As filed with the United States Securities and Exchange Commission on ~~December~~July 121, ~~2025~~2026.

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNDER

THE SECURITIES ACT OF 1933

Actelis Networks, Inc.

(Exact Name ~~name~~ of ~~registrant~~ Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	3669	52-2160309
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Actelis Networks, Inc. 710 Lakeway Drive, Suite 200

~~710 Lakeway Drive~~Sunnyvale, CA ~~Suite 200~~94085 (510) 545-1045

Sunnyvale, CA 94085

(510) 545-1045

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Tuvia Barlev
Chief Executive Officer and Chairman of the Board of Directors
Actelis Networks, Inc.

710 Lakeway Drive, Suite 200

Sunnyvale, CA 94085 (510) 545-1045 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Eyal Peled, Esq. Greenberg Traurig LLP One Vanderbilt Avenue, New York, New York 10017 Phone: (212) 801-9210 Fax: (212) 801-6400 ~~Robert Charron, Esq. Joseph Masiello, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Tel: (212) 370-1300~~

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement ~~becomes effective~~.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller ~~reporting~~ reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended ~~(“Securities Act”)~~, or until the Registration Statement shall become effective on such date as the ~~SEC~~Securities and Exchange Commission, acting pursuant to ~~Section~~said Section 8(a), may determine.

~~The information in this preliminary~~ ~~prospectus~~EXPLANATORY is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.NOTE

~~PRELIMINARY~~On October ~~PROSPECTUS~~7, 2025, Actelis Networks, Inc. (the “Company”) filed a Registration Statement on Form S-1 (File No. 333-290758) (as amended and supplemented, the “Existing Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on November 28, 2025. The Existing Registration Statement registered for resale from time to time up to 10,635,265 shares the Company’s common stock, par value $0.0001 per share (the “Common Stock”), by White Lion Capital, LLC (“White Lion”), issuable pursuant to (i) that certain Common Stock Purchase Agreement, dated as of September 27, 2025 and effective as of October 1, 2025, by and between us and White Lion (the “ELOC Purchase Agreement”) establishing an equity line of credit, and (ii) that certain Stock Purchase Agreement, dated as of September 27, 2025, by and between us and White Lion (the “PIPE Purchase Agreement”) entered into in connection with a private placement of the Company’s securities, which took place concurrently with the establishment of the equity line of credit.

~~SUBJECT~~A total TOof ~~COMPLETION~~10, ~~DATED~~000,000 ~~DECEMBER~~shares 12of Common Stock registered for resale under the Existing Registration Statement remained unsold as of July 1, ~~2025~~2026 (the “Unsold Shares”).

On July 1, 2026, the Company entered into Amendment No. 1 (the “Amendment”) to the ELOC Purchase Agreement, which obligates the Company to issue additional securities to White Lion and changed the mechanics of purchase notices under the ELOC Purchase Agreement, as further described in the “White Lion Transaction-Amendment to Equity Line of Credit” below.

The Company filed a Post-Effective Amendment No. 1 to the Existing Registration Statement to de-register the Unsold Shares.

The Company is filing this Registration Statement on Form S-1 (this “Registration Statement”), which is a new registration statement, to re-register 6 million of the Unsold Shares, and to register additional shares issued or issuable to White Lion in connection with the Amendment.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION DATED JULY 1, 2026

Actelis Networks, Inc.

Up to 115,~~639~~850,~~344~~ 000 Shares of Common Stock

UpThis prospectus relates to ~~1,639,344~~the ~~Common~~offer ~~Warrants~~and sale from time to ~~Purchase~~ time of up to 115,~~639~~850,~~344~~000 ~~Shares~~shares of ~~Common~~common stock of Actelis Networks, Inc. (“we,” “us,” “our,” the “Company,” or “Actelis”), par value $0.0001 per share (the “Common Stock”), by White Lion Capital, LLC (“White Lion” or the “Selling Stockholder” or the “selling stockholder”).

UpThe securities included in this prospectus consist of shares of Common Stock that we may, in our discretion, elect to issue and sell to the Selling Stockholder, pursuant to (i) that certain Common Stock Purchase Agreement, dated as of September 27, 2025 (the “ELOC Purchase Agreement”) and effective as of October 1,~~639~~ 2025,~~344~~ ~~Pre-Funded~~by ~~Warrants~~and tobetween us and White Lion, which established an equity line of credit, as amended by that certain Exchange and Amendment Agreement, dated as of July 1, 2026, by and between us and White Lion (the “ELOC Purchase Agreement Amendment”) which, among other things, amended the ELOC Purchase Agreement. Such shares of our Common Stock include up to 1(i) 6,~~639~~000,~~344~~000 shares of Common Stock that we may elect, in our sole discretion, to issue and sell to White Lion, from time to time from and after the commencement date under the ELOC Purchase Agreement, and, subject to applicable stock exchange rules (the “Revised ELOC Shares”), (ii) 3,000,000 shares of Common Stock issuable to White Lion as amended commitment shares (“Amendment Commitment Shares”), (iii) 3,850,000 shares of Common Stock issuable to White Lion upon exercise of commitment share pre-funded warrants (“Amendment Commitment Pre-Funded Warrants”), and (iv) 3,000,000 shares of Common Stock issuable to White Lion upon exercise of commitment share common warrants (“Amendment Commitment Common Warrants”, and, with the Amendment Commitment Shares and the Amended Commitment Pre-Funded Warrants, the “Amended Commitment Securities”).

UpThe actual tonumber ~~114,754~~of ~~Placement~~shares ~~Agent~~of ~~Warrants~~our Common Stock issuable will vary depending on the then-current market price of shares of our Common Stock sold to the selling stockholder under the ELOC Purchase Agreement, but will not exceed the number set forth in the preceding sentences upunless towe ~~114~~file an additional registration statement under the Securities Act of 1933,~~754~~ ~~Shares~~as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”). See “White Lion Transaction” for a description of ~~Common~~the ~~Stock~~ELOC Purchase Agreement and the Amendment and “Selling Stockholder” for additional information regarding White Lion.

UpWe are registering the shares on behalf of the selling stockholder, to 3be offered and sold by it from time to time. We are not selling any securities under this prospectus,~~393~~ and will not receive any proceeds from the sale of Common Stock by the selling stockholder pursuant to this prospectus. We may receive up to $30.0 million in aggregate gross proceeds from White Lion under the ELOC Purchase Agreement in connection with sales of the shares of our Common Stock pursuant to the ELOC Purchase Agreement at varying purchase prices after the date of this prospectus. However,~~443~~ ~~Shares~~the actual proceeds from White Lion may be less than this amount depending on the number of shares of our Common Stock ~~Issuable~~sold and the price at which the shares of our Common Stock are sold. The purchase price per share that White Lion ~~Upon~~will ~~Exercise~~pay for shares of Common Stock purchased from us under the ELOC Purchase Agreement will fluctuate based on the market price of our shares at the time we elect to sell shares to White Lion and, further, to the extent that the Company sells shares of Common ~~Warrants~~Stock under the ELOC Purchase Agreement, ~~Pre-funded~~substantial amounts of shares could be issued and resold, which would cause dilution and may impact the Company’s stock price.

~~Warrants~~Sales of a substantial number of our shares of Common Stock in the public market by the selling stockholder and/or ~~Placement~~by ~~Agent~~our ~~Warrants~~other existing securityholders, or the perception that those sales might occur, could increase the volatility of and cause a significant decline in the market price of our securities and could impair our ability to raise capital through the sale of additional equity securities.

WeAll the ~~are~~securities ~~offering~~offered in athis ~~best-efforts offering~~prospectus ~~1,639,344~~by ~~shares~~the ofselling ~~our~~stockholder ~~common~~may ~~stock,~~be ~~par~~resold ~~value~~for ~~$0.0001~~so ~~per~~long ~~share of~~as ~~Actelis~~the ~~Networks,~~registration ~~Inc.~~statement, aof ~~Delaware Company (“Actelis”,~~which ~~the~~this ~~“Company”,~~prospectus ~~“our~~forms ~~company”~~a part, ~~“we”~~is oravailable ~~“us”),~~for ~~together~~use. ~~with~~The upsale toof ~~1,639,344~~all ~~common warrants,~~ or ~~the~~a ~~common~~portion ~~warrants,~~of tothe ~~purchase~~securities upbeing tooffered ~~1,639,344~~in ~~shares~~this ofprospectus ~~common~~could result ~~stock,~~in ata ansignificant ~~assumed~~decline ~~combined~~in the public ~~offering~~trading price of $3our securities.~~05 per share~~ ofDespite ~~common~~such ~~stock~~a ~~and~~decline ~~accompanying~~in ~~common~~the ~~warrant~~public ~~(based~~trading ~~the~~price, ~~closing~~a selling ~~price~~securityholder ofmay ~~our~~still ~~common~~experience ~~stock~~a positive rate of return on the ~~Nasdaq~~securities ~~Capital~~they ~~Market,~~purchased ordue ~~Nasdaq,~~to the price at which such onselling ~~December~~securityholder 9,initially ~~2025)~~purchased the securities.

We are ~~also~~registering offering to those purchasers, if any, whose purchase of our shares of common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the ~~election~~securities offor ~~the~~resale ~~purchaser,~~pursuant ~~9.99%)~~to ~~of our outstanding shares of common stock immediately following~~ the ~~consummation~~selling ofstockholder’s ~~this~~registration ~~offering,~~rights ~~the~~under ~~opportunity,~~certain inagreements ~~lieu of purchasing shares of common~~between ~~stock~~us, toon ~~purchase~~the ~~pre-funded warrants to purchase shares of common stock. Each pre-funded warrant will be immediately exercisable for~~ one ~~share~~hand, atand ~~any time at~~ the ~~option~~selling ~~of the holder until such pre-funded warrant is exercised in full~~stockholder, ~~provided~~on ~~that~~ the ~~holder~~other ~~will be prohibited from exercising pre-funded warrants for shares of common stock if~~hand, assubject ato ~~result of such exercise, the holder, together with its affiliates and~~ certain ~~related parties, would own more than 4~~exceptions.~~99%~~ ~~(or,~~Our atregistration ~~the election~~ of the ~~purchaser, 9.99%) of the total number~~securities ofcovered ~~shares~~by ofthis ~~common~~prospectus ~~stock~~does ~~then~~not ~~issued~~mean ~~and~~that ~~outstanding. The assumed combined purchase price of each pre-funded warrant and common warrant is $3.0499 (which is equal to~~ the ~~assumed~~selling ~~combined~~stockholder ~~public~~will ~~offering~~offer ~~price~~or ~~per~~sell ~~share~~any ~~and common warrant to be sold in this offering minus $0.0001, the exercise price per share~~ of ~~each pre-funded warrant). For each pre-funded warrant we sell,~~ the ~~number~~securities ofregistered ~~shares of common stock we are offering will be decreased on a one-~~for~~-one~~ ~~basis~~resale. The pre-funded warrants will be sold together with common warrants in a fixed combination, with each pre-funded warrant to purchase one share accompanied by a common warrant, each warrant to purchase one share of common stock.

~~Each common warrant~~ We will ~~have an~~bear ~~exercise~~all ~~price~~costs, ~~of $ per share~~expenses, ~~will~~and befees ~~exercisable~~in ~~immediately~~connection onwith the ~~effective date~~registration of ~~stockholder approval of~~ the ~~issuance of the~~ shares ~~upon exercise~~ of ~~the~~Common ~~common~~Stock. ~~warrants~~The ~~(the~~selling ~~“Warrant~~stockholder ~~Stockholder Approval~~may ~~Date” and such approval~~offer, ~~the “Warrant Stockholder Approval”); provided~~sell, ~~however,~~or ~~that,~~distribute ifall ~~and~~or ~~only~~a ifportion the Pricing Conditions (as defined below) are met, the common warrants will be exercisable upon issuance. As used herein “Pricing Conditions” means that the combined public offering price per share and accompanying common warrant is such that the Warrant Stockholder Approval is not required under the rules of ~~the~~its ~~Nasdaq~~shares ~~Stock Market LLC because either (i) the offering is an at-the-market offering under the rules~~ of ~~the~~ ~~Nasdaq~~Common Stock ~~Market~~publicly ~~LLC and such price equals~~ or ~~exceeds~~through ~~the~~private ~~sum~~transactions ofat ~~(a)~~prevailing ~~the applicable “Minimum Price” per share under~~market ~~Nasdaq~~prices ~~Rule 5635(d) plus (b) $0.125 per whole share of common stock underlying the common warrants~~ or ~~(ii)~~at ~~the~~negotiated ~~offering is a discounted offering where the pricing and discount (including attributing a value of $0~~prices.~~125~~ ~~per whole share underlying the common warrants) meet the pricing requirements under the Nasdaq Stock Market LLC’s rules.~~ The ~~common~~selling ~~warrants~~stockholder will ~~expire~~bear onall ~~the~~commissions ~~five-year~~and ~~anniversary of the Warrant Stockholder Approval Date~~discounts, ~~provided that~~ if ~~the Pricing Conditions are met~~any, ~~the~~attributable ~~common~~to ~~warrants~~its ~~will~~sales ~~expire on the five-year anniversary~~ of the ~~date~~shares of ~~issuance~~Common Stock. ~~Because~~We weprovide ~~will~~more ~~issue~~information ~~one~~about ~~common~~how ~~warrant~~the ~~for~~selling ~~each~~stockholder ~~share~~may ~~and~~sell ~~for each pre-funded warrant sold in this offering,~~ the ~~number~~shares of ~~common~~Common ~~warrants~~Stock ~~sold~~ in ~~this offering will not change as a result of a change in~~ the section ~~mix~~titled of“Plan ~~shares~~ of ~~common stock and pre-funded warrants sold~~Distribution.”

WeThis prospectus ~~are~~gives ~~also~~effect ~~registering~~to ~~the shares~~a 10-for-1 reverse share split of ~~common~~our ~~stock~~issued ~~issuable~~and ~~from~~outstanding ~~time~~shares toof ~~time~~Common ~~upon~~Stock (the ~~exercise~~“Reverse ofSplit”), which was effected on November 18, 2025. Except where otherwise indicated, other than in the ~~pre-funded~~historical ~~warrants~~financial statements and related notes incorporated by reference into this prospectus, ~~common~~all ~~warrants~~share and ~~placement~~per ~~agent~~share ~~warrants~~data in this prospectus have been retroactively restated ~~offered~~to ~~hereby~~reflect the Reverse Split.

Our Common ~~shares~~Stock ofis ~~common~~traded ~~stock are listed~~ on ~~The~~the ~~Nasdaq~~OTCQB ~~Capital~~Venture Market under the symbol “ASNS”.” On ~~December~~June 1130, ~~2025~~2026, the closing price of our ~~shares of~~Common ~~common~~Stock ~~stock~~on ~~was $2.66 per share. There is no established public trading market for~~ the ~~common~~OTCQB ~~warrants~~Venture ~~and~~Market ~~pre-funded~~was ~~warrants and we do not expect a market to develop~~$0.0721 ~~Without~~per ~~an active trading market, the liquidity of those warrants will be limited~~share. ~~In addition, we do not intend to list the common warrants or pre-funded warrants on The Nasdaq Capital Market, any other national securities exchange or any other trading system.~~

~~The public offering price~~Investing ~~per~~in ~~share~~our ~~will~~securities beinvolves ~~determined~~a athigh ~~the~~degree ~~time~~ of ~~pricing, and may be at a discount to the then current market price~~risk. ~~The~~You ~~recent~~should ~~market~~read ~~price used throughout~~ this prospectus ~~may~~supplement ~~not~~and ~~be indicative of~~ the ~~final~~accompanying ~~offering~~prospectus ~~price.~~as ~~The final public offering price will be a fixed price~~well ~~determined~~as ~~through~~the ~~negotiation~~information ~~between~~incorporated usherein and ~~investors~~therein ~~based~~by ~~upon~~reference acarefully ~~number~~before ofyou ~~factors,~~make ~~including~~your ~~our~~investment ~~history~~decision. ~~and~~See ~~our~~“Risk ~~prospects, the~~Factors” ~~state~~beginning ofon ~~the~~page ~~industry in which we operate, our recent operating results, and the general condition~~ 6 of ~~the securities markets at the time of~~ this ~~offering~~prospectus.

