UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from to
Commission File Number: 001-41375
Actelis Networks, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
(Address of Principal Executive Offices) (Zip Code)
(510)545-1045
(Registrant’s Telephone Number, Including
Area Code)
Securities registered pursuant to Section
12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.0001 per share ASNS The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g)
of the Act: None
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☑ No ☐
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 company”,
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Emerging growth company ☑
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes ☐ No ☑
If securities are registered pursuant
to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of
those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
As of June 30,
2022, the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $7,034,875
based on the closing sale price on that date of $1.67. Shares of common stock held by each executive officer and director and by each
other person who may be deemed to be an affiliate of the Registrant have been excluded from this computation. The determination of affiliate
status for this purpose is not necessarily a conclusive determination for other purposes.
As of March 28, 2023, there were 17,407,565 shares
of the registrant’s common stock, par value $0.0001 per share, outstanding.
ACTELIS
NETWORKS, INC.
FORM 10-K
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2022
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS 1
ITEM 1A. RISK FACTORS 15
ITEM 1B. UNRESOLVED STAFF COMMENTS 15
ITEM 2. PROPERTIES 39
ITEM 3. LEGAL PROCEEDINGS 39
ITEM 4. MINE SAFETY DISCLOSURES 39
PART II
ITEM 6. [RESERVED] 40
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 48
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA F-1
ITEM 9A. CONTROLS AND PROCEDURES 49
ITEM 9B. OTHER INFORMATION 50
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 50
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 51
ITEM 11. EXECUTIVE COMPENSATION 58
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 68
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 69
SIGNATURES 70
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (the “Annual
Report”) contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled
“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and “Business.” These forward-looking statements involve a number of risks and uncertainties. We caution readers that any
forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained
in the forward-looking statement. These statements are based on current expectations of future events. Such statements include, but are
not limited to, statements about future financial and operating results, plans, objectives, expectations and intentions, costs and expenses,
interest rates, outcome of contingencies, financial condition, results of operations, liquidity, cost savings, objectives of management,
business strategies, financing, potential growth and market opportunities, products, and other statements that are not historical facts.
In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “should,” “would,” “expect,” “anticipate”
“plan,” “anticipate,” “could,” “intend,” “target,” “project,”
“contemplate,” “believe,” “estimate,” “predict,” “potential” “possible”
or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Annual
Report include, but are not limited to, statements about:
● our ability to protect our intellectual property and continue to innovate;
● our ability to have our securities listed on Nasdaq;
● our public securities’ potential liquidity and trading; and
Forward-looking statements are based on our management’s
current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s
beliefs and assumptions, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties
and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this Annual
Report may turn out to be inaccurate. Important factors that may cause actual results to differ materially from current expectations include,
among other things, those listed under “Risk Factors,” Use of Discussion and Analysis of Financial Condition and Results of
Operations,” “Business” and elsewhere in this Annual Report. Potential investors are urged to consider these factors
carefully in evaluating the forward-looking statements. You should read thoroughly this Annual Report and the documents that we refer
to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all
of our forward-looking statements by these cautionary statements.
The forward-looking statements included in this
Annual Report speak only as of the date of this Annual Report. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected
in the forward-looking statements will be achieved or will occur. Except as required by law, we assume no obligation to update or revise
these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review
the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this Annual Report. See
“Where You Can Find More Information.”
ii
Item 1. Business
Company Overview
Actelis Networks, Inc. (“we,” “the
Company”, “Actelis”, “us”, “our”) 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-copper, 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-copper
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, as 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 SW and license based service.
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 an 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 isa 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 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 wifi 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, 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 more than 100 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 markets. Our operations are focused on our fast-growing IoT business, while
maintaining our commitment to our existing Telco customers. In 2023, we expect to introduce new product offering, some of which could
serve both the IoT markets and our Telco customers.
1
We derive a significant portion of our revenue from our existing Telco
customers. For the years ended December 31, 2022 and December 31, 2021, our Telco customers in the aggregate accounted for approximately
35% and 48% of our revenues, respectively.
