Actelis Networks Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 For the transition period from _________ to _________ Commission File No. 001-41375 ACTELIS NETWORKS, INC.(Exact name of registrant as specified in its charter) Delaware52-2160309(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerI.D. No.) Name of each exchange on whichregistered Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes☐No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of May11, 2026, 25,794,169 shares of the Company’s common stock, par value $0.0001 per share were issued and outstanding. ACTELIS NETWORKS, INC.INDEX TO QUARTERLY REPORT ON FORM 10-QFOR THE QUARTER ENDED MARCH 31, 2026 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1.Condensed Consolidated Financial Statements (Unaudited)F-1Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025F-3Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026 and2025 (Unaudited)F-5Condensed consolidated statements ofShareholders’ equity for the three months ended March 31, 2026 and2025 (Unaudited)F-6Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025(Unaudited)F-7Notes to Condensed Consolidated Financial StatementsF-9Item 2.Management’s Discussion & Analysis of Financial Condition and Results of Operations1Item 3.Quantitative and Qualitative Disclosure About Market Risk9Item 4.Controls and Procedures9 PART II - OTHER INFORMATION Item 1.Legal Proceedings10Item 1A.Risk Factors10Item 2.Unregistered Sales of Equity Securities and Use of Proceeds12Item 3.Defaults Upon Senior Securities13Item 4.Mine Safety Disclosures13Item 5Other information13Item 6.Exhibits13 SIGNATURES14 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. ACTELIS NETWORKS, INC.QUARTERLY REPORT FOR THE PERIOD ENDED March 31, 2026(Unaudited) ACTELIS NETWORKS, INC.QUARTERLY REPORT FOR THE PERIOD ENDED March 31, 2026(Unaudited) TABLE OF CONTENTS Condensed consolidated balance sheetsF-3 - F-4Condensed consolidated statements of comprehensive lossF-5Condensed consolidated statements of changes in Shareholders’ equityF-6Condensed consolidated statements of cash flowsF-7 - F-8Notes to condensed consolidated financial statementsF-9 - F-23 Assets Cash and cash equivalents7,5464,057Restricted cash and bank deposits77381Trade receivables, net of allowance for credit losses of $166 as of March 31, 2026, and $ 168 as ofDecember 31, 20259301,058Inventories2,2922,461Prepaid expenses and other current assets605634TOTAL CURRENT ASSETS11,4508,591 March 31,2026December31,2025 Credit line52479Short-term loan-350Trade payables487817Deferred revenues186223Employee and employee-related obligations661624Accrued royalties650612Current maturities of operating lease liabilities27914Other current liabilities298373TOTAL CURRENT LIABILITIES2,6133,492 Long-term loan150150Deferred revenues1620Operating lease liabilities20623Liability for employee rights upon retirement266292Liability for commitment fee under ELOC agreement625-Pre-funded Warrants Liability626750Other long-term liabilities156TOTAL NON-CURRENT LIABILITIES1,9041,241TOTAL LIABILITIES4,5174,733 ACTELIS NETWORKS, INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(UNAUDITED)(U. S. dollars in thousands, except for share and per share amounts) The accompanying notes are an integral part of these condensed consolidated financial statements (Un