Actelis Networks Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41375 Actelis Networks, Inc.(Exact Name of Registrant as Specified in Its Charter) Delaware52-2160309(State or Other Jurisdiction ofIncorporation or Organization)(IRS EmployerIdentification No.)710 Lakeway Drive, Suite 200Sunnyvale, CA94805(Address of Principal Executive Offices)(Zip Code) (510) 545-1045(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smallerreporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, thelast business day of the registrant’s most recently completed second fiscal quarter, was approximately $5.7 million based on theclosing sale price on that date of $6.15. Shares of common stock held by each executive officer and director and by each other personwho may be deemed to be an affiliate of the Registrant have been excluded from this computation. The determination of affiliate statusfor this purpose is not necessarily a conclusive determination for other purposes. As of March 15, 2026, there were 26,725,763 shares of the registrant’s common stock, par value $0.0001 per share, outstanding,including treasury shares. ACTELIS NETWORKS, INC. FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PART IITEM 1.BUSINESS1ITEM 1A.RISK FACTORS24ITEM 1B.UNRESOLVED STAFF COMMENTS51ITEM 1C.CYBERSECURITY51ITEM 2.PROPERTIES51ITEM 3.LEGAL PROCEEDINGS51ITEM 4.MINE SAFETY DISCLOSURES51 PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES52ITEM 6.[RESERVED]52ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS53ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK63ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAF-1ITEM 9.CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE64ITEM 9A.CONTROLS AND PROCEDURES64ITEM 9B.OTHER INFORMATION64ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS64 PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE65IT