ACTELIS NETWORKS INC 8-K

What Happened

• Actelis Networks Inc. filed an 8-K on January 9, 2026 announcing a prospectus supplement that increases the aggregate dollar amount of common stock it may offer and sell under its At-the-Market Offering Agreement with H.C. Wainwright & Co., LLC by $12,000,000.
• The Offering Agreement was originally entered on September 25, 2024 and remains effective through September 24, 2027. The sales may be made under the company’s shelf registration statement on Form S-3 (File No. 333-282199), originally declared effective September 25, 2024.

Key Details

• Increased ATM capacity: $12,000,000 added to the existing at-the-market offering.
• Placement agent: H.C. Wainwright & Co., LLC (Offering Agreement dated September 25, 2024).
• Effectiveness period for the ATM program: September 25, 2024 – September 24, 2027.
• Legal opinion regarding the offering’s legality is filed as Exhibit 5.1 with the 8-K. The company is not obligated to sell any shares under the agreement.

Why It Matters

• This change expands Actelis’s ability to raise capital quickly through at-the-market sales of common stock, which can provide funding flexibility for operations or growth without a single large financing event.
• If the company chooses to sell shares under the ATM, that issuance could dilute existing shareholders; however, no sales are required or guaranteed by the filing.
• Investors should view this as an update to the company’s available financing tools rather than a signal that new fundraising will occur immediately.