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, 2023
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. ☐
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 ☒
The aggregate market value of voting and non-voting
common equity held by non-affiliates of the registrant as of June 30, 2023, the last business day of the registrant’s most recently
completed second fiscal quarter, was approximately $5,472,624 based on the closing sale price on that date of $3.18. 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 20, 2024, there were 3,020,268 shares
of the registrant’s common stock, par value $0.0001 per share, outstanding, including treasury shares.
ACTELIS
NETWORKS, INC.
FORM 10-K
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2023
TABLE
OF CONTENTS
PART I
ITEM 1. BUSINESS 1
ITEM 1A. RISK FACTORS 16
ITEM 1B. UNRESOLVED STAFF COMMENTS 41
ITEM 1C. CYBERSECURITY 42
ITEM 2. PROPERTIES 42
ITEM 3. LEGAL PROCEEDINGS 42
ITEM 4. MINE SAFETY DISCLOSURES 42
PART II
ITEM 6. [RESERVED] 43
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 51
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA F-1
ITEM 9A. CONTROLS AND PROCEDURES 52
ITEM 9B. OTHER INFORMATION 54
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 54
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 55
ITEM 11. EXECUTIVE COMPENSATION 64
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 74
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 75
SIGNATURES 77
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 continue as a going concern;
● 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.”
On
April 19, 2023, we effected a reverse stock split of our shares of common stock at the ratio of 1-for-10. Unless indicated otherwise by
the context, all common stock, option, warrant and per share amounts as well as share prices appearing this Annual Report on Form 10-K
have been adjusted to give retroactive effect to the stock split for all periods presented.
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, 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, 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 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.
1
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 introduced new product offering, some of which could serve
both the IoT markets and our Telco customers.
We derive a growing portion
of our revenue from our existing and new IoT customers. For the years ended December 31, 2023 and December 31, 2022, our
IoT customers in the aggregate accounted for approximately 73% and 65% 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, 2023 and December 31, 2022, our
top ten customers in the aggregate accounted for approximately 66% and 82% of our revenues.
We
have incurred significant losses and negative cash flows from operations and as of December 31, 2023, we had an accumulated deficit
of $39.7 million. We have funded our operations to date through equity
financing and we had cash on hand (including short term bank deposits and restricted cash equivalents)
of $2.4 million and long-term restricted cash and cash equivalents and
restricted bank deposits of $3.4 million as of December 31, 2023. We continue to invest in sales and marketing resources to fuel
our growth.
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 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.
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.
2
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 introduced the
next-generation product families for hybrid-fiber-copper (or in short “hybrid-fiber”) Gigabit grade connectivity under the
product family name, “Gigaline” or GL. Under the Gigaline families of hybrid-fiber networking solutions for fiber, copper
and coax environments, we solved new challenges faced by our IoT and telecom customers and expanded our offerings.
Cybersecurity
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.
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, coax 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.
We continue to invest
in further strengthening our focus on 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 successfully
completed the certification of our product lines for Federal Intelligence Protocol Standards (FIPS) and were approved by the
DoD’s Joint Interoperability Test Command (JITC) for interoperability and cybersecurity approved product list (APL) in 2024.
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. We refer to such objective as Cyber-Aware
Networking.
3
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
Recent Developments
December 2023 Private Placement Offering
On December 17,
2023, we entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the
“Investor”), pursuant to which we agreed to issue and sell to the Investor in a private placement (the
“Offering”) (i) 301,000 shares (the “Shares”) of common stock of the Company, $0.0001 par value (the
“Common Stock”), (ii) 970,187 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 970,187
shares of Common Stock and (iii) warrants to purchase up to 1,271,187 shares of Common Stock (“Common Warrants” and
collectively with the Shares and the Common Warrants, the “Securities”) for a purchase price of $1.18 per share of
Common Stock and related Common Warrant or $1.1799 per Pre-Funded Warrant and related Common Warrant, for a total aggregate gross
proceeds of approximately $1.5 million. The Offering closed on December 20, 2023.
Nasdaq Listing Compliance
On
August 25, 2023, we received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (the “Nasdaq
Staff”) 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. We had until February 21, 2024 to evidence compliance with the Minimum Shareholders’ Equity Requirement. As
of the date of this Annual Report, we have not provided such evidence. In the event that our shares of common stock would be subject to
delisting, we intend to timely request a hearing before the Nasdaq Hearings Panel (the “Panel”). For more information
about this risk, please see “Item 1.A – Risk Factors – Risks Related to Our Business Operations – 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”.
May 2023 Private Placement Offering
On May 4, 2023, we entered
into a securities purchase agreement with an accredited investor (the “Investor”), pursuant to which we agreed to issue
and sell to the Investor in a private placement (the “May 2023 Private Placement”) (i) 190,000 shares (the “Shares”)
of Common Stock, (ii) 754,670 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 754,670 shares of Common
Stock and (iii) warrants to purchase up to 944,670 shares of Common Stock (“Common Warrants” and collectively with the
Shares and the Common Warrants, the “Securities”) for a purchase price of $3.705 per share of Common Stock and related Common
Warrant or $3.7049 per Pre-Funded Warrant and related Common Warrant, for a total aggregate gross proceeds of approximately $3.5 million.