~~This prospectus gives effect~~Neither tothe aSecurities ~~10-for-1 reverse share split of our issued~~ and ~~outstanding~~Exchange ~~shares~~Commission ofnor ~~common~~any ~~stock~~state ~~(the~~securities ~~“Reverse~~commission ~~Split”),~~has ~~which~~approved ~~was~~or ~~effected on~~disapproved ~~November~~of ~~18,~~these ~~2025.~~securities ~~Except~~or ~~where otherwise indicated, other than in the historical financial statements and related notes incorporated~~determined byif ~~reference into~~ this prospectus, ~~all~~is ~~share~~truthful ~~and~~or ~~per~~complete. ~~share~~Any ~~data~~representation into ~~this~~the ~~prospectus~~contrary ~~have~~is ~~been~~a ~~retroactively~~criminal ~~restated to reflect the Reverse Split~~offense.

~~This offering will terminate~~The ~~on December 31, 2025, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that~~ date. Weof ~~will have one closing for all the securities purchased in~~ this ~~offering.~~prospectus ~~The~~is , ~~combined public offering price per share (or pre-funded warrant) and accompanying common warrant will be fixed for the duration of this offering~~2026.

~~We have engaged H.C.~~TABLE ~~Wainwright~~OF & Co., LLC (the “Placement Agent”) to act as our exclusive placement agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agent the placement agent fees set forth in the table, which assumes that we sell all of the securities offered by this prospectus. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us. We will bear all costs associated with the offering and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Plan of Distribution” on page 36 of this prospectus for more information regarding these arrangements.CONTENTS

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

		Page
About this Prospectus		ii
Cautionary Note Regarding Forward-Looking Statements		iii
Prospectus Summary		1
Risk Factors		6
Use of Proceeds		8
White Lion Transaction		8
Selling Stockholder		11
Description of Offered Securities		13
Plan of Distribution		18
Legal Matters		20
Experts		20
Where You Can Find More Information		20
Incorporation of Certain Information by Reference		21

Per Share and Accompanying Common Warrant

Per Pre-Funded Warrant and Accompanying Common Warrant

Total

Combined public offering price

Placement agent fees (1)

Proceeds to us, before expenses (2) (3)

~~(1)~~ABOUT THIS We have agreed to pay the Placement Agent cash fee equal to 7.0% of the gross proceeds raised in this offering. We have also agreed to pay the Placement Agent for certain of its offering-related expenses, including a management fee of 1.0% of the gross proceeds raised in this offering, and reimburse the Placement Agent for its non-accountable expenses in the amount of $25,000, its legal fees and expenses and other out-of-pocket expenses in an amount up to $100,000, and its clearing expenses in the amount of up to $15,950. In addition, we have agreed to issue to the Placement Agent or its designees, warrants (the “Placement Agent Warrants”) to purchase up to a number of shares of common stock equal to 7.0% of the aggregate number of our shares of common stock and pre-funded warrants being offered, at an exercise price equal to 125% of the combined public offering price per share of common stock and accompanying common warrant. See “Plan of Distribution” for additional information and a description of the compensation payable to the Placement Agent.PROSPECTUS

(2)

We estimate the total expenses of this offering payable by us, excluding the placement agent fees, will be approximately $540,950. Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, Placement Agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above.

(3)

Does not include proceeds from the cash exercise of the pre-funded warrants or common warrants, if any.

Unless the context indicates otherwise, references in this prospectus to “Actelis,” “we,” “us,” “our,” “the Company,” “our company” and similar terms refer to Actelis Networks, Inc., a Delaware corporation. Actelis has a wholly-owned subsidiary, Actelis Networks Israel, Ltd, an Israeli company.

~~Investing~~This prospectus inis ~~our~~part ~~securities involves~~of a ~~high~~registration ~~degree~~statement ofthat ~~risk.~~we ~~You~~filed ~~should~~with ~~review~~the ~~carefully~~Securities and Exchange Commission (the ~~risks~~“SEC”). ~~and~~The selling ~~uncertainties~~stockholder named in this prospectus may from time to time sell the securities described in the ~~section~~prospectus. ~~titled~~You ~~“Risk~~should ~~Factors”~~read this ~~beginning~~prospectus ontogether ~~page~~with 10the ofmore ~~this~~detailed ~~prospectus~~information regarding our company, our Common stock, and ~~under~~our ~~similar~~financial ~~headings~~statements and notes to those statements that appear elsewhere in this prospectus and any ~~amendments~~applicable orprospectus ~~supplements~~supplement totogether with the additional information that we incorporate in this prospectus by reference, which we describe under the heading “Where You Can Find More Information.”

~~Neither~~You should rely only on the ~~Securities and~~information ~~Exchange~~contained ~~Commission~~in, ~~nor~~or incorporated by reference in, this prospectus and in any ~~state~~accompanying ~~securities~~prospectus supplement. ~~commission~~We ~~has~~have ~~approved~~not orauthorized ~~disapproved~~anyone ofto ~~these~~provide ~~securities~~you with different information from that contained in, or ~~passed~~incorporated ~~upon~~by reference in, this prospectus. You should not assume that the ~~accuracy~~information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or ~~adequacy~~that any document incorporated by reference is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitation relating to the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. ~~Any~~Furthermore, ~~representation~~you should not consider this prospectus to be an offer or solicitation relating to the ~~contrary~~securities if the person making the offer or solicitation is anot ~~criminal~~qualified ~~offense~~to do so, or if it is unlawful for you to receive such an offer or solicitation.

~~We expect to deliver the securities to the purchasers in the offering on or about , 2025, subject to satisfaction of certain conditions~~ii

~~H.C.~~CAUTIONARY NOTE ~~Wainwright~~REGARDING ~~& Co.~~FORWARD-LOOKING STATEMENTS

~~Prospectus~~This prospectus ~~dated~~ and the documents incorporated by reference herein contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, ~~2025~~Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act”). We have tried, whenever possible, to identify these forward-looking statements using words such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” “plan,” “predict,” “seek,” “should,” “would,” “could,” “potential,” “ongoing,” and similar expressions to identify forward-looking statements, whether in the negative or the affirmative. These statements reflect our current beliefs and are based on information currently available to us. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. Forward-looking statements contained herein include, but are not limited to, statements about:

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act”). These forward-looking statements include, but are not limited to, statements regarding the Company’s and the Company’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

●

our history of losses and need for additional capital to fund our operations and our ability to obtain additional capital on acceptable terms, or at all;

●

our ability to protect our intellectual property and continue to innovate;

● our success in retaining or recruiting, or changes required in, our officers, key employees, or directors;

●

the potential insufficiency of our disclosure controls and procedures to detect errors or acts of fraud;

●

the accuracy of our estimates regarding expenses, future revenues, and capital requirements;

●

the success of competing products or technologies that are or may become available;

●

the success of competing products or technologies that may become available;

●

our ability to grow the business due to the uncertainty resulting from the COVID-19 pandemic or any future pandemic;

●

our ability to comply with complex and increasing regulations by governmental authorities;

● our ability to ~~regain~~maintain ~~and~~the ~~maintain~~quotation ~~compliance~~of ~~with~~our ~~continued~~Class ~~listing~~A ~~requirements~~Common ofStock on the OTCQB Venture Market (“OTCQB”) operated by The OTC Markets Group, Inc. (“OTC Markets”) and the potential to uplist to the Nasdaq Capital Market;

iii

●

our ability to continue as a going concern;

●

statements as to the impact of the political and security situation in Israel on our business, including due to the number of armed conflicts between Israel and Hamas (an Islamist militia and political group in the Gaza Strip), Hezbollah (an Islamist militia and political group in Lebanon) and Iran;

●

our public securities’ potential liquidity and trading; and

●

our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act.

~~The forward~~Forward-looking ~~statements~~ ~~contained~~statements inare ~~this~~based ~~prospectus~~on ~~and~~our inmanagement’s ~~any~~current ~~document~~expectations, ~~incorporated~~estimates, byforecasts, ~~reference~~and ~~are~~projections ~~based~~about onour ~~current~~business ~~expectations,~~and ~~forecasts~~the industry in which we operate and our management’s beliefs ~~concerning future~~and ~~developments~~assumptions, and ~~their~~are ~~potential~~not ~~effects~~guarantees onof ~~us.~~future ~~There~~performance ~~can~~or bedevelopment and noinvolve ~~assurance~~known ~~that~~and ~~future~~unknown ~~developments~~risks, ~~affecting~~uncertainties weand ~~will~~other befactors ~~those~~ that weare ~~have~~in ~~anticipated.~~some ~~These~~cases ~~forward-looking~~beyond ~~statements~~our ~~involve~~control. As a ~~number~~result, any or all of ~~risks,~~our ~~uncertainties,~~forward-looking ~~some~~statements ofherein ~~which~~may ~~are~~turn ~~beyond~~out ~~our~~to ~~control, or~~be ~~other~~inaccurate. ~~assumptions~~Important factors that may cause actual results ~~or performance~~ to bediffer materially from ~~different~~current ~~from~~expectations include, among other things, those ~~expressed~~listed under “Risk Factors,” “Use of Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere herein or ~~implied~~by incorporation by ~~these~~reference. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. ~~These~~You ~~risks~~should ~~and~~read ~~uncertainties~~thoroughly this ~~include,~~prospectus ~~but~~and ~~are~~the ~~not~~documents ~~limited~~that we refer to, with the ~~factors~~understanding ~~described~~that orour ~~incorporated~~actual byfuture ~~reference~~results may be materially different ~~under~~from ~~the~~and ~~heading~~worse ~~“Risk~~than ~~Factors”~~what ~~below~~we expect. We qualify all of our forward-looking statements by these cautionary statements.

~~Should~~The forward-looking ~~one~~statements orincluded ~~more~~in ofthis ~~these risks~~prospectus orspeak ~~uncertainties~~only ~~materialize,~~as orof ~~should~~the ~~any~~date of ~~our~~this ~~assumptions~~prospectus. ~~prove~~Although ~~incorrect,~~we ~~actual~~believe ~~results~~that ~~may~~the ~~vary in material respects from~~expectations ~~those~~reflected ~~projected~~ in ~~these~~the forward-looking statements. Itare isreasonable, ~~not~~we ~~possible~~cannot toguarantee ~~predict~~that orfuture ~~identify~~results, ~~all~~levels ~~such~~of ~~risks. Accordingly~~activity, ~~forward-looking~~performance ~~statements~~and inevents ~~this~~and ~~prospectus~~circumstances ~~and~~reflected in ~~any~~the ~~document~~forward-looking ~~incorporated~~statements ~~herein~~will ~~by reference should not~~ be ~~relied~~achieved ~~upon~~or aswill ~~representing~~occur. ~~our~~Except ~~views~~ as ofrequired ~~any~~by ~~subsequent date~~law, ~~and~~ we assume ~~undertake~~ no obligation to update or revise ~~any~~these forward-looking statements, ~~whether~~for asany areason, ~~result~~even of if new information, becomes available in the future. ~~events~~You orshould, ~~otherwise~~however, ~~except~~review asthe ~~may~~factors beand ~~required~~risks ~~under~~we ~~applicable~~describe ~~securities~~in ~~laws~~the reports we will file from time to time with the SEC after the date of this prospectus. See “Where You Can Find More Information.”

~~These forward-looking statements~~On ~~are~~November ~~based~~18, on2025, ~~information~~we ~~available~~effected asthe ofReverse ~~the~~Split. ~~date~~Except ofwhere ~~this~~otherwise ~~prospectus~~indicated, ~~and~~other ~~current~~than ~~expectations,~~in ~~forecasts~~the ~~and~~historical ~~assumptions,~~financial statements and ~~involve a~~related ~~number~~notes ofincorporated ~~judgments,~~by ~~risks~~reference ~~and~~into ~~uncertainties.~~this ~~Accordingly~~prospectus, ~~forward-looking~~all ~~statements~~share ~~should not be relied upon as representing our views as of any subsequent date,~~ and weper doshare ~~not~~data ~~undertake~~in ~~any~~this ~~obligation~~prospectus tohave ~~update~~been ~~forward-looking~~retroactively restated ~~statements~~ to reflect ~~events or circumstances after~~ the ~~date~~Reverse ~~they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws~~Split.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.iv

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. Those statements are based upon information available to us as of the date of this prospectus and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Those statements are inherently uncertain, and investors are cautioned not to unduly rely upon those statements.

TABLE OF CONTENTS

		Page
About This Prospectus		ii
Prospectus Summary		1
Risk Factors		10
Use of Proceeds		17
Capitalization		18
Dilution		20
Market Information for Securities and Dividend Policy		22
Description of Share Capital		23
Description of Securities Offered		33
Certain Material U.S. Federal Income Tax Consequences		28
Plan of Distribution		36
Legal Matters		39
Experts		39
Incorporation of Certain Information by Reference		40
Where You Can Find More Information		40

ABOUT THIS PROSPECTUS

Unless the context indicates otherwise, references in this prospectus to “Actelis”, “we”, “us,” “our,” “the Company”, “our company” and similar terms refer to Actelis Networks, Inc., a Delaware corporation. Actelis has a wholly-owned subsidiary, Actelis Networks Israel, Ltd, an Israeli company (“Actelis Israel”).

We and the Placement Agent have not authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by reference in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale of common stock.

To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the U.S. Securities and Exchange Commission (the “SEC”) before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.

Neither we nor the Placement Agent have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who come into possession of this prospectus and any free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any free writing prospectus applicable to that jurisdiction. We will not make an offer to sell these common stock in any jurisdiction where the offer or sale is not permitted.

This prospectus contains market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented or incorporated by reference in this prospectus, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and any related free writing prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note Regarding Forward-Looking Statements.” Accordingly, investors should not place undue reliance on this information.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus before making your investment decision. This prospectus contains forward-looking statements and information relating to Actelis Networks, Inc. See “Cautionary Note Regarding Forward-Looking Statements.”

Actelis Networks, Inc. (“Actelis,” “we,” “us,” “our,” “the Company,” “our company”) is 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.

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,. asBased ~~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.

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 SWsoftware and license-based services.

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 ~~(ToC)~~ and time to deploy wide-area IoT projects.

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 is making IoT projects often significantly more affordable, fast to deploy, and predictable to plan and budget.

In addition, our solutions can also provide power over existing copper and coax lines to remotely power up network elements and IoT components connected to them (like cameras, small cell and Wi-Fi base stations sensors etc.). Connecting power lines to millions of IoT 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.

