ACTELIS NETWORKS INC

S-11 fs12024_actelisnetwork.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 8, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ACTELIS NETWORKS, INC.

(Exact name of registrant as specified in its charter)

4039 Clipper Court, Fremont, California 94538 (510) 545-1045

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Tuvia Barlev

Chief Executive Officer

4039 Clipper Court

Fremont, California 94538

(510) 545-1045

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

with a copy to:

Oded Kadosh, Esq.

Benjamin Waltuch, Esq.

Max Lindenfeld, Esq.

Pearl Cohen Latzer Zedek Baratz LLP

Times Square Tower, 7 Times Square,

New York, New York 10036

Phone: (646) 878-0800

Fax: (646) 878-0801

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a registration statement pursuant to General Instruction I.D. or apost-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.☐

If this Form is apost-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” 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 for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. A selling stockholders may not sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 8, 2024

PROSPECTUS

2,631,357 Shares of Common Stock

This prospectus relates to the offer and sale from time to time of a total of 2,631,357 shares of Actelis Network, Inc.’s (the “Company”) common stock, par value $0.0001 (“Common Stock”) by the selling stockholders identified in this prospectus, consisting of (i) 301,000 shares of common stock of the Company, $0.0001 par value (the “Common Stock Shares”), (ii) 970,187 shares of Common Stock (the “Pre-Funded Warrant Shares”) underlying certainpre-funded warrants, exercisable at a price of $1.1799 (the “Pre-Funded Warrants”); (iii) 1,271,187 shares of Common Stock (“Common Warrant Shares”) underlying certain warrants, exercisable at a price of $1.18 (the “Common Warrants”); and (iv) 88,983 shares of Common Stock (the “Placement Agent Warrants Shares” and collectively with the Common Stock Shares, Pre-Funded Warrant Shares and Common Warrant Shares, the “Shares”) underlying certain warrants that we issued to certain designees of H.C. Wainwright & Co., LLC, with an exercise price of $1.475 (the “Placement Agent Warrants”, and together with the Pre-Funded Warrants and the Common Warrants, the “Warrants”, and together with the Shares, the “Securities”).

We are not selling any Common Stock under this prospectus and will not receive any of the proceeds from the sale or other disposition 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, orsuccessors-in-interest may offer and sell or otherwise dispose of the shares of Common Stock described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholder will bear all commissions and discounts, if any, attributable to the sales of shares. We will bear all other costs, expenses, and fees in connection with the registration of the shares. See “Plan of Distribution” beginning on page 7 for more information about how a 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 January 5, 2024, the closing price of our Common Stock on the Nasdaq Capital Market was $1.23 per share.

Investing in our securities involves risk. See“Risk Factors” beginning on page 3 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.