Revenue growth is real but the margin compression and continued operating losses suggest the business model is not yet at scale. The delisting to OTCQB and massive share dilution (18x YoY share count) are structural negatives. The Exaware acquisition could be transformative if it closes, but all-stock terms will further dilute existing holders. Monitor for definitive merger agreement and any Nasdaq relisting progress.
Price Chart
Executive Summary
Actelis Networks reported Q1 2026 revenue of $958K, up 33% YoY from $721K, driven by growth in ITS and carrier markets. However, gross margin collapsed to 25% from 35% a year ago due to an unusually low-margin deal and FX headwinds, while operating loss widened to $1.86M from $1.81M. The company was delisted from Nasdaq to OTCQB in April and is pursuing a relisting, with a binding term sheet to acquire Exaware in an all-stock deal. Net loss per share improved to $(0.16) from $(2.18) on a massively diluted share count (15.6M vs 0.85M weighted avg shares).
Key Financial Metrics
Key Facts
- Q1 2026 revenue $958K, +33% YoY from $721K
- Gross margin fell to 25% from 35% YoY, driven by a ~$200K low-margin US deal and FX
- Operating loss widened to $1.86M from $1.81M YoY
- Net loss $2.46M vs $1.86M YoY; EPS $(0.16) vs $(2.18) on 15.6M vs 0.85M diluted shares
- Cash position strengthened to $7.5M from $4.4M at year-end, via $6.9M net ATM proceeds
- Stock delisted from Nasdaq to OTCQB on April 10, 2026; reverse split approved April 13
- Binding term sheet to acquire Exaware Routing Ltd. in all-stock transaction announced March 24
- Share repurchases of $1.0M during the quarter
- Non-cash $625K ELOC commitment fee expense hit financial expenses
Financial Impact
Revenue grew 33% YoY to $958K but gross margin halved to 25%; operating cash burn was $1.9M; cash balance $7.5M provides ~4 quarters of runway at current burn rate
Risk Factors
- Nasdaq delisting to OTCQB reduces liquidity and institutional interest
- Gross margin compression from low-margin deals and FX headwinds may persist
- Massive dilution: shares outstanding grew from 8.1M to 24.0M in one quarter
- Exaware acquisition is still a binding term sheet, not a definitive agreement; may not close
- Continued operating cash burn of ~$1.9M/quarter; cash runway ~4 quarters without additional financing
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-056776 |
| Document: ea0290742-8k_actelis.htm | 0001213900-26-056776 |
| Document: 0001213900-26-056776-index-headers.html | 0001213900-26-056776 |
| Document: 0001213900-26-056776-index.html | 0001213900-26-056776 |
| Document: 0001213900-26-056776.txt | 0001213900-26-056776 |
| 8-K Data (Synthetic) | 0001213900-26-056776 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 15, 2026 11d ago | 8-K | $0.0892 | awaiting T+60 | — | $0.0430 (−51.79%) |
Sep 30, 2026 27d ago | Press Release | $0.0892 | awaiting T+60 | — | $0.0430 (−51.79%) |
Aug 26, 2026 8w ago | Press Release | $0.0430 | awaiting T+60 | — | $0.0430 (+0.00%) |
Aug 13, 2026 10w ago | Press Release | $0.0892 | awaiting T+60 | — | $0.0430 (−51.79%) |
Jul 13, 2026 15w ago | 8-K | $0.0840 $0.0500 | ▲ +40.48% | ▲ +44.11% | $0.0430 (+48.81%) |
Jul 10, 2026 15w ago | Press Release | $0.0820 $0.0499 | ▼ −39.15% | ▼ −42.03% | $0.0430 (−47.56%) |
Jul 8, 2026 15w ago | EFFECT | $0.0800 $0.0500 | ▼ −37.50% | ▼ −40.07% | $0.0430 (−46.25%) |
Jul 6, 2026 16w ago | EFFECT | $0.0800 $0.0430 | ▼ −46.25% | ▼ −48.41% | $0.0430 (−46.25%) |
May 14, 2026 23w ago | 8-K | $0.0890 $0.0460 | ▼ −48.31% | ▼ −52.83% | $0.0430 (−51.69%) |
May 14, 2026 23w ago | Press Release | $0.0890 $0.0460 | ▲ +48.31% | ▲ +52.83% | $0.0430 (+51.69%) |
US Market Status
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