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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
August 14, 2024
Actelis Networks, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-41375 |
|
52-2160309 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
4039 Clipper Court, Fremont, CA 94538
(Address of principal executive offices)
(510) 545-1045
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instructions A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, $0.0001 par value per share |
|
ASNS |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 2.02 Results of Operation and Financial
Condition.
On
August 14, 2024, Actelis Networks, Inc. issued a press release which included its results of operations for the fiscal second quarter
ended June 30, 2024. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein in its entirety.
The
information included in this Item 2.02 of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation
language in any such filing, except as expressly set forth by specific reference in such filing.
Item 7.01 Regulation
FD Disclosures.
The matters described in Item
2.02 of this Current Report on Form 8-K are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits
are filed herewith or incorporated herein by reference:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
ACTELIS NETWORKS, INC. |
|
|
Dated: August 14, 2024 |
By: |
/s/ Tuvia Barlev |
|
Name: |
Tuvia Barlev |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Actelis Networks Reports Q2 2024 Results: 372% Sequential Revenue Growth,
81% Year-Over-Year Increase, and Positive EBITDA
Actelis
Networks achieves very strong Q2 2024 performance with 372% sequential revenue growth, 81% year-over-year revenue increase, and positive
EBITDA, highlighting strong execution and financial discipline.
FREMONT,
Calif., August 14, 2024 — Actelis Networks, Inc. (NASDAQ: ASNS) (“Actelis” or the “Company”), a market
leader in cyber-hardened, rapid deployment networking solutions for wide area IoT applications, today reported financial results for
the fiscal second quarter ended June 30, 2024.
Second
Quarter and First Half 2024 Financial Highlights:
| ● | Major
Revenue Growth: Actelis achieved revenue increase to $3.43 million in Q2 2024, reflecting
an 81% year-over-year growth compared to $1.9 million in Q2 2023, and 372% sequential growth
from $0.73 million in Q1 2024, driven by the accelerated execution of large contracts, including
a significant deal with the Washington D.C. Department of Transportation. For the first half
of 2024, revenue reached $4.2 million, up from $3.7 million in the same period last year,
without a major software and services renewal valued at $1.4 million, won in July and covering
2024-2026. |
| ● | Significant
Improvement in Gross Margin: Gross margin soared to $1.9 million, or 57%, in Q2 2024,
a substantial improvement from $0.2 million, or 30%, in the prior quarter. This boost was
driven by increased revenue and a more profitable geographical mix, with minimal rise in
fixed costs. Year-over-year, Q2 2024 gross margin jumped from $0.6 million, or 33%, in Q2
2023, and for the first half of 2024, gross margin improved to $2.2 million, or 52%, from
$1.3 million, or 35%, in the same period last year, reflecting enhanced profitability. |
| ● | Continued Reduction in Operating Expenses: Operating expenses were successfully reduced by 20%
to $1.88 million (by 13% to $2.04 million excluding one-time other income) in Q2 2024, down from $2.35 million in Q2 2023. For the first
half of 2024, operating expenses decreased by 20% to $3.97 million (by 16% to $4.1 million excluding one-time other Income) compared to
the previous year, demonstrating the effectiveness of the company's ongoing cost reduction initiatives. |
| ● | Substantial narrowing of Net Loss and Positive Non-GAAP Adjusted EBITDA: Actelis reported a net
loss of $78,000 and a Non-GAAP adjusted EBITDA profit of $11,000 in Q2 2024, marking the first positive quarter since 2022. The net loss
for the first half of 2024 was reduced by 44% to $2.06 million, and the EBITDA loss decreased by 38% to $1.78 million, reflecting the
company’s improving financial health. |
| ● | Strengthened
liquidity Position: The company raised nearly $5 million in June 2024, including $2 million
signed on June 30 and closed on July 2. As of June 30, 2024, shareholders’ equity stood
at $1.06 million, and on a pro forma basis, including this fundraise, shareholders' equity
was $3.0 million—above Nasdaq's continued listing requirement of $2.5 million. |
“I
am extremely proud of our progress in the second quarter of 2024,” said Tuvia Barlev, Chairman and CEO. “Our team's relentless
efforts have translated into significant customer successes and the successful execution for key customers. We are delivering on the
commitments we made to drive growth and innovation, and the results speak to the impact of our strategic initiatives.”
