Actelis Networks Inc美股招股说明书(2025-07-16版)

1,626,019 shares of Common Stock that are issuable upon exercise of an unregistered long-termwarrant (the “Series A-3 Warrant”), “Series A-4 Warrant,” and together with the Series A-3 Warrant, the “Common Warrants”), and (d) up to 113,821 shares of Common Series A-3 Warrant, and the Series A-4 Warrant, the “Warrants”) issued to designees of H.C.Wainwright& Co., LLC, our placementagent (the “Placement Agent”) pursuant to an engagement letter in connection with the Purchase Agreement and the offeringcontemplated thereunder. The shares of Common Stock and the Common Warrants were issued and sold to certain accredited investorsin a private placement that closed on July 2, 2025, as further described below under “Prospectus Summary — Recent Developments— July 2025 Private Placement.”We are not selling any common stock under this prospectus and will not receive any of the proceeds from the sale or otherdisposition of shares by any of the selling stockholders, however, we will receive proceeds from the exercise of any Warrants for cash. selling stockholder may sell or dispose of the shares of Common Stock.Our common stock is traded on the Nasdaq Capital Market under the symbol “ASNS.” On July 15, 2025, the closing price of Investing in our securities involves a high degree of risk. You should read this prospectus supplement and theaccompanying prospectus as well as the information incorporated herein and therein by reference carefully before you makeyour investment decision. See “Risk Factors” beginning on page 5 of this prospectus. The date of this prospectus is July 16, 2025. Networks Israel, Ltd, an Israeli company. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”).The selling stockholders named in this prospectus may from time to time sell the securities described in the prospectus. You shouldread this prospectus together with the more detailed information regarding our company, our Common stock, and our financialstatements and notes to those statements that appear elsewhere in this prospectus and any applicable prospectus supplement togetherwith the additional information that we incorporate in this prospectus by reference, which we describe under the heading “Where YouCan Find More Information.” relating to the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized.Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the securities if the person making theoffer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation. ii meaning of the Private Securities Litigation Reform Actof1995, Section27A of the Securities Actof1933, as amended (the “intend,” “continue,” “plan,” “predict,” “seek,” “should,” “would,” “could,” “potential,” “ongoing,” and similar expressions to identifyforward-looking statements, whether in the negative or the affirmative. These statements reflect our current beliefs and are based oninformation currently available to us. Accordingly, such forward-looking statements involve known and unknown risks, uncertaintiesand other factors which could cause our actual results, performance or achievements to differ materially from those expressed in, orimplied by, such statements. Forward-looking statements contained herein include, but are not limited to, statements about: ●our ability to protect our intellectual property and continue to innovate;●our success in retaining or recruiting, or changes required in, our officers, key employees or directors; ●our ability to grow the business due to the uncertainty resulting from the COVID-19 pandemic or any future pandemic; ●our ability to comply with complex and increasing regulations by governmental authorities;●our ability to regain and maintain compliance with continued listing requirements of the Nasdaq Capital Market;●our ability to continue as a going concern; ●our public securities’ potential liquidity and trading; and●our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act. performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond ourcontrol. As a result, any or all of our forward-looking statements herein may turn out to be inaccurate. Important factors that may causeactual results to differ materially from current expectations include, among other things, those listed under “Risk Factors,” “Use ofDiscussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere herein or by incorporation byreference. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. You shouldread thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may bemateria