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ACTELIS NETWORKS INC

For the period ended Sep 30, 2026. Filed Nov 10, 2026.

View on SEC.gov

About this filing

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.

Sep 30, 2026 · Filed Nov 10, 2026

ASNS$0.04+15.5%Stored close · as of Nov 10, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001213900-26-089172

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-10.

0001213900-26-118101

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 63 previous paragraphs and 73 current paragraphs.

31 unchanged; 24 reworded; 16 added; 8 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

We are a market leader in cyber-hardened, rapid-deployment networking solutions for wide-area internet of things (“IoT”) applications including federal, state, and local government, intelligent traffic systems (“ITS”), military, utility, rail, telecom, and campus applications. Our unique portfolio of hybrid fiber, environmentally hardened aggregation switches, high density Ethernet devices, advanced management software and cyber-protection capabilities, unlocks the hidden value of essential networks, delivering safer connectivity for rapid, cost-effective deployment.

Current report

Our networking solutions use a combination of newly deployed fiber infrastructure and existing copper and coaxial lines which our patented technology can upgrade to Fiber-grade to jointly create what we believe to be a highly cost-effective, secure, and quick-to-deploy network. Our patent protected hybrid fiber networking solutions deliver excellent communication over fiber to locations that may be easy to reach with new fiber. However, for locations that are difficult, or too costly to reach with fiber, we can upgrade existing copper lines to deliver cyber-hardened, high-speed connectivity without needing to replace the existing copper infrastructure with new fiber. We believe that such hybrid fiber copper networking solution has distinct advantages in most real-life installations, while providing significant budget savings and accelerating deployment of modern IoT networks. Based on our experience, most IoT projects have challenging, hard to reach with fiber locations which may explode such projects’ timeline and budgets. We believe that our solutions can provide connectivity over either fiber or copper with speeds of up to multi-Gigabit communication, while supporting fiber-grade reliability and quality.

Current report

A primary focus of ours is to provide our customers with a cyber-secure network solution. We currently offer Triple-Shield protection of data delivered with coding, scrambling, and encryption of the network traffic. We also provide secure, encrypted access to our network management software, and are working to further enhance system-level and device-level software protection. We are also working to introduce additional capabilities for network-wide cyber protection software as an additional software and as a license-based service.

Current report

When high speed, long reach, reliable and secure connectivity is required, network operators usually resort to using wireline communication over physical communication lines such as fiber, coax, and copper, rather than wireless communication that is more limited in performance, reliability, reach, and security. However, new fiber wireline infrastructure is costly to deploy, involves lengthy civil works to install, and, based on our internal calculations, often accounts for more than 50% of total cost of ownership and time to deploy wide-area IoT projects.

Current report

Providing new fiber connectivity to hard-to-reach locations is especially costly and time-consuming, often requiring permits for boring, trenching, and right-of-way, sometimes done over many miles. Connecting such hard-to-reach locations may cause significant delays and budget overruns in IoT projects. Our solutions aim to solve these challenges by instantly enhancing performance of such existing copper and coax infrastructure to fiber-grade performance, through the use of advanced signal processing and unique, patented network architecture, without the need to run new fiber to hard-to-reach locations; thus, effectively accelerating deployment of many IoT projects, as we estimate, sometimes from many months to only days. The result for the network owner is a hybrid network that optimizes the use of both new fiber (where available) as well as upgraded, fiber-grade copper and coax that is now modernized, digitized and cyber-hardened. This unique hybrid network approach is making IoT projects often significantly more affordable, fast to deploy, and predictable to plan and budget.

Current report

In addition, our solutions can also provide power over existing copper and coax lines to remotely power up network elements and components connected to them (like cameras, small cell and Wi-Fi base stations sensors etc.). Connecting power lines to millions of locations can be costly and very time consuming as well (similar to data connectivity, for the same reason — need for civil works). By offering the ability to combine power delivery over the same existing copper and coax lines that we use for high-speed data, we believe our solutions are solving yet another important challenge in connecting hard-to-reach locations. We believe that combining communication and power over the same existing lines is particularly important to help connect many fifth generation, or 5G, small cells and Wi-Fi base stations, as high cost of connectivity and power is often slowing their deployment.