Recent
Company Highlights:
| ● | Secured
and delivered a $2.3 million order from Washington D.C.’s Department of Transportation,
contributing to the city’s infrastructure modernization efforts as part of its smart
city initiatives. |
| ● | Successfully
deployed our hybrid-fiber, cyber-hardened solution in Bakersfield, CA, further demonstrating
our technology's ability to enhance urban infrastructure and security. |
| ● | Our
expense reduction program continues to yield results, with operating expenses in the first
half of 2024 reduced by 16% compared to the same period last year, in line with our strategic
cost structure optimization plan. |
| ● | The
newly launched GigaLine 800 and GigaLine 900 Multi-Dwelling Unit (MDU) solutions are generating
significant market interest, with a growing list of customer trials underway. |
A
first order for Gigaline 800 worth $160,000 from a contractor to a major military carrier was received, a major milestone in executing
on the new products’ potential.
| ● | Reported
multiple customer wins across various markets in the past 90 days, reinforcing our position
as a leader in networking solutions. |
| ● | We continue to work on the deal with Quality Industrial Corp and have extended the no-shop period until August 16. |
| ● | Despite
ongoing tensions and conflicts in the Middle East, Actelis’ operations remain unaffected.
We are closely monitoring the situation and are prepared to make necessary adjustments as
events unfold. |
“Our
second quarter performance reflects the tangible progress we’re making in executing our growth strategy, especially in key sectors
like intelligent transportation and critical infrastructure,” said Tuvia Barlev, Chairman and CEO of Actelis. “The significant
order from Washington D.C.’s Department of Transportation and our successful deployments in cities like Bakersfield demonstrate
not only the strength of our technology but also the trust that major urban centers place in Actelis to modernize and secure their infrastructure.”
“As
we move forward, our focus is on scaling these successes, expanding our SaaS offerings through strategic partnerships, and continuing
to reduce operational costs while maintaining high margins. As we navigate an increasingly complex global environment, our focus remains
on executing our business plan with precision and adapting to any challenges that arise,” added Barlev.
Fiscal
Second Quarter and First Half 2024 Financial Results:
| ● | Revenues:
Q2 2024 revenues were $3.43 million, reflecting an impressive 81% year-over-year increase
from $1.90 million in Q2 2023. This also represents a remarkable 372% sequential growth from
$0.73 million in Q1 2024. For the first half of 2024, revenues totaled $4.16 million, up
from $3.74 million in the same period in 2023. |
| ● | Cost
of Revenues: Cost of revenues for Q2 2024 was $1.49 million, slightly higher than $1.26
million in Q2 2023. For the first half of 2024, the cost of revenues was $1.99 million, compared
to $2.42 million for the first half of 2023. |
| ● | Gross
Profit: Gross profit for Q2 2024 was $1.94 million, up from $632,000 in Q2 2023. For
the first half of 2024, gross profit reached $2.16 million, compared to $1.32 million in
the first half of 2023. |
| ● | Research
and Development Expenses: R&D expenses for Q2 2024 were $603,000, down from $669,000
in Q2 2023. For the first half of 2024, R&D expenses were $1.25 million, compared to
$1.43 million in the same period last year. |
| ● | Sales
and Marketing Expenses: Sales and marketing expenses for Q2 2024 were $647,000, compared
to $712,000 in Q2 2023. For the first half of 2024, these expenses totaled $1.27 million,
down from $1.64 million in the first half of 2023. |
| ● | General
and Administrative Expenses: G&A expenses were $790,000 in Q2 2024, down from $969,000
in Q2 2023. For the first half of 2024, G&A expenses were $1.61 million, compared to
