Actelis Networks Inc美股招股说明书(2025-12-12版)

Actelis Networks, Inc. 680,422 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus, or the sellingstockholders, of up to 680,422 shares of our common stock, par value $0.0001 per share, issuable upon the exercise of warrants, asfurther described below under “Prospectus Summary — Recent Developments — September 2025 Warrant Inducement.” 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. The selling stockholders or its transferees, pledgees, assignees, or successors-in-interest may offer and sell or otherwisedispose of the shares of common stock described in this prospectus from time to time through public or private transactions atprevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholder willbear all commissions and discounts, if any, attributable to the sales of shares. We will bear all other costs, expenses, and fees inconnection with the registration of the shares. See “Plan of Distribution” beginning on page 17 for more information about how aselling 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 December 11, 2025, the closingprice of our common stock on the Nasdaq Capital Market was $2.66 per share. This prospectus gives effect to a 10-for-1 reverse share split of our issued and outstanding shares of common stock (the“Reverse Split”), which was effected on November 18, 2025. Except where otherwise indicated, all share and per share data in thisprospectus have been retroactively restated to reflect the Reverse Split. 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 8 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is December 12, 2025. TABLE OF CONTENTS PageAbout this ProspectusiiCautionary Note Regarding Forward-Looking StatementsiiiProspectus Summary1Risk Factors8Use of Proceeds9Selling Stockholders10Description of Offered Securities12Plan of Distribution17Legal Matters18Experts18Where You Can Find More Information18Incorporation by Reference19 ABOUT THIS PROSPECTUS 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.” You should rely only on the information contained in, or incorporated by reference in, this prospectus and in anyaccompanying prospectus supplement. We have not authorized anyone to provide you with different information from that containedin, or incorporated by reference in, this prospectus. You should not assume that the information in this prospectus or any prospectussupplement is accurate as of any date other than the date on the front of those documents or that any document incorporated byreference is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitationrelating 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. In this prospectus, we frequently use the terms “we,” “our,” “us,” “our company,” and the “Company” to refer to ActelisNetworks, Inc. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference herein contain certain “forward-looking statements” within themeaning of the Private Securities Litigation Reform Actof1995, Section27A of the Securities Actof1933, as amended (the“Securitie