Current report

Since our inception, our business was focused on serving telecommunication service providers, also known as Telcos, to provide connectivity for enterprises and residential customers. Our products and solutions have been deployed with hundreds of telecommunication service providers worldwide, in enterprise, residential, and mobile base station connectivity applications. In recent years, as we have further developed our technology and introduced additional products, we turned our focus on serving the wide-area IoT, federal, and U.S. Department of War markets, as well as multi-dwelling units, and introduced, in 2024, our cyber-aware networking solutions for IoT markets as well.

Current report

Other income for the three and nine months ended September 30, 2025 was attributable to a government grant provided by the State of Israel in connection with the economic impact of the military conflict with Iran. No other income was recognized during the three and nine months ended September 30, 2026.

Current report

Our operating loss for the three months ended September 30, 2026, was $1.5 million, compared to $1.9 million for the three months ended September 30, 2025. The decrease in operating loss was primarily attributable to an increase in sales, an improvement in gross margin to 40% from 28% in the prior-year period, and the impact of cost-reduction measures which is partially offset by the unfavorable impact of foreign exchange rate fluctuations.

Current report

Our financial expense, net for the nine months ended September 30, 2026, was $41 thousand compared to financial expense, net of $0.1 million for the nine months ended September 30, 2025. Other financial expenses mainly consisted of commitment-fee expense, gain from the change in the fair value of pre-funded warrants and common warrants classified as liabilities, interest expenses and exchange rate differences of certain currencies (mainly NIS against USD).

Current report

Cash used in operating activities amounted to $4.6 million for the nine months ended September 30, 2026, compared to approximately $5.6 million for the nine months ended September 30, 2025. The decrease in cash used in operating activities was primarily attributable to cost reduction, favorable changes in working capital, operating assets and liabilities compared to the prior-year period.
Removed paragraphs (8)

Previous report

Our cost of revenues for the three months ended June 30, 2026, amounted to $0.6 million, compared to approximately $0.6 million for the three months ended June 30, 2025. The expense remained consistent with the prior-year period despite higher revenue, primarily due to an improved software sales mix and higher gross margins.

Previous report

Our operating loss for the six months ended June 30, 2026, was $3.4 million, compared to an operating loss of approximately $3.6 million for the six months ended June 30, 2025. The decrease was primarily attributable to increased revenues and resulting higher gross margin coupled with the cost reduction measures implemented during the period, almost entirely offset by the unfavorable impact of foreign exchange rate fluctuations amounting to approximately $280,000.

Previous report

Our financial expense, net for the six months ended June 30, 2026, was $404,000 (including $120,000 interest expenses) compared to financial expense, net of $176,000 (including $56,000 interest expenses) for the six months ended June 30, 2025. Our financial expenses net, mainly consisted of interest expenses, exchange rate differences of certain currencies (including NIS against USD). In 2026, we recorded a financial expense of $625,000 as a result of the increase in the commitment fee under the common stock purchase agreement associated with our equity line of credit, payable in common shares issuance. This increase in expense was partially offset by income of $530,000 resulting from changes in the fair value of pre-funded warrants classified as a liability.

Previous report

Our net loss for the six months ended June 30, 2026 was $3.8 million, or $(0.19) per basic and diluted share, compared to net loss of approximately $3.8 million, or $(4.26) per basic and diluted share for the six months ended June 30, 2025. The net loss remained relatively unchanged compared to the prior year six months, as improvements in sales, gross margins, and operating expense management were offset by unfavorable foreign exchange rate impact as well as financial expenses associated with warrants granted.