We derive a significant portion of our revenue
from a limited number of our customers. For the years ended December 31, 2022 and December 31, 2021, our top ten customers in the aggregate
accounted for approximately 82% and 78% of our revenues.
We have incurred significant losses and negative cash flows from operations
and as of December 31, 2022, we had an accumulated deficit of $33.4 million. We have funded our operations to date through equity financing
and we had cash on hand (including short term deposits and restricted cash) of $6 million, and long-term deposits and restricted cash
of $2.4 million, as of December 31, 2022. We continue to invest in sales and marketing resources to fuel our growth.
As of December 31, 2022, we have one outstanding
loan with Migdalor Business Investments Fund (“Migdalor”) in the original principal amount of approximately $6 million which
is secured by all our assets (the “Migdalor Loan”), and of which approximately $4.9 million remains outstanding. In December
2022, we deposited $2 million to a Company-owned interest bearing bank account, or the “designated account” and an additional
$2 million was deposited on or about February 28, 2023. Migdalor consented to allow us to seek additional accounts receivable financing
which would be used to partially repay the Migdalor Loan, which would reduce or eliminate the Additional Deposit (as defined in our agreement
with Migdalor) and increase free operating cashflow.
Initial Public Offering
On May 17, 2022, we closed our initial public
offering (“IPO”) of common shares, in which we sold a total of 4,212,500 shares of common stock at $4 per share, including
462,500 shares pursuant to the partial exercise of the underwriters’ over-allotment option, for total net proceeds of $15.4 million
after deducting underwriting discounts and commissions of $1.4 million before additionally paid offering expenses of approximately $1.0
million amounting to proceeds available to us of $14.4 million.
Issuer Purchases of Equity Securities
On November 17, 2022, the Board authorized a stock
repurchase program pursuant to which we may repurchase up to $1.0 million of outstanding shares of our common stock. The Board authorized
us to purchase our common stock from time to time on a discretionary basis through open market or private transactions, through block
trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b-18 of the Securities Exchange Act, as amended,
and other applicable legal requirements.
Repurchases
under the share repurchase program will be made at management’s discretion at prices management considers to be attractive and in
the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading
price of the stock, alternative uses for capital, and our financial performance. The repurchase program may be suspended, terminated or
modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment
opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases.
The repurchase program does not obligate us to purchase any particular number of shares.
Our Technology
To address many of the most difficult wide-area
IoT connectivity challenges, we combine the benefits of fiber-optic infrastructure, where available, with the hidden potential in existing
legacy copper/coax wires that already connect billions of locations and devices globally (often at low speed, experiencing interruptions
and presenting poor information security, delivering mostly voice, or low speed control signals). However, these lines are readily
available at no additional deployment cost and can reach, as we believe, most locations. Using our patented signal-processing software
and hardware technology and system architecture, we can “upgrade” these lines, by deriving fiber-grade performance from them,
and integrate them with new fiber installations, where available, to create a seamless end-to-end hybrid-fiber-copper network, enabling
fast, reliable, and safe fiber-grade connectivity that is rapid to deploy and highly cost effective.
Our technology is both powerful and compact, and
is built as a relatively small set of feature-rich network elements, that serve as building block in many IoT verticals. These elements
include switches, typically enhanced with signal processing SW, concentrators, reach extenders, data encryption elements, power sources
and a smart networking software that allows for remote management and monitoring down to the single element and line performance, configuration
management making complex network topologies easy to deploy, analyze, debug and remote SW download to help with remote handling of large
and small networks.
2
Our solutions can also provide remote power over
the same existing copper lines to power up network elements and IoT components connected to them (like cameras and meters). Connecting
power lines to millions of IoT locations can be costly and very time consuming (similar to data connectivity). By offering the ability
to combine power delivery over the same copper lines used 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.
Rapid Deployment and Lower Cost of Critical
Connectivity for IoT
We aim to become the global leading provider of
cyber-secure, cost-effective and quick-to-deploy hybrid networking for all wide-area IoT applications. Our products work over all types
of wireline media on the global data network, whether owned or operated by telecom service providers or a private network operated by
enterprises or government organizations. Our products are structured as building blocks for most IoT applications, and are feature-rich.
