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PRE-MKT · 07:20 ET
Market ClerkRecap
Fri Oct 23 · pre-market6 signals on Oct 22103 insider buys this week · $208.8MCIRO short report next: Oct 31The week ahead

ASNS

ACTELIS NETWORKS INC
OTC · TECHNOLOGY · COMMUNICATIONS EQUIPMENT, NEC
0.05
+0.00 +0.00%
USD · close Oct 22
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Work order
51
WATCH · shorts 51
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $1.4MP/E —DIV YIELD —FCF YIELD -592.69%REV TTM $4.1M −22.1%NET INCOME −$8.3MNET CASH $5.6M52W 0.04 – 6.38SEC XBRL · TTM TO Invalid Date

How ASNS rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
34%
of sentences unchanged
Added
603
new sentences
Dropped
428
sentences removed
Length
+7,714
words, now 42,121

New in FY2025

  • (“Actelis,” “we,” “us,” “our,” “the Company,” “our company”) is a market leader in cyber-hardened, rapid-deployment networking solutions for wide-area 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.
  • 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.
  • 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.
  • We are also working to introduce additional capabilities for network-wide cyber protection software as an additional SW and license-based services.
  • 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.
  • 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 DoW markets, as well as multi-dwelling units, and introduced, in 2024, our cyber-aware networking solutions for IoT markets as well.
  • Our operations are focused on our fast-growing federal and DoW markets, Intelligent Transportation and MDUs while maintaining our commitment to our existing Telco customers.
  • We derive a majority of our revenues from our existing and new IoT (including federal and DoW) customers.
  • For the years ended December 31, 2025 and December 31, 2024, our IoT customers in the aggregate accounted for approximately 73% and 72% of our revenues, respectively.
  • For the years ended December 31, 2025 and December 31, 2024, our top ten customers in the aggregate accounted for approximately 62% and 74% of our revenues.
  • In February 2024, we entered into the Credit Line.
  • The Credit Line was extended until February 1, 2026.
  • As of the date hereof, the Company has not further extended the credit facility; however, it may do so in the future.
  • The Credit Line balance drawn is examined every month, adjusted up to every three months, and the repayment of the Credit Line is made up to every three months subject to the expiration of the financing period for the invoices that were financed.
  • As of December 31, 2025 the current balance outstanding is approximately $479,234.
  • Year ended December 31 2025 2024 (dollars in thousands) Revenues 3,671 7,760 Cost of revenues 2,453 3,490 Gross profit 1,218 4,270 Research and development expenses 2,638 2,383 Sales and marketing, net 2,866 2,639 General and administrative 2,899 3,169 Other Income, net - (163 ) Operating loss (7,185 ) (3,758 ) Interest expenses (251 ) (618 ) Other financial income (expense), net (825 ) Net Comprehensive Loss for the year (8,261 ) (4,374 ) Year Ended December 31, 2025, Compared to Year Ended December 31, 2024 Revenues Our revenues for the year ended December 31, 2025 amounted to $3.7 million, compared to $7.8 million for the year ended December 31, 2024.
  • The decrease was primarily attributable to software and services renewal last year for 2 years which will be up for renewal in 2027, as well as a large deal to the City of Washington D.C. last year, while 2025’s revenues are more backend loaded.
  • Cost of Revenues Our cost of revenues for the year ended December 31, 2025, amounted to $2.5 million compared to $3.5 million for the year ended December 31, 2024.
  • The decrease from the corresponding period was primarily attributable to a decrease in sales which led to a decline in variable costs and fixed cost remaining constant.
  • Research and Development Expenses Our research and development expenses for the year ended December 31, 2025, amounted to $2.6 million compared to $2.4 million for the year ended December 31, 2024.