Previous report

Cash used in operating activities amounted to $3.6 million for the six months ended June 30, 2026, compared to approximately $3.2 million for the six months ended June 30, 2025. The increase is mainly associated with an increase in payment on trade payables during the period as well as approximately $277,000 of additional operating expense cash usage due to negative foreign exchange rate.
Reworded paragraphs (24)

Previous wording

Three and Six Months Ended June 30, 2026, Compared to Three and Six Months Ended June 30, 2025

Current wording

Three and Nine Months Ended September 30, 2026, Compared to Three and Nine Months Ended September 30, 2025

Previous wording

Our revenues for the three months ended June 30, 2026, amounted to $1.1 million, compared to approximately $0.9 million for the three months ended June 30, 2025. The increase was primarily attributable to an expansion of the Company’s sales footprint, including delivery of a renewal order to a large U.S. carrier for software and service as well as to other carriers in EMEA, with revenue increases of 33% in North America, 22% in Europe, the Middle East and Africa.

Current wording

Our revenues for the three months ended September 30, 2026, amounted to $1.1 million, compared to $0.6 million for the three months ended September 30, 2025. The increase was primarily attributable to an expansion of the Company’s sales footprint to Federal and Intelligent Transportation Systems (“ITS”) customers in the US, as well as to other customers in Europe, the Middle East and Africa (“EMEA”), with revenue increases of 170% in North America, 3% in EMEA and 233% in Asia.

Previous wording

Our revenues for the six months ended June 30, 2026, amounted to $2 million, compared to approximately $1.7 million for the six months ended June 30, 2025. The increase was primarily attributable to an expansion of the Company’s sales footprint, including delivery of a renewal order to a large U.S. carrier for software and service , with revenue increases of 39% in North America, 15% in Europe, the Middle East and Africa.

Current wording

Our revenues for the nine months ended September 30, 2026, amounted to $3.2 million, compared to $2.3 million for the nine months ended September 30, 2025. The increase was primarily attributable to an expansion of the Company’s sales footprint, including delivery of a renewal order to a large U.S. carrier for software and service and ITS customers in the US and EMEA, with revenue increases of 56% in North America, 13% in EMEA and 13% in Asia.

Previous wording

Our cost of revenues for the six months ended June 30, 2026, amounted to $1.3 million, compared to approximately $1.1 million for the six months ended June 30, 2025. The increase was primarily attributable to higher sales volume during the period and in line with the increase in revenue and software revenue mix.

Current wording

Our cost of revenues for the three months ended September 30, 2026, amounted to $0.7 million, compared to $0.5 million for the three months ended September 30, 2025. The increase was primarily attributable to higher sales volume during the period and in line with the increase in revenue and software revenue mix.

Previous wording

Our research and development expenses for the three months ended June 30, 2026, amounted to $0.7 million, compared to $0.7 million for the three months ended June 30, 2025. The Company implemented cost reduction measures during the period; however the resulting savings were offset by the unfavorable impact of foreign exchange rate fluctuations.

Current wording

Our research and development expenses for the three months ended September 30, 2026, amounted to $0.6 million, compared to $0.6 million for the three months ended September 30, 2025. The expense remained substantially consistent with prior year period. The Company implemented cost reduction measures during the period; however, the resulting savings were offset by the unfavorable impact of foreign exchange rate fluctuations.

Previous wording

Our research and development expenses for the six months ended June 30, 2026, amounted to $1.3 million, compared to $1.4 million for the six months ended June 30, 2025. The Company implemented cost reduction measures during the period; however, the resulting savings were significantly offset by the unfavorable impact of foreign exchange rate fluctuations.

Current wording

Our research and development expenses for the nine months ended September 30, 2026, amounted to $2.0 million, compared to $1.9 million for the nine months ended September 30, 2025. The expense remained substantially consistent with prior year period. The Company implemented cost reduction measures during the period; however, the resulting savings were offset by the unfavorable impact of foreign exchange rate fluctuations.

Previous wording

Our sales and marketing expenses for the three months ended June 30, 2026, amounted to $0.8 million, compared to $0.7 million for the three months ended June 30, 2025 driven by investments in new sales resources for the Federal market and marketing, and higher commission payout due to higher revenues. At the same time, some cost reduction measures were implemented that were offset by the unfavorable impact of foreign exchange rate fluctuations.