This allows for one Actelis platform to often replace multiple other platforms available in the market, allowing for space-saving installation,
energy conservation (which we believe results in a greener network), and making network planning easier for our customers. We aim at having
our products installed and help accelerate deployment of wire-area IoT projects and applications everywhere.
For example, in one of the projects where our
solutions are deployed, we found that 70% of locations are easy-to-reach with new fiber optic installation. Connectivity for such easy-to-reach
locations may, as we believe, average $26,000 per mile for new fiber laid on poles, and can take between days to weeks to connect.
However, the remaining 30% of locations were hard-to-reach with new fiber optics, and accordingly may require boring or trenching to reach
IoT sensors or camera locations. Getting fiber to those 30% of hard-to-reach would require potentially connecting over obstacles, roads,
long distances, and may also require obtaining the right of way and permits for extensive civil works. We believe this aspect of the deployment
of new fiber optics may cost up to $400,000 per mile, which for this particular project would have impacted thousands of miles of roads,
resulting in enormous cost, delay and interruption to traffic..
In another project, we have been selected to provide
networking for a major city that has fiber installed to 15% of its traffic junctions, however 85% of its junctions are connected to low
performance copper lines susceptible for bad actors to tamper with. Upgrading the entire city’s infrastructure to Fiber would have
involved major civil works, permit delays and traffic interruptions for months or years, with a cost that would greatly exceed city’s
budget. Our hybrid fiber-copper network allowed for the city to use its 15% fiber deployment, upgrade instantly the performance of its
existing 85% copper lines to fiber-grade and join the two under a comprehensive management and security software package from Actelis
to create one seamless network, while providing major savings of both time and money.
In another project, we provided our hybrid networking
connectivity solution with remote powering over the data lines to 3G and 4G base stations. Looking forward, we believe that a dense grid
of 5G small cells would be required to enable global 5G coverage, which, may accelerate IoT deployment in many smart city projects and
other dense areas. We believe that connecting and powering these 5G small cells to the network cost effectively and rapidly, in both hard-to-reach
and easy-to-reach locations is key to successful and timely deployment for such network.
In 2022, we released our first product family
of hardened, hybrid, encrypted fiber-copper product family with 10Gbps switching capacity.
In 2023, we expect to further release, multi-Gigabit,
encrypted and cyber-hardened, hybrid fiber-copper product families higher performance for cities, campuses, roads and rail, airports and
5G base stations backhaul.
Cyber Security
IoT networks are vulnerable to cyber-attacks as
they often carry data related to critical processes and applications, such as provision of energy, water, gas and transportation services,
to large populations. We believe that this data requires enhanced security within the network.
3
Our products all include cyber safety features
that we are constantly developing. They currently include network traffic encryption and coding. We have developed and implemented a multi-layered
“Triple Shield” technology that includes (i) information coding for resilience and security (for copper wires); (ii) multi-line
information scrambling for increased resilience and added security (for copper wires); and (iii) an additional 256-bit hardware-based
real-time encryption of data running over fiber or copper — creating end-to-end protection for the entire hybrid network.
Our network management software is also cyber-hardened and helps protect the system. Our systems have been selected for deployment in
sensitive applications with U.S. DoD and other governments and military organizations, airports, utility companies, oil and gas companies,
smart cities, rail and traffic applications globally.
Since our IPO, we invested in further strengthening
our focus on adding more cybersecurity capabilities and solutions for our customers. We have invested in software and hardware capabilities
enhancing encryption of the data carried by our systems; we have introduced encrypted, cyber-hardened network management protocols; we
have also introduced encryption of operating systems running on our devices. Furthermore, we have acquired the necessary software protocol
and are in the process of certifying our product lines for Federal Intelligence Protocol Standards (FIPS). We are exploring directions
to provide software services to our customers that would allow them to flexibly safeguard their critical networks, and intelligently isolate
and protect from bad actors attacking their networks.