  • The increase is due to the strengthening of the Israeli shekel against the U.S. dollar which led to an increase in expenditure by approximately $151,000.
  • Sales and Marketing Expenses Our sales and marketing expenses for the year ended December 31, 2025, amounted to $2.9 million compared to $2.6 million for the year ended December 31, 2024.
  • The increase was primarily attributable to engaging consultants to expand market reach in primarily the government sector.
  • General and Administrative Expenses Our general and administrative expenses for the year ended December 31, 2025, amounted to $2.9 million compared to $3.2 million for the year ended December 31, 2024.
  • The decrease was mainly due to cost reduction measures taken, while these benefits were offset by higher costs driven by the strengthening of the Israeli shekel against the U.S. dollar.
  • Other Income We had no other Income for the year ended December 31, 2025, compared to $163,000 for the year ended December 31, 2024.
  • The income in 2024 is related to government grant from the State of Israel associated with the Iron Swords war.
  • Operating Loss Our operating loss for the year ended December 31, 2025, was $7.2 million, compared to an operating loss of $3.8 million for the year ended December 31, 2024.
  • The increase was mainly due to the decline in sales, while operating expenditure remained consistent and increased operating expenses by $0.3 million driven by the strengthening of the Israeli shekel against the U.S. dollar by approximately 7%.
  • Financial Expenses (income), Net Our financial expenses, net for the year ended December 31, 2025, was approximately $1.08 million of interest expense, compared to $620,000 for the year ended December 31, 2024 The increase is mainly due to expenditure of $750,000 related to the Commitment Fee under the Common Stock Purchase Agreement payable in common shares issuance.
  • Net Loss Our net loss for the year ended December 31, 2025 was $8.3 million, compared to a net loss of $4.4 million for the year ended December 31, 2024.
  • This increase was primarily attributable to lower sales while operating expenditure remained consistent, as well as due to a one-time financial commitment expenditure of $750,000.
  • In addition, the Israeli shekel strengthened by an average of 7% against the U.S. dollar, leading to higher operating expenses and contributing to increase in net loss.
  • Non-GAAP Financial Measures (U.S. dollars in thousands) Year Ended December 31, 2025 Year Ended December 31, 2024 Revenues $ 3,671 $ 7,760 GAAP net loss (8,261 ) (4,374 ) Interest Expense Other financial expense (income), net (2 ) Tax Expense - Fixed asset depreciation expense Stock based compensation Other one-time costs and expenses/(income) - (189 ) Non-GAAP Adjusted EBITDA (6,856 ) (3,481 ) GAAP net loss margin (225 )% (56.37 )% Adjusted EBITDA margin (186.73 )% (44.86 )% Use of Non-GAAP Financial Information Non-GAAP Adjusted EBITDA, Adjusted EBITDA margin are Non-GAAP financial measures.
  • For the year ended December 31 (U.S. dollars in thousands) 2025 2024 Revenues $ 3,671 $ 7,760 Non-GAAP Adjusted EBITDA (6,856 ) (3,481 ) As a percentage of revenues (186.73 )% (44.86 )% Liquidity and Capital Resources Since our inception, we have financed our operations primarily through the sale of equity securities, debt financing, convertible loans and royalty-bearing grants that we received from the Israel Innovation Authority.
  • July 2025 Private Placement On June 30, 2025, we entered into the July 2025 Purchase Agreement with certain accredited Investors, pursuant to which we agreed to issue and sell to the Investors in the July 2025 Private Placement (a) 162,602 shares of Common Stock, (b) Series A-3 Warrants to purchase up to 162,602 shares of Common Stock, and (c) Series A-4 Warrants to purchase up to 325,204 shares of Common Stock, for a purchase price of $6.15 per share and related July 2025 Common Warrants, for a total aggregate gross proceeds of approximately $1 million.
  • The July 2025 Private Placement closed on July 2, 2025.

