Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Equity Line of Credit Agreement

As previously reported on its Current Report on Form 8-K on October 2, 2025 (the "Prior 8-K"), on September 27, 2025, Actelis Networks, Inc. (the "Company") entered into a common stock purchase agreement (the "Common Stock Purchase Agreement") with an effective date of October 1, 2025 (the "Effective Date") with White Lion Capital LLC, a Nevada limited liability company ("White Lion"). Capitalized terms used but not defined herein have the meanings given to them in the Prior 8-K and/or the Common Stock Purchase Agreement.

In the event the Company was delisted from the Nasdaq Capital Market during an active Purchase Notice, White Lion would only be obligated to make any Purchase Notices at a value equal to $0.0001 per share of Common Stock (the "Delisting Purchase Notice Mechanism"). On April 10, 2026, the Company was delisted from the Nasdaq Capital Market triggering the Delisting Purchase Notice Mechanism.

On July 1, 2026, the Company and White Lion entered into an Exchange and Amendment Agreement (the "Amendment") pursuant to which the Company agreed to issue to White Lion an aggregate of 9,850,000 shares of the Company's common stock, par value $0.0001 per share ("Common Stock") underlying certain securities (the "Amendment Commitment Securities") in exchange for White Lion's right to receive shares of common stock under the Commitment Shares provisions and the Delisting Penalty Provision (each as defined in the Prior 8-K) due to the Company's de-listing from the Nasdaq Capital Market in April 2026. The Amendment Commitment Securities is comprised of (i) 3,000,000 shares of the Company's Common Stock ("Amendment Commitment Shares"), (ii) 3,850,000 shares of Common Stock issuable to White Lion upon exercise of commitment share pre-funded warrants ("Amendment Commitment Pre-Funded Warrants") and (iii) 3,000,000 shares of Common Stock issuable to White Lion upon exercise of commitment share common warrants ("Amendment Commitment Common Warrants").

The Amendment Commitment Pre-Funded Warrants will have an initial exercise date at the earlier of (i) the effective date of a reverse stock split of the Company's Common Stock, and (ii) the effective date of an increase in the Company's authorized share count sufficient for the issuance of the shares underlying the Amendment Commitment Pre-Funded Warrants (the "Pre-Funded Warrant Initial Exercise Date"). The exercise price of the Amendment Commitment Pre-Funded Warrants is $0.0001 per share, and the warrants shall be exercisable from the Pre-Funded Warrant Initial Exercise Date until exercised in full.

The Amendment Commitment Common Warrants will have an initial exercise date on the date on which the Company successfully lists its Common Stock on an "Eligible Market", as such term is defined in the Amendment Commitment Common Warrants (the "Common Warrant Initial Exercise Date"). The exercise price of the Amendment Commitment Common Warrants is $0.20 per share, and the warrants shall be exercisable until the eighteen month anniversary of the Common Warrant Initial Exercise Date.

In addition, pursuant to the Amendment, the Company and White Lion agreed to remove the Delisting Purchase Notice Mechanism and replace it with amended purchase notice mechanisms which will allow the Company to more effectively utilize Purchase Notices under the Common Stock Purchase Agreement while the Company remains delisted from the Nasdaq Capital Market.

Under an amended Rapid Purchase Notice Option 1, the purchase price to be paid by White Lion shall mean (a) ninety-seven percent (97.0%) multiplied by the lowest traded price of the Common Stock on Rapid Purchase Notice Date, minus (b) $0.005 (provided that, notwithstanding anything in the Common Stock Purchase Agreement to the contrary, if the Company, at any time, combines (by any reverse stock split, stock dividend, stock combination, recapitalization, or other similar transaction) one or more classes of its outstanding Common Stock into a smaller number of shares, the $0.005 amount shall not be proportionately increased or otherwise adjusted).