Actelis Networks Inc美股招股说明书(2026-07-08版)

Actelis Networks, Inc. Up to 15,850,000 Shares of Common Stock This prospectus relates to the offer and sale from time to time of up to 15,850,000 shares of common stock of ActelisNetworks, Inc. (“we,” “us,” “our,” the “Company,” or “Actelis”), par value $0.0001 per share (the “Common Stock”), by White LionCapital, LLC (“White Lion” or the “Selling Stockholder” or the “selling stockholder”). The securities included in this prospectus consist of shares of Common Stock that we may, in our discretion, elect to issue andsell to the Selling Stockholder,pursuant to (i) that certain Common Stock Purchase Agreement, dated as of September 27, 2025 (the“ELOC Purchase Agreement”) and effective as of October 1, 2025, by and between us and White Lion, which established an equityline of credit, as amended by that certain Exchange and Amendment Agreement, dated as of July 1, 2026, by and between us andWhite Lion (the “ELOC Purchase Agreement Amendment”) which, among other things, amended the ELOC Purchase Agreement.Such shares of our Common Stock include up to (i) 6,000,000 shares of Common Stock that we may elect, in our sole discretion, toissue and sell to White Lion, from time to time from and after the commencement date under the ELOC Purchase Agreement, and,subject to applicable stock exchange rules (the “Revised ELOC Shares”), (ii) 3,000,000 shares of Common Stock issuable to WhiteLion as amended commitment shares (“Amendment Commitment Shares”), (iii) 3,850,000 shares of Common Stock issuable to WhiteLion upon exercise of commitment share pre-funded warrants (“Amendment Commitment Pre-Funded Warrants”), and (iv) 3,000,000shares of Common Stock issuable to White Lion upon exercise of commitment share common warrants (“Amendment CommitmentCommon Warrants”, and, with the Amendment Commitment Shares and the Amended Commitment Pre-Funded Warrants, the“Amended Commitment Securities”). The actual number of shares of our Common Stock issuable will vary depending on the then-current market price of shares ofour Common Stock sold to the selling stockholder under the ELOC Purchase Agreement, but will not exceed the number set forth inthe preceding sentences unless we file an additional registration statement under the Securities Act of 1933, as amended (the“Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”). See “White Lion Transaction” for a description ofthe ELOC Purchase Agreement and the Amendment and “Selling Stockholder” for additional information regarding White Lion. We are registering the shares on behalf of the selling stockholder, to be offered and sold by it from time to time. We are notselling any securities under this prospectus, and will not receive any proceeds from the sale of Common Stock by the sellingstockholder pursuant to this prospectus. We may receive up to $30.0 million in aggregate gross proceeds from White Lion under theELOC Purchase Agreement in connection with sales of the shares of our Common Stock pursuant to the ELOC Purchase Agreement atvarying purchase prices after the date of this prospectus. However, the actual proceeds from White Lion may be less than this amountdepending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. Thepurchase price per share that White Lion will pay for shares of Common Stock purchased from us under the ELOC PurchaseAgreement will fluctuate based on the market price of our shares at the time we elect to sell shares to White Lion and, further, to theextent that the Company sells shares of Common Stock under the ELOC Purchase Agreement, substantial amounts of shares could beissued and resold, which would cause dilution and may impact the Company’s stock price. Sales of a substantial number of our shares of Common Stock in the public market by the selling stockholder and/or by ourother existing securityholders, or the perception that those sales might occur, could increase the volatility of and cause a significantdecline in the market price of our securities and could impair our ability to raise capital through the sale of additional equity securities. All the securities offered in this prospectus by the selling stockholder may be resold for so long as the registration statement,of which this prospectus forms a part, is available for use. The sale of all or a portion of the securities being offered in this prospectuscould result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, aselling securityholder may still experience a positive rate of return on the securities they purchased due to the price at which suchselling securityholder initially purchased the securities. We are registering the securities for resale pursuant to the selling stockholder’s registration rights under certain agreementsbetween us, on the one hand, and the selling stockholder, on the other hand, subject to certain exceptions. O