$1.83 million for the same period last year. |
| ● | Other Income: Other income was $163,000 in Q2 2024 and first half of 2024, driven by a government
grant from the state of Israel associated with the Swords of Iron war |
| ● | Operating Profit/Loss: Operating profit for Q2 2024 was $66,000, compared to an operating loss
of $1.72 million in Q2 2023. For the first half of 2024, the operating loss was reduced to $1.81 million, down from $3.58 million in the
first half of 2023. |
| ● | Interest Expenses/(income): Interest Expense was $137,000 in Q2 2024, a decrease from an expense
of $171,000 in Q2 2023. For the first half of 2024, interest expenses were $344,000, compared to $351,000 in the first half of 2023. |
| ● | Other Financial Income/Expenses, Net : Q2 2024 Other Financial income/(expense) was $57,000, compared
to an income of $296,000 in Q2 2023. For the first half of 2024, financial income/(expense) were $149,000, compared to $444,000 for the
first half of 2023. |
| ● | Net Comprehensive Profit/(Loss): Net comprehensive Loss for Q2 2024 was $78,000, a significant
turnaround from a net loss of $1.59 million in Q2 2023. For the first half of 2024, the net loss was $2.06 million, compared to a net
loss of $3.49 million in the first half of 2023. |
| ● | Non-GAAP
EBITDA: Non-GAAP EBITDA was $11,000 in Q2-2023, compared to a non-GAAP EBITDA loss of
$1.3 million in the year ago period, driven by increased revenue, better gross margin and
reduced operating expenses. For the first half of 2024, non-GAAP EBITDA loss was $1.8 million,
down 38% from $2.86 million in the year ago period. |
About
Actelis Networks, Inc.
Actelis
Networks, Inc. (NASDAQ: ASNS) is a market leader in cyber-hardened, rapid-deployment hybrid fiber networking solutions for wide-area
IoT applications including federal, state and local government, ITS, military, utility, rail, telecom and campus applications. Actelis’
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. For more information, please visit www.actelis.com.
Use
of Non-GAAP Financial Information
Non-GAAP
Adjusted EBITDA, and backlog of open orders are Non-GAAP financial measures. In addition to reporting financial results in accordance
with GAAP, we provide Non-GAAP operating results adjusted for certain items, including: financial expenses, which are interest, financial
instrument fair value adjustments, exchange rate differences of assets and liabilities, stock based compensation expenses, depreciation
and amortization expense, tax expense, and impact of development expenses ahead of product launch. We adjust for the items listed above
and show Non-GAAP financial measures in all periods presented, unless the impact is clearly immaterial to our financial statements. When
we calculate the tax effect of the adjustments, we include all current and deferred income tax expense commensurate with the adjusted
measure of pre-tax profitability.
Cautionary
Statement Concerning Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995 and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended
to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management’s current
expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections
are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be
achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking
statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed
in the forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of
forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the
Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these
documents free of charge on the SEC’s web site at http://www.sec.gov.
Forward-looking
statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements
to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking
information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements,
no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking
statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not
incorporated by reference into this press release. Actelis is not responsible for the contents of third-party websites.
Investor
Relations Contact:
ASNS@actelis.com
-Financial
Tables to Follow-
ACTELIS NETWORKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(U. S. dollars in thousands except for share and
per share amounts)
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
Assets | |
| | |
| |
CURRENT ASSETS: | |
| | |
| |
Cash and cash equivalents | |
| 2,412 | | |
| 620 | |
Restricted cash equivalents | |
| 724 | | |
| 1,565 | |
Short term deposits | |
| - | | |
| 197 | |
Trade receivables, net of allowance for credit losses of $168 as of June 30, 2024, and December 31, 2023. | |
| 690 | | |
| 664 | |
Inventories | |
| 2,158 | | |
| 2,526 | |
Prepaid expenses and other current assets, net of allowance for doubtful debts of $181 and $144 as of June 30, 2024, and December 31, 2023, respectively | |
| 491 | | |
| 340 | |
TOTAL CURRENT ASSETS | |
| 6,475 | | |
| 5,912 | |
| |
| | | |
| | |
NON-CURRENT ASSETS: | |
| | | |
| | |
Property and equipment, net | |
| 55 | | |
| 61 | |
Prepaid expenses | |
| 592 | | |
| 592 | |
Restricted cash and cash equivalents | |
| 226 | | |
| 3,330 | |
Restricted bank deposits | |
| 89 | | |
| 94 | |
Severance pay fund | |
| 235 | | |
| 238 | |
Operating lease right of use assets | |
| 608 | | |
| 918 | |
Long term deposits | |
| 77 | | |
| 78 | |
TOTAL NON-CURRENT ASSETS | |
| 1,882 | | |
| 5,311 | |
| |
| | | |
| | |
TOTAL ASSETS | |
| 8,357 | | |
| 11,223 | |
ACTELIS NETWORKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(U. S. dollars in thousands except for share and
per share amounts)
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
Liabilities, Mezzanine Equity and shareholders’ equity | |
| | |
| |
CURRENT LIABILITIES: | |
| | |
| |
Credit line | |
| 1,045 | | |
| - | |
Current maturities of long-term loans | |
| 103 | | |
| 1,335 | |
Trade payables | |
| 1,421 | | |
| 1,769 | |
Deferred revenues | |
| 206 | | |
| 389 | |
Employee and employee-related obligations | |
| 782 | | |
| 737 | |
Accrued royalties | |
| 1,119 | | |
| 1,062 | |
Operating lease liabilities | |
| 443 | | |
| 498 | |
Other accrued liabilities | |
| 995 | | |
| 1,122 | |
TOTAL CURRENT LIABILITIES | |
| 6,114 | | |
| 6,912 | |
| |
| | | |
| | |
NON-CURRENT LIABILITIES: | |
| | | |
| | |
Long-term loan, net of current maturities | |
| 498 | | |
| 3,154 | |
Deferred revenues | |
| 45 | | |
| 71 | |
Operating lease liabilities | |
| 151 | | |
| 405 | |
Accrued severance | |
| 263 | | |
| 270 | |
Other long-term liabilities | |
| 27 | | |
| 23 | |
TOTAL NON-CURRENT LIABILITIES | |
| 984 | | |
| 3,923 | |
TOTAL LIABILITIES | |
| 7,098 | | |
| 10,835 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES (Note 6) | |
| | | |
| | |
| |
| | | |
| | |
MEZZANINE EQUITY | |
| | | |
| | |
Redeemable Convertible Preferred Stock $0.0001 par value, 10,000,000 authorized; None issued and outstanding as of June 30, 2024 and December 31, 2023. | |
| | | |
| - | |
| |
| | | |
| | |
WARRANTS TO PLACEMENT AGENT (Note 7d) | |
| 201 | | |
| 159 | |
SHAREHOLDERS’ EQUITY: | |
| | | |
| | |
Common stock, $0.0001 par value: 30,000,000 shares authorized; 5,017,322 and 3,007,745 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively. | |
| 1 | | |
| 1 | |
Non-voting common stock, $0.0001 par value: 2,803,774 shares authorized as of June 30, 2024, and December 31, 2023, None issued and outstanding as of June 30, 2024, and December 31, 2023. | |
| | | |
| - | |
Additional paid-in capital | |
| 42,687 | | |
| 39,916 | |
Accumulated deficit | |
| (41,630 | ) | |
| (39,688 | ) |
TOTAL SHAREHOLDERS’ EQUITY | |
| 1,058 | | |
| 229 | |
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY | |
| 8,357 | | |
| 11,223 | |
The accompanying
notes are an integral part of these condensed consolidated financial statements (Unaudited).