~~Since our inception~~In addition, our ~~business~~ ~~was~~solutions ~~focused~~can onalso ~~serving~~provide ~~telecommunication~~power ~~service~~over ~~providers,~~existing ~~also~~copper ~~known~~and ascoax ~~Telcos,~~lines to ~~provide~~remotely ~~connectivity~~power ~~for~~up ~~enterprises~~network elements and components ~~residential~~connected ~~customers.~~to ~~Our~~them ~~products~~(like cameras, small cell and ~~solutions~~Wi-Fi ~~have~~base ~~been~~stations ~~deployed~~sensors ~~with~~etc.). ~~more~~Connecting ~~than~~power ~~100~~lines ~~telecommunication~~to ~~service~~millions ~~providers~~of ~~worldwide,~~locations can inbe ~~enterprise,~~costly ~~residential~~ and ~~mobile~~very ~~base~~time ~~station~~consuming ~~connectivity~~as ~~applications.~~well In(similar ~~recent~~to ~~years~~data connectivity, asfor wethe ~~have~~same ~~further~~reason ~~developed~~— ~~our~~need ~~technology~~for civil works). By offering the ability to combine power delivery over the same existing copper and ~~introduced~~coax ~~additional~~lines ~~products~~that we use for high-speed data, we ~~turned~~believe our ~~focus~~solutions are onsolving ~~serving~~yet ~~the~~another ~~wide~~important challenge in connecting hard-~~area~~to-reach ~~IoT,~~locations. ~~federal~~We believe that combining communication and ~~DoD~~power over ~~markets,~~the assame ~~well~~existing aslines ~~multi-dwelling units,~~is ~~and~~particularly ~~introduced~~important to help connect many fifth generation, inor ~~2024~~5G, ~~our~~small ~~cyber~~cells and Wi-~~aware~~Fi ~~networking~~base ~~solutions~~stations, as ~~for~~high ~~IoT~~cost ~~markets~~of asconnectivity ~~well~~and power is often slowing their deployment.

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.

Recent Developments

~~July 2025 Private Placement~~Nasdaq Delisting

On February ~~June 30~~4, ~~2025~~2026, wethe ~~entered into~~Company received a ~~securities~~written ~~purchase~~notice ~~agreement~~ (the “~~Purchase~~Notice”) ~~Agreement~~from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) ~~with~~indicating ~~certain~~that ~~accredited~~the ~~investors~~Nasdaq staff (the “~~Investors~~Staff”)~~, pursuant~~ had determined to ~~which~~delist the weCompany’s ~~agreed~~securities tofrom ~~issue~~The ~~and~~Nasdaq ~~sell~~Capital toMarket. ~~the~~As ~~Investors~~disclosed in athe ~~private~~Notice, ~~placement (~~the ~~“July~~Staff ~~2025~~determined ~~Private~~that ~~Placement”~~the orCompany’s ~~the~~Common ~~“Offering”)~~Stock ~~(a)~~failed ~~162,602~~to ~~shares~~maintain ofa ~~Common~~minimum ~~Stock,~~bid ~~(b)~~price ~~Series~~of ~~A-3~~$1.00 ~~warrants~~per toshare ~~purchase~~for up30 toconsecutive ~~162~~business days,~~602~~ ~~shares~~in violation of ~~Common~~Nasdaq ~~Stock,~~Listing ~~and~~Rule 5550(ca)(2) ~~Series~~(the A“Bid Price Rule”). While companies are typically afforded a 180-4calendar-day ~~Warrants~~compliance period to ~~purchase~~comply with upthe toNasdaq ~~325~~Listing Rule,~~204~~ ~~shares~~the ofStaff ~~Common~~concluded ~~Stock,~~that ~~for~~the aCompany ~~purchase~~is ~~price~~not ofeligible ~~$6.15~~for ~~per~~the ~~share~~compliance ~~and~~period ~~related~~pursuant ~~Common~~to Nasdaq Listing ~~Warrants,~~Rule ~~for~~5810(c)(3)(A)(iv) adue ~~total~~to ~~aggregate~~the ~~gross~~fact ~~proceeds~~that ofthe ~~approximately~~Company $1effected ~~million.~~a ~~The~~reverse ~~July~~stock ~~2025~~split ~~Private~~within ~~Placement~~the ~~closed~~prior one-year period, specifically a 1-for-10 reverse stock split on ~~July~~November 218, 2025, and therefore was subject to immediate delisting.

The Company ~~Series~~requested ~~A-3 Warrants have~~ an ~~exercise~~appeal ~~price of $6.15 per share~~hearing, ~~are~~which ~~exercisable~~stayed ~~commencing on~~ the ~~effective~~suspension ~~date~~and ofdelisting ~~shareholder~~action. ~~approval~~At (the ~~“Shareholder Approval~~appeal ~~Date”)~~hearing, of the ~~issuance~~Company ofpresented ~~the shares issuable upon exercise of the Common Warrants (“Shareholder Approval”)~~to ~~and expire five years following~~ the ~~Shareholder~~Nasdaq ~~Approval~~Hearings ~~Date.~~Panel Onits ~~November~~plan 7,to ~~2025,~~regain ~~the~~compliance ~~Shareholder~~with ~~Approval was obtained in a special meeting of our shareholders, resulting in~~ the ~~Shareholder~~Bid ~~Approval~~Price ~~Date being such date~~Rule.

~~The~~On April ~~Series~~8, ~~A-4~~2026, ~~Warrants~~Nasdaq ~~have~~delivered a letter to the Company confirming to the Company that it had denied the Company’s request for ancontinued ~~exercise~~listing ~~price~~and therefore that trading of ~~$6.15~~the ~~per~~Company’s ~~share~~Common Stock, ~~are~~would ~~exercisable~~be ~~commencing~~suspended onat the ~~Shareholder~~open ~~Approval~~of ~~Date~~trading ~~and~~on ~~expire~~April 10, ~~eighteen~~2026. ~~months~~As ~~following~~ a result, the ~~Shareholder~~Company’s ~~Approval~~Common ~~Date~~Stock began trading on the OTCID basic market starting April 10, 2026.

~~Under~~On April ~~the~~24, ~~terms of the Common Warrants~~2026, the ~~Selling~~Company ~~Stockholders~~announced ~~may~~that ~~not~~it ~~exercise~~had ~~the~~been ~~warrants~~approved tofor ~~the~~and ~~extent~~commenced ~~such~~trading ~~exercise~~on ~~would cause~~ the ~~Investor,~~OTCQB ~~together~~Venture ~~with its~~Market ~~affiliates~~operated ~~and~~by ~~attribution~~OTC Markets ~~parties~~Group, toeffective ~~beneficially~~at ~~own~~the aopen ~~number~~ of ~~shares~~business ofon ~~common~~April ~~stock which would exceed 4.99% (or~~24, ~~at such Investor’s option upon issuance, 9~~2026.~~99%),~~ ofThe ~~the~~ Company’s ~~then outstanding~~ Common Stock ~~following~~continues ~~such~~to ~~exercise,~~trade ~~excluding for~~under ~~purposes~~the ~~of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised~~symbol “ASNS.”

H.C. Wainwright & Co., LLC acted as the Placement Agent for the issuance and sale of the Securities. The Company has agreed to pay an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the Offering and $35,000 for accountable expenses to the placement agent. The Company also agreed to issue to the Placement Agent, or its designees, Placement Agent Warrants to purchase up to 7.0% of the aggregate number of the shares of Common Stock sold to the Investors (or warrants to purchase up to 11,382 shares of Common Stock) at an exercise price per share of $7.688 which will be exercisable commencing on the Shareholder Approval Date and a have term of five years after the Shareholder Approval Date (the “July 2025 Placement Agent Warrants,” and collectively with the Common Warrants, the “July 2025 Warrants”).

The July 2025 Placement Agent Warrants and the shares of Common Stock issuable upon exercise thereof, will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws.

Nasdaq Listing Compliance

On August 25, 2023, we received a notification letter from the Listing Qualifications Staff (the “Staff”) of Nasdaq indicating that we are not in compliance with Nasdaq Listing Rule 5550(b)(1) due to our failure to maintain a minimum of $2,500,000 in shareholders’ equity (the “Minimum Shareholders’ Equity Requirement”) or any alternatives to such requirement. In order to maintain our listing on the Nasdaq Capital Market, we submitted a plan of compliance addressing how we intended to regain compliance. On March 27, 2024, we received a delist determination letter from Nasdaq advising us that the Staff had determined to delist our securities from Nasdaq due to non-compliance with the Minimum Shareholders’ Equity Requirement, unless we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”). We timely requested a hearing before the Panel.

OnThe OTCQB ~~August~~is ~~27,~~a ~~2024,~~significantly wemore ~~received formal~~limited ~~written~~market ~~notice~~than ~~from~~the Nasdaq ~~confirming~~Capital ~~that~~Market, weand ~~have~~quotation ~~evidenced~~on ~~compliance~~any ~~with~~OTC ~~all~~market ~~applicable~~will ~~criteria~~result in a less liquid market for ~~continued~~existing ~~listing~~and onpotential ~~Nasdaq as~~holders ~~set~~of ~~forth~~Common inStock ~~Nasdaq~~to ~~Listing~~trade ~~Rule~~their ~~5550,~~shares ~~including~~and could further depress the ~~Minimum~~trading ~~Shareholders’~~price ~~Equity~~of ~~Requirement~~the Common Stock. InWe ~~accordance~~can ~~with~~provide ~~Nasdaq~~no ~~Listing Rule~~assurance ~~5815(d)(4)(B)~~that the Common Stock will continue to trade on this market, wewhether ~~remained~~broker-dealers ~~subject~~will provide and continue to aprovide ~~panel~~public ~~monitor~~quotes ~~for~~of ~~equity~~the ~~compliance~~Common ~~through~~Stock ~~August~~on 27this market, ~~2025~~or whether the trading volume of the Common Stock will be sufficient to provide for an efficient trading market.

~~On May 12, 2025, Nasdaq notified~~Due usto (the ~~“Notification~~Company’s ~~Letter”)~~delisting ~~that~~from wethe ~~were not in compliance with~~ Nasdaq ~~Listing~~Capital ~~Rule 5550(a)(2)~~Market, ~~which~~it ~~requires~~is ~~our~~currently ~~Common Stock~~ineligible to ~~maintain~~utilize aits ~~minimum~~ATM ~~bid~~facility ~~price~~pursuant ofto ~~$1.00~~its ATM ~~per~~Agreement ~~share~~with ~~(the~~H.C. ~~“Bid~~Wainwright ~~Price~~& ~~Rule”)~~Co., ~~The~~LLC. ~~Notification~~As ~~Letter~~of ~~had no immediate effect on~~ the ~~listing~~date ~~or trading~~ of ~~our~~this ~~Common~~prospectus, ~~Stock~~we onhave ~~Nasdaq~~sold ~~and~~4, ~~at this time~~646,045 ~~the~~of ~~Common~~our ~~Stock~~shares ~~will~~of ~~continue~~common stock tofor ~~trade~~total ongross ~~Nasdaq~~proceeds ~~under the~~of ~~symbol~~approximately ~~“ASNS”~~$4.7 ~~The~~million ~~Notification~~under ~~Letter provided that we have 180 calendar days, or until November 10, 2025, to regain compliance with~~ the ~~Bid~~ATM ~~Price Rule~~Agreement.

OnWe also ~~August~~intend ~~19,~~to ~~2025,~~apply weour ~~received written~~Common ~~notice~~Stock ~~from~~for up-listing back onto the Nasdaq ~~stating that,~~Capital ~~due~~Market. We do not currently meet all of the requirements for initial listing and may not meet all of the requirements for uplisting in the future. We are working to meet all of the ~~Company’s~~requirements for ~~non-compliance~~initial ~~with~~listing in order to be approved to list our Common Stock on the ~~Minimum~~Nasdaq ~~Shareholders’~~Capital ~~Equity~~Market ~~Requirement~~in the future and expect that a reverse asstock split will be necessary for us to meet the minimum bid price and/or minimum closing stock price requirements of ~~June~~Nasdaq. 30On April 13, ~~2025~~2026, ~~and~~we ~~because,~~received ~~pursuant~~shareholder toapproval ~~Listing~~at ~~Rule~~a ~~5815(d)(4)(B),~~special ~~the~~meeting ~~Company~~of ~~remained~~our ~~subject~~shareholders to conduct a ~~mandatory~~reverse ~~hearing~~split ~~panel~~of ~~monitor~~our Common Stock at ~~through~~a ~~August~~ratio ~~27,~~between 1-for-10 and 1-for-2025, ~~the~~for ~~Company’s~~a ~~securities~~period ~~were~~of ~~subject~~one toyear ~~delisting~~ from ~~Nasdaq~~the ~~unless~~date of the ~~Company~~special ~~timely~~meeting. ~~requests~~We amay ~~hearing~~not be able to meet the ~~before~~initial listing standards of the Nasdaq ~~Hearing~~Capital ~~Panel~~Market ~~(the~~even ~~“Panel”).~~after ~~The~~a ~~Company~~reverse ~~has~~stock ~~its~~split, ~~hearing~~we ~~with~~may ~~the~~meet ~~Panel~~such onlisting ~~September~~standards 30without having to affect a reverse stock split, ~~2025~~and/or may have our application to Nasdaq rejected.

~~At the hearing,~~Issuer ~~the~~Purchases ~~Company~~of ~~presented its plan to evidence compliance with the~~ Equity ~~Rule and all other applicable criteria for continued listing on The Nasdaq Capital Market, and requested to remain listed subject to its plan to regain compliance.~~Securities

On November ~~October 28~~17, ~~2025~~2022, the Company’s board of directors (the “Board”) authorized a stock repurchase program (the “Repurchase Program”) pursuant to which we ~~received~~may repurchase up to $1.0 million of outstanding shares of our Common Stock. The Board authorized aus ~~listing~~to ~~decision~~purchase our Common Stock from ~~Nasdaq~~time ~~notifying~~to ustime 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 10b-18 of the ~~Panel~~Exchange ~~determined~~Act, ~~that~~and other applicable legal requirements. On March 18, 2026, the ~~Company~~Board ~~evidenced~~authorized ~~compliance~~an ~~with~~expansion of the ~~Shareholders’~~Repurchase Program, such that the maximum aggregate purchase ~~Equity~~price ~~Requirement~~under the program will now be $1.5 million.

~~The~~Repurchases under ~~Panel~~the ~~also~~Repurchase ~~granted~~Program ~~the Company~~will be made at management’s ~~request~~discretion ~~for~~at ~~continued~~prices ~~listing~~management onconsiders ~~The~~to ~~Nasdaq~~be ~~Capital~~attractive ~~Market,~~and ~~pursuant~~in tothe best aninterests ~~exception~~of ~~through~~both ~~December~~the 5,Company ~~2025~~and its stockholders, subject to ~~regain compliance~~the ~~with~~availability ~~the~~of ~~bid~~stock, ~~price~~general ~~requirement~~market ~~set~~conditions, ~~forth~~the intrading price ~~Nasdaq~~of ~~Listing~~the ~~Rule~~stock, ~~5550(a)(1).~~alternative Inuses ~~order~~for tocapital, ~~evidence~~and ~~compliance~~our ~~with~~financial ~~the~~performance. ~~bid~~The ~~price requirement,~~Repurchase ~~the~~Program ~~Company~~may ~~must~~be ~~evidence~~suspended, aterminated, or ~~closing~~modified ~~bid~~at ~~price~~any oftime atfor ~~least~~any ~~$1.00~~reason, ~~per~~including ~~share~~market ~~for~~conditions, athe ~~minimum~~cost of 10repurchasing shares, ~~but~~the ~~generally~~availability ~~not~~of ~~more than~~alternative 20investment opportunities, ~~consecutive~~liquidity, ~~business~~and ~~days~~other factors deemed appropriate. OnThese ~~November~~factors 7,may ~~2025,~~also weaffect ~~held~~the atiming ~~special~~and ~~meeting~~amount of ~~shareholders~~share repurchases. ~~where~~The ~~our~~Repurchase ~~shareholders~~Program ~~approved,~~does ~~among~~not ~~other things,~~obligate ~~the~~us ~~Reverse~~to ~~Split~~purchase any particular number of shares. ~~The~~As ~~Reverse~~of ~~Split~~the ~~was~~date ~~effected~~of onthis ~~November~~filing, the 18Company repurchased 2,674,709 ~~2025~~shares of its Common Stock.

