8-K: Actelis Networks to Delist from Nasdaq, Move to OTC

Actelis Networks will have its common stock delisted from the Nasdaq Capital Market on April 10, 2026, and plans to transition to trading on the OTC Markets.

Summary

• Actelis Networks received a determination from the Nasdaq Hearings Panel to delist its common stock from The Nasdaq Capital Market.
• Trading suspension is expected at the open of business on April 10, 2026.
• The company plans to have its shares quoted on the OTC Markets and will apply for trading on the OTCQB Venture Market.
• The delisting follows non-compliance with Nasdaq's minimum bid price requirement.
• Actelis is evaluating all available options to relist on Nasdaq.
• The company's operations are not expected to be impacted by this transition.
• Actelis will maintain its status as a reporting company with the U.S. Securities and Exchange Commission.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative development due to the delisting from a major exchange, despite management's efforts to frame it as a venue issue with minimal operational impact.

Positives

• Actelis Networks continues to execute on its growth strategy and commercial plans.
• The company sees demand for its solutions across transportation, government, and critical infrastructure markets.
• Recent project expansions and deployments are noted.
• Operations are not expected to be impacted by the transition to the OTC market.
• Actelis will maintain its status as a reporting company with the SEC.

Negatives

• Actelis Networks' common stock will be delisted from The Nasdaq Capital Market.
• Trading suspension is expected on April 10, 2026.
• The company failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days.
• The company is not eligible for a compliance period due to a prior reverse stock split.
• There is no assurance that an active trading market will be maintained on the OTC Markets or that broker-dealers will continue to make a market in the Company's shares.

Risks

• The possibility that Actelis may be adversely affected by other economic, business, and/or competitive factors.
• There can be no assurance that trading in the Company's securities will commence or continue on the OTC or other market or that such trading will occur at volumes or prices to facilitate efficient market activities.
• The trading price for our common stock may fluctuate significantly.
• New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties.

Future Outlook

The company is evaluating all available options to relist on the Nasdaq market and is actively working on the required actions to restore its listing. There can be no assurance that an active trading market will be maintained on the OTC Markets or that broker-dealers will continue to make a market in the Company's shares. The Company remains focused on executing its growth strategy and realizing its commercial opportunities.

Management Comments

• "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," said Tuvia Barlev, Chief Executive Officer of Actelis Networks.
• "We continue to see demand for our solutions across transportation, government, and critical infrastructure markets, including recent project expansions and deployments, and our focus remains on execution and delivering for our customers, while working on all options to restore our presence on Nasdaq."
• "Actelis is actively working on the required actions to restore its listing on Nasdaq, while supporting an orderly trading environment for its shareholders."

Industry Context

StockSavvy.ai notes that the delisting from Nasdaq and transition to the OTC market is a significant event for Actelis Networks, potentially impacting liquidity and investor perception. Many smaller or developing companies utilize the OTC markets as a stepping stone or alternative to major exchanges, but it often comes with reduced trading volume and increased volatility.

Stakeholder Impact

• Shareholders may experience reduced liquidity and potentially increased volatility in the trading of their shares on the OTC market.
• Investors may face challenges in efficiently trading shares due to potentially lower trading volumes on the OTC market.

Next Steps

• Trading of common stock to be suspended at the open of business on April 10, 2026.
• Shares to be quoted on the OTC Markets.
• Application to be submitted for trading on the OTCQB Venture Market.
• Evaluation of all available options to relist on Nasdaq.

Key Dates

Recommendation

While the delisting from Nasdaq is a negative event, the company's operations are reportedly unaffected, and it is actively pursuing relisting options. Investors should hold to see if the company can regain Nasdaq listing or if the OTC market provides sufficient liquidity and stability.

Keywords

Actelis Networks, Nasdaq Delisting, OTC Market, OTCQB, ASNS, Bid Price Rule, Securities Trading, Corporate Finance