🧾 What This Document Is

This is a Form 8-K, which is a report companies file with the SEC to announce major, shareholder-affecting news. Think of it as an official "breaking news" bulletin.

This specific 8-K contains a press release announcing that Actelis Networks is being moved off the main Nasdaq stock exchange. It's a required disclosure to keep investors informed.

📢 The Main Announcement: A Stock Exchange Move

In simple terms, Actelis is losing its listing on the Nasdaq stock market. Its stock will stop trading there and will instead move to the OTC Markets, which is a different, less prominent trading venue.

👉 Key Takeaway: This is a downgrade in where the stock is traded, not a shutdown of the company itself.

Key Details:

• Decision Maker: The Nasdaq Hearings Panel made the final call.
• Effective Date: Trading on Nasdaq is suspended starting April 10, 2026.
• New Venue: Shares will be quoted on the OTC Markets. The company plans to apply for the OTCQB Venture Market, a tier within the OTC Markets for developing companies.

🏢 What The Company Does

In simple terms, Actelis Networks builds special networking hardware and software. They create products that help governments, utilities, and transportation systems quickly set up secure, high-performance internet and data networks, often using a mix of fiber optic and existing copper wires.

They focus on "cyber-hardened" solutions, meaning their products are designed to be extra secure against hacking, which is a big deal for critical infrastructure like traffic lights or power grids.

⚖️ Why Did This Happen?

The delisting is due to a specific rule: Nasdaq requires companies to maintain a minimum stock price (the "bid price"). Actelis's stock price fell below this required level and stayed there.

👉 Key Takeaway: The company tried to present a plan to fix this and get the price back up, but the Nasdaq panel rejected that plan and decided on delisting instead.

The CEO, Tuvia Barlev, emphasized this is about the listing venue, not the company's health. He stated, “This is not the outcome we had sought, but it is important to emphasize that this development is limited to our listing venue and does not reflect the underlying strength of our business.”

🔄 What Happens Next & The Company's Plan

Actelis is juggling two paths forward:

1. Immediate Move: They are transitioning trading to the OTC Markets to ensure shareholders can still buy and sell shares.
2. Long-Term Goal: They are actively evaluating "all available options" to relist on Nasdaq in the future.

👉 Important Reality Check: The company warns there is no guarantee that trading on the OTC Markets will be active or that brokers will even make a market for the stock. This could make it harder for investors to sell their shares.

💼 Business As Usual?

According to the press release, the company insists its day-to-day operations are not expected to be impacted. They remain a "reporting company" with the SEC, meaning they still have to file regular financial reports (like 10-Ks and 10-Qs).

The CEO highlighted ongoing demand for their products in transportation, government, and critical infrastructure, pointing to "recent project expansions and deployments" as evidence the business is moving forward.

⚖️ Big Picture: Strengths & Risks

👍 Strengths / The Silver Lining:

• Continued Operations: The core business isn't shutting down.
• Strategic Focus: Management is publicly committed to a growth strategy and commercial execution.
• Path Forward: They have a stated plan (OTC listing + Nasdaq relisting efforts).

⚠️ Risks / The Concerns:

• Liquidity Risk: Trading on the OTC Markets is typically less liquid. It may be harder to buy or sell shares quickly at a fair price.
• Perception & Credibility: Delisting can be seen negatively by the market and may affect investor confidence.
• Uncertain Relisting: There's no timeline or guarantee they will successfully return to Nasdaq.
• Potential Loss of Institutional Investors: Some large funds have rules that prevent them from owning stocks not listed on major exchanges like Nasdaq or NYSE.

🌍 Why This Matters to Investors

For current and potential investors, this news changes the practical reality of owning the stock. It moves from a regulated, high-visibility exchange to a less transparent market. While the company's fundamentals are the ultimate driver of long-term value, this event introduces friction (liquidity, visibility) and is often a symptom of longer-term stock price weakness.

It signals that the company is now in a phase where it must prove its business model can generate sustainable profitability and stock price recovery to regain its major exchange status.

🧠 The Analogy

Think of a store moving from a prime, well-lit location in a major shopping mall (Nasdaq) to a smaller stall in a nearby market (OTC). The products they sell (the business) are the same, and they're still open for business. But foot traffic (trader interest) might be lower, and it could be harder for customers (investors) to find them or get a good deal quickly. The store's goal is to fix its finances and earn its way back into the mall.

🧩 Final Takeaway

Actelis Networks is being delisted from Nasdaq due to a low stock price and must now trade on the OTC Markets. While the company says operations continue, investors face increased risk due to potentially lower trading liquidity and the stigma of delisting. The path back to Nasdaq is uncertain.

Investor Relations Contact: Arx Investor Relations North American Equities Desk [email protected]