OnTerm-sheet ~~December~~and 3,Memorandum ~~2025,~~of ~~the~~Understanding ~~Company received formal notice from Nasdaq that the Company has regained compliance~~ with ~~the Bid Price Rule and evidenced compliance with all other applicable criteria for continued listing on Nasdaq. Accordingly, the previously disclosed listing matter has been closed.~~Exaware

~~The~~As ~~Company~~previously ~~will~~disclosed ~~remain~~on ~~subject~~its toCurrent aReport ~~one-year~~on ~~“Panel~~Form ~~Monitor”,~~8-K asfiled ~~contemplated~~on byMarch ~~Nasdaq~~24, ~~Listing Rule 5815(d)(4)(A)~~2026, ~~through~~on ~~December 5~~March 24, 2026., Ifthe ~~during~~Company ~~that~~entered ~~period~~into ~~the~~a ~~Company~~binding term ~~fails~~sheet to ~~satisfy~~acquire ~~any~~100% of the ~~criteria~~issued ~~for~~and ~~continued~~outstanding ~~listing~~shares onof ~~Nasdaq,~~Exaware ~~the~~Routing ~~Staff may not grant the Company additional time to regain compliance~~Ltd. ~~Rather~~(“Exaware”), ~~Nasdaq~~an ~~will~~Israel-based ~~issue~~provider of ahigh-throughput ~~delist~~routing, ~~determination~~switching, ~~which~~and ~~the~~open ~~Company~~networking ~~may~~platforms, ~~address~~in byan ~~requesting a~~all-stock ~~new~~transaction ~~hearing before~~ (the ~~Nasdaq~~“Term ~~Hearings Panel~~Sheet”).

September 2025 Warrant Inducement

On September 2, 2025, we entered into an inducement agreement (the “Inducement Letter”) with a certain holder (the “Holder”) of certain of the Company’s existing warrants to purchase an aggregate of 427,020 shares of the Company’s common stock, consisting of (i) 127,119 warrants issued on December 20, 2023 with an expiration date of June 20, 2029 at an exercise price of $11.8 per share (ii) 99,967 warrants issued on June 6, 2024 with an expiration date of December 6, 2029 at an exercise price of $20.0 per share and (iii) 199,934 warrants issued on July 2, 2024 with an expiration date of July 2, 2026 at an exercise price of $17.5 per share (the “Existing Warrants”).

~~Pursuant~~On June to16, ~~the Inducement Letter~~2026, the ~~Holder~~Company ~~agreed~~and toExaware ~~exercise~~entered ~~for~~into ~~cash~~a ~~the~~Memorandum ~~Existing~~of ~~Warrants~~Understanding to(“MOU”), ~~purchase~~pursuant anto ~~aggregate~~which ofthey ~~427,020~~mutually agreed ~~shares~~to ofterminate the ~~Company’s common~~Term ~~stock~~Sheet atand areplace ~~reduced~~it ~~exercise~~with ~~price~~a ofbusiness ~~$3.7~~and ~~per~~commercial ~~share~~collaboration inbetween ~~consideration of~~ the ~~Company’s~~companies. ~~agreement~~In toaccordance ~~issue new common stock~~with ~~purchase~~the ~~warrants~~MOU, (the ~~“New~~Company ~~Warrants”),~~and asExaware ~~descried~~agreed ~~below~~that, tonotwithstanding ~~purchase~~the uptermination ~~to an aggregate~~ of ~~640,530 shares of~~ the ~~Company’s common~~Term ~~stock~~Sheet, (the ~~“New~~parties ~~Warrant~~wish ~~Shares”)~~to atpursue anmutually beneficial ~~exercise~~commercial ~~price~~and ofoperational ~~$3.7~~collaboration ~~per~~opportunities ~~share.~~and ~~The~~continue ~~Company~~to ~~received~~develop ~~aggregate gross proceeds of approximately $1.6 million from~~ the ~~exercise~~strategy of ~~the~~their ~~Existing~~business ~~Warrants~~partnership while by the ~~Holder,~~Company ~~before~~works ~~deducting~~toward ~~financial~~relisting ~~advisory~~on ~~fees~~a ~~and~~national ~~other offering~~securities ~~expenses payable by the Company~~exchange.

~~Rodman & Renshaw LLC and~~The ~~H.C.~~MOU ~~Wainwright~~sets &forth ~~Co., LLC (“Wainwright”) acted as financial advisors to~~ the Company in connection with the transactions contemplated by the Inducement Letter. Pursuant to an engagement letter with Wainwright, the Company has agreed to pay the financial advisors a cash fee equal to 7.0% of the aggregate gross proceeds received from the Holderparties’s ~~exercise~~mutual ofunderstanding ~~the~~regarding ~~Existing Warrants, as well as~~ a ~~management~~framework ~~fee~~for ~~equal~~cooperation toand ~~1.0%~~collaboration ~~of the gross proceeds from the exercise of the Existing Warrants~~ and ~~$25,000~~their ~~paid~~intention ~~for non-accountable expenses.~~to ~~The~~revisit ~~Company has also agreed to issue to~~ the ~~financial~~potential ~~advisors~~transaction ortoward ~~their designees warrants (~~the ~~“Inducement~~end ~~Placement Agent Warrants”) to purchase up to 29,891 shares~~ of ~~common stock (representing 7.0% of the Existing Warrants being exercised)~~2026, ~~which~~subject ~~will have the same terms as the New Warrants having a term of five years of Stockholder Approval (as defined below) except the Inducement Placement Agent Warrants will have an exercise price equal~~ to ~~$4.625~~then-prevailing ~~per~~circumstances ~~share~~and ~~(125%~~mutual ~~of the exercise price of the Existing Warrants)~~agreement.

The New Warrants have an exercise price equal to $3.7 per share. The New Warrants will be exercisable from the effective date (the “Warrant Stockholder Approval Date”) of shareholder approval (“Stockholder Approval”), until (i) the five-year anniversary of such date for 340,629 of the New Warrants and (ii) the twenty-four-month anniversary of such date for 299,901 of the New Warrants. The exercise price and number of New Warrant Shares issuable upon exercise of the New Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, subsequent rights offerings, pro rata distributions, reorganizations, or similar events affecting the Company’s common stock and the exercise price. On November 7, 2025, the Warrant Stockholder Approval was obtained in a special meeting of our shareholder, resulting in the Warrant Stockholder Approval Date being such date.

The closing of the transactions contemplated pursuant to the Inducement Letter occurred on September 3, 2025.

Provided that the Inducement Letter prohibited the Company from entering into an agreement to effect any issuance by the Company involving a variable rate transaction, the Holder agreed to waive such prohibition with respect to the transactions contemplated by the ELOC Purchase Agreement as described below, and signed an amendment to the Inducement Letter on October 9, 2025. Pursuant to such amendment, the Company issued to the Holder 10,000 warrants to purchase shares of common stock of the Company on similar terms as the Series A-1 Warrants.

Equity Line of Credit Agreement

On September 27, 2025, we entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”), with an effective date of October 1, 2025, and a related registration rights agreement (the “White Lion RRA”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to $30,000,000 in aggregate gross purchase price (the “Commitment Amount”) of newly issued shares of the Company’s Common Stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.

The Company is obligated under the Common Stock Purchase Agreement and the White Lion RRA to file a registration statement (the “Resale Registration Statement”) with the SEC to register the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), for the resale by White Lion of shares of Common Stock that the Company may issue to White Lion under the Common Stock Purchase Agreement and to register the Commitment Shares (as defined below) within five business days of the date of the Common Stock Purchase Agreement.

The maximum number of shares issuable under the Common Stock Purchase Agreement is subject to the Exchange Cap.

The Company has agreed to call a special meeting of its shareholders (the “Special Meeting”) to obtain shareholder approval for the issuance of Common Stock under the Common Stock beyond the Exchange Cap (“Shareholder Approval”) within 120 days of October 1, 2025. If the Company fails to call the Special Meeting within this timeframe, it shall pay liquidated damages to White Lion, as more fully described in the Common Stock Purchase Agreement. In the event Shareholder Approval is not obtained at the Special Meeting, the Company is obligated to call an additional Special Meeting every ninety (90) days thereafter, for a total period of 360 days, until Shareholder Approval is obtained.

As consideration for White Lion’s irrevocable commitment to purchase the Company’s Common Stock up to the Commitment Amount, the Company agreed to issue shares of Common Stock to White Lion (the “Commitment Shares”) equal to $750,000 (the “Commitment Fee Amount”) divided by the lowest traded price of the Company’s common stock during the 30 business days prior to the issuance of the Commitment Shares.

If at any point during the term of the Common Stock Purchase Agreement the Company fails 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”). The Delisting Penalty Provision shall automatically be waived on the date that is six (6) months after the later of (A) the date on which Shareholder Approval is Obtained and (B) the date on which the Resale Registration Statement has been declared effective by the SEC.

Subject to the satisfaction of certain customary conditions including, without limitation, the effectiveness of a registration statement registering the shares issuable pursuant to the Common Stock Purchase Agreement, the Company’s right to sell shares to White Lion will commence on October 1, 2025 and extend until October 1, 2028, unless the Company has exercised its right in full to sell shares to White Lion under the Common Stock Purchase Agreement prior to such date (the period beginning on the effective date and ending on the earlier of such dates, the “Commitment Period”). During such term, subject to the terms and conditions of the Common Stock Purchase Agreement, the Company shall notify (such notice, a “Purchase Notice”) White Lion when the Company exercises its right to sell shares (the effective date of such notice, a “Notice Date”). The Purchase Notice may be a Regular Purchase Notice or a Rapid Purchase Notice, each as described below.

The number of shares sold pursuant to any such notice may not exceed 40% of the Average Daily Trading Volume for the common stock traded on Nasdaq immediately preceding receipt of the applicable Purchase Notice, and can be increased at any time at the sole discretion of White Lion, up to 9.99% of the outstanding shares of the Company.

Under a Regular Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal 97.5% multiplied by the lower of the (i) lowest daily VWAP of the Common Stock during the Regular Purchase Valuation Period (as such term is defined in the Common Stock Purchase Agreement) or (ii) the closing price of the Common Stock one business day prior to the delivery of the Regular Purchase Notice.

Under a Rapid Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal (i) the lowest traded price of the Common Stock on the Rapid Purchase Notice Date with respect to Rapid Purchase Price Option 1; or (ii) 99% multiplied by the lowest traded price of the Common Stock two hours following written confirmation of the acceptance of the Rapid Purchase Notice by White Lion with respect to Rapid Purchase Price Option 2.

The Company may terminate the Common Stock Purchase Agreement at any time, which shall be effected by written notice being sent by the Company to White Lion. In addition, the Common Stock Purchase Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period or (ii) the date that, pursuant to or within the meaning of any bankruptcy law, the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors. Certain provisions of the Common Stock Purchase Agreement survive termination, as described more fully in the text of the agreement.

Concurrently with the execution of the Common Stock Purchase Agreement, the Company entered into the White Lion RRA with White Lion in which the Company has agreed to register the shares of Common Stock purchased by White Lion under the Common Stock Purchase Agreement with the SEC for resale within 30 days of the execution date of the White Lion RRA. The White Lion RRA also contains usual and customary damages provisions for failure to have the registration statement declared effective by the SEC within the time periods specified therein.

The Common Stock Purchase Agreement and the White Lion RRA contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Private Placement

Concurrently on September 27, 2025, the Company entered into a securities purchase agreement (the “PIPE Purchase Agreement”) with White Lion, pursuant to which the Company agreed to issue and sell to White Lion in a private placement (the “Offering”) (i) 87,177 shares (the “Shares”) of Common Stock, and (ii) pre-funded warrants to purchase up to 312,823 shares of Common Stock (the “Pre-Funded Warrants”) for a purchase price of $2.125 per share of Common Stock and $2.124 per Pre-Funded Warrant, for a total aggregate gross proceeds of approximately $850,000. The Offering closed on September 29, 2025.

The Company had a right to redeem 48,826 of the shares of Common Stock at a redemption price of $0.001 per share. The Company and White Lion have agreed that, in lieu of such redemption, on October 20, 2025, the Company reduced the number shares issuable pursuant upon exercise of the Pre-Funded Warrants by 48,826 shares, to 263,997.

The Pre-Funded Warrants are immediately exercisable at an exercise price of $0. 001 per share of Common Stock and will not expire until exercised in full. However, the Company may not issue a number of shares of Common Stock pursuant to exercise of the Pre-Funded Warrants in an amount that will not exceed the Exchange Cap when combined with the number of Shares issued in the Offering, before shareholder approval for further issuance beyond the Exchange Cap is obtained. The Company intends to obtain such shareholder approval concurrently with the Shareholder Approval required for the issuance of shares of Common Stock under the Common Stock Purchase Agreement beyond the Exchange Cap.

The obligation to file the Resale Registration Statement described above also covers the registration of the shares of Common Stock and shares underlying the Pre-Funded Warrants issued pursuant to the PIPE Purchase Agreement.

Corporate Information

We were incorporated in Delaware in 1998. We completed our initial public offering on May 17, 2022, and our common stock is currently listed on the Nasdaq Capital Market under the symbol “ASNS.” Our principal executive offices are located at 710 Lakeway Drive, Suite 200, Sunnyvale, CA 94085, and our telephone number is (510)-545-1040. The information contained on our website and available through our website is not incorporated by reference into and should not be considered a part of this prospectus, and the reference to our website in this prospectus is an inactive textual reference only.

This prospectus contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Implications of Being a Smaller Reporting Company and Emerging Growth Company

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements and reduced disclosure obligations regarding executive compensation. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ~~common~~Common ~~stock~~Stock held by non-affiliates does not equal or exceed $250 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100 million during such completed fiscal year and the market value of our ~~common~~Common ~~stock~~Stock held by non-affiliates did not equal or exceed $700 million as of the prior June 30th. To the extent we take advantage of any reduced disclosure obligations, it may make the comparison of our financial statements with other public companies difficult or impossible.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we are exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Act.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We may remain an “emerging growth company” until as late as December 31, 2027, the fiscal year-end following the fifth anniversary of the completion of our IPO, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (1) we have more than $1.07 billion in annual net revenues in any fiscal year, (2) we become a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year, or (3) we issue more than $1.0 billion of non-convertible debt over a three-year period. References herein to “emerging growth company” are to its meaning under the Securities Act, as modified by the JOBS Act.

