Actelis Networks $5 Million Public Offering Analysis

Actelis Networks’ $5 million public offering at $0.80 per share represents a

that will dramatically increase the company’s outstanding shares by 87.2% while providing critical capital for operations. Based on the company’s current financial distress, this offering appears to be a necessary financing measure rather than a growth opportunity.

The offering will have profound implications for shareholder structure:

• Current shares outstanding
  : ~0.92 million shares
• New shares issued
  : 6.25 million shares ($5M ÷ $0.80)
• Total shares post-offering
  : 7.17 million shares
• Dilution percentage
  :
  87.2%
  of ownership will be new shareholders
• Market cap increase
  : From $1.01M to approximately $7.89M

The $0.80 offering price represents a

to the current trading price of $1.10, indicating:

• Significant investor skepticism about the company’s prospects
• Aggressive pricing needed to attract capital in a challenging market
• Potential for further share price decline post-offering

Actelis Networks faces severe financial challenges:

• Current ratio: 1.70 (adequate short-term liquidity)
• Quick ratio: 0.93 (below ideal 1.0 threshold, indicating inventory dependency)
• Free cash flow: -$2.42 million (negative cash generation)

• Net profit margin: -223.94% (severe losses)
• ROE: -301.36% (destroying shareholder value)
• P/E ratio: -0.13x (negative earnings)

The $5 million infusion will:

• Extend operational runway by potentially 6-12 months
• Provide working capital for ongoing contracts
• Support continued R&D investments
• Help maintain NASDAQ listing compliance (regained on Dec 9, 2025) [1]

1. Significant dilution
   : Existing shareholders will see their ownership reduced by nearly 90%
2. Share price pressure
   : The discounted offering price and increased supply likely depress the stock
3. Book value dilution
   : Tangible book value per share will decrease substantially

The offering creates a

:

• Stabilization of operations
• Ability to execute on existing contracts (Japanese railway, German city, Texas telecom) [2]
• Potential revenue growth from IoT and broadband markets
• Improved negotiating position with suppliers and customers

• Continued cash burn requiring additional financing
• Further dilution in future rounds
• Potential reverse split or delisting risks
• Complete loss of value for current shareholders

Actelis operates in the

market for IoT and broadband applications, with focus on:

• Government and military contracts
• Intelligent transportation systems
• Utility and rail infrastructure
• Telecom and campus networks [2]

• TTM revenue: $0.89 million (extremely low base)
• Geographic concentration: 78.4% from North America
• Recent orders suggest some commercial traction ($100K+ contracts)

1. Cash burn rate
   : Based on -$2.42M FCF, the $5M provides limited runway
2. Market volatility
   : 93.68% YTD decline indicates severe market skepticism
3. Operational scale
   : Sub-$1M revenue suggests very small operational footprint
4. Execution risk
   : History of inability to achieve profitability

1. Strategic contracts
   : Recent wins in Japan, Germany, and US show market acceptance
2. Technology focus
   : Cyber-hardened networking addresses growing security concerns
3. Niche expertise
   : Hybrid fiber-copper solutions for specific infrastructure needs

The $5 million public offering at $0.80 per share is

. While it provides desperately needed capital, it comes at the cost of massive dilution that significantly impairs existing shareholder value.

1. Short-term
   : The offering prevents immediate liquidity crisis but will cause substantial shareholder dilution and likely share price pressure
2. Medium-term
   : Success depends entirely on management’s ability to convert the capital into revenue growth and operational efficiency
3. Long-term
   : Without a clear path to profitability and scale, additional financing rounds may be required, further diluting shareholders

: Current shareholders should view this as a high-risk situation where the capital injection provides hope for turnaround but comes at an extremely high cost. New investors are essentially betting on management’s ability to execute a dramatic operational turnaround with limited financial runway.

[0] Gilin API Data - Actelis Networks financial analysis and market data
[1] Yahoo Finance - “Actelis Networks Regains Compliance with Nasdaq Bid Price” (December 9, 2025)
[2] Actelis Networks Official Website - Company press releases and contract announcements