Current wording

Our sales and marketing expenses for the three months ended September 30, 2026, amounted to $0.6 million, compared to $0.8 million for the three months ended September 30, 2025. The decrease is associated with cost reduction measures taken, including reduction in payroll expense, partially offset by the unfavorable impact of foreign exchange rate fluctuations.

Previous wording

Our sales and marketing expenses for the six months ended June 30, 2026, amounted to $1.4 million, compared to $1.4 million for the six months ended June 30, 2025. The investments in new resources, higher commission payout due to higher revenues and unfavorable impact of foreign exchange rate fluctuations were offset by cost reduction measures during the period.

Current wording

Our sales and marketing expenses for the nine months ended September 30, 2026, amounted to $2.0 million, compared to $2.2 million for the nine months ended September 30, 2025. The decrease is primarily attributable to cost reduction measures taken, partially offset by the unfavorable impact of foreign exchange rate fluctuations.

Previous wording

Our general and administrative expenses for the six months ended June 30, 2026, amounted to $1.5 million, compared to $1.4 million for the six months ended June 30, 2025. Similar to the three month period ended June 30, 2026, cost reduction measures implemented during the period with the help of AI and other operating measures were partially offset by unfavorable impact of public Company expenses and foreign exchange rate fluctuations.

Current wording

Our general and administrative expenses for the three months ended September 30, 2026, amounted to $0.7 million, compared to $0.8 million for the three months ended September 30, 2025. The decrease is primarily attributable to cost reduction measures taken, partially offset by the unfavorable impact of foreign exchange rate fluctuations.

Previous wording

Our general and administrative expenses for the three months ended June 30, 2026, amounted to $0.7 million, compared to $0.7 million for the three months ended June 30, 2025. The expenses remained unchanged because the cost reduction measures implemented during the period with the help of AI and other operating measures were offset by the unfavorable impact of public Company expenses and foreign exchange rate fluctuations.

Current wording

Our general and administrative expenses for the nine months ended September 30, 2026, amounted to $2.2 million, compared to $2.2 million for the nine months ended September 30, 2025. The expense remained substantially consistent with prior year period. The Company implemented cost reduction measures during the period; however, the resulting savings were offset by the unfavorable impact of foreign exchange rate fluctuations.

Previous wording

Our operating loss for the three months ended June 30, 2026, was $1.6 million, compared to an operating loss of approximately $1.8 million for the three months ended June 30, 2025. The decrease in loss was primarily attributable to increased revenues and resulting higher gross margin, coupled with cost reduction measures implemented during the period, partially offset by the investment in sales and marketing, and the unfavorable impact of foreign exchange rate fluctuations, amounting to approximately $150,000.

Current wording

Our operating loss for the nine months ended September 30, 2026, was $4.9 million, compared to an operating loss of approximately $5.5 million for the nine months ended September 30, 2025. The decrease in operating loss was primarily attributable to an increase in sales, an improvement in gross margin to 39% from 32% in the prior-year period, and the impact of cost-reduction measures which is partially offset by the unfavorable impact of foreign exchange rate fluctuations.

Previous wording

Our financial income, net for the three months ended June 30, 2026, was $189,000(including $106,000 interest expenses) compared to financial expense, net of $128,000 (including $22,000 interest expenses) for the three months ended June 30, 2025. Financial expenses reflected a $400,000 gain from the change in the fair value of pre-funded warrants classified as liabilities, which was substantially offset by foreign exchange losses, primarily due to fluctuations in the NIS against the U.S. dollar.

Current wording

Our financial income, net for the three months ended September 30, 2026, was $0.2 million compared to financial expense, net of $24 thousand for the three months ended September 30, 2025. Other financial income, net is primarily attributable to gain from the change in the fair value of pre-funded warrants and common warrants classified as liabilities, interest expenses and exchange rate differences of certain currencies (mainly NIS against USD).

Previous wording

Our net loss for the three months ended June 30, 2026 was $1.4 million, or $(0.05) per basic and diluted share, compared to net loss of approximately $1.9 million, or $(2.08) per basic and diluted share for the three months ended June 30, 2025. The decrease was primarily due to higher sales, improved gross margins, and continued efforts to reduce operating expenses as well as income from the reduction in warrant liability fair value. These favorable factors were partially offset by the adverse impact of foreign exchange rate.

