ACTELIS NETWORKS INC 8-K

What Happened
Actelis Networks, Inc. announced that Nasdaq determined to delist its common stock for failing to maintain a minimum $1.00 bid price and denied the company’s appeal. Nasdaq delivered the denial letter on April 8, 2026, and trading on The Nasdaq Capital Market was scheduled to be suspended at the open on April 10, 2026. The company plans to have its shares quoted on the OTC market and intends to apply for trading on the OTCQB; shares may temporarily trade on OTC Pink.

Key Details

• Nasdaq notified Actelis on February 4, 2026 that the company failed to meet the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).
• Actelis completed a 1-for-10 reverse stock split on November 18, 2025; under Nasdaq Listing Rule 5810(c)(3)(A)(iv) that split made the company ineligible for the usual 180‑day cure period.
• Nasdaq denied the company’s request for continued listing at an appeal hearing; the denial letter was delivered April 8, 2026 and suspension was to occur April 10, 2026.
• Actelis expects to seek quotation on OTC Markets (apply to the OTCQB) and may temporarily trade on OTC Pink; the company will remain a reporting issuer under the Securities Exchange Act.

Why It Matters
A Nasdaq suspension and move to the OTCQB (or OTC Pink temporarily) can reduce liquidity, visibility, and potentially increase bid‑ask spreads for shareholders compared with Nasdaq trading. Actelis remains a public reporting company, and the change in trading venue does not, according to the filing, alter the company’s ongoing business operations. The company also issued a forward‑looking statement cautioning that future results and the timing of any OTC quotation are uncertain.