ACTELIS NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS
(UNAUDITED)
(U. S. dollars in thousands except for share and
per share amounts)
| |
Six months ended June 30 | | |
Three months ended June 30 | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
REVENUES | |
| 4,157 | | |
| 3,744 | | |
| 3,431 | | |
| 1,896 | |
COST OF REVENUES | |
| 1,994 | | |
| 2,424 | | |
| 1,488 | | |
| 1,264 | |
GROSS PROFIT | |
| 2,163 | | |
| 1,320 | | |
| 1,943 | | |
| 632 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
Research and development expenses | |
| 1,250 | | |
| 1,426 | | |
| 603 | | |
| 669 | |
Sales and marketing expenses, net | |
| 1,274 | | |
| 1,641 | | |
| 647 | | |
| 712 | |
General and administrative expenses | |
| 1,607 | | |
| 1,834 | | |
| 790 | | |
| 969 | |
TOTAL OPERATING EXPENSES | |
| 4,131 | | |
| 4,901 | | |
| 2,040 | | |
| 2,350 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING LOSS | |
| (1,968 | ) | |
| (3,581 | ) | |
| (97 | ) | |
| (1,718 | ) |
Interest expenses | |
| (286 | ) | |
| (351 | ) | |
| (79 | ) | |
| (171 | ) |
Other Financial income, net | |
| 149 | | |
| 444 | | |
| 57 | | |
| 296 | |
Other income | |
| 163 | | |
| - | | |
| 163 | | |
| - | |
NET COMPREHENSIVE PROFIT (LOSS) FOR THE PERIOD | |
| (1,942 | ) | |
| (3,488 | ) | |
| 44 | | |
| (1,593 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net profit (loss) per share attributable to common shareholders – basic and diluted | |
$ | (0.50 | ) | |
| (1.72 | ) | |
| 0.01 | | |
| (0.68 | ) |
Weighted average number of common stocks used in computing net profit (loss) per share – basic and diluted | |
| 4,257,674 | | |
| 2,033,747 | | |
| 4,000,994 | | |
| 2,333,381 | |
The accompanying notes are an integral part
of these condensed consolidated financial statements (Unaudited).
ACTELIS NETWORKS, INC.
CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND
SHAREHOLDERS’ EQUITY
(UNAUDITED)
U.S. dollars in thousands (except number of shares)
| |
Warrants To
Placement
Agent | | |
Redeemable
Convertible
Preferred Stock | | |
Common
Stock | | |
Non-voting
Common Stock | | |
Additional | | |
| | |
Total
shareholders’ | |
Six
Months Ended | |
Amount | | |
Number
of shares | | |
Amount | | |
Number
of shares | | |
Amount | | |
Number
of shares | | |
Amount | | |
paid-in
capital | | |
Accumulated
deficit | | |
equity (capital deficiency) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
BALANCE AS OF
JANUARY 1, 2023 | |
| - | | |
| - | | |
| - | | |
| 1,737,986 | | |
| 1 | | |
| - | | |
| - | | |
| 36,666 | | |
| (33,402 | ) | |
| 3,265 | |
Share based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 192 | | |
| - | | |
| 192 | |
Repurchase of common stock | |
| - | | |
| - | | |
| - | | |
| (7,920 | ) | |
| * | | |
| - | | |
| - | | |
| (50 | ) | |
| - | | |
| (50 | ) |
Issuance of common stock and
pre-funded warrants upon private placement, net of offering costs | |
| 104 | | |
| - | | |
| - | | |
| 190,000 | | |
| * | | |
| - | | |
| - | | |
| 1,356 | | |
| - | | |
| 1,356 | |
Exercise of options into common
stock | |
| - | | |
| - | | |
| - | | |
| 10,652 | | |
| * | | |
| - | | |
| - | | |
| 10 | | |
| - | | |
| 10 | |
Net comprehensive loss for
the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,488 | ) | |
| (3,488 | ) |
BALANCE AS OF JUNE 30, 2023 | |
| 104 | | |
| - | | |
| - | | |
| 1,930,718 | | |
| 1 | | |
| - | | |
| - | | |
| 38,174 | | |
| (36,890 | ) | |
| 1,285 | |
BALANCE AS OF JANUARY 1, 2024 | |
| 159 | | |
| - | | |
| - | | |
| 3,007,745 | | |
| 1 | | |
| - | | |
| - | | |
| 39,916 | | |
| (39,688 | ) | |
| 229 | |
Share based compensation | |
| | | |
| | | |
| | | |
| - | | |
| | | |
| | | |
| | | |
| 179 | | |
| | | |
| 179 | |
Exercise of options into common stock | |
| | | |
| | | |
| | | |
| 21,225 | | |
| * | | |
| | | |
| | | |
| 32 | | |
| | | |
| 32 | |
Vesting of RSUs | |
| | | |
| | | |
| | | |
| 18,495 | | |
| * | | |
| | | |
| | | |
| - | | |
| | | |
| - | |
Warrant inducement agreement, net of offering costs (Note 7d) | |
| 42 | | |
| - | | |
| - | | |
| 999,670 | | |
| * | | |
| | | |
| | | |
| 2,560 | | |
| | | |
| 2,560 | |
Exercise of Pre funded warrants into common stock (Note 7b) | |
| | | |
| | | |
| | | |
| 970,187 | | |
| * | | |
| | | |
| | | |
| | | |
| | | |
| * | |
Net comprehensive loss for the period | |
| | | |
| | | |
| | | |
| - | | |
| - | | |
| | | |
| | | |
| - | | |
| (1,942 | ) | |
| (1,942 | ) |
BALANCE AS OF JUNE 30, 2024 | |
| 201 | | |
| - | | |
| - | | |
| 5,017,322 | | |
| 1 | | |
| - | | |
| - | | |
| 42,687 | | |
| (41,630 | ) | |
| 1,058 | |
* | Represents an amount less than $1 thousands. |
The accompanying
notes are an integral part of these condensed consolidated financial statements (Unaudited).