THE OFFERING

Issuer		Actelis Networks Inc.
Shares of Common Stock currently outstanding		25,836,000 shares of Common Stock.
Common stock		Up to 1,639,344 shares of common stock on a best-efforts basis based on an assumed public offering price of $3.05 per share and accompanying common warrant (the last reported sale price of our shares of common stock on the Nasdaq on December 9, 2025).
Securities offered by the selling stockholder		Up to (i) 6,000,000 shares of Common Stock that we may elect, in our sole discretion, to issue and sell to White Lion, from time to time from and after the commencement date under the ELOC Purchase Agreement, and subject to applicable stock exchange rules, (ii) 3,000,000 shares of Common Stock issuable to White Lion as Amendment Commitment Shares, (iii) 3,850,000 shares of Common Stock issuable to White Lion upon exercise of Amendment Commitment Pre-Funded Warrants, and (iv) 3,000,000 shares of Common Stock issuable to White Lion upon exercise of Amendment Commitment Common Warrants.
Common stock outstanding prior to this offering		1,747,844 shares of common stock.
Selling Stockholder		All of the shares of our Common Stock are being offered by the selling stockholder. See “Selling Stockholder” on page 11 of this prospectus for more information on the selling stockholder.
Common stock outstanding after this offering		3,387,188 shares of common stock (assuming no exercise of the common warrants and placement agent warrants).
Plan of Distribution		The selling stockholder will determine when and how it will sell the Common Stock covered by this prospectus. See the “Plan of Distribution” section of this prospectus.
Pre-funded warrants		We are also offering to those purchasers, if any, whose purchase of our shares in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares immediately following the consummation of this offering, the opportunity, in lieu of purchasing shares, to purchase pre-funded warrants to purchase shares of common stock. Each pre-funded warrant will be immediately exercisable for one share at any time at the option of the holder until such pre-funded warrant is exercised in full, provided that the holder will be prohibited from exercising pre-funded warrants for shares if, as a result of such exercise, the holder, together with its affiliates and certain related parties, would own more than 4.99% (or, at the election of the purchaser, 9.99%) of the total number of shares then issued and outstanding. The assumed purchase price of each pre-funded warrant and accompanying common warrant is $3.0499 (which is equal to the assumed combined public offering price per share and common warrant to be sold in this offering minus $0.0001, the exercise price per share of each pre-funded warrant). For each pre-funded warrant we sell, the number of shares we are offering will be decreased on a one-for-one basis. This offering also relates to the shares issuable upon exercise of any pre-funded warrants sold in this offering. See “Description of Securities We Are Offering” for more information.
Use of Proceeds		We are not selling any securities under this prospectus, and will not receive any proceeds from the sale of Common Stock by the selling stockholder pursuant to this prospectus. We may receive up to $30.0 million in aggregate gross proceeds from White Lion under the ELOC Purchase Agreement in connection with sales of the shares of our Common Stock pursuant to the ELOC Purchase Agreement after the date of this prospectus. However, the actual proceeds from White Lion may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold.
Common Warrants		Up to 1,639,344 common warrants consisting. Each share and each pre-funded warrant will be sold together with a common warrant. Each common warrant will have an exercise price of $ per share. The common warrants will be exercisable on the Warrant Stockholder Approval Date, provided that if the Pricing Conditions are met, the common warrants will be exercisable immediately. The common warrants will expire on the 5th anniversary of the Warrant Stockholder Approval Date, provided that if the Pricing Conditions are met, the common warrants will expire on the five-year anniversary of the date of issuance. Because we will issue one common warrant for each share and for each pre-funded warrant sold in this offering, the number of common warrants sold in this offering will not change as a result of a change in the mix of shares and pre-funded warrants sold. This offering also relates to the shares issuable upon exercise of any common warrants sold in this offering. See “Description of Securities We Are Offering” for more information.
Risk Factors		See “Risk Factors” and other information appearing elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our securities.
Reverse Share Split		On November 18, 2025, we completed the Reverse Split of our outstanding shares of common stock, at a ratio of 10-for-1. Except where otherwise indicated, other than in the historical financial statements and related notes incorporated by reference into this prospectus, all share and per share data in this prospectus have been retroactively restated to reflect the Reverse Split.
Listings		Our Common Stock is listed on the OTCQB Venture Market under the symbol “ASNS.”
Use of proceeds		Assuming the maximum number of common stock are sold in this offering at an assumed public offering price of $3.05 per share and accompanying common warrant, which represents the closing price of our common stock on Nasdaq on December 9, 2025, and assuming no issuance of any pre-funded warrants and no exercise of the common warrants in connection with this offering, we estimate the net proceeds of the offering will be approximately $4.46 million, after deducting the placement agent fees and estimated offering expenses payable by us. However, this is a best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, and we may not sell all or any of these securities offered pursuant to this prospectus; as a result, we may receive significantly less in net proceeds. We currently intend to use the net proceeds from this offering for general corporate purposes. Pending such uses, we intend to invest the net proceeds in bank deposits. We have not determined the amount of net proceeds to be used specifically for such purposes. As a result, our management will have broad discretion in the application of the net proceeds of this offering. See “Use of Proceeds” for additional information.

This prospectus gives effect to a 10-for-1 reverse share split of our issued and outstanding shares of Common Stock (the “Reverse Split”), which was effected on November 18, 2025. Except where otherwise indicated, other than in the historical financial statements and related notes incorporated by reference into this prospectus, all share and per share data in this prospectus have been retroactively restated to reflect the Reverse Split.

Corporate Information

We were incorporated in Delaware in 1998. We completed our initial public offering on May 17, 2022, and our Common Stock is currently listed on the OTCQB Venture Market under the symbol “ASNS.” Our principal executive offices are located at 710 Lakeway Drive, Suite 200 Sunnyvale, CA 94085, and our telephone number is (510)-545-1040. The information contained on our website and available through our website is not incorporated by reference into and should not be considered a part of this prospectus, and the reference to our website in this prospectus is an inactive textual reference only.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risk factors set forth in our most recent Annual Report on Form 10-K on file with the SEC, which is incorporated by reference into this prospectus, as well as the following risk factors, which supplement or augment the risk factors set forth in our Annual Report on Form 10-K. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties not presently known to us or that we currently deem immaterial may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment.

It is not possible to predict the actual number of Common Stock we will sell under the ELOC Purchase Agreement to the selling stockholder, or the actual gross proceeds resulting from those sales.

Subject to certain limitations in the ELOC Purchase Agreement and compliance with applicable law, we have the discretion to deliver notices to the selling stockholder at any time throughout the term of the ELOC Purchase Agreement. It is anticipated that shares offered to the selling stockholder in this offering will be sold over a period until 36 months from the Commencement Date (as defined below), at the latest. The number of shares ultimately offered for sale to the Selling Stockholder under this prospectus is dependent upon the number of shares we elect to sell to selling stockholder under the ELOC Purchase Agreement. The actual number of Common Stock that are sold to the selling stockholder may depend based on a number of factors, including the market price of our Common Stock during the sales period. Actual gross proceeds may be less than $30.0 million, which may impact our future liquidity. Because the price per share of each share sold to the selling stockholder will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the actual gross proceeds to be raised in connection with those sales, if any.

Furthermore, if we elect to issue and sell to White Lion more than the 6,000,000 shares of Common Stock that are registered for resale by White Lion hereunder pursuant to the ELOC Purchase Agreement, we must first file with the SEC one or more additional registration statements to register under the Securities Act for resale by White Lion such additional Common Stock we wish to sell from time to time under the ELOC Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional Common Stock to White Lion under the ELOC Purchase Agreement.

The issuance of Common Stock to the Selling Stockholder pursuant to the ELOC Purchase Agreement may cause substantial dilution to our existing shareholders, and the sale of such shares acquired by the Selling Stockholder could cause the price of our Common Stock to decline.

We are registering for resale by the selling stockholder up to 15,850,000 shares of Common Stock. The selling stockholder may ultimately purchase all, some, or none of the Common Stock issuable pursuant to the ELOC Purchase Agreement that is the subject of this prospectus. After the selling stockholder has acquired shares under the ELOC Purchase Agreement, it may sell all, some, or none of those shares. Sales to the selling stockholder by us pursuant to the ELOC Purchase Agreement under this prospectus may result in substantial dilution to the interests of other holders of our Common Stock.

The sale of a substantial number of shares to the selling stockholder in this offering, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise desire. The number of Common Stock ultimately offered for resale by the selling stockholder under this prospectus is dependent upon the number of Common Stock issued to the selling stockholder pursuant to the ELOC Purchase Agreement. Depending on a variety of factors, including market liquidity of our Common Stock, the issuance of shares to the selling stockholder may cause the trading price of our Common Stock to decline.

We have broad discretion in the use of the net proceeds we receive from the sale of shares to the Selling Stockholder and may not use them effectively.

Our management will have broad discretion in the application of the proceeds we receive from the selling stockholder pursuant to sales of Common Stock under the ELOC Purchase Agreement, if any, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether our management is using the proceeds appropriately. Because of the number and variability of factors that will determine our use of our proceeds from the selling stockholder, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our Common Stock to decline. Pending their use, we may invest the proceeds from the selling stockholder in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our shareholders.

Our Common Stock is quoted on the OTCQB, which may limit the liquidity and price of our Common Stock more than if our Common Stock were listed on The NASDAQ Stock Market or another national exchange.

On February 4, 2026, the Company received Notice from the Listing Qualifications Department of Nasdaq indicating that the Staff had determined to delist the Company’s securities from The Nasdaq Capital Market. As disclosed in the Notice, the Staff determined that the Company’s Common Stock failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, in violation of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). While companies are typically afforded a 180-calendar-day compliance period to comply with the Nasdaq Listing Rule, the Staff concluded that the Company is not eligible for the compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) due to the fact that the Company effected a reverse stock split within the prior one-year period, specifically a 1-for-10 reverse stock split on November 18, 2025, and therefore was subject to immediate delisting.

The Company requested an appeal hearing, which stayed the suspension and delisting action. At the appeal hearing, the Company presented to the Nasdaq Hearings Panel its plan to regain compliance with the Bid Price Rule.

On April 8, 2026, Nasdaq delivered a letter to the Company confirming to the Company that it had denied the Company’s request for continued listing and therefore that trading of the Company’s Common Stock, would be suspended at the open of trading on April 10, 2026.

On April 24, 2026, the Company announced that it had commenced trading on the OTCQB Venture Market operated by OTC Markets Group, effective at the open of business on April 24, 2026. The Company’s Common Stock continues to trade under the symbol “ASNS.”

The OTCQB is a significantly more limited market than the Nasdaq Capital Market, and quotation on any OTC market will result in a less liquid market for existing and potential holders of Common Stock to trade their shares and could further depress the trading price of the Common Stock. We can provide no assurance that the Common Stock will continue to trade on this market, whether broker-dealers will provide and continue to provide public quotes of the Common Stock on this market, or whether the trading volume of the Common Stock will be sufficient to provide for an efficient trading market. Delisting from Nasdaq could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities, as well as a limited amount of news and analyst coverage of us. Delisting could also result in a determination that our shares of Common Stock are a “penny stock,” which would require brokers trading in our shares of Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary market for our shares of Common Stock.

We also intend to apply to list our Common Stock for up-listing back onto the Nasdaq Capital Market. We do not currently meet all of the requirements for initial listing, and may not meet all of the requirements for uplisting in the future. We hope to list our Common Stock on the Nasdaq Capital Market in the future and expect that a reverse stock split will be necessary for us to meet the minimum bid price and/or minimum closing stock price requirements of Nasdaq. We may not be able to meet the initial listing standards of the Nasdaq Capital Market, even after a reverse stock split, may meet such listing standards without having to affect a reverse stock split, and/or may have our application to Nasdaq rejected.

USE OF PROCEEDS

We will not receive any proceeds from the sale of Common Stock by the selling stockholder pursuant to this prospectus. We may receive up to $30.0 million in aggregate gross proceeds from White Lion under the ELOC Purchase Agreement in connection with sales of the shares of our Common Stock pursuant to the ELOC Purchase Agreement after the date of this prospectus. However, the actual proceeds from White Lion may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold.

The selling stockholder will pay any underwriting fees, discounts, selling commissions, stock transfer taxes, and certain legal expenses incurred by it in disposing of its shares of Common Stock, and we will bear all other costs, fees, and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees, and fees and expenses of our counsel and our independent registered public accountants.

THE WHITE LION TRANSACTION

Equity Line of Credit Agreement

On September 27, 2025, we entered into the ELOC Purchase Agreement, with an effective date of October 1, 2025 (the “Commencement Date”), and the registration rights agreement (the “White Lion RRA”) with White Lion. Pursuant to the ELOC Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to $30,000,000 (the “Commitment Amount”) in aggregate gross purchase price of newly issued shares of the Company’s Common Stock for the 36-month period beginning on the Commencement Date, subject to certain limitations and conditions set forth in the ELOC Purchase Agreement.

The Company is obligated under the ELOC Purchase Agreement and the White Lion RRA to file a registration statement (the “Resale Registration Statement”) with the SEC to register the Common Stock under the Securities Act, for the resale by White Lion of shares of Common Stock that the Company may issue to White Lion under the ELOC Purchase Agreement and to register the Commitment Shares within five (5) business days of the date of the ELOC Purchase Agreement.

The maximum number of shares issuable under the ELOC Purchase Agreement was equal to 19.99% of the Company’s outstanding Common Stock as of the Commencement Date (the “Exchange Cap”) until shareholder approval of issuances above the Exchange Cap was obtained. Shareholder approval of issuances above the Exchange Cap was obtained on April 13, 2026.

As consideration for White Lion’s irrevocable commitment to purchase the Company’s Common Stock up to the Commitment Amount, the Company agreed to issue Commitment Shares equal to the Commitment Amount of $750,000 divided by the lowest traded price of the Company’s Common Stock during the 30 business days prior to the issuance of the Commitment Shares.

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”). The Delisting Penalty Provision shall automatically be waived on the date that is six (6) months after the later of (A) the date on which White Lion Shareholder Approval is obtained and (B) the date on which the Resale Registration Statement has been declared effective by the SEC.

Subject to the satisfaction of certain customary conditions including, without limitation, the effectiveness of a registration statement registering the shares issuable pursuant to the ELOC Purchase Agreement, the Company’s right to sell shares to White Lion will commence on the Commencement Date and extend until 36 months through the Commitment Period, unless the Company has exercised its right in full to sell shares to White Lion under the ELOC Purchase Agreement prior to such date. During such term, subject to the terms and conditions of the ELOC Purchase Agreement, the Company shall notify White Lion through a purchase notice (“Purchase Notice”) when the Company exercises its right to sell shares (the effective date of such notice, a “Notice Date”). The Purchase Notice may be a Regular Purchase Notice or a Rapid Purchase Notice, each as described below.

The number of shares sold pursuant to any such notice may not exceed 40% of the Average Daily Trading Volume (as such term is defined in the ELOC Purchase Agreement) for the Common Stock traded on Nasdaq immediately preceding receipt of the applicable Purchase Notice, and can be increased at any time at the sole discretion of White Lion.

Nasdaq ticker symbol		Our shares of common stock are listed on the Nasdaq under the symbol “ASNS”. There is no established public trading market for the common warrants and pre-funded warrants being offered and we do not expect a market to develop. Without an active trading market, the liquidity of those warrants will be limited. In addition, we do not intend to list the pre-funded warrants or the common warrants on The Nasdaq Capital Market, any other national securities exchange or any other trading system.
Best efforts offering		We have agreed to offer and sell the securities offered hereby to the purchasers through the Placement Agent. The Placement Agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but it will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. See “Plan of Distribution” on page 36 of this prospectus.
Risk factors		Before investing in our securities, you should carefully read and consider the information set forth in “Risk Factors” beginning on page 10.

The ELOC Purchase Agreement prohibits the Company from directing White Lion to purchase any shares if those shares, when aggregated with all other shares then beneficially owned by White Lion (as calculated pursuant to Section 13(d) of the Exchange Act would result in White Lion beneficially owning more than 4.99% of the outstanding Common Stock. The beneficial ownership limitation may be increased or decreased by White Lion to any other percentage not in excess of 9.99% upon notice to the Company.

