Actelis Networks Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events.
On October 28, 2025, Actelis Networks, Inc. (the “Company”) received a listing decision from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Nasdaq Hearings Panel (the “Hearings Panel”) determined that the Company evidenced compliance with the stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1).
The Panel also granted the Company’s request for continued
listing on The Nasdaq Capital Market, pursuant to an extension through December 5, 2025, to regain compliance with the bid price requirement
set forth in Nasdaq Listing Rule 5550(a)(1). In order to evidence compliance with the bid price requirement, the Company must evidence
a closing bid price of at least $1.00 per share for a minimum of 10, but generally not more than 20, consecutive business days. The Company
has scheduled a special meeting of shareholders for November 7, 2025, at which it will seek shareholder approval for the implementation
of a reverse stock split in an effort to regain compliance with the bid price requirement by December 5, 2025.
The Company will remain subject to a one-year discretionary Panel Monitor through October 28, 2026. If during that period the Company fails to satisfy any of the criteria for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550, the Staff may not grant the Company additional time to regain compliance with respect to a deficiency nor will the Company be afforded a cure period under Nasdaq Listing Rule 5810(c)(3). Rather, Nasdaq will issue a delist determination, which the Company may address by requesting a new hearing before the Panel.
On October 31, 2025, the Company issued a press release announcing that that it had regained compliance with the equity requirement and that the Panel decided to grant the Company additional time to regain compliance with the bid price requirement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 99.1 | Press release dated October 31, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACTELIS NETWORKS, INC. | ||
| Dated: October 31, 2025 | By: | /s/ Tuvia Barlev |
| Name: | Tuvia Barlev | |
| Title: | Chief Executive Officer | |
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