ACTELIS NETWORKS, INC.
CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND
SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY)
(UNAUDITED)
U.S. dollars in thousands (except number of shares)
| |
Warrants To Placement Agent | | |
Redeemable
Convertible Preferred Stock | | |
Common
Stock | | |
Non-voting
Common Stock | | |
Additional | | |
| | |
Total
shareholders’ | |
Three
Months Ended | |
Amount | | |
Number
of shares | | |
Amount | | |
Number
of shares | | |
Amount | | |
Number
of shares | | |
Amount | | |
paid-in
capital | | |
Accumulated
deficit | | |
equity (capital
deficiency) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
BALANCE
AS OF APRIL 1, 2023 | |
| - | | |
| - | | |
| - | | |
| 1,730,066 | | |
| 1 | | |
| - | | |
| - | | |
| 36,711 | | |
| (35,297 | ) | |
| 1,415 | |
Share
based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 97 | | |
| - | | |
| 97 | |
Issuance
of common stock and pre-funded warrants upon private placement, net of offering costs | |
| 104 | | |
| - | | |
| - | | |
| 190,000 | | |
| * | | |
| - | | |
| - | | |
| 1,356 | | |
| - | | |
| 1,356 | |
Exercise
of options into common stock | |
| - | | |
| - | | |
| - | | |
| 10,652 | | |
| * | | |
| - | | |
| - | | |
| 10 | | |
| - | | |
| 10 | |
Net
comprehensive loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,593 | ) | |
| (1,593 | ) |
BALANCE
AS OF JUNE 30, 2023 | |
| 104 | | |
| - | | |
| - | | |
| 1,930,718 | | |
| 1 | | |
| - | | |
| - | | |
| 38,174 | | |
| (36,890 | ) | |
| 1,285 | |
BALANCE
AS OF APRIL 1, 2024 | |
| 159 | | |
| - | | |
| - | | |
| 3,010,244 | | |
| 1 | | |
| - | | |
| - | | |
| 40,005 | | |
| (41,674 | ) | |
| (1,668 | ) |
Share
based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 90 | | |
| - | | |
| 90 | |
Vesting of RSUs | |
| - | | |
| - | | |
| - | | |
| 15,996 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Exercise of options into common stock | |
| | | |
| | | |
| | | |
| 21,225 | | |
| - | | |
| | | |
| | | |
| 32 | | |
| - | | |
| 32 | |
Exercise of Pre funded warrants into common stock(Note 7b) | |
| | | |
| | | |
| | | |
| 970,187 | | |
| * | | |
| | | |
| | | |
| | | |
| | | |
| * | |
Warrant inducement agreement, net of offering costs (Note 7d) | |
| 42 | | |
| - | | |
| - | | |
| 999,670 | | |
| - | | |
| | | |
| | | |
| 2,560 | | |
| - | | |
| 2,560 | |
Net comprehensive profit for the period | |
| | | |
| | | |
| | | |
| - | | |
| - | | |
| | | |
| | | |
| - | | |
| 44 | | |
| 44 | |
BALANCE
AS OF JUNE 30, 2024 | |
| 201 | | |
| - | | |
| - | | |
| 5,017,322 | | |
| 1 | | |
| - | | |
| - | | |
| 42,687 | | |
| (41,630 | ) | |
| 1,058 | |
* | Represents an amount less than $1 thousands. |
The accompanying
notes are an integral part of these condensed consolidated financial statements (Unaudited).
