UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 1824, 2026

Actelis Networks, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41375		52-2160309
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

710 Lakeway Drive, Suite 200, Sunnyvale, CA ~~94805~~94085 (Address of principal executive offices)

(Address of principal executive offices)

(510) 545-1045

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ASNS		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 27.0201 ~~Results~~Regulation ofFD ~~Operation and Financial Condition~~Disclosure.

On March 1824, 2026, Actelis Networks, Inc. (the “Company”), issued a press release ~~announcing~~to announce that it had entered into a binding term sheet with Exaware Routing Ltd., an Israeli company (“Target”), ~~its~~pursuant ~~financial~~to ~~and~~which ~~operating~~the ~~results~~Company will acquire 100% of the issued and ~~recent~~outstanding ~~highlights~~shares ~~for~~of the ~~year~~Target’s ~~ended~~stock ~~December~~from ~~31,~~the ~~2025~~Target’s shareholders. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. A copy of ~~this~~the press release is attached ~~hereto~~ as Exhibit 99.1 hereto and is incorporated ~~herein~~ by reference herein.

InThe information ~~accordance~~in ~~with~~this ~~General~~Item ~~Instruction B~~7.201, ofincluding ~~Form~~Exhibit ~~8-K~~99.1, ~~the information in this Current Report on Form 8-K that~~ is furnished ~~pursuant~~and ~~to this Item 2.02~~ shall not be deemed ~~to be~~ “filed” for ~~the~~ purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to ~~the~~ liabilities ofunder that section, and shall not be deemed to be incorporated by reference into ~~any~~the ~~registration~~filings ~~statement~~of orthe ~~other~~Company ~~document filed~~ under the Securities Act ~~of 1933~~, ~~as amended,~~ or the Exchange Act, ~~except~~regardless asof ~~shall~~any general incorporation language in such filings. This Current Report on Form 8-K will not be ~~expressly~~deemed ~~set~~an ~~forth~~admission as byto ~~specific~~the ~~reference~~materiality of any information of the information in ~~such~~this ~~filing~~Item 7.01, including Exhibit 99.1.

~~Item~~Cautionary ~~7.01. Regulation FD Disclosure.~~Statement Concerning Forward-Looking Statements

AsThis ~~previously~~Current ~~announced~~Report oncontains “forward-looking statements” ~~its~~within ~~Form~~the 8meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-Klooking statements. Forward-looking statements are ~~filed~~not onhistorical ~~November~~facts, 22and are based upon management’s current expectations, ~~2022~~beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. Forward-looking statements are based on ~~November~~current 22expectations and assumptions that, ~~2022~~while considered reasonable are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. There can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements ~~Company~~are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s ~~Board~~control including general economic conditions; the outcome of ~~Directors~~any (legal proceedings that may be instituted against Target or Actelis following the ~~“Board”)~~announcement ~~authorized~~of the term sheet; the inability to complete the term sheet; the risk that the acquisition will disrupts current plans and operations as a ~~share~~result ~~repurchase~~of ~~program,~~the ~~pursuant~~announcement and consummation of the acquisition; the inability to recognize the anticipated benefits of the acquisition, which may be affected by, among other things, competition, the ~~Company~~ability of the combined company to grow and manage growth, maintain relationships with customers and suppliers and retain key employees; costs related to the acquisition; the possibility that Actelis may ~~repurchase~~be upadversely affected by other economic, business, and/or competitive factors and other risks and uncertainties indicated from time to $1time.0 ~~million~~Any such forward-looking statements represent management’s estimates as of the date of this Current Report. While the Company may elect to update such forward-looking statements at some point in the future, unless required by law, it disclaims any obligation to do so, even if subsequent events cause its ~~outstanding~~views ~~shares~~to change. Thus, no one should assume that the Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of ~~common~~any ~~stock~~date (subsequent to the ~~“Repurchase~~date ~~Program”)~~of this Current Report. More detailed information about the Company and the ~~through~~risk ~~which~~factors that may affect the realization of forward-looking statements is set forth in the Company’s ~~has~~filings ~~repurchased~~with the ~~$50~~Securities and Exchange Commission (SEC),~~000~~ ~~worth~~including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of ~~common~~charge ~~stock~~on the SEC’s web site at http://www.sec.gov.

~~On March 18, 2026, the Board authorized an expansion of the Repurchase Program, such that the maximum aggregate purchase price under the Repurchase Program will now be $~~1~~.5 million. The press release filed as Exhibit 99.1 to this Form 8-K and incorporated by reference herein contains a description of the share purchase program.~~

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 8.01 Other Events.

On March 18, 2026, the Board authorized an expansion of the Repurchase Program pursuant to which the Company intends to repurchase up to $1.5 million of its outstanding shares of common stock. Under the Repurchase Program, the Company is to purchase its common stock from time to time on a discretionary basis through open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange Act and other applicable legal requirements.

Repurchases under the Repurchase Program will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. The Repurchase Program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The Repurchase Program does not obligate the Company to purchase any particular number of shares.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated March 1824, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 18, 2026	By:	/s/ Tuvia Barlev
Dated: March 24, 2026	By:	/s/ Tuvia Barlev
	Name:	Tuvia Barlev
	Title:	Chief Executive Officer

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