~~The~~Under a ~~number~~Regular ofPurchase Notice, the ~~common~~purchase ~~stock~~ price to be ~~outstanding~~paid ~~immediately~~by ~~after~~White ~~this~~Lion ~~offering~~for asany ~~shown~~such ~~above~~shares ~~assumes~~will ~~that~~equal ~~all~~97.5% ofmultiplied by the ~~common~~lower ~~stock~~of the ~~offered~~(i) ~~hereby~~lowest ~~are~~daily ~~sold~~VWAP ~~and~~(as such term is ~~based on~~defined ~~1,747,844 shares~~in the ELOC Purchase Agreement) of ~~common~~the ~~stock~~Common ~~issued~~Stock ~~and~~during ~~outstanding~~the Regular Purchase Valuation Period (as such term is defined in the ELOC Purchase Agreement) or (ii) the closing price of ~~December~~the 9,Common ~~2025.~~Stock ~~This~~one ~~number~~business ~~excludes:~~day prior to the delivery of the Regular Purchase Notice.

●Under a ~~731~~Rapid ~~common~~Purchase ~~stock~~Notice, the purchase ~~warrants~~price ~~issued~~ to ~~investors~~be paid by White Lion for any such shares will equal (i) the lowest traded price of the Common Stock on the Rapid Purchase Notice Date (as such term is defined in ~~August~~the ~~2016~~ELOC Purchase Agreement) with anrespect ~~exercise~~to Rapid Purchase Price Option 1; or (ii) 99% multiplied by the lowest traded price of ~~$102.7~~the ~~per~~Common ~~share;~~Stock two hours following written confirmation of the acceptance of the Rapid Purchase Notice by White Lion with respect to Rapid Purchase Price Option 2.

●In the 2event the Company was delisted from the Nasdaq Capital Market,~~949~~ ~~common~~White ~~stock~~Lion ~~purchase~~would ~~warrants~~only ~~issued~~be obligated to ~~investors~~make inany ~~May~~Purchase ~~2022~~Notices ~~with~~at a anvalue ~~exercise~~equal ~~price~~to of $~~500.~~0.0001 per share; of Common Stock (the “Delisting Purchase Notice Mechanism”). On April 10, 2026, the Company was delisted from the Nasdaq Capital Market triggering the Delisting Purchase Notice Mechanism.

●Amendment to ~~6,613~~Equity ~~common~~Line ~~stock purchase warrants issued the Placement Agent in connection with an offering~~ of ~~securities in May 2023 with an exercise price of $46.3 per share;~~Credit

●On July 81,~~898~~ 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 underlying the Amendment Commitment Securities in exchange for White Lion’s right to receive shares of common stock ~~purchase~~under ~~warrants~~the ~~issued~~Commitment Shares provisions and the Delisting Penalty Provision due to the ~~Placement~~Company’s ~~Agent~~delisting from the Nasdaq Capital Market in ~~December~~April ~~2023~~2026. ~~with~~The anAmendment ~~exercise~~Commitment ~~price~~Securities is comprised of (i) ~~$14.8~~3,000,000 ~~per~~Amendment ~~share;~~Commitment Shares, (ii) 3,850,000 Amendment Commitment Pre-Funded Warrants, and (iii) 3,000,000 Amendment Commitment Common Warrants.

●The Amendment ~~6,998~~Commitment ~~common~~Pre-Funded Warrants will have an initial exercise date at the earlier of (i) the effective date of a reverse stock split ~~purchase~~of ~~warrants~~the ~~issued~~Company’s toCommon Stock, and (ii) the ~~Placement~~effective ~~Agent~~date of an increase in ~~June~~the ~~2024~~Company’s ~~with~~authorized anshare count sufficient for the issuance of the shares underlying the Amendment Commitment Pre-Funded Warrants (the “Pre-Funded Warrant Initial Exercise Date”). The exercise price of the Amendment Commitment Pre-Funded Warrants is $340.40001 per share;, and the warrants shall be exercisable from the Pre-Funded Warrant Initial Exercise Date until exercised in full.

●The Amendment ~~6,998~~Commitment ~~common~~Common ~~stock~~Warrants ~~purchase~~will ~~warrants~~have ~~issued~~an toinitial exercise date on the ~~Placement~~date ~~Agent~~on inwhich ~~July~~the ~~2024~~Company ~~with~~successfully lists its Common Stock on an “Eligible Market”, as such term is defined in the Amendment Commitment Common Warrants (the “Common Warrant Initial Exercise Date”). The exercise price of the Amendment Commitment Common Warrants is $~~25.~~0.20 per share;, and the warrants shall be exercisable until the eighteen month anniversary of the Common Warrant Initial Exercise Date.

● 4,059 shares of common stock issuable upon exercise of outstanding share options under our equity incentive plan, at a weighted average exercise price of $36.3;

● 162,602 shares of common stock issuable upon exercise of the Series A-3 Warrants with an exercise price of $6.15 per share;

● 325,204 shares of common stock issuable upon exercise of the Series A-4 Warrants with an exercise price of $6.15 per share;

● 11,382 shares of common stock issuable upon exercise of the July 2025 Placement Agent Warrants with an exercise price of $7.7 per share;

● 640,530 shares of common stock issuable upon exercise of the New Warrants with an exercise price of $ 3.7 per share;

● 29,891 shares of common stock issuable upon exercise of the Inducement Placement Agent Warrants with an exercise price of $4.6 per share;

● 312,823 shares of common stock issuable upon exercise of the Pre-Funded Warrants;

● 174,307 shares of common stock underlying outstanding restricted stock units;

● 14,186 common stock purchase warrants issued to financial institution with an exercise price of $10.6 per share; and

● The number of shares of Common Stock that may be issued or transferred pursuant to awards under the 2025 Plan (the “Plan Share Limit”) will be 16,680

Unless otherwise indicated, all information in this prospectus assumes or gives effect to:

● no exercise of the options or settlement of the RSUs under the 2015 Employee Incentive Plan;

● no sale of any pre-funded warrants in this offering, which, if sold, would reduce the number of shares of common stock that we are offering on a one-for-one basis;

● no exercise of the common warrants;

● no exercise of the placement agent warrants; and

● the Reverse Split effected on November 18, 2025.

~~RISK~~In addition, ~~FACTORS~~pursuant to the ELOC Purchase Agreement Amendment, the Company and White Lion agreed to remove the Delisting Purchase Notice Mechanism and replace it with amended purchase notice mechanisms which will allow the Company to more effectively utilize Purchase Notices under the ELOC Purchase Agreement while the Company remains delisted from the Nasdaq Capital Market.

~~Investing in our securities~~Under ~~involves~~an aamended ~~high~~Rapid ~~degree~~Purchase ofNotice ~~risk.~~Option ~~You~~1, ~~should carefully consider~~ the ~~risks~~purchase ~~and~~price ~~uncertainties~~to ~~described~~be ~~below~~paid ~~together~~by ~~with~~White ~~all~~Lion ofshall ~~the~~mean ~~other information~~(a) ~~contained~~ninety-seven inpercent ~~this~~(97.0%) ~~prospectus~~multiplied by ~~before~~the ~~deciding~~lowest totraded ~~invest~~price ~~in our securities. If any~~ of the ~~events~~Common orStock ~~developments~~on ~~described below~~Rapid ~~were~~Purchase toNotice ~~occur~~Date, ~~our~~minus ~~business,~~(b) ~~prospects,~~$0.005 ~~operating~~(provided ~~results~~that, ~~and~~notwithstanding ~~financial~~anything in ~~condition could suffer materially,~~ the ~~trading~~ELOC ~~price~~Purchase ~~of our~~Agreement ~~common~~to ~~stock~~the ~~could decline~~contrary, ~~and~~if ~~you~~the ~~could~~Company, ~~lose~~at ~~all~~any ortime, ~~part~~combines of(by ~~your~~any ~~investment.~~reverse ~~The~~stock ~~risks~~split, ~~and~~stock ~~uncertainties~~dividend, ~~described below are not~~stock ~~the~~combination, ~~only~~recapitalization, ~~ones~~or weother ~~face.~~similar Wetransaction) ~~also~~one ~~update~~or ~~risk~~more ~~factors~~classes ~~from~~of ~~time~~its tooutstanding ~~time~~Common inStock ~~our~~into ~~periodic~~a ~~reports~~smaller ~~on Forms~~number ~~10-K~~of shares, ~~10-Q and 8-K which will~~ bethe ~~incorporated by reference in this prospectus~~$0.005 ~~Additional~~amount ~~risks~~shall ~~and uncertainties~~ not ~~presently~~be ~~known~~proportionately toincreased us or ~~that~~otherwise ~~we currently believe to be immaterial may also adversely affect our business~~adjusted).

~~Risks~~Under an ~~Related~~amended Rapid Purchase Notice Option 2, the purchase price to ~~Our~~be ~~Business~~paid by White Lion shall mean (a) ninety-seven percent (97.0%) multiplied by the lowest traded price of the Common Stock two hours following the written confirmation of the acceptance of the Rapid Purchase Notice by Investor, 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).

WeUnder an ~~have~~amended Regular Purchase Notice Option, the purchase price to be paid by White Lion shall mean shall mean (a) ~~history~~(i) ninety-seven percent (97.0%) multiplied by the lower of ~~net~~(i) ~~losses~~the lowest daily VWAP of the Common Stock during the Regular Purchase Valuation Period or (ii) the closing price of Common Stock one Business Day prior to the delivery of the applicable Regular Purchase Notice, ~~may~~minus ~~incur~~(b) $0.005 ~~substantial~~(provided ~~net~~that, ~~losses~~notwithstanding anything in the ~~future~~Agreement to the contrary, ~~and~~if ~~may~~the ~~not~~Company, ~~achieve~~at orany ~~sustain~~time, ~~profitability~~combines (by any reverse stock split, stock dividend, stock combination, recapitalization, or ~~growth~~other insimilar ~~future~~transaction) ~~periods.~~one Ifor wemore ~~cannot~~classes ~~achieve~~of its outstanding Common ~~and~~Stock ~~sustain~~into ~~profitability,~~a ~~our~~smaller ~~business,~~number ~~financial~~of ~~condition~~shares, ~~and~~the ~~operating~~$0.005 ~~results~~amount ~~will~~shall not be ~~adversely~~proportionately ~~affected~~increased or otherwise adjusted).

WeThe Company ~~have~~has ~~incurred~~agreed ~~net~~to ~~losses~~not indelivery ~~recent years,~~any ~~and~~Purchase weNotices ~~may~~to ~~not~~White ~~achieve or~~Lion ~~maintain~~until ~~profitability in~~ the ~~future.~~later ~~We experienced a net loss~~ of ~~$5.7~~(x) ~~million~~thirty ~~and~~(30) ~~$2.6~~days ~~million~~from ~~for~~ the ~~nine~~date ~~months~~of ~~ended~~the ~~September 30,~~Amendment ~~2025~~or ~~and~~(y) ~~September 30,~~the ~~2024,~~effectiveness ~~respectively. As a result, we had an accumulated deficit~~ of ~~$50~~this ~~million~~registration ~~as of September 30~~statement, ~~2025. We~~without ~~cannot~~prior ~~predict~~written ~~when~~consent orfrom ~~whether~~White ~~we will reach or maintain profitability~~Lion.

~~We may also increase our~~Finally, ~~operating~~pursuant ~~expenses~~to in the ~~future~~ELOC asPurchase weAgreement ~~continue to invest for our future growth~~Amendment, ~~including~~the ~~expanding~~Company ~~our~~agreed ~~research and development function~~ to ~~drive~~file ~~further~~a ~~development~~Post-Effective ofAmendment our platform, expanding our sales and marketing activities, developing the functionality to expand into adjacent markets, and reaching customers in new geographic locations, which will negatively affect our operating results if our total revenues do not increaseNo. In1 ~~addition~~ to the ~~anticipated~~Existing ~~costs~~Registration Statement to ~~grow~~deregister ~~our~~the ~~business~~10, ~~we also expect to incur significant additional legal~~000, ~~accounting,~~000 ~~and~~Unsold ~~other~~Shares ~~expenses as a newly public company. These efforts~~ and ~~additional~~file ~~expenses~~this ~~may~~new beRegistration ~~more~~Statement ~~costly than we expect, and we cannot guarantee that we will be able~~ to ~~increase~~register ~~our~~the ~~revenues~~Revised toELOC ~~offset~~Shares ~~our operating expenses. Any failure to increase our revenues~~and orthe toAmendment ~~manage~~Commitment ~~our costs as we invest in our business would prevent us from achieving or maintaining profitability~~Securities.

Our shares of common stock could be delisted from the Nasdaq Capital Market if we fail to regain compliance with the Nasdaq’s stockholders’ equity continued listing standards. Our ability to publicly or privately sell equity securities and the liquidity of our shares of common stock could be adversely affected if we are delisted from the Nasdaq Capital Market.

On August 25, 2023, we received a notification letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that we are not in compliance with Nasdaq Listing Rule 5550(b)(1) due to our failure to comply with the Minimum Shareholders’ Equity Requirement or any alternatives to such requirement. In order to maintain our listing on the Nasdaq Capital Market, we submitted a plan of compliance addressing how we intended to regain compliance. On March 27, 2024, we received a delist determination letter from Nasdaq advising us that the Staff had determined to delist our securities from Nasdaq due to non-compliance with the Minimum Shareholders’ Equity Requirement, unless we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”). We timely requested a hearing before the Panel.

On August 27, 2024, we received formal written notice from Nasdaq confirming that we have evidenced compliance with all applicable criteria for continued listing on Nasdaq as set forth in Nasdaq Listing Rule 5550, including the Minimum Shareholders’ Equity Requirement. In accordance with Nasdaq Listing Rule 5815(d)(4)(B), we remained subject to a panel monitor for equity compliance through August 27, 2025.

On May 12, 2025, Nasdaq notified us (the “Notification Letter”) that we were not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires our Common Stock to maintain a minimum bid price of $1.00 per share (the “Bid Price Rule”). The Notification Letter had no immediate effect on the listing or trading of our Common Stock on Nasdaq and, at this time, the Common Stock will continue to trade on Nasdaq under the symbol “ASNS”. The Notification Letter provided that we have 180 calendar days, or until November 10, 2025, to regain compliance with the Bid Price Rule.

On August 19, 2025, we received written notice from Nasdaq stating that, due to the Company’s non-compliance with the Minimum Shareholders’ Equity Requirement as of June 30, 2025, and because, pursuant to Listing Rule 5815(d)(4)(B), the Company remained subject to a mandatory hearing panel monitor through August 27, 2025, the Company’s securities were subject to delisting from Nasdaq unless the Company timely requests a hearing before the Panel. The Company has its hearing with the Panel on September 30, 2025.

~~At the hearing, the Company~~SELLING presented its plan to evidence compliance with the Equity Rule and all other applicable criteria for continued listing on The Nasdaq Capital Market, and requested to remain listed subject to its plan to regain compliance.STOCKHOLDER

OnThe shares ~~October~~of ~~28,~~Common ~~2025~~Stock being offered by the selling stockholder are those shares of Common Stock issued or issuable in connection with the transactions contemplated under the ELOC Purchase Agreement Amendment. For additional information regarding the issuance of those shares of Common Stock and warrants, wesee ~~received~~“The White Lion Transaction” above. We are registering the shares of Common aStock ~~listing~~in ~~decision~~order to permit the selling stockholder to offer the shares of Common Stock for resale from ~~Nasdaq~~time ~~notifying~~to time. The selling stockholder has not had any material relationship with us ~~that~~within the ~~Panel~~past ~~determined~~three ~~that~~(3) ~~the~~years ~~Company~~other ~~evidenced~~than ~~compliance~~in connection with entry into the ~~Shareholders’~~ELOC Purchase ~~Equity~~Agreement ~~Requirement~~and the PIPE Purchase Agreement in September 2025 as described above.

