ASNS Actelis Networks Inc

 

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): February 12, 2025

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

 

Appointment of Director

 

Effective as of February 12, 2025, the board of directors (the “Board”) of Actelis Networks, Inc. (the “Company”) appointed Ms. Julie Kunstler as a Class I director of the Company until the Company’s 2026 annual shareholders meeting, and as a member of each of the audit and compensation committees of the Company’s Board. The Board has determined that Ms. Kunstler is “independent” under applicable Nasdaq listing standards and applicable SEC rules. No family relationship exists between Ms. Kunstler and any of the Company’s directors or executive officers. There are no arrangements or understandings between Ms. Kunstler and any other person pursuant to which Ms. Kunstler was selected as a director of the Company, nor are there any transactions to which the Company is or was a participant and in which Ms. Kunstler had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

 

Julie Kunstler, age 69, is a seasoned professional with broad experience in the communications components, equipment, and software industry, having served as an executive, venture-fund investor, analyst, and board member. Since April 2024, Ms. Kunstler has been serving as an External Non-Executive Director for Ethernity Networks, a company traded on the London Stock Exchange. Previously, between November 2010 and April 2024, Ms. Kunstler worked at Omdia (a division of InformaTech), lastly holding the position of Chief Analyst for the Broadband Access Intelligence Service, covering the fixed broadband access industry ecosystem. Prior to her role at Omdia, between 2006 and 2010, Ms. Kunstler was the Vice President of Business Development at Teknovus, a venture-backed startup specializing in Passive Optical Network (PON) chip technology. Ms. Kunstler holds a Bachelor's degree from University of Cincinnati and an MBA degree from University of Chicago.

 

For her services as an independent director of the Company, Ms. Kunstler is entitled to an annual cash retainer of $10,000 for her service on our board of directors and an annual cash retainer of $2,000 for her service on a committee of our board of directors.  

 

On February 13, 2025, the Company issued a press release announcing Ms. Kunstler’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Exhibit Description
99.1		Press Release, dated February 13, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: February 13, 2025	By:	/s/ Tuvia Barlev
	Name:	Tuvia Barlev
	Title:	Chief Executive Officer

 

 

2

Exhibit 99.1

 

Actelis Networks Appoints Leading Industry Expert Julie Kunstler as Board Member

 

New Independent Director Brings decades of strategic expertise in broadband access and cybersecurity to support Actelis Networks' growth

 

FREMONT, Calif., Feb. 13, 2025 – Actelis Networks, Inc. (NASDAQ:ASNS) (“Actelis” or the “Company”), a market leader in cyber-hardened, rapid deployment networking solutions for IoT and broadband applications, today announced the appointment of Julie Kunstler as an independent director to its Board of Directors, effective immediately. Kunstler brings over three decades of experience in the communications components, broadband access equipment sectors, and strategic corporate positioning, along with public company board experience.

 

Kunstler currently serves on the board of Ethernity Networks Ltd., a company traded on the London Stock Exchange, and previously served on the board of TTI Team Telecom International, a NASDAQ-listed company until its acquisition by TEOCO in 2010. Her extensive board experience reflects a deep understanding of corporate governance, strategic growth, and technology-driven markets.

 

Kunstler has held leadership roles across the communications technology landscape, with expertise spanning executive management, venture capital investment, industry analysis, and board governance. Most recently, she served as Chief Analyst for the Broadband Access Intelligence Service at Omdia, a division of Informa Tech, where she covered the fixed broadband access industry ecosystem. Prior to her role at Omdia, Kunstler was Vice President of Business Development at Teknovus, a venture-backed startup specializing in Passive Optical Network (PON) chip technology. There, she played a key role in corporate strategy, OEM agreements, fundraising, and led efforts that culminated in Teknovus’ acquisition by Broadcom.

 

Kunstler also co-founded and served as General Partner at Portview Communications Partners, a venture capital fund focused on early-stage investments in communications technology companies. In recognition of her significant contributions to the fiber broadband sector, Kunstler was awarded the Fiber Lifetime Achievement Award by the Fiber Broadband Association in July 2024.

 

“I am honored to join Actelis’ Board,” stated Julie Kunstler. “The requirements for secure, broadband access networking solutions are expanding across residential, enterprise, campus, and governmental segments. Actelis is well-positioned to address key challenges in cybersecurity, edge and access networking, and critical infrastructure. I look forward to contributing to the company’s continued growth and success across multiple sectors.”

 

Tuvia Barlev, Chairman and CEO of Actelis Networks, commented, “We are thrilled to welcome Julie to the Actelis Board as an independent director. Her strategic vision and extensive expertise in broadband access and network infrastructure will be instrumental as we strengthen our leadership in cyber-hardened hybrid-fiber networking solutions and cyber-aware networking.”

 

Kunstler holds an MBA from the University of Chicago, adding to her strong foundation in strategic business management. Her appointment reflects Actelis' ongoing commitment to enhancing its board with diverse perspectives and deep industry knowledge, supporting the company’s mission to deliver innovative, secure networking solutions globally.

 

Kunstler’s detailed bio is available in the Company’s latest filings with the Securities and Exchange Commission (SEC) on form 8-K. at http://www.sec.gov.

 

 

 

About Actelis Networks, Inc.

 

Actelis Networks, Inc. (NASDAQ: ASNS) is a market leader in hybrid fiber-copper, cyber-hardened networking solutions for rapid deployment in wide-area IoT applications, including government, ITS, military, utility, rail, telecom, and campus networks. Actelis’ innovative portfolio offers fiber-grade performance with the flexibility and cost-efficiency of hybrid fiber-copper networks. Through its "Cyber Aware Networking" initiative, Actelis also provides AI-based cyber monitoring and protection for all edge devices, enhancing network security and resilience.

 

For more information, please visit www.actelis.com.

 

Forward-looking Statements
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results to differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company's filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

Contact

 

ARX | Capital Markets Advisors
North American Equities Desk
actelis@arxadvisory.com

 

 

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Entity Address, Address Line One	4039 Clipper Court
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