ACTELIS NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
Six months ended June 30, | |
| |
2024 | | |
2023 | |
| |
U.S. dollars in thousands | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
Net loss for the period | |
| (1,942 | ) | |
| (3,488 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation | |
| 8 | | |
| 13 | |
Inventory write-downs | |
| 25 | | |
| 97 | |
Exchange rate differences | |
| (139 | ) | |
| (226 | ) |
Share-based compensation | |
| 179 | | |
| 192 | |
Interest expenses | |
| (103 | ) | |
| - | |
Financial income from long term bank deposit | |
| 4 | | |
| (64 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Trade receivables | |
| (26 | ) | |
| 1,275 | |
Net change in operating lease assets and Liabilities | |
| 1 | | |
| 24 | |
Inventories | |
| 342 | | |
| (726 | ) |
Prepaid expenses and other current assets | |
| (150 | ) | |
| 208 | |
Trade payables | |
| (347 | ) | |
| 137 | |
Deferred revenues | |
| (209 | ) | |
| (155 | ) |
Other current liabilities | |
| 14 | | |
| (36 | ) |
Other long-term liabilities | |
| - | | |
| (17 | ) |
Net cash used in operating activities | |
| (2,343 | ) | |
| (2,939 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Short term deposits | |
| 198 | | |
| 810 | |
Short term Restricted bank deposits | |
| - | | |
| (125 | ) |
Long term Restricted bank deposits | |
| - | | |
| - | |
Long term deposits | |
| - | | |
| (5 | ) |
Purchase of property and equipment | |
| (1 | ) | |
| (3 | ) |
Net cash Provided by investing activities | |
| 197 | | |
| 677 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Proceeds from exercise of options | |
| 32 | | |
| 10 | |
Repurchase of common stock | |
| - | | |
| (50 | ) |
Proceeds from common stocks, pre-funded warrants and warrants | |
| - | | |
| 3,500 | |
Proceeds from Warrant inducement agreement | |
| 2,999 | | |
| - | |
Underwriting discounts and commissions and other offering costs | |
| (397 | ) | |
| (291 | ) |
Proceeds from credit lines with bank | |
| 1,045 | | |
| - | |
Early repayment of long-term loan | |
| (3,483 | ) | |
| - | |
Repayment of long-term loan | |
| (193 | ) | |
| (389 | ) |
Net cash Provided by financing activities | |
| 3 | | |
| 2,780 | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | |
| (10 | ) | |
| (10 | ) |
| |
| | | |
| | |
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |
| (2,153 | ) | |
| 508 | |
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD | |
| 5,515 | | |
| 4,279 | |
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD | |
| 3,362 | | |
| 4,787 | |
The accompanying notes are an integral part
of these condensed consolidated financial statements (Unaudited).
ACTELIS NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
(UNAUDITED)
| |
June 30 | |
| |
2024 | | |
2023 | |
| |
U.S. dollars in thousands | |
| |
| | |
| |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | |
| | | |
| | |
Cash and cash equivalents | |
| 2,412 | | |
| 2,573 | |
Restricted cash equivalents, current | |
| 724 | | |
| - | |
Restricted cash and cash equivalents, non-current | |
| 226 | | |
| 2,214 | |
Total cash, cash equivalents and restricted cash | |
| 3,362 | | |
| 4,787 | |
| |
Six months ended June 30 | |
| |
2024 | | |
2023 | |
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION: | |
| | |
| |
Cash paid for interest | |
$ | 326 | | |
$ | 351 | |
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: | |
| | | |
| | |
Issuance costs of common stock, pre-funded warrants and warrants | |
| - | | |
$ | 104 | |
Issuance costs of the Warrant inducement agreement | |
| 1,493 | | |
| - | |
The accompanying notes are an integral part of these condensed consolidated
financial statements (Unaudited).
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