| 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, 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. |
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b. |
The Company has incurred significant losses and negative cash flows from operations. Net loss was $2,575 and $4,355 for the nine months ended September 30, 2024, and September 30, 2023, respectively. During the nine months ended September 30, 2024, and September 30, 2023, the Company had negative cash flows from operations of $4,781 and $5,194, respectively. As of September 30, 2024, the Company’s accumulated deficit was $42,263. The Company has funded its operations to date through equity and debt financing and has cash on hand (including restricted cash equivalents) of $2,541 restricted bank deposits of $91 as of September 30, 2024. 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, including debt refinancing which shall release restricted cash, 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 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 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 condensed 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 launched a series of attacks on civilian and military targets in Southern
and Central Israel, to which the Israel Defense Forces have responded. In addition, both
Hezbollah and the Houthi movement have attacked military and civilian targets in Northern
Israel, to which Israel has responded, including through increased air and ground operations
in Lebanon. In addition, the Houthi movement has attacked international shipping lanes in
the red sea. Further, on April 2024, and on October 2024, Iran launched a series of drone
and missile strikes against Israel, to which Israel has responded. To date our operations
and financial results have not been materially affected. The Company continues to monitor
its ongoing activities and will make adjustments in its business if needed, including updating
any estimates or judgments impacting its financial statements as appropriate, while supporting
the safety and well-being of its employees. It is currently not possible to predict the effects
of such conflicts and its impact on the Company’s business, operations or financial
conditions. We continue to monitor political and military developments closely and examine
the consequences for our business, results of operations and financial condition. |
On
November 21, 2023 we applied for an Israeli government grant associated with the Swords of Iron war declared by the State of Israel following
the October 7, 2023 attack by Hamas.
The Company was found eligible and received
an amount of $163 which was recognized as other income during the second quarter in 2024. The grant is not repayable.
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d. |
On
August 25, 2023, the Company received a notification letter from the Nasdaq Staff indicating
that the company was 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 30, 2024.
On
August 27, 2024, the Company received formal written notice from the Nasdaq Staff confirming that the Company has evidenced compliance
with all applicable criteria for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550. In accordance
with Nasdaq Listing Rule 5815(d)(4)(B), the Company will remain subject to Panel monitor for equity compliance through August 27, 2025.
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