Market Verticals We Address
We execute our vision through a multi-channel,
global approach that combines our expertise, with the expertise of our trusted business partners, system integrators, distributors, and
consultants.
We operate a vertical based marketing plan where
we dedicate efforts and resources to each vertical. The IoT verticals that we have focused on include: (1) ITS; (4) rail; (2)
federal and military; (3) airports; (5) energy and water; (6) smart city; (7) education campuses; and (8) industrial campuses.
Our products are utilized within networks that have been deployed, for example by the City of Los Angeles, Highways England, Federal Aviation
Administration, the US military, including Air Force and Navy, and Stanford University. Our customers benefit from rapidly and cost-effectively
enabling their critical IoT functions such as traffic cameras and smart signaling, security cameras, smart parking meters and ticketing,
rail signaling and control, electrical substation management and protection, military operations, and many more. To date, we have been
most successful in selling to customers in the intelligent transportation systems, rail, federal and military, and airports markets, primarily
in the US, Canada, Europe, and Japan.
State of IoT Connectivity Market
IoT infrastructure connectivity demand is growing
rapidly. We believe there is an urgent need to connect tens of millions of locations with a fast and secure connection. A huge challenge
for IoT projects is that implementing connectivity between different IoT points in a network can consume the majority of a project’s
cost and time to implement, including unpredictable and unanticipated challenges that arise in each individual project.
According to a report by Facts and Factors (January
2022) Global Internet of Things (IoT) market is expected to grow to $ 1.8 trillion by 2028, at a Compounded Average Growth Rate (CAGR)
of 24.5%.
According to a report by Grand View Research (December 2022),
the smart city market for connectivity infrastructure alone is expected to reach to $6,965.02 billion by 2030 at a CAGR of 25.8%. Accordingly,
we believe that the number of IoT applications requiring our fast, smart, and secure connectivity is immense and provides us with a great
market opportunity to grow our business. From smart transportation systems (smart cameras, smart lights and signals, Vehicle to Everything,
or V2X communication) and smart security (cameras and radars), to smart parking, smart rail, power station monitoring, and industrial
and warehouse automation, we believe that we are uniquely positioned to address all of these applications in a versatile and flexible
manner.
We believe that there is an unserved segment that
is extremely large within that market pertaining to the challenges in protecting the interface between the physical security and the cybersecurity
of campuses, enterprises, industrial IoT (IIoT), government facilities, Smart Cities and utility plants.
We
believe that 5G mobile technology will play a major role in the implementation and scaling of IoT networks. According to research published
by ABI Research in January 2021, 5G technology is expected to grow at a CAGR of 41.2% between 2021 and 2027 with a major part of
that growth coming from servicing IoT networks. According to Grand View Research, the global small cell 5G network market size was valued
at $999.43 million in 2021. The market is expected to grow at a CAGR of
72.7% between 2022-2030.
5G base stations and small cells need to be deployed
in a dense grid of millions of locations and need to be connected to Gigabit speed communication and power. We are addressing these needs
for the rapid connectivity and power, aiming at enabling faster and more cost-effective deployment of 5G in IoT.
4
Our Solutions
We have invested nearly $100 million over
the years to develop its patented, multi-layered “Triple Shield” technology, which can serve all connectivity markets.
Our Triple Shield technology includes signal processing SW that is implementing optimization of multi-line signal coordination, the elimination
of interference to boost connectivity performance, the optimization of coding for resilience and security, multi-line data scrambling
for low latency, increased resilience, and added security. Our solutions also offer implementation of 256-bit encryption of transmission
for data running over fiber or copper for network-wide protection of data. Our technology is packaged into a small set of compact, hardened,
feature-rich network elements (such as switches, concentrators and reach extenders) — the MetaLIGHT product family — that
are used as building blocks addressing the needs of most wide-area IoT verticals and applications, in a space-and energy-saving fashion.
The ability to drive remote powering and synchronization signals to network ends over existing copper transmission lines provides additional
significant cost-and-time benefits to network operators.
Our offering includes our network management software,
providing built-in automation to help configure, manage, monitor, safeguard, install and maintain complex, hybrid networks of thousands
of elements remotely.