~~The Panel also granted the~~White ~~Company’s~~Lion ~~request~~is ~~for~~deemed ~~continued listing on The Nasdaq Capital Market, pursuant~~ to be an ~~exception~~“underwriter” ~~through~~within ~~December 5, 2025, to regain compliance with~~ the ~~bid~~meaning ~~price~~of ~~requirement~~Section ~~set forth in Nasdaq Listing Rule 5550~~2(a)(111). Inof ~~order~~the toSecurities ~~evidence~~Act ~~compliance~~ with ~~the~~respect ~~bid~~to ~~price requirement,~~ the ~~Company~~shares of ~~must~~Common ~~evidence~~Stock aissued ~~closing~~or ~~bid~~issuable ~~price~~in ofconnection atwith ~~least~~the ~~$1.00~~transactions ~~per~~contemplated ~~share~~under ~~for~~the aELOC ~~minimum~~Purchase ofAgreement. ~~10,~~Any ~~but generally not more than~~underwriters, 20broker-dealers, ~~consecutive~~or ~~business~~agents ~~days.~~that Onparticipate ~~November~~in 7,the ~~2025,~~sale weof ~~held~~the ashares ~~special meeting~~ of ~~shareholders~~Common ~~where~~Stock ~~our~~or ~~shareholders~~interests ~~approved,~~therein ~~among~~may ~~other~~be “underwriters” ~~things,~~within the ~~Reverse~~meaning ~~Split.~~of ~~The~~Section ~~Reverse~~2(a)(11) ~~Split~~of ~~was~~the ~~effected~~Securities ~~on November 18, 2025~~Act.

OnThe ~~December~~table 3below lists the selling stockholder and other information regarding the beneficial ownership of the shares of Common Stock by the selling stockholder. The second column lists the number the shares of Common Stock beneficially owned by the selling stockholder, ~~2025~~based on its ownership of the shares of Common Stock, including shares underlying the ~~Company~~Amendment ~~received~~Commitment ~~formal~~Pre-Funded ~~notice~~Warrants ~~from~~and ~~Nasdaq~~the Amendment Commitment Warrants, as of July 1, 2026, assuming exercise of the Amendment Commitment Pre-Funded Warrants and the Amendment Commitment Warrants held by the selling stockholder on that date, without regard to any limitations on conversions or exercises. The third column lists the ~~Company~~maximum ~~has~~number ~~regained~~of ~~compliance~~the ~~with~~shares of Common Stock being offered in this prospectus by the ~~Bid~~selling ~~Price~~stockholder. ~~Rule~~The fourth and fifth ~~evidenced~~columns ~~compliance~~list ~~with~~the ~~all~~amount ~~other~~of ~~applicable~~the ~~criteria~~shares of Common Stock owned after the offering, by number of the shares of Common Stock and percentage of outstanding the shares of Common Stock (assuming for ~~continued~~the ~~listing~~purpose onof ~~Nasdaq.~~such ~~Accordingly~~percentage, 25,836,000 shares outstanding as of July 1, 2026) assuming in both cases the ~~previously~~sale ~~disclosed~~of ~~listing~~all of the shares of Common Stock offered by the selling stockholder pursuant to this prospectus, ~~matter~~and ~~has~~without ~~been~~regard ~~closed~~to any limitations on conversions or exercises.

~~The~~Under the ~~Company~~terms ~~will~~of ~~remain~~the ~~subject to~~Amendment aCommitment ~~one~~Pre-~~year~~Funded ~~“Panel~~Warrants ~~Monitor”~~and the Amendment Commitment Warrants, asthe ~~contemplated~~selling bystockholder ~~Nasdaq~~may ~~Listing~~not ~~Rule~~exercise the ~~5815(d)(4)(A)~~warrants to the extent such exercise would cause the selling stockholder, ~~through~~together ~~December~~with 5its affiliates, ~~2026.~~to Ifbeneficially ~~during~~own ~~that~~a number ~~period~~of ~~the~~shares ~~Company~~of ~~fails~~Common toStock ~~satisfy~~which ~~any~~would exceed 4.99%, of ~~the~~our ~~criteria~~then ~~for~~outstanding ~~continued~~shares ~~listing~~of onCommon ~~Nasdaq~~Stock following such exercise, ~~the~~excluding for ~~Staff~~purposes ~~may~~of such determination shares of Common Stock not ~~grant~~yet issuable upon exercise of the ~~Company~~warrants ~~additional time~~which tohave ~~regain~~not ~~compliance~~been exercised. The ~~Rather,~~number ~~Nasdaq~~of ~~will~~shares ~~issue~~does anot ~~delist~~reflect ~~determination,~~this ~~which~~limitation. ~~the~~The ~~Company~~selling stockholder may ~~address~~sell byall, ~~requesting~~some, aor ~~new~~none ~~hearing~~of their shares of Common ~~before~~Stock ~~the~~in ~~Nasdaq~~this ~~Hearings~~offering. ~~Panel~~See “Plan of Distribution.”

We have in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our shares of common stock on Nasdaq. If we fail to satisfy the continued listing requirements of Nasdaq, such as minimum stockholders’ equity requirements or minimum bid price requirements, Nasdaq may take steps to delist our shares of common stock. Such a delisting would have a negative effect on the price of our shares of common stock, impair the ability to sell or purchase our shares of common stock when persons wish to do so, and any delisting materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from Nasdaq could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities, as well as a limited amount of news and analyst coverage of us. Delisting could also result in a determination that our shares of common stock are a “penny stock,” which would require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary market for our shares of common stock. In the event of a delisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our shares of common stock to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our shares of common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Number of
Shares of
Common Stock
Owned
Prior to

Maximum
Number of
Shares of
Common Stock
to be Sold
Pursuant
to this

Shares Beneficially
Owned After Offering

Name of selling stockholder

Offering⁽²⁾

Prospectus⁽³⁾

Number

Percentage

White Lion Capital, LLC ⁽¹⁾

9,850,000

15,850,000

(1)

The business address of White Lion Capital, LLC (“WLC”), is 17631 Ventura Blvd., Suite 1008, Encino, CA 91316. WLC’s principal business is that of a private investor. Yash Thukral, Sam Yaffa, and Nathan Yee are the managing principals of WLC. Therefore, each of Thukral, Yaffa, and Yee may be deemed to have sole voting control and investment discretion over securities beneficially owned directly by WLC and, indirectly, by WLC. The foregoing should not be construed in and of itself as an admission by Thukral, Yaffa, and Yee as to beneficial ownership of the securities beneficially owned directly by WLC and, indirectly, by WLC. Thukral, Yaffa, and Yee each disclaim beneficial ownership of these securities, except to the extent of each of their respective pecuniary interests therein.

~~Risks~~(2) ~~Related~~Consists of (i) 3,000,000 Amendment Commitment Shares, (ii) 3,850,000 shares of Common Stock issuable upon the exercise of the Amendment Commitment Pre-Funded Warrants, and (iii) 3,000,000 shares of Common Stock issuable upon the exercise of the Amendment Commitment Warrants. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to ~~Managing~~the ~~Our~~offering ~~Business~~all ~~Operations~~ of the shares that White Lion may be required to purchase under the ELOC Purchase Agreement, including the (i) 9,850,000 Amendment Commitment Securities that we may be obligated to issue to White Lion under certain circumstances pursuant to the ELOC Purchase Agreement, for which we would receive no cash proceeds and (ii) 6,000,000 shares of Common Stock that we may issue and sell to White Lion for cash consideration in ~~Israel~~purchases under the ELOC Purchase Agreement from time to time, at our sole discretion, during the 36-month period commencing on the Commencement Date, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the ELOC Purchase Agreement, the satisfaction of which are entirely outside of White Lion’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the purchase of Common Stock is subject to certain agreed upon maximum amount limitations set forth in the ELOC Purchase Agreement. Also, the ELOC Purchase Agreement prohibits us from issuing and selling any shares of our Common Stock to White Lion to the extent such shares, when aggregated with all other shares of our Common Stock then beneficially owned by White Lion, would cause White Lion’s beneficial ownership of our Common Stock to exceed 4.99% (the “Beneficial Ownership Cap”).

~~Conditions~~(3) inConsists of (i) 3,000,000 Amendment Commitment Shares, (ii) 3,850,000 shares of Common Stock issuable upon the ~~Middle~~exercise ~~East~~of ~~and~~the inAmendment ~~Israel~~Commitment Pre-Funded Warrants, ~~where~~ ~~our~~(iii) ~~research~~3,000,000 ~~and~~shares ~~development~~of ~~facilities~~Common ~~are~~Stock ~~located~~issuable upon the exercise of the Amendment Commitment Warrants, and (iv) 6,000,000 shares of Common Stock that we may ~~harm~~issue and sell to White Lion for cash consideration in purchases under the ELOC Purchase Agreement from time to time, at our ~~operations~~sole discretion, during the 36-month period commencing on the Commencement Date.

Our office where we conduct our research and development, operations, sales outside the Americas, and administration activities, is located in Israel. Many of our employees are residents of Israel. Most of our officers and directors are residents of Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, and between Israel and the Hamas (an Islamist militia and political group in the Gaza Strip), Hezbollah (an Islamist militia and political group in Lebanon), and Iran.

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. On January 19, 2025, a temporary ceasefire went into effect. On March 18, 2025 the ceasefire ended with the resumption of the war between Israel and Hamas.

In addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah. In addition, Iran recently launched direct attacks on Israel involving hundreds of drones and missiles and has threatened to continue to attack Israel and is widely believed to be developing nuclear weapons. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel and us. Additionally, Yemeni rebel group, the Houthis, launched series of attacks on global shipping routes in the Red Sea, causing disruptions of supply chain. Such clashes may escalate in the future into a greater regional conflict.

As of the date of this prospectus, we have not been impacted by any absences of personnel at our service providers or counterparties located in Israel. Military service call ups that result in absences of personnel from us for an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations. As of the date of this prospectus, we currently have 38 full-time employees, with 33 employees located in Israel and 5 employee located outside of Israel.

~~Since~~DESCRIPTION ~~the~~OF ~~war~~OFFERED broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced any material disruptions to our operations. We have the ability, if necessary, to shift our manufacturing from Israel to other countries where we have business partners, and we have not had customers in Israel in the last year. However, the intensity and duration of Israel’s current war is difficult to predict at this stage, as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. If the ceasefires declared collapse or a new war commences or hostilities expand to other fronts, our operations may be adversely affected. SECURITIES

~~Our commercial insurance~~The ~~does~~following ~~not~~description ~~cover~~is ~~losses~~intended ~~that may occur~~ as a ~~result~~summary of ~~events~~our ~~associated~~Charter ~~with~~and ~~the~~our ~~security~~Bylaws, ~~situation~~each inof ~~the~~which ~~Middle~~will ~~East.~~become ~~Although~~effective prior to the ~~Israeli~~effectiveness ~~government~~of ~~currently covers~~ the ~~reinstatement~~registration ~~value~~statement of ~~direct~~which ~~damages~~this ~~that~~prospectus ~~are~~forms ~~caused~~a ~~by terrorist attacks or acts of war~~part, weand ~~cannot assure~~which ~~you~~will ~~that~~be ~~this~~filed ~~government~~as ~~coverage~~exhibits ~~will~~to bethe ~~maintained.~~registration ~~Any~~statement of ~~losses~~which orthis ~~damages~~prospectus ~~incurred~~forms bya uspart, ~~could~~and ~~have~~to athe ~~material~~applicable ~~adverse~~provisions ~~effect on~~of ~~our~~the ~~business~~DGCL. ~~Any~~Because ~~armed~~the ~~conflicts~~following oris ~~political~~only ~~instability~~a insummary, ~~the~~it ~~region~~does not ~~would~~contain ~~likely~~all ~~negatively~~of ~~affect~~the ~~business~~information ~~conditions~~that ~~and~~may ~~could harm~~be ~~our~~important ~~results~~to ~~of operations~~you. ~~To-date,~~ weFor ~~have~~a ~~received~~complete ~~Israeli~~description, ~~government~~you ~~war~~should ~~related~~refer ~~support~~to ~~funding~~our ofCharter ~~approximately~~and ~~$100,000~~Bylaws.

The selling ~~continued~~stockholder ~~political~~may, ~~instability and~~from ~~hostilities~~time ~~between~~to ~~Israel~~time, ~~and~~sell, ~~its~~transfer, ~~neighbors~~or ~~and~~otherwise ~~any~~dispose ~~future~~of ~~armed~~any ~~conflict,~~or ~~terrorist~~all ~~activity~~of ortheir ~~political~~shares ~~instability~~of inCommon ~~the~~Stock ~~region~~or interests ~~could~~in ~~adversely~~shares ~~affect~~of ~~our~~Common ~~operations~~Stock inon ~~Israel~~any ~~and~~stock ~~adversely~~exchange, ~~affect~~market, ~~the~~or ~~market~~trading ~~price~~facility ofon ~~our~~which the shares ofare ~~common~~traded ~~stock.~~or Inin ~~addition,~~private ~~several~~transactions ~~organizations~~at ~~and~~fixed ~~countries~~prices, ~~may~~at ~~restrict~~prevailing ~~doing~~market ~~business~~prices ~~with~~at ~~Israel~~the ~~and~~time ~~Israeli~~of ~~companies~~sale, ~~have~~at ~~been~~prices ~~and~~related ~~are~~to ~~today~~the ~~subjected~~prevailing tomarket ~~economic~~price, at varying prices ~~boycotts.~~determined ~~The~~at ~~interruption~~the time of sale, or ~~curtailment~~at ofnegotiated ~~trade~~prices. ~~between~~This ~~Israel~~prospectus ~~and~~provides ~~its~~you ~~present~~with ~~trading~~a ~~partners~~general ~~could~~description ~~adversely~~of ~~affect~~the ~~our~~Common ~~business,~~Stock ~~financial~~the ~~condition~~selling ~~and~~stockholder ~~results~~may ~~of operations~~offer.

Finally, political conditions within Israel may affect our operations. Israel has held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth prospects.

Risks Relating to this Offering

The best efforts structure of this offering may have an adverse effect on our business plan.

The Placement Agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth above. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to support our continued operations, including our near-term continued operations. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds, which may not be available or available on terms acceptable to us. The success of this offering will impact our ability to use the proceeds to execute our business plan. We may have insufficient capital to implement our business plan, potentially resulting in greater operating losses unless we are able to raise the required capital from alternative sources. There is no assurance that alternative capital, if needed, would be available on terms acceptable to us, or at all.

This offering is being made on a best efforts basis and we may sell fewer than all of the securities offered hereby and may receive significantly less in net proceeds from this offering. Based on our current business plans, which we cannot guarantee that they will be achieved, and that we neither use our ELOC Purchase Agreement nor our At The Market Offering Agreement, (i) assuming that we receive net proceeds of approximately $4.46 million from this offering (assuming an offering with gross proceeds of $5 million), we believe that the net proceeds from this offering together with our existing cash and cash equivalents, will meet our capital needs through the end of the second quarter of 2027, (ii) assuming that we receive net proceeds of approximately $3.54 million from this offering (assuming an offering with gross proceeds of $4 million), we believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will satisfy our capital needs through the end of the fourth quarter of 2026, (iii)assuming that we receive net proceeds of approximately $2.62 million from this offering (assuming an offering with gross proceeds of $3 million), we believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will satisfy our capital needs through the end of the second quarter of 2026.

Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and may not use them effectively.

We currently intend to use the net proceeds of this offering for continued development of our pipeline products, as well as the advancement of new programs, business development activities, and general corporate purposes. See “Use of Proceeds.” However, our management will have broad discretion in the application of the net proceeds. Our shareholders may not agree with the manner in which our management chooses to allocate the net proceeds from this offering. The failure by our management to apply these funds effectively could have a material adverse effect on our business, financial condition and results of operation. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income. The decisions made by our management may not result in positive returns on your investment and you will not have an opportunity to evaluate the economic, financial or other information upon which our management bases its decisions.

You will experience immediate dilution in the book value per share of the common stock purchased in the offering.

Since the public offering price of our common stock (or pre-funded warrants in lieu thereof) and common warrants in this offering is substantially higher than the net tangible book value per share of our outstanding common stock outstanding prior to this offering, you will suffer dilution in the book value of the common stock you purchase in this offering. The exercise of outstanding warrants, including warrants sold in this offering, may result in further dilution of your investment. See the section titled “Dilution” for a more detailed discussion of the dilution you will incur if you purchase shares in this offering.

Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including: (i) timely delivery of shares; (ii) agreement to not enter into variable rate financings for one (1) year from closing, subject to certain exceptions; (iii) agreement to not enter into any financings for sixty (60) days from closing; and (iv) indemnification for breach of contract.

Common stock representing a substantial percentage of our outstanding shares may be sold in this offering, which could cause the price of our common stock to decline.

We may sell in this offering up to 1,639,344 common stock, or approximately 94 % of our outstanding common stock, prior to this offering, as of December 9, 2025. This sale and any future sales of a substantial number of common stock in the public market, or the perception that such sales may occur, could materially adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those common stock or the availability of those common stock for sale will have on the market price of our common stock.

The price of our common stock may be volatile, and the value of our common stock may decline.

We cannot predict the prices at which our common stock will trade. The price of our common stock may not bear any relation to any established criteria of the value of our business and prospects. In addition, the trading price of our common stock is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our common stock as you might be unable to sell your shares at or above the price you paid. Factors that could cause fluctuations in the trading price of our common stock include the following:

● actual or anticipated fluctuations in our financial condition or results of operations;

● variance in the projected timeline for regulatory approvals of our product candidates from expectations of securities analysts;

● changes in laws or regulations applicable to our business;

● announcements by us or our competitors of significant business developments;

● significant data breaches, disruptions to or other incidents involving our company;

● conditions or developments affecting the biotechnology industry;

● future sales of common stock by us or our shareholders, as well as the anticipation of lock-up releases;

● changes in senior management or key personnel;

● the trading volume of our securities;

● changes in the anticipated future size and growth rate of our markets;

● publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

● general economic and market conditions; and

● other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to those events.

Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may also negatively impact the market price of our common stock. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.

If we are required to obtain Warrant Stockholder Approval, until we are able to receive such approval the Common Warrants will not be exercisable, and if we are unable to obtain such approval the Common Warrants will have no value.

The common warrants will have an exercise price of $ per share and will be exercisable beginning on the Warrant Stockholder Approval Date; provided, however, if the Pricing Conditions are met, the common warrants will be exercisable upon issuance. The common warrants will expire on the five-year anniversary of the Warrant Stockholder Approval Date, provided that if the Pricing Conditions are met, the common warrants will expire on the five-year anniversary of the date of issuance.

If we are required to obtain Warrant Stockholder Approval, the common warrants will not be exercisable until, and unless, we obtain the Warrant Stockholder Approval from our stockholders. While we intend to promptly seek the Warrant Stockholder Approval, if required, there is no guarantee that the Warrant Stockholder Approval will ever be obtained. If we are unable to obtain the Warrant Stockholder Approval, the common warrants will have no value. In addition, we will incur substantial cost, and management will devote substantial time and attention, in attempting to obtain the Warrant Stockholder Approval.

There is no public market for the common warrants being offered or pre-funded warrants in this offering.

There is no established public trading market for the common warrants being offered or the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply to list the pre-funded warrants or common warrants on any national securities exchange or other nationally recognized trading system. Without an active market, the liquidity of the pre-funded warrants and common warrants will be limited.

The common warrants and the pre-funded warrants are speculative in nature.

The common warrants and the pre-funded warrants offered hereby do not confer any rights of share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares at a fixed price. Specifically, commencing on the date of issuance, holders of the pre-funded warrants may acquire the shares issuable upon exercise of such warrants at an exercise price of $0.0001 per share. Moreover, following this offering, the market value of the pre-funded warrants is uncertain and there can be no assurance that the market value of the pre-funded warrants will equal or exceed the public offering price for the pre-funded warrants.

The common warrants may not have any value.

Each common warrant has an exercise price per share equal to $ . The common warrants will expire on the five-year anniversary of the Warrant Stockholder Approval Date, provided that if the Pricing Conditions are met, the common warrants will expire on the five-year anniversary of the date of issuance. In the event the market price per our share does not exceed the exercise price of the common warrants during the period when the warrants are exercisable, the common warrants may not have any value.

Holders of the pre-funded warrants and common warrants offered hereby will have no rights as shareholders with respect to the shares underlying those warrants until such holders exercise their warrants and acquire our shares, except as otherwise provided in the common warrants.

Until holders of the pre-funded warrants and common warrants acquire our shares upon exercise thereof, such holders will have no rights with respect to the shares underlying such warrants, except to the extent that holders of such warrants will have certain rights to participate in distributions or dividends paid on our shares as set forth in the warrants. Upon exercise of the pre-funded warrants and common warrants, the holders will be entitled to exercise the rights of a shareholder only as to matters for which the record date occurs after the exercise date.

Because we have no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell Actelis common stock for a price greater than that which you paid for it.

We will likely retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, funds lawfully available therefor and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.

USE OF PROCEEDS

Assuming the maximum number of common stock are sold in this offering at an assumed public offering price of $3.05 per share and accompanying common warrant, which represents the closing price of our common stock on Nasdaq on December 9, 2025, and assuming no issuance of pre-funded warrants in connection with this offering, we estimate the net proceeds of the offering will be approximately $4.46 million, after deducting the Placement Agent’s fees and estimated offering expenses payable by us. However, this is a best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, and we may not sell all or any of these securities offered pursuant to this prospectus; as a result, we may receive significantly less in net proceeds. We cannot predict when or if the pre-funded warrants, the common warrants and the Placement Agent Warrants will be exercised, or if they will be exercised for cash. It is possible that the common warrants and the Placement Agent Warrants may expire and may never be exercised.

Each $0.10 increase (decrease) in the assumed public offering price of $3.05 per share and accompanying common warrant would increase (decrease) the net proceeds to us from this offering, after deducting the estimated placement agent fees and estimated offering expenses payable by us, by $0.16 million, assuming that the number of common stock and accompanying common warrants offered by us, as set forth on the cover page of this prospectus, remains the same. We may also increase or decrease the number of common stock and accompanying common warrants we are offering. An increase (decrease) of 100,000 in the number of common stock and accompanying common warrants we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the estimated placement agent fees and estimated offering expenses payable by us, by $0.3 million, assuming the assumed public offering price stays the same.

We currently intend to use the net proceeds from this offering for general corporate purposes. Accordingly, we retain broad discretion over the use of the net proceeds from the sale of our common stock and accompanying common warrants (or pre-funded warrants and common warrants, if applicable), pursuant to this prospectus. The precise amount and timing of the application of such proceeds will depend upon our liquidity needs and the availability and cost of other capital over which we have little or no control.

Pending the use of the net proceeds from this offering as described above, we intend to invest the net proceeds in a variety of capital preservation investments, short and intermediate term, interest-bearing, investment-grade instruments, U.S. government securities and highly rated corporate debt securities, although our investment policy may change following the date of this prospectus supplement. It is possible that, pending their use, we may invest the net proceeds in a way that does not yield a favorable, or any, return for us.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2025 as follows:

● on an actual basis;

● on a pro forma basis to reflect (i) the issuance of 21,000 shares of common stock pursuant to the ELOC Purchase Agreement and (ii) the exercise of 173,627 pre-funded warrants (the “Pro Forma Adjustments”)

● on an as adjusted basis to give further effect to reflect the assumed sale by us of all common stock and accompanying common warrants offered by means of this prospectus at an assumed public offering price of $3.05 per share and accompanying common warrant, which is based on the closing price of our common stock on Nasdaq on December 9, 2025, assuming no sale of pre-funded warrants and after deducting the Placement Agent’s fees and estimated offering expenses payable by us, and without giving effect to the exercise of the common warrants issued in this offering, as if such issuance and sale had occurred on September 30, 2025.

The as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to various adjustments. The pro forma as adjusted amounts shown below are unaudited and represent management’s estimate. The information in this table should be read in conjunction with and is qualified by reference to the financial statements and notes thereto and other financial information contained in this prospectus.

	As of September 30, 2025
(U.S. dollars in thousands)	Actual (unaudited)			Pro Forma (unaudited)			Pro Forma As Adjusted (unaudited)
Cash and cash equivalents	$	1,454		$	1,510			5,969
Shareholders’ equity:
Common stock, $0.0001 par value: 30,000,000 shares authorized; 1,746,735 and 762,316 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.		1			1			1
Additional paid in capital		52,767			52,823			57,282
Accumulated deficit		(49,803	)		(49,803	)		(49,803	)
Total shareholders’ equity		2,965			3,021			7,480

Each $0.10 increase (decrease) in an assumed combined public offering price of $3.05 per share and accompanying common warrant would increase (decrease) the amount of cash and cash equivalents and total stockholders’ equity by $0.16 million, assuming that the number of shares and accompanying common warrants offered by us, as set forth on the cover page of this prospectus remains the same and after deducting the Placement Agent’s fees and estimated offering expenses payable by us. We may also increase or decrease the number of shares and accompanying common warrants we are offering. An increase (decrease) of 100,000 in the number of shares we are offering would increase (decrease) the amount of cash and cash equivalents and total shareholders equity by $0.3 million, after deducting the estimated Placement Agent’s fees and estimated offering expenses payable by us, assuming the assumed combined public offering price stays the same. The information discussed above is illustrative only and will adjust based on the actual combined public offering price, the actual number of shares that we offer in this offering, and other terms of this offering determined at pricing.

The above table is based on 1,746,735 shares outstanding as of September 30, 2025 and excludes as of that date:

● 731 common stock purchase warrants issued to investors in August 2016 with an exercise price of $102.7 per share;

● 2,949 common stock purchase warrants issued to investors in May 2022 with an exercise price of $500.0 per share;

● 6,613 common stock purchase warrants issued the Placement Agent in connection with an offering of securities in May 2023 with an exercise price of $46.3 per share;

● 127,119 common stock purchase warrants issued to an investor in connection with an offering of securities in December 2023 with an exercise price of $11.8 per share;

● 8,899 common stock purchase warrants issued to the Placement Agent in December 2023 with an exercise price of $14.8 per share;

● 99,967 common stock purchase warrants issued to investors in June 2024 with an exercise price of $20.0 per share;

● 6,998 common stock purchase warrants issued to the Placement Agent in June 2024 with an exercise price of $34.4 per share;

● 199,934 common stock purchase warrants issued to an investor in connection with a warrant inducement agreement entered into in July 2024 with an exercise price of $17.5 per share;

● 6,998 common stock purchase warrants issued to the Placement Agent in July 2024 with an exercise price of $25.0 per share;

● 4,059 shares of common stock issuable upon exercise of outstanding share options under our equity incentive plan, at a weighted average exercise price of $43.6;

● 174,307 shares of common stock underlying outstanding restricted stock units; and

● 14,186 common stock purchase warrants issued to bank with an exercise price of $10.6 per share; and

● The number of shares of Common Stock that may be issued or transferred pursuant to awards under the 2025 Plan (the “Plan Share Limit”) will be 16,680.

DILUTION

If you purchase our common stock and accompanying common warrants in this offering, you will experience dilution to the extent of the difference between the combined public offering price per share and accompanying common warrant you pay in this offering and the net tangible book value per share of our common stock immediately after this offering.

The net tangible book value of our common stock on September 30, 2025 was approximately $3 million, or approximately $1.70 per share. Net tangible book value per share is equal to the amount of our total tangible assets, less total liabilities, divided by the aggregate number of our common stock outstanding.

After giving effect to the Pro Forma Adjustments described above, our pro forma net tangible book value as of September 30, 2025, would have been approximately $3 million, or approximately $1.56 per share.

After giving further effect to the assumed sale by us of all common stock and accompanying common warrants offered by means of this prospectus at an assumed public offering price of $3.05 per share and accompanying common warrant, which public offering price is based on the closing price of our common stock on Nasdaq on December 9, 2025, assuming no sale of pre-funded warrants and after deducting the Placement Agent’s fees and estimated offering expenses payable by us, and without giving effect to the exercise of the common warrants issued in this offering, our as adjusted net tangible book value as of September 30, 2025 would have been approximately $7.48 million, or approximately $2.80 per share. This represents an immediate increase in net tangible book value of approximately $1.10 per share to existing shareholders and an immediate dilution of approximately $0.25 per share to new investors in this offering (which dilution amount disregards both the common stock warrants sold in this offering and the common stock issuable upon exercise of those common stock warrants).

The following table illustrates this per share dilution:

Assumed public offering price per share and accompanying common warrant			$	3.05
Net tangible book value per share as of September 30, 2025	$	1.70
Pro forma net tangible book value per share as of September 30, 2025 after giving effect to the Pro Forma Adjustments	$	1.56
Increase in net tangible book value per share attributable to this offering	$	1.24
Pro Forma as adjusted net tangible book value per share, after this offering			$	2.80
Dilution per share to new investors in this offering			$	0.25

Each $0.10 increase (decrease) in an assumed combined public offering price of $3.05 per share and accompanying common warrant would increase (decrease) our pro forma as adjusted net tangible book value after this offering by approximately $0.05 per share, and the dilution per share to new investors by approximately $0.05 per share and accompanying common warrant, assuming that the number of shares and accompanying common warrants offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the Placement Agent’s fees and estimated offering expenses payable by us. We may also increase or decrease the number of shares and accompanying common warrants we are offering. An increase (decrease) of 100,000 in the number of shares we are offering would (decrease) increase the dilution per share to new investors to approximately $0.05, after deducting the estimated Placement Agent’s fees and estimated offering expenses payable by us, assuming the assumed combined public offering price stays the same. The information discussed above is illustrative only and will adjust based on the actual combined public offering price, the actual number of shares that we offer in this offering, and other terms of this offering determined at pricing.

The above table is based on 1,746,735 shares outstanding as of September 30, 2025 and excludes as of that date:

● 731 common stock purchase warrants issued to investors in August 2016 with an exercise price of $102.7 per share;

● 2,949 common stock purchase warrants issued to investors in May 2022 with an exercise price of $500.0 per share;

● 6,613 common stock purchase warrants issued the Placement Agent in connection with an offering of securities in May 2023 with an exercise price of $46.3 per share;

● 127,119 common stock purchase warrants issued to an investor in connection with an offering of securities in December 2023 with an exercise price of $11.8 per share;

● 8,894 common stock purchase warrants issued to the Placement Agent in December 2023 with an exercise price of $14.8 per share;

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