Current wording

Our net comprehensive loss for the three months ended September 30, 2026 was $1.2 million, compared to net loss of $2.0 million for the three months ended September 30, 2025. The decrease was primarily due to higher sales, improved gross margins, and continued efforts to reduce operating expenses as well as income from the changes in the fair value of pre-funded warrants and common warrants liabilities. These favorable factors were partially offset by the adverse impact of foreign exchange rate.

Previous wording

Non-GAAP Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP financial measures. In addition to reporting financial results in accordance with GAAP, we provide Non-GAAP supplemental operating results adjusted for certain items, including: financial expenses, which are interest, financial instrument fair value adjustments, exchange rate differences of assets and liabilities, Share based compensation expenses, depreciation and amortization expense, tax expense, and impact of development expenses ahead of product launch. We adjust for the items listed above and show non-GAAP financial measures in all periods presented, unless the impact is clearly immaterial to our financial statements. When we calculate the tax effect of the adjustments, we include all current and deferred income tax expense commensurate with the adjusted measure of pre-tax profitability.

Current wording

Non-GAAP Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP financial measures. In addition to reporting financial results in accordance with GAAP, we provide Non-GAAP supplemental operating results adjusted for certain items, including: financial expenses, which are interest, financial instrument fair value adjustments, exchange rate differences of assets and liabilities, share based compensation expenses, depreciation and amortization expense. We adjust for the items listed above and show non-GAAP financial measures in all periods presented, unless the impact is clearly immaterial to our financial statements. When we calculate the tax effect of the adjustments, we include all current and deferred income tax expense commensurate with the adjusted measure of pre-tax profitability.

Previous wording

We utilize the adjusted results to review our ongoing operations without the effect of these adjustments but not for comparison to budgeted operating results. We believe the supplemental adjusted results are useful to investors because they help them compare our results to previous periods and provide important insights into underlying trends in the business and how management oversees and optimizes our business operations on a day-to-day basis. We exclude the costs in calculating adjusted results to allow us and investors to evaluate the performance of the business based upon its expected ongoing operating structure. We believe the adjusted measures, accompanied by the disclosure of the costs of these programs, provides valuable insight to our financial performance. Adjusted results should be considered only in conjunction with results reported according to GAAP.

Current wording

We utilize the adjusted results to review our ongoing operations without the effect of these adjustments but not for comparison to budgeted operating results. We believe the supplemental adjusted results are useful to investors because they help them compare our results to previous periods and provide important insights into underlying trends in the business and how management oversees and optimizes our business operations on a day-to-day basis. We exclude the costs in calculating adjusted results to allow us and investors to evaluate the performance of the business based upon its expected ongoing operating structure. We believe the adjusted measures, accompanied by the disclosure of the costs of these programs, provide valuable insight into our financial performance. Adjusted results should be considered only in conjunction with results reported according to GAAP.

Previous wording

Our future capital requirements will be affected by many factors, including our revenues and resulting gross margin growth, the timing and extent of investments to support such growth compared to our resulting increase in revenues and gross margin, the associated expansion of sales and marketing activities, increases or decreases in general and administrative costs, repayment of principal of our existing credit line, working capital to support securing raw material supply and other factors as described under “Risk Factors.” At the same time, our investments, including in sales and marketing, as well as the cost reduction measures we are taking, are aimed at the goal of reaching the break even point on our P&L and resulting cash flow.

Current wording

Our future capital requirements will be affected by many factors, including our revenues and resulting gross margin growth, the timing and extent of investments to support such growth compared to our resulting increase in revenues and gross margin, the associated expansion of sales and marketing activities, increases or decreases in general and administrative costs, working capital to support securing raw material supply and other factors as described under “Risk Factors.” At the same time, our investments, including in sales and marketing, as well as the cost reduction measures we are taking, are aimed at reaching a break-even point with respect to our profits and losses and resulting cash flow.