We aim to continue developing our technology to
include more system-wide security and further hybridity across all types of infrastructure. We will also seek to include cutting-edge
computing capabilities to serve all connectivity needs for our IoT customers, in an effective and easily deployable way, while maintaining
our commitment to serve our existing Telco customers.
We believe that our strong reputation as a provider
of high-quality solutions, and the trust we gain from being recognized as a solid solution provider by prominent customers (such as the
U.S. DoD) help us execute our strategy.
Products
5
We also offer support and maintenance services
together with the sales of our product. This includes consulting, telephone troubleshooting and remote support, training, product repairs
and software updates.
Product Specifications
Our products use advanced signal processing implemented
at the system level, with an approach that treats multiple copper lines as one multi-line channel, which we believe to achieve the following
benefits:
In addition to these main benefits, we have focused
our efforts and implemented technologies in our products in order to achieve the following:
● Integration of remote powering and data on the same copper pairs;
● Minimizing transmission delay to support delay-sensitive applications; and
Since our inception, our business was focused
on serving telecommunication service providers, also known as Telcos, for enterprises and residential customers. Our products and solutions
have been deployed with more than 100 telecommunication service providers worldwide, in enterprise, residential and mobile base station
connectivity applications. In recent years, as we have further developed our technology and rolled out additional products, we turned
our focus on serving the IoT markets. Our operations are focused on our fast-growing IoT business, while maintaining our commitment to
our existing Telco customers.
6
Our Competitive Advantage
We have invested heavily and over more than 10 years
in the development of copper technologies and hybrid fiber-copper communication systems to create a solution that enables high-speed communication
over real-life networks of mixed media, securely, reliably, and with Gigabit-grade resilience.
Copper lines are readily available in billions
of locations. They are often buried in the ground or hanging from telephone poles, in bundles of tens or hundreds of wires.
Copper by itself was never designed for high-speed
communication. Attempts to deliver high-speed would encounter many problems, including signal attenuation, interference from other lines
in the Bundle and from any external electrical sources, variable quality and signal interruptions, and variable latency. Such wires are
also relatively easy to tap into physically, and the information is also radiated outside of the cable and may be exposed to security
threats.
In order to correct the issues with providing
high speed communications over copper wiring, we developed technologies utilizing a multi-line approach, encoding, scrambling and processing
the signals at system level (rather than at the single lines level), and finally also offering data encryption, to combat interference,
electromagnetic noise, and issues with copper line quality and data security.
The next step was to integrate our existing technologies
into hybrid-fiber-copper building blocks, that provide seamless communication over mixed, real-life fiber-copper networks, and many other
advantages.
We believe our product offering offers a unique
solution on the market in terms of value, by providing the following:
● High performance hybrid-fiber-copper communication system
● Speeds from 10Mbps to 10Gbps
● Reach of up to 100Km (speed declines over long distances in copper)
● Cyber-protection on several levels, including Triple Shield Protection:
● Multi-line data scrambling and coding (copper)
● 256-bit system-wide encryption
● Advanced switching functions supporting complex network topologies
● Power feeding for cameras and other IoT devices with the data cable
● Routing functions
We believe that the combination of these advantages
provide our customers with a highly cost-effective solution to quickly obtain IoT connectivity anywhere in their network.
7
We believe that our hybrid-fiber-copper solutions
have a significant competitive advantage in several layers: (a) copper performance (speed, reach, link stability and data security);
(b) seamless fiber-copper integration and end-to-end data encryption; (c) overall system cyber-hardened design; (d) versatile,
compact and feature-dense products with a good fit to the vast majority of applications; (e) very high product and transmission reliability;
automatic configuration tools and advanced management of every element in the field; and (f) highly cost-effective when compared
to alternatives. We believe that these advantages lead to very good value for our customers for both rapid deployment to all locations,
regardless of whether these locations are hard to reach. We also believe that these characteristics provide us with a competitive advantages
against many, if not all, companies in our space, such as Cisco, Rad, Nokia, Siemens, Belden and others.
