ACTELIS NETWORKS INC
For the period ended Mar 31, 2025. Filed May 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 13, 2025
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U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-Q
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,2025
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No.001-41375
(Exact name of registrant as specified in its charter)
| Delaware | 52-2160309 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) |
4039 Clipper Court, Fremont, CA 94538
(Address of principal executive offices)
(510) 545-1045
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | ASNS | The Nasdaq Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 reporting company, or an emerging growth 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.
| 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 for complying 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 May 12, 2025,9,028,847 shares of the Company’s common stock, par value $0.0001 per share were issued and outstanding.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2025
TABLE OF CONTENTS
| PAGE | ||
|---|---|---|
| PART I - FINANCIAL INFORMATION | F-1 | |
| Item 1. | Condensed Consolidated Interim Financial Statements (Unaudited) | F-1 |
| Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024 | F-3 | |
| Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2025 and 2024 | F-5 | |
| Unaudited Condensed consolidated statements of redeemable convertible preferred stock, warrants to placement agent and Shareholders’ equity | F-6 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 | F-7 | |
| Notes to Condensed Consolidated Interim Financial Statements | F-9 | |
| Item 2. | Management’s Discussion & Analysis of Financial Condition and Results of Operations | 1 |
| Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 6 |
| Item 4. | Controls and Procedures | 6 |
| PART II - OTHER INFORMATION | 8 | |
| Item 1. | Legal Proceedings | 8 |
| Item 1A. | Risk Factors | 8 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
| Item 3. | Defaults Upon Senior Securities | 10 |
| Item 4. | Mine Safety Disclosures | 10 |
| Item 5 | Other information | 11 |
| Item 6. | Exhibits | 11 |
| SIGNATURES | 12 | |
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