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United States securities and exchange commission logo





                            March 8, 2022

       Tuvia Barlev
       Chief Executive Officer
       Actelis Networks, Inc.
       47800 Westinghouse Drive
       Fremont, CA 94539

                                                        Re: Actelis Networks,
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
10, 2022
                                                            CIK No. 0001141284

       Dear Mr. Barlev:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Prospectus Summary, page 1

   1.                                                   Please balance your
disclosure in the summary with information regarding your history of
                                                        operating losses,
negative cash flows, and significant indebtedness. Additionally,
                                                        please highlight that
your auditor has expressed substantial doubt about your ability to
                                                        continue as a going
concern.
       Risk Factors, page 11

   2.                                                   We note that you
utilize turn-key and OEM contract manufacturers in Israel and Taiwan.
                                                        Please add a risk
factor assessing the material risks associated with your manufacturing
                                                        arrangements, including
without limitation the risk of shipping delays.
 Tuvia Barlev
FirstName  LastNameTuvia Barlev
Actelis Networks, Inc.
Comapany
March      NameActelis Networks, Inc.
       8, 2022
March2 8, 2022 Page 2
Page
FirstName LastName
Actelis Israel received Israeli government grants . . . , page 22

3.       Please revise your disclosure regarding the disagreement between
Actelis Israel and the
         IIA to (i) describe the process and timing to resolve this
disagreement, (ii) quantify the
         royalties at issue, and (iii) describe the potential consequences and
assess the material
         risks to the company and investors if you do not prevail.
Our Bylaws designate a state or federal court located within the State of
Delaware as the
exclusive forum . . . , page 30

4.       The exclusive forum provisions described in this and the following
risk factor appear to be
         inconsistent. Please revise for consistency, and ensure that your
by-laws and charter that
         will be in effect following the offering conform to these provisions.
Cautionary Note Regarding Forward-Looking Statements, page 32

5.       We note your references to forward-looking statements within the
meaning of
         the Private Securities Litigation Reform Act of 1995. Please be
advised that the safe
         harbor for forward-looking statements is inapplicable in this context,
because you are not
         currently a reporting company. See Section 27A(a)(1) of the Securities
Act. Therefore,
         please either delete all references to the Private Securities
Litigation Reform Act or make
         it clear that the safe harbor does not apply to this offering.
Use of Proceeds, page 34

6.       Please disclose the amount of any debt you intend to repay with
proceeds from the
         offering. Refer to Instruction 4 to Item 504 of Regulation S-K. If you
do not intend to
         repay any debt, please revise the disclosure in your Liquidity and
Capital Resources
         section on page 43 to address how you intend to meet your cash needs,
including debt
         obligations, over the next 12 months when you do not plan to use any
proceeds from the
         offering to meet these obligations.
Capitalization, page 36

7.       Please include bold double lines under the cash and cash equivalent
amounts to clearly
         distinguish them from your capitalization.
Management's Discussion and Analysis of Financial Condition
Liquidity and Capital Resources
Convertible Notes, Loans, and Warrant, page 43

8.       We note your disclosure that "upon consummation of an equity financing
in us, the
         lenders have the rights to convert the principal amount of the loan in
consideration for
         such number of our securities of the most favorable class and on the
most favorable terms
         as issued under the equity financing, at a conversion price per share
reflecting a discount
         of 30% plus an additional 1% for each two calendar months following
March 2017."
 Tuvia Barlev
FirstName  LastNameTuvia Barlev
Actelis Networks, Inc.
Comapany
March      NameActelis Networks, Inc.
       8, 2022
March3 8, 2022 Page 3
Page
FirstName LastName
         Please revise to (i) clarify whether these rights are triggered by the
offering, (ii) disclose
         the number of shares subject to these rights, and (iii) disclose the
conversion price in
         relation to the initial public offering price. Additionally, please
revise your disclosure on
         page 9 to specifically address the treatment of these shares
throughout the prospectus.
9.       Please revise your disclosure regarding the Migdalor loan to identify
the number of shares
         the counterparty has the option to acquire (making needed assumptions)
and to disclose
         the purchase price therefor in relation to the initial public offering
price. Revise the
         following sentence for clarity, as it implies that the option will
automatically convert into
         shares, potentially without payment: "Upon consummation of the
offering, the option
         may convert into shares of common stock at a formula to be calculated
on the initial
         offering price." Additionally, please file the Migdalor loan agreement
as an exhibit to
         your registration statement.
10.      Please describe the material terms of your convertible notes,
including the provisions
         governing optional and mandatory conversions. Identify the number of
shares for which
         your outstanding notes may be converted, and clarify whether the
conversion price is a
         40% discount to the initial public offering price. Additionally,
disclose the number of
         shares the underwriter may purchase pursuant to the warrant issued in
connection with
         your private placement of convertible notes, as well as the exercise
price thereof, and
         specifically address the treatment of this warrant and underlying
shares on page 9.
Our Business, page 49

11.      Please revise your disclosure to include a specific, clear description
of your current
         operations, status of product and service development, and markets and
distribution
         methods. Distinguish clearly your aspirations from your
accomplishments. Address,
         without limitation, the following areas:

                Describe the state of development with respect to your 5G,
MMwave, and computing
              capabilities technology, including material hurdles to overcome.
                Expand your description of EMS software, including whether this
is propriety, still
              under development, customized to customer specifications, and
other relevant
              information.
                Describe the contractual terms for the services and software
you offer, indicating
              whether these are bundled with your products or sold separately,
on an one-time or
              on-going basis.
                Describe the warranty you provide or offer in relation to your
products.
                Revise statements regarding your intent to address IoT
verticals globally, to clearly
              identify and distinguish your current markets and future market
plans.
                Identify the locations of your "many distributors and partners
around the world," and
              describe these relationships.
                Describe your sales teams and clarify where they operate,
avoiding references to
              regions where you lack presence.
                Identify the basis for your claim to be "best in class."
 Tuvia Barlev
FirstName  LastNameTuvia Barlev
Actelis Networks, Inc.
Comapany
March      NameActelis Networks, Inc.
       8, 2022
March4 8, 2022 Page 4
Page
FirstName LastName
12.      Please revise your disclosure to describe the need for any
governmental approval of your
         principal products and services, and the effect of existing or
probable governmental
         regulations on your business. See Items 101(h)(viii) and (ix) of
Regulation S-K. With
         respect to the statement that your "products are already approved to
deliver sensitive
         information for many critical IoT applications," identify this
approval and the extent of its
         application. Revise your description of the Bipartisan Infrastructure
Law to explain its
         relevance to your business.
13.      Please disclose the duration of your patents. See Item 101(h)(vii) of
Regulation S-K.
Principal Stockholders, page 75

14.      The text preceding the table of beneficial ownership and notes thereto
describe the
         treatment of options for purposes of calculating beneficial ownership,
yet the table refers
         to shares on an as-converted basis and includes a column for voting
percentage. Please
         revise your disclosure to (i) clarify whether "as-converted" refers to
the exercise of the
         options described in the table notes, or to some other basis, and (ii)
explain why
         ownership and voting percentages might differ.
Description of Securities, page 77

15.      The introductory text to this section refers to a corporate
conversion. Please revise your
         disclosure to describe this corporate conversion or to eliminate the
reference. Please also
         reconcile apparently inconsistent references to your charter and
articles of incorporation.
16.      We note that non-voting common stock and Series A and B convertible
preferred stock
         were outstanding as of December 30, 2020 (page F-4). Please revise the
description of the
         voting rights of your common stock to reflect the non-voting common
stock. Clarify
         whether all outstanding preferred stock will automatically convert
into common stock in
         connection with the offering, as disclosure on page 9 appears to
suggest. If any preferred
         stock will remain outstanding, please further revise your disclosure
to describe the voting,
         conversion, and other rights. Refer to Item 202(a)(4) of Regulation
S-K. Please also
         confirm the stated number of authorized stock of each class.
17.      Please set forth the approximate number of holders of each class of
your common equity
         as of the latest practicable date. Refer to Item 201(b)(1) of
Regulation S-K.
18.      Please disclose the percentage of your outstanding shares that are
entitled to registration
         rights under the Amended and Restated Stockholder Rights Agreement,
dated as of
         February 2, 2016. Please also file this agreement as an exhibit to
your registration
         agreement.
Legal Matters, page 94

19.      We note your disclosure that two firms will pass upon the validity of
the shares being
         offered, but your exhibit index lists the legal opinion of only one
firm. Please revise to
         reconcile this apparent inconsistency. Refer to Item 601(b)(5) of
Regulation S-K.
 Tuvia Barlev
Actelis Networks, Inc.
March 8, 2022
Page 5
Consolidated Statements of Comprehensive Loss, page F-5

20.      Please revise this statement and other sections of the filing, as
applicable, to present your
         loss per share amounts rounded to the nearest cent (i.e., using only
two decimal points), in
         order not to imply a greater degree of precision than exists.
k. Revenue recognition, page F-10

21.      Please describe to us in detail the arrangements under which you
provide certain
         customers with software updates that you choose to develop and
enhancements related
         to your management software. Clearly describe to us your accounting
for the
         revenue related to these arrangements, including when you recognize
revenue   "over-
         time" or at a "point in time," the related time periods and the
authoritative guidance on
         which you are relying. Revise this note to provide clear disclosure of
that policy.
z. Share-based compensation, page F-15

22.      Please provide us an analysis of equity issuances which occurred
during the last
         twelve months that presents the grant dates of the issuances, as well
as the underlying fair
         value of your common shares at each grant date. To the extent there
were any significant
         fluctuations in the fair values from period-to-period, please describe
to us the factors that
         contributed to these fluctuations. For equity transactions in which
you estimated the fair
         value, please explain the significant factors, assumptions, and
methodologies you used to
         determine fair value. Additionally, provide us the estimated offering
price or range when
         it is available and explain to us the reasons for significant
differences between recent
         valuations of your common shares leading up to the IPO and the
estimated offering price.
General

23.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications. Please contact the staff
member associated
         with the review of this filing to discuss how to submit such copies.
       You may contact Mindy Hooker at 202-551-3732 or Martin James at
202-551-3671 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any other
questions.



FirstName LastNameTuvia Barlev                                  Sincerely,
Comapany NameActelis Networks, Inc.
March 8, 2022 Page 5                                            Division of
Corporation Finance
FirstName LastName                                              Office of
Manufacturing
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