We have hundreds of large, medium and small network
operators as end users of our products, including municipalities, railway, electricity, water infrastructure companies and military customers.
We believe that we enjoy a good reputation for offering reliable, high-performance and high-end products. We expect that the acceptance
process for our new products for existing customers will become simpler due to customers positive accumulated experience working with
us. We also have many non-exclusive third-party distributors, resellers and system integrators and partners around the world, located
in the U.S., Canada, Mexico, Costa Rica, Germany, Italy, Spain, Scandinavian countries, Greece, Netherlands, Japan, and India. These non-exclusive
third-party distributors are used to selling our products, and we believe that they appreciate the reliability of our products and the
quality of service and support that we provide. All of these advantages constitute an entry barrier, which we believe may make it more
difficult for a competitor to reach a similar status.
We believe that over the past years, we have built
a reputation for providing, according to our customers, reliable, high-quality communication solutions with better copper and hybrid fiber-copper
performance than other alternatives on the market. A competitor who wants to enter the market will have to compete with our reputation,
which has been acquired over a long period by providing long-term quality service to hundreds of network operators and hundreds of thousands
of end customers and IoT elements.
Our Sales and Marketing Strategy
We operate through two regions — Americas
and International (consisting of EMEA, or Europe, Middle East and Africa, and APAC, or Asia Pacific) in a matrix with a vertical structure
that is described below. Our sales and support teams are currently located in the United States, Mexico, Germany, Israel, and India. We
also execute our sales and marketing plan through a multi-channel by vertical global approach that combines our expertise with the expertise
of our trusted business partners. Our current business partners, as well as the partners we will seek in the future, are system integrators,
distributors, contractors, resellers, and consultants. Our business partners are currently located in North America, Central America,
throughout Europe, India, Singapore, China, Australia, Vietnam, Malaysia and Japan. Once we identify a relevant business opportunity in
a new territory, we seek to partner with local business partners or agents. We believe our strong brand name of high-quality communication
solutions, as well as the credibility we gain with esteemed customers such as the U.S. DoD, enhances our ability to provide our services.
For example, MetaLight 600 Series was approved for deployment by U.S. DoD and is on the Approved Product List (APL) since 2019.
We operate a vertical based marketing plan where
we dedicate tailored solutions and individual resources to each specific vertical. Our verticals include Intelligent Traffic Systems (ITS),
rail, smart city, Telco, utilities, federal and military.
ITS
ITS include customers who manage road systems
such as departments of traffic on either the municipality, county, state, or national level. The types of applications in this vertical
that require communication include road cameras, lane management systems, and road signs.
Rail
Rail systems include customers who own and operate
traditional inter-city rail lines as well as light rails. Some applications requiring communication in this vertical are central train
control systems, rail signals, safety cameras and alert sensors, and rail station communication. We currently have projects within this
vertical in North America, Europe, and Asia Pacific.
Federal and Military
Our current and future federal and military federal
aviation authorities, US military, Air Force and Navy bases, and other government and military facilities. For example, during 2022, we
were selected by Norseman Defense Technologies as an authorized sales partner to provide our solutions to all branches of the US Military
and Government. The types of applications within this vertical that requiring communication include radars, perimeter security systems,
energy systems, offices, laboratories and residences. We currently have projects within this vertical in North America, Europe and Asia
Pacific.
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Airports
Airports include customers who are either a State
or Federal airport agency, or a service provider to the airport industry. The types of applications within this vertical requiring communication
are airport security, baggage management, and airport Wi-Fi. In 2022, we started delivering to our new airport integration customer, who
is a worldwide market-leader in airport operation technology, with which we signed an agreement to provide our solutions to hundreds of
airports in 39 countries.
Energy and Water
Energy and water include customers such as electric
utilities, oil companies and water utilities. The types of applications within this vertical that require communication are sub-station
monitoring, oil and gas pipeline and refineries, electric and water flow monitoring, and perimeter security. We have projects within this
vertical in North America and Europe.
