SCHEDULE: Intracoastal Capital and Affiliates Disclose 7.6% Stake in Actelis Networks

Intracoastal Capital LLC, along with Mitchell P. Kopin and Daniel B. Asher, has disclosed a beneficial ownership of 7.6% in Actelis Networks, Inc. common stock following a recent Securities Purchase Agreement.

Summary

• Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC (collectively, the "Reporting Persons") have filed a Schedule 13G, disclosing their beneficial ownership in Actelis Networks, Inc.
• As of July 9, 2025, the Reporting Persons collectively beneficially own 813,009 shares of Actelis Networks, Inc. common stock.
• This ownership represents approximately 7.6% of the company's common stock, based on 10,654,866 shares outstanding after a transaction on July 2, 2025.
• The beneficial ownership stems from a Securities Purchase Agreement (SPA) with Actelis Networks, Inc. on July 2, 2025.
• The reported beneficial ownership excludes 813,009 shares issuable upon exercise of "Intracoastal Warrant 1" and 1,626,018 shares issuable upon exercise of "Intracoastal Warrant 2".
• Both warrants are not exercisable until stockholder approval of the issuance of the underlying shares.
• Both warrants also contain a blocker provision preventing exercise if it would result in beneficial ownership exceeding 9.99% of the common stock.
• Without these blocker provisions and assuming immediate exercisability, the Reporting Persons could be deemed to beneficially own 3,252,036 shares of common stock.

Sentiment

Score: 6

Explanation: The document is primarily a factual disclosure of ownership. The acquisition of a significant stake by an investor group, facilitated by a Securities Purchase Agreement, can be viewed as a moderately positive signal of investor confidence and capital infusion for the company.

Positives

• A new investor group, Intracoastal Capital LLC and its principals, has acquired a significant stake in Actelis Networks, Inc., potentially signaling confidence in the company's future.
• The underlying Securities Purchase Agreement implies a capital infusion into Actelis Networks, Inc., which can support its operations and strategic initiatives.

Risks

• The full beneficial ownership potential from the warrants (an additional 2,439,027 shares) is contingent on obtaining stockholder approval for the issuance of the underlying shares.
• Warrant exercise is subject to a 9.99% beneficial ownership blocker provision, limiting the immediate ability of the Reporting Persons to increase their stake beyond this threshold without further action or waivers.

Future Outlook

The full exercise of the warrants held by Intracoastal Capital is contingent on future stockholder approval of the issuance of the underlying shares, which will determine the ultimate beneficial ownership percentage of the Reporting Persons.

Industry Context

This filing represents a specific ownership disclosure for Actelis Networks, Inc. and does not directly provide insights into broader industry trends. However, new significant investments can sometimes reflect investor confidence in a particular sector or company within that sector.

Stakeholder Impact

• Shareholders: The entry of a new significant investor group could be perceived positively, potentially indicating a vote of confidence in the company's prospects. The capital raise associated with the SPA could strengthen the company's financial position.
• Company: The capital raised through the Securities Purchase Agreement provides funding for the company's operations and strategic initiatives.

Next Steps

• Actelis Networks, Inc. will need to seek stockholder approval for the issuance of shares underlying Intracoastal Warrant 1 and Intracoastal Warrant 2 for the Reporting Persons to fully exercise these warrants.

Key Dates

Keywords

Actelis Networks, Intracoastal Capital, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Securities Purchase Agreement, Shareholder Stake, Investment, SEC Filing