Previous wording

As discussed in Note 1(b) to the condensed consolidated financial statements appearing elsewhere in this Quarterly report on Form 10-Q, we have incurred significant losses and negative cash flows from operations and incurred losses of approximately $3.8 million for the six months ended June 30, 2026 and 2025. During the six months ended June 30, 2026 and 2025, we had negative cash flows from operations of $3.6 million and $3.2 million, respectively.

Current wording

As discussed in Note 1(b) to the condensed consolidated financial statements appearing elsewhere in this quarterly report on Form 10-Q, we have incurred significant losses and negative cash flows from operations and incurred losses of approximately $5.1 million and approximately $5.7 million for the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026 and 2025, we had negative cash flows from operations of $4.6 million and $5.6 million, respectively.

Previous wording

As of June 30, 2026, we had an accumulated deficit of $56.2 million, cash on hand of approximately $5.7 million and long-term deposits and restricted bank deposits of $159 as of June 30, 2026. We monitor our cash flow projections on a current basis and take active measures to obtain the funding we require to continue our operations. However, these cash flow projections are subject to various uncertainties concerning their fulfillment, such as the ability to increase revenues due to lack of customers or decrease cost structure. Our transition to profitable operations is dependent on generating a level of revenue adequate to support our cost structure through growth of existing and new customers.

Current wording

As of September 30, 2026, we had an accumulated deficit of $57.4 million, cash on hand of approximately $4.8 million and deposits and restricted bank deposits of $0.2 million as of September 30, 2026. We monitor our cash flow projections on a current basis and take active measures to obtain the funding we require to continue our operations. However, these cash flow projections are subject to various uncertainties concerning their fulfillment, such as the ability to increase revenues due to lack of customers or decrease cost structure. Our transition to profitable operations is dependent on generating a level of revenue adequate to support our cost structure through growth of existing and new customers.

Previous wording

If at any point during the term of the ELOC Purchase Agreement the Company failed to be listed on the Nasdaq Capital Market, the Commitment Fee Amount will increase to $1,000,000 if remedied within six months or less, to $1,250,000 if remedied after six months but before twelve months, and $1,500,000 if not remedied within twelve months (the “Delisting Penalty Provision”).

Current wording

If at any point during the term of the ELOC Purchase Agreement the Company failed to be listed on the Nasdaq Capital Market, the Commitment Fee Amount would increase to $1,000,000 if remedied within six months or less, to $1,250,000 if remedied after six months but before twelve months, and $1,500,000 if not remedied within twelve months (the “Delisting Penalty Provision”).

Previous wording

On July 1, 2026, the Company and White Lion entered into the Amendment to the ELOC Purchase Agreement pursuant to which the Company agreed to issue to White Lion an aggregate of 9,850,000 shares of common stock (the “Amendment Commitment Securities”) in exchange for White Lion’s right to receive shares of common stock under the Commitment Shares provisions and the Delisting Penalty Provision due to the Company’s delisting from the Nasdaq Capital Market in April 2026. The Amendment Commitment Securities is comprised of (i) 3,000,000 shares of common stock, (ii) 3,850,000 pre-funded warrants (“Amendment Commitment Pre-Funded Warrants”), and (iii) 3,000,000 common warrants (“Amendment Commitment Common Warrants”).

Current wording

On July 1, 2026, the Company and White Lion entered into the Amendment to the ELOC Purchase Agreement pursuant to which the Company agreed to issue to White Lion an aggregate of 9,850,000 Amendment Commitment Securities (the “Amendment Commitment Securities”) in exchange for White Lion’s right to receive shares of common stock under the Commitment Shares provisions and the Delisting Penalty Provision due to the Company’s delisting from the Nasdaq Capital Market in April 2026. The Amendment Commitment Securities are comprised of (i) 3,000,000 shares of common stock, (ii) 3,850,000 pre-funded warrants (“Amendment Commitment Pre-Funded Warrants”), and (iii) 3,000,000 common warrants (“Amendment Commitment Common Warrants”).