Smart City
We believe the goal of nearly any city worldwide
is to become smarter and better serve its residents and visitors. Smart city customers include such municipalities. The types of applications
in this vertical requiring communication include security cameras, parking management, energy and water management, waste management,
digital signs, and provision of Wi-Fi connectivity. We currently have projects in more than 100 cities, mostly in North America and Europe.
Telco
Telco customers include communication service
providers of both wired and wireless services (including 4G and 5G). The types of applications within this vertical requiring communication
include enterprise offices, branch offices, residential buildings, educational facilities and back-haul for mobile base stations.
Channel and Territory coverage
The majority of our business is conducted indirectly
through various types of business partners, namely system integrators, distributors, contractors, resellers and consultants. Nevertheless,
our team often accompanies a channel partner during the selling process to help secure a deal with an end-user. We seek to cover the geographic
territories in which we sell, in combination with the target verticals described above. In this effort, we take advantage of existing
strong relationships with business partners in the United States, Canada, Europe, Latin America, and Asia Pacific and also seek to
recruit new business partners that can help us expand our coverage.
In addition, we maintain a website (at www.actelis.com)
tailored to the IoT strategy and is expanding our marketing initiatives (professional organizations, shows, online targeting, online campaigns
and lead generation) to grow our opportunity pipeline.
We operate through two main regional sales teams — Americas
and International (consisting of EMEA (Europe, Middle East and Africa) and APAC (Asia Pacific)) in a vertical model similar to that which
was described in our marketing strategy above, and generates its pipeline of leads and opportunities through a combination of channel
presence, on-line presence as well as direct touch. Our sales teams are very experienced in the target verticals and have significant
competencies in the target networks of decision makers. We intend to invest in expanding this presence and strength.
Software and Services
Our products consist of hardware and an embedded
software that function together to deliver the product’s essential functionality. Our products are sold with a two-year warranty
for repairs or replacements of the product in the event of damage or failure during the term of the support period, which is accounted
for as a standard warranty. Services relating to repair or replacement of hardware beyond the standard warranty period are offered under
renewable, fee-based contracts and include telephone support, remote diagnostics, and access to on-site technical support personnel.
We also offer our customers our EMS management
software, either as perpetual or term based. EMS is optional and is being sold separately from our hardware products, and has been sold
either as per-element license, or as a license for a whole network.
Our customers may request added functions and
features for their specific need which we can customize for an additional fee.
We also offer our customers product support services
which include telephone support, remote diagnostics, and access to on-site technical support personnel. Such support service is sold as
a standalone contract or in combination with EMS management software and is offered for a term, usually 12 months with a renewal option.
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Additionally, our customers can purchase software
support service which allow them to receive some additional features or free upgrades. Such support service is sold as a separate contract.
We offer service contracts at different levels
(Silver, Gold, Platinum), which may include different levels of support (remotely or in the field), hardware repairs, spare parts, help
with network design, and SW/HW upgrades. Such service contracts are sold separately from the sale of hardware products and may be sold
combined with our EMS software licenses. It usually covers periods post the expiration of our warranty period and would be renewed on
an annual basis. The cost of the service is derived from the size of the network, and the level of support required.
Competition
We compete in markets for networking and communications
services and solutions for service providers, businesses, government agencies and other organizations worldwide.
We compete with a number of companies in the markets
we serve. Our key competitors include Moxa Technologies, ADTRAN, Inc., FlexDSL Telecommunications AG, EtherWAN Systems, Inc. and Belden
Inc.
We believe the following competitive attributes
are necessary for our solutions to successfully compete in IoT networking market:
● the performance and reliability of our solutions;
● cost of deployment and return on investment in terms of cost savings;
● cross-platform operability;
● security;
● ease of implementation and use of service;
● high quality customer support; and
● price.
We believe that we compare favorably on the basis
of the factors listed above. However, many of our competitors have substantially greater financial, technical, and marketing resources;
relationships with large vendor partners; larger global presence; larger customer bases; longer operating histories; greater brand recognition;
and more established relationships in the industry than we do. Furthermore, new entrants not currently considered to be competitors may
enter the market through acquisitions, partnerships, or strategic relationships. See “Risk Factors — New competitors
may enter the marketplace and begin to compete with the Company.”
