ACTELIS NETWORKS INC

S-11 ea0296587-s1_actelis.htm REGISTRATION STATEMENT

As filed with the United States Securities and Exchange Commission on July 1, 2026.

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

**REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

**Actelis Networks, Inc.

710 Lakeway Drive, Suite 200

**Sunnyvale, CA 94085

(510) 545-1045

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

**Tuvia Barlev

Chief Executive Officer and Chairman of the Board of Directors

Actelis Networks, Inc.

710 Lakeway Drive, Suite 200

**Sunnyvale, CA 94085

(510) 545-1045

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

**Eyal Peled, Esq.

Greenberg Traurig LLP

One Vanderbilt Avenue,

New York, New York 10017

Phone: (212) 801-9210

Fax: (212) 801-6400

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

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 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 a post-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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐

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.

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, as amended, 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.

EXPLANATORY NOTE

On October 7, 2025, Actelis Networks, Inc. (the “Company”) filed a Registration Statement on Form S-1 (File No. 333-290758) (as amended and supplemented, the “Existing Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on November 28, 2025. The Existing Registration Statement registered for resale from time to time up to 10,635,265 shares the Company’s common stock, par value $0.0001 per share (the “Common Stock”), by White Lion Capital, LLC (“White Lion”), issuable pursuant to (i) that certain Common Stock Purchase Agreement, dated as of September 27, 2025 and effective as of October 1, 2025, by and between us and White Lion (the “ELOC Purchase Agreement”) establishing an equity line of credit, and (ii) that certain Stock Purchase Agreement, dated as of September 27, 2025, by and between us and White Lion (the “PIPE Purchase Agreement”) entered into in connection with a private placement of the Company’s securities, which took place concurrently with the establishment of the equity line of credit.

A total of 10,000,000 shares of Common Stock registered for resale under the Existing Registration Statement remained unsold as of July 1, 2026 (the “Unsold Shares”).

On July 1, 2026, the Company entered into Amendment No. 1 (the “Amendment”) to the ELOC Purchase Agreement, which obligates the Company to issue additional securities to White Lion and changed the mechanics of purchase notices under the ELOC Purchase Agreement, as further described in the “White Lion Transaction-Amendment to Equity Line of Credit” below.

The Company filed a Post-Effective Amendment No. 1 to the Existing Registration Statement to de-register the Unsold Shares.

The Company is filing this Registration Statement on Form S-1 (this “Registration Statement”), which is a new registration statement, to re-register 6 million of the Unsold Shares, and to register additional shares issued or issuable to White Lion in connection with the Amendment.

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

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 Actelis Networks, Inc. (“we,” “us,” “our,” the “Company,” or “Actelis”), par value $0.0001 per share (the “Common Stock”), by White Lion Capital, 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 and sell 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 equity line of credit, as amended by that certain Exchange and Amendment Agreement, dated as of July 1, 2026, by and between us and White 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, to issue 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 White Lion as amended commitment shares (“Amendment Commitment Shares”), (iii) 3,850,000 shares of Common Stock issuable to White Lion upon exercise of commitment share pre-funded warrants (“Amendment Commitment Pre-Funded Warrants”), and (iv) 3,000,000 shares of Common Stock issuable to White Lion upon exercise of commitment share common warrants (“Amendment Commitment Common 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 of our Common Stock sold to the selling stockholder under the ELOC Purchase Agreement, but will not exceed the number set forth in the 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 of the 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 not selling any securities under this prospectus, and will not receive any proceeds from the sale of Common Stock by the selling stockholder pursuant to this prospectus. We may receive up to $30.0 million in aggregate gross proceeds from White Lion under the ELOC Purchase Agreement in connection with sales of the shares of our Common Stock pursuant to the ELOC Purchase Agreement at varying purchase prices after the date of this prospectus. However, the actual proceeds from White Lion may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. The purchase price per share that White Lion will pay for shares of Common Stock purchased from us under the ELOC Purchase Agreement will fluctuate based on the market price of our shares at the time we elect to sell shares to White Lion and, further, to the extent that the Company sells shares of Common Stock under the ELOC Purchase Agreement, substantial amounts of shares could be issued 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 our other existing securityholders, or the perception that those sales might occur, could increase the volatility of and cause a significant decline 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 prospectus could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, a selling securityholder may still experience a positive rate of return on the securities they purchased due to the price at which such selling securityholder initially purchased the securities.

We are registering the securities for resale pursuant to the selling stockholder’s registration rights under certain agreements between us, on the one hand, and the selling stockholder, on the other hand, subject to certain exceptions. Our registration of the securities covered by this prospectus does not mean that the selling stockholder will offer or sell any of the securities registered for resale.

We will bear all costs, expenses, and fees in connection with the registration of the shares of Common Stock. The selling stockholder may offer, sell, or distribute all or a portion of its shares of Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. The selling stockholder will bear all commissions and discounts, if any, attributable to its sales of the shares of Common Stock. We provide more information about how the selling stockholder may sell the shares of Common Stock in the section titled “Plan of Distribution.”

This prospectus gives effect to a 10-for-1 reverse share split of our issued and outstanding shares of Common Stock (the “Reverse Split”), which was effected on November 18, 2025. Except where otherwise indicated, other than in the historical financial statements and related notes incorporated by reference into this prospectus, all share and per share data in this prospectus have been retroactively restated to reflect the Reverse Split.

Our Common Stock is traded on the OTCQB Venture Market under the symbol “ASNS.” On June 30, 2026, the closing price of our Common Stock on the OTCQB Venture Market was $0.0721 per share.

Investing in our securities involves a high degree of risk. You should read this prospectus supplement and the accompanying prospectus as well as the information incorporated herein and therein by reference carefully before you make your investment decision. See “Risk Factors” beginning on page 6 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 , 2026.

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