Previous wording

Under an amended Regular Purchase Notice Option, the purchase price to be paid by White Lion shall mean shall mean (a) (i) ninety-seven percent (97.0%) multiplied by the lower of (i) the lowest daily VWAP of the common stock during the Regular Purchase Valuation Period (as such term is defined in the ELOC Purchase Agreement) or (ii) the closing price of common stock one Business Day prior to the delivery of the applicable Regular Purchase Notice, minus (b) $0.005 (provided that, notwithstanding anything in the ELOC Purchase Agreement to the contrary, if the Company, at any time, combines (by any reverse stock split, stock dividend, stock combination, recapitalization, or other similar transaction) one or more classes of its outstanding common stock into a smaller number of shares, the $0.005 amount shall not be proportionately increased or otherwise adjusted).

Current wording

Under an amended Regular Purchase Notice Option, the purchase price to be paid by White Lion shall mean (a) ninety-seven percent (97.0%) multiplied by the lower of (i) the lowest daily VWAP of the common stock during the Regular Purchase Valuation Period (as such term is defined in the ELOC Purchase Agreement) or (ii) the closing price of common stock one business day prior to the delivery of the applicable Regular Purchase Notice, minus (b) $0.005 (provided that, notwithstanding anything in the ELOC Purchase Agreement to the contrary, if the Company, at any time, combines (by any reverse stock split, stock dividend, stock combination, recapitalization, or other similar transaction) one or more classes of its outstanding common stock into a smaller number of shares, the $0.005 amount shall not be proportionately increased or otherwise adjusted).

Previous wording

As of June 30, 2026, we had cash, cash equivalents, and restricted cash and cash equivalents of approximately $5.7 million compared to approximately $0.7 million of cash, cash equivalents and restricted cash as of June 30, 2025.

Current wording

As of September 30, 2026, we had cash, cash equivalents, and restricted cash and cash equivalents of approximately $4.8 million compared to approximately $1.8 million of cash, cash equivalents and restricted cash as of September 30, 2025.

Previous wording

Net cash used in investing activities was $51,000 for the six months ended June 30, 2026, compared to approximately $4,000 for the six months ended June 30, 2025. The increase is associated with an increase in the purchase of assets during the period.

Current wording

Net cash used in investing activities was $54 thousand for the nine months ended September 30, 2026, compared to net cash used in investing activities of $4 thousand for the nine months ended September 30, 2025. The increase is associated with an increase in the purchase of fixed assets during the period.

Previous wording

Net cash provided by financing activities was $5 million for the six months ended June 30, 2026, compared to $1.6 million for the six months ended June 30, 2025. The increase was primarily attributable to higher proceeds from the issuance of common stock under our at-the-market (ATM) program, which increased to approximately $6.9 million from approximately $1.6 million, partially offset by share repurchases of approximately $1.0 million during the period.

Current wording

Net cash provided by financing activities was $5.1 million for each of the nine months ended September 30, 2026 and 2025. During the nine months ended September 30, 2026, net proceeds from the issuance of common stock under our ATM program increased to approximately $6.9 million, compared to approximately $2.4 million in the corresponding period of 2025. This increase was primarily offset by proceeds from equity financings, warrant inducements and short-term borrowings received during the nine months ended September 30, 2025, which did not recur in 2026, as well as approximately $1.0 million used for repurchases of common stock during the nine months ended September 30, 2026.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Our cost of revenues for the nine months ended September 30, 2026, amounted to $1.9 million, compared to $1.6 million for the nine months ended September 30, 2025. The increase was primarily attributable to higher sales volume during the period and in line with the increase in revenue and software revenue mix.

Current report — wording carried from elsewhere

Our net comprehensive loss for the nine months ended September 30, 2026 was $5.1 million, compared to net loss of $5.7 million for the nine months ended September 30, 2025. The decrease was primarily due to higher sales, improved gross margins, and continued reductions of operating expenses as well as income from the changes in the fair value of pre-funded warrants and common warrants liabilities. These favorable factors were partially offset by the adverse impact of foreign exchange rate.