Manufacturing, Procurement and Logistics
We take advantage of the combination of our inhouse
skills and those of the third parties we partner with to execute our operational tasks which are planning and manufacturing finished goods
inventory, planning and procuring raw materials and delivering products to our customers based on promised delivery schedules.
Our raw material consists of electronic chipsets,
FPGA components, modems, and other electronic and mechanical components. Most of those components are procured by our contract manufacturers
from Israel and we assist them as needed in specific cases. Since the breakout of COVID19, as the world is experiencing shortages of electronic
components, we have assisted our manufacturers to acquire components that are harder to find. We recently secured components which were
announced to be end of life by their manufacturers in order to ensure adequate quantities of future product shipments.
Our products are assembled by various contract
manufacturers, located in Israel and in Taiwan who possess the expertise of assembly and quality control required for electronic manufacturing
in a turn-key fashion. Some of our products are manufactured to our specifications under an OEM arrangement. The company uses state-of-the-art
logistics services from the best providers worldwide and also has in-house expertise in executing such required processes.
We believe that we can add and/or replace our
contract manufacturer if necessary. We have successfully transitioned from one contract manufacturer to another in the past, and we believe
that a transition would be achievable, if necessary, in the future typically within three to six months.
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Warranty
Our products are generally sold with a standard
warranty of two years for product defects, as well a technical center support, during normal business hours, for incidents raised by properly
trained personnel. Within the warranty agreement, we offer to repair or replace defective products, or software bug fixes. Upon expiration
of the warranty period, the customer has an option to purchase an extended warranty contract for an additional fee, typically for one
or more periods of 12 months.
Growth Strategy
Global Expansion and Recognition
We intend to leverage (a) the customers,
partners, and representatives’ presence in over 30 countries including the Americas, Europe and Asia, (b) brand recognition
developed over more than 10 years, and (c) the fact that our products are differentiated, as we believe, and offer unique value — to
expand into virtually all IoT verticals, and become the vendor of choice for cyber-protected building blocks for all IoT networking globally.
In order to achieve the right level of global
coverage, we are expanding our network of partners and representatives and aim increasingly at partnering with larger numbers of companies
with global presence. For example, we recently selected Norseman Technologies to serve as a business partner integrator of our products
to the Federal and military markets in the US through their acquisition contracts. Additionally, we signed up new business partners in
Europe and Asia Pacific, such as in Singapore, China, Vietnam and Malaysia.
We are investing in growing our sales, channel
management and support teams, and dedicate resources which specialize in specific verticals in each of the theaters. In August 2022, we
hired a new VP of Marketing who is executing campaigns through social media, industry shows and conferences and other online means. We
also are investing in lead-generation activities through third-parties who specialize in this practice.
Expansion of Multi-year deals
Over the past years, we entered into several
large multi-year contracts with ITS, military, airports, and more that will generate more predictable sales for the next several years.
For example, since the IPO, we announced several new deals we won or started to deliver, such as the worldwide airport technology provider,
a provider of energy services to a major European city in a major European country, the city of San Jose, California and Northern Ireland
railways. We intend to expand this strategy by investing in sales and marketing presence to extend the length these contracts and add
many others.
Expansion into Cyber Security, Recurring Revenue
Model
Cyber security is becoming increasingly more important
for critical IoT infrastructure. Some countries, like Germany, are starting to mandate encryption on all IoT communication, and we believe
this trend will continue. Our products are already capable to deliver sensitive information for many critical IoT applications, and we
invest intend to invest more in making this a strong differentiator, and to have our products recognized as the most cyber-safe IoT building
blocks in the growing secure IoT communication market.
Beyond that, we are expanding our cyber-protection
capabilities to provide protection not only of the data that is running in the system, but also to help protect elements and devices connected
to the network, especially in the interface between the physical and cybersecurity systems.
Adding the 5G Connectivity for IoT
A dense grid of 5G small cells is required in
order to build a global 5G coverage, which, as we believe, may be key to IoT deployment in many smart cities and other dense areas. We