ACTELIS NETWORKS INC
For the period ended Dec 31, 2025. Filed Mar 18, 2026.
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FY2025 · Filed Mar 18, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report.
| (1) | Financial statements. |
For a list of the consolidated financial statements included herein, see “Index to Consolidated Financial Statements” under Part I, Item 8 of this Annual Report on Form 10-K.
| (2) | Schedules. |
No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the consolidated financial statements or the notes thereto.
| (3) | Exhibits. |
(a) Exhibits.
| Exhibit No. | Description |
| 3.1 | Form of the Twenty-Fourth Amended and Restated Certificate of Incorporation of the Registrant, dated May 2, 2022 (as filed as Exhibit 3.5 to the Company’s Form S-1/A, filed on May 10, 2022) |
| 3.2 | Certificate of Amendment to the Twenty Fourth Amended And Restated Certificate of Incorporation of the Registrant, dated April 17, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 18, 2023) |
| 3.3 | Certificate of Amendment to the Twenty Fourth Amended And Restated Certificate of Incorporation of the Registrant, dated November 14, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 14, 2025) |
| 3.4 | Amended and Restated Bylaws of Actelis Networks, Inc. (as filed as Exhibit 3.4 to the Company’s Form S-1/A, filed on May 10, 2022) |
| 4.1 | Description of Securities (filed as Exhibit 4.1 to the Company’s Form 10-K for the fiscal year ended December 31, 2023, filed on March 29, 2024) |
| 4.2 | Form of Representative’s Warrant (as filed as Exhibit 4.1 to the Company’s Form S-1/A, filed on May 2, 2022) |
| 4.3 | Form of Common Warrant (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on May 8, 2023) |
| 4.4 | Form of Pre-Funded Warrant (as filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on May 8, 2023) |
| 4.5 | Form of Placement Agent Warrant (as filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on May 8, 2023) |
| 4.6 | Form of Common Warrant (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 20, 2023) |
| 4.7 | Form of Pre-Funded Warrant (as filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on December 20, 2023) |
| 4.8 | Form of Placement Agent Warrant (as filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on December 20, 2023) |
| 4.9 | Form of Credit Agreement (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 14, 2024) |
| 4.10 | Form of Series A-3 Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on July 3, 2025) |
| 4.11 | Form of Series A-4 Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on July 3, 2025) |
| 4.12 | Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on July 3, 2025) |
| 4.13 | Form of New Warrant (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on September 3, 2025) |
| 4.14 | Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on September 3, 2025) |
| 4.15 | Form of Common Warrant to be sold in the Offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 19, 2025) |
| 4.16 | Form of Pre-Funded Warrant to be sold in the Offering (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on December 19, 2025) |
| 4.17 | Form of Placement Agent Warrant to be sold in the Offering (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on December 19, 2025) |
| 10.1 | Lease by and between Actelis Networks Israel, Ltd. and Moshe Smucha, dated January 13, 2000 (as filed as Exhibit 10.2 to the Company’s Form S-1/A, filed on May 2, 2022) |
| Exhibit No. | Description |
| 10.2 | First Amendment to the Lease and Management Agreements from October 22, 2017, by and between Homerton Investments, Ltd. and Actelis Networks Israel Ltd., dated April 14, 2021 (as filed as Exhibit 10.3 to the Company’s Form S-1/A, filed on May 2, 2022) |
| 10.3+ | Employment Agreement between Actelis Networks, Inc. and Mr. Tuvia Barlev dated February 15, 2015 (as filed as Exhibit 10.9 to the Company’s Form S-1/A, filed on May 2, 2022) |
| 10.4+* | Amendment No. 1 to the Employment Agreement between Actelis Networks, Inc. and Mr. Tuvia Barlev, dated as of April 1, 2023. |
| 10.5+ | Employment Agreement between Actelis Networks Israel, Ltd. And Mr. Yoav Efron dated November 30, 2017 (as furnished as Exhibit 10.11 to the Company’s Form S-1/A, filed on May 10, 2022) |
| 10.6+* | Amendment No. 1 to the Employment Agreement between Actelis Networks, Inc. and Mr. Yoav Efron, dated as of April 1, 2023 |
| 10.7+ | Actelis Networks, Inc. 2015 Equity Incentive Plan (as filed as Exhibit 10.13 to the Company’s Form S-1, filed on April 15, 2022) |
| 10.8+ | Amendment No. 1 to 2015 Equity Incentive Plan (as filed as Exhibit 10.14 to the Company’s Form S-1, filed on April 15, 2022) |
| 10.9+* | Actelis Networks, Inc. 2025 Equity Incentive Plan |
| 10.10 | Form of Warrant Amendment (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 20, 2023) |
| 10.11 | Form of June 2024 Placement Agent Warrant (as filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 6, 2024). |
| 10.12 | Form of July 2024 Placement Agent Warrant (as filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 2, 2024). |
| 10.13 | At the Market Offering Agreement by and between H.C. Wainwright & Co., LLC dated September 25, 2024 (as field as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 25, 2024) |
| 10.14 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 3, 2025) |
| 10.15 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 3, 2025) |
| 10.16 | Form of Inducement Letter (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 3, 2025) |
| 10.17 | Form of Common Stock Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 2, 2025) |
| 10.18 | Form of White Lion RRA (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 2, 2025) |
| 10.19 | Form of PIPE Purchase Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on October 2, 2025) |
| 10.20 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on October 2, 2025) |
| 10.21 | Securities Purchase Agreement, dated December 17, 2025, by and between the Company and each investor party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 19, 2025) |
| 19.1* | Insider Trading Policy |
| 21.1 | Subsidiaries of the Registrant (as filed as Exhibit 21.1 to the Company’s Form S-1, filed on April 15, 2023) |
| 23.1* | Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.) a member firm of PricewaterhouseCoopers International Limited, independent registered accounting firm for the Company |
| 31.1* | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule15d-14(a) |
| 31.2* | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule15d-14(a) |
| 32.1* | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule15d-14(b) and 18 U.S.C. Section 1350 |
| 32.2* | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule15d-14(b) and 18 U.S.C. Section 1350 |
| 97.1 | Actelis Networks, Inc. Executive Officer Clawback Policy (as filed as Exhibit 97.1 to the Company’s Form 10-K, filed on March 26, 2024) |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith |
|---|---|
| + | Management contract or compensatory plan or arrangement |
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