The Offering closed on May 8, 2023. The Common Warrants have an exercise price of $3.58 per share, are exercisable immediately
upon issuance and expire five and one-half years following the issuance.
Our Solutions
We have invested nearly $100 million
over the years to develop our patented, multi-layered “Triple Shield” technology, which can serve all connectivity markets.
Our Triple Shield technology includes signal processing software 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.
In 2023, we introduced the
next-generation product families for hybrid-fiber-copper (or in short “hybrid-fiber”) Gigabit grade connectivity under the
product family name, “Gigaline” or GL. Under the Gigaline families of hybrid-fiber networking solutions for fiber, copper
and coax environments, we solved new challenges faced by our IoT and telecm customers and expanded our offerings.
One such product line, the
GL800 aims at extending multi-gigabit fiber-grade connectivity to buildings, enterprises, IoT installations, campuses, and 5G/4G base
stations.
5
A second product line, the
GL900, extends Gigabit connectivity from fiber installations outside buildings (“homes passed” by fiber) into individual offices
and apartments within MDUs and MTUs, without the need for landlord investment in re-wiring buildings with fiber. MDU/MTU market in the
US alone is estimated by the company to include more than 18M buildings.
A third product group, GL5000
and GL6000, that was introduced in 2023 includes over 40 variants of hardened, 10Gbps fiber switches to expand our fiber offering into
the IoT market.
Our product offering includes
our EMS network management software, providing built-in automation to help configure, manage, monitor, safeguard, install and maintain
complex, hybrid networks of thousands of elements remotely. Our EMS management Software was enhanced to support these new products and
strengthened with advanced security features to support better cyber production and meet DoD demands. Our products are also built for
future integration with enhanced security services we may introduce in the future.
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
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.
6
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:
Supporting any hybrid combination of
new Fiber infrastructure and existing copper and coax infrastructure, supporting data security an encryption protocols, certified for
FIPS by US DoD labs; supporting outdoor hardened environmental requirements dense and compact to save space and allow for flexible location
setting.
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 (Telecom), 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 Telecom customers.
Our Competitive Advantage
We have invested heavily and
over more than 10 years in the development of copper technologies and hybrid-fiber 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 and coax lines are readily
available in billions of locations. They are often buried in the ground, running in the walls of buildings or hanging from telephone poles,
in bundles of tens or hundreds of wires.
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Copper wires were never designed
for long-reach, secure, high-speed communication. Attempts to deliver high-speed would encounter many problems, including signal attenuation,
cross-talk 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 building blocks, that provide seamless communication over mixed, real-life fiber-copper-coax
networks, and many other advantages.
We believe our products offer
a unique solution on the market in terms of value, by providing the following:
● High performance hybrid-fiber communication system
● Speeds from 10Mbps to 10Gbps
● Reach of up to 100Km (speed declines over long distances in copper)
Rapid installation
in hours vs. weeks or months if new infrastructure is needed
● Cyber-protection on several levels, including Triple Shield Protection:
● Multi-line data scrambling and coding (copper)
● 256-bit system-wide encryption
Military — grade,
DoD certified FIPS cyber protection
● Advanced switching functions supporting complex network topologies
● Power feeding for cameras and other IoT devices with the data cable
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● Routing functions
We believe that the combination
of these advantages provides our customers with a highly cost-effective solution to quickly obtain IoT connectivity anywhere in their
network.
We believe that our hybrid-fiber
solutions have a significant competitive advantage in several layers: (a) copper performance (speed, reach, link stability and data
security); (b) seamless fiber-copper-coax 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 advantage 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, airports, electricity, water infrastructure
companies as well as other governmental agencies and military customers. We believe that we enjoy a strong 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, Philippines, 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 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, Europe, India, Singapore, China, Australia, Vietnam 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 products and services.
For example, we achieved UL laboratories compliance with FIPS 140-2 cybersecurity standard required by the United States Department
of Defence (DoD) and the Joint Interoperability Test Command (JITC) labs approval of the Company’s products for cybersecurity and
interoperability, putting the products in the DoD Approved Products List (APL).
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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, Telecom, 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.
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. Since 2022, we are delivering to our 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.
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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 a 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.
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. While
our hybrid-fiber offerings are unique in our opinion, providing the highest value to network operators, our customer may still elect to
implement their networks in other ways.
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As such we compete with a number
of companies in the markets we serve. Our key competitors include Moxa Technologies, 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 and Telecom networking markets, and likewise we believe that
we are providing leading products in all the categories below:
Rapid deployment/implementation
● cost of deployment and return on investment in terms of cost savings;
● cross-platform operability;
● security;
● ease of implementation and use of service;
● management capabilities;
● 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 “Item 1.A - Risk Factors — New
competitors may enter the marketplace and begin to compete with the Company.”