ACTELIS NETWORKS INC

July 2025 Private Placement

On June 30, 2025, we entered into the Purchase Agreement with certain Investors, pursuant to which we agreed to issue and sell to the Investors in the July 2025 Private Placement (a) 1,626,019 shares of Common Stock, (b) Series A-3 warrants to purchase up to 1,626,019 shares of Common Stock, and (c) Series A-4 Warrants to purchase up to 3,252,038 shares of Common Stock, for a purchase price of $0.615 per share and related Common Warrants, for a total aggregate gross proceeds of approximately $1 million. The July 2025 Private Placement closed on July 2, 2025.

The shares of Common Stock and July 2025 Warrants (and the shares of Common Stock issuable upon exercise thereof), will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as were not involving a public offering and in reliance on similar exemptions under applicable state laws.

As part of the July 2025 Private Placement, we entered into a Registration Rights Agreement, dated June 30, 2025 (the “Registration Rights Agreement”), with the Investors, pursuant to which the Company agreed to file a registration statement (the “Registration Statement”) to register for resale the shares of Common Stock sold in the Offering and the shares of Common Stock issuable upon exercise of the July 2025 Warrants. The Company agreed to file the Registration Statement within 15 calendar days after the date of the Registration Rights Agreement. The Registration Statement was filed on July 9, 2025 and was declared effective by the SEC on July 15, 2025.