we were not in compliance with the minimum bid set forth in Nasdaq Listing Rule 5550(a)(2), which requires our common stock to maintain a minimum bid price of $1.00 per share. The Notification Letter has no immediate effect on the listing or trading of our common stock on Nasdaq and, at this time, the common stock will continue to trade on Nasdaq under the symbol “ASNS”. The Notification Letter provides that we
have 180 calendar days, or until November 10, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, our
common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If we do not regain
compliance by November 10, 2025, an additional 180 days may be granted to regain compliance, so long as we meet certain listing criteria.
If we do not qualify for the second compliance period or fail to regain compliance during the second 180-day period, then Nasdaq will
notify us of its determination to delist our common stock, at which point we will have the opportunity to appeal the delisting determination
to a Hearings Panel.
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