and 563 more.

Gone since FY2024

  • Overview We are a market leader in cyber-hardened, rapid-deployment networking solutions for wide-area IoT applications including federal, state and local government, ITS, military, utility, rail, telecom (notably in multi-dwelling units) and campus applications.
  • Additionally, through our “Cyber Aware Networking” initiative, we provide an AI-based cyber monitoring and protection software-based system for all edge devices, enhancing network security and resilience and operational continuity.
  • Our unique portfolio of hybrid fiber, environmentally hardened aggregation switches, high density Ethernet devices, advanced management software and AI-based cyber-security offering, unlocks the hidden value of essential networks and the devices they connect, delivering a safe and cyber-aware connectivity for rapid, cost-effective deployment.
  • However, for locations that are difficult, or too costly to reach with fiber, we can upgrade existing copper or coax lines to deliver cyber-hardened, high-speed connectivity without needing to replace the existing infrastructure with new fiber.
  • We believe that such hybrid fiber networking solutions have distinct advantages in most real-life installations, while providing significant budget savings and accelerating deployment of modern IoT networks.
  • Based on our experience, most IoT projects have challenging, hard to reach with fiber locations which may significantly increase such projects’ timeline and budgets.
  • We believe that our solutions can provide connectivity over either fiber, copper or coax with speeds of up to multi-Gigabit communication, while supporting Fiber-grade reliability and quality.
  • Our IoT cyber-security software solution implements AI to monitor, identify vulnerabilities and threats, offers or implements automatically AI generated plans addressing such exposures and constant reporting of all such activities, for the sake of documentation and compliance.
  • This solution comes with the network itself, and uses the network traffic to become cyber-aware of the risks imminent to the IoT devices that are connected to that network.
  • 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 a 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 same is correct in multi-dwelling unit buildings where the wiring from the roof (in case of a wireless based connectivity) or from the basement in case of a wired connectivity to the building.
  • In such cases we utilize existing in-building wiring, preventing the need for brand-new ones and enables multi-gigabit connectivity to each apartment or suite.
  • 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 DoD markets, as well as MDUs, and introduced, in 2024, our cyber-aware networking solutions for IoT markets as well.
  • Our operations are focused on our fast-growing IoT, federal and DoD markets, while maintaining our commitment to our existing Telco customers, and particularly MDUs.
  • We derive a majority of our revenues from our existing and new IoT (including federal and DoD) customers.
  • For the years ended December 31, 2024 and December 31, 2023, our IoT customers in the aggregate accounted for approximately 72% and 73% of our revenues, respectively.
  • For the years ended December 31, 2024 and December 31, 2023, our top ten customers in the aggregate accounted for approximately 74% and 66% of our revenues.
  • In December 2020, we entered into the Migdalor Loan, for a loan of up to approximately $6.0 million.
  • In February 2024, we performed a partial early repayment of Migdalor Loan in the amount of 2.0 million NIS (approximately $550,000).
  • During April and May 2024, we made an additional partial early repayment of Migdalor loan in the amount of NIS 10.9 million (approximately $2.9 million).
  • In May 2024, we signed an amendment to the agreement with Migdalor, pursuant to which the remaining $470,000 of the one-time interest payment which was originally due in January 2024 to Migdalor, will be paid in 12 equal monthly payments bearing 9.6% interest from February 2024 until February 2025.
  • In addition, we are obligated to issue Migdalor warrants to acquire common stock of the Company for up to $150,000, based on a share price as of February 8, 2024.
  • As of the date of this report, we have fully repaid the loan principal, and we have an interest outstanding balance of $111,000.
  • In February 2024, we entered into the Credit Line, which increased our operating liquidity while not increasing our total debt, as we will perform an early repayment of our existing debt using our restricted cash in a similar amount.
  • The Credit Line has been extended under February 1, 2026.
  • The Credit Line balance drawn is examined every month and adjusted up to every three months, and the repayment of the Credit Line will be made up to every three months subject to the expiration of the financing period for the invoices that were financed.
  • As of December 31, 2024, we used $0.8 million of the Credit Line, and the current balance outstanding is approximately $529,000.
  • Year ended December 31 2024 2023 (dollars in thousands) Revenues 7,760 5,606 Cost of revenues 3,490 3,706 Gross profit 4,270 1,900 Research and development expenses 2,383 2,702 Sales and marketing, net 2,639 3,030 General and administrative 3,169 3,531 Other Income, net (163 ) - Operating loss (3,758 ) (7,363 ) Interest expenses (618 ) (766 ) Other financial income (expense), net 1,843 Net Comprehensive Loss for the year (4,374 ) (6,286 ) Year Ended December 31, 2024, Compared to Year Ended December 31, 2023 Revenues Our revenues for the year ended December 31, 2024 amounted to $7.8 million, compared to $5.6 million for the year ended December 31, 2023.
  • The increase was primarily attributable to increase of sales in North America region, it is primarily attributable to an increase of 134% of revenues generated from North America and a decrease of 42% and 61% of revenues generated from Europe, the Middle East and Africa respectively compared to last year.
  • Cost of Revenues Our cost of revenues for the year ended December 31, 2024, amounted to $3.5 million compared to $3.7 million for the year ended December 31, 2023.
  • The decrease from the corresponding period was primarily attributable to the change in regional mix of revenue of an increase in North America revenues, which are more profitable, and a decrease in Europe, Middle East and Africa revenues which are less profitable as well as indirect costs not increasing significantly with revenues growing.
  • Research and Development Expenses Our research and development expenses for the year ended December 31, 2024, amounted to $2.4 million compared to $2.7 million for the year ended December 31, 2023.
  • The decrease is primarily attributable to cost reduction measures taken.
  • Sales and Marketing Expenses Our sales and marketing expenses for the year ended December 31, 2024, amounted to $2.6 million compared to $3.0 for the year ended December 31, 2023.
  • The decrease was mainly due to cost reduction measures taken.
  • General and Administrative Expenses Our general and administrative expenses for the year ended December 31, 2024, amounted to $3.2 million compared to $3.5 million for the year ended December 31, 2023.
  • Other Income Our Other Income for the year ended December 31, 2024, amounted to approximately $160,000, compared to none for the year ended December 31, 2023.
  • The increase is driven by a government grant from the State of Israel associated with the Iron Swords war, received during the second quarter of 2024.
  • Operating Loss Our operating loss for the year ended December 31, 2024, was $3.8 million, compared to an operating loss of $7.4 million for the year ended December 31, 2023.
  • The decrease was mainly due to the increase in revenues, improved gross margin due to regional revenue mix, and cost reduction measures taken, reducing operating expenses.

and 388 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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