EX-99.1 2 ea177285ex99-1_actelisnet.htm ACTELIS NETWORKS, INC. INVESTOR PRESENTATION

Exhibit 99.1

Copyright © 2022 Actelis Networks Applying the Science of Networking Enabling Cybersafe, Rapid Deployment Networking for All IoT “Things” and Locations Investor Presentation April 2023 For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please see full disc los ures.

Disclaimer This Presentation is not an Offer or a Representation This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or o the r specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to re gistration or qualification under the securities laws of any such jurisdiction. The information contained herein does not purport to be all - inclusive and Actelis Networks, Inc. (“ Actelis ” or “the Company”) nor any of its subsidiaries, stockholders, affiliates, representatives, control persons, partners, member s, managers, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, complete nes s or reliability of the information contained in this Presentation. You should consult with your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accep tin g this Presentation, you confirm that you are not relying solely upon the information contained herein to make any investment decision. The recipient shall not rely upon any statement, representation or warranty made by a ny other person, firm or corporation in making any investment decision. To the fullest extent permitted by law, in no circumstances will the Company or any of its subsidiaries, stockholders, affiliates, representatives, co ntrol persons, partners, members, managers, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentat ion , its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. The general explanations included in this Presentation can not address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Nothing in this Presentation should be regarded as a representation by any person that the forward - looking stat ements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved. Financial Information and Use of Non - GAAP Financial Measures. The financial information contained in this Presentation has been taken from or prepared based on our historical financial st ate ments for the periods presented. This presentation includes certain non - GAAP financial measures. These non - GAAP measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to their nearest GAAP equivalent or any other performance measures derived in accordance with GAAP. We believe that these non - GAAP measures of financi al results provide useful supplemental information to investors about Actelis. Our management uses forward - looking non - GAAP measures to evaluate our projected financials and operating performance. However, there are a number of limitations related to the use of these non - GAAP measures and their nearest GAAP equivalents. In addition, other companies may calculate non - GAAP measures differently, or may use other measures to calculate their financial performance, and therefore, our non - GAAP measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward - looking non - GAAP f inancial measures are provided, they are presented on a non - GAAP basis without reconciliations of such forward looking non - GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are ne cessary for such reconciliations. For any financial information contained in this Presentation, please refer to and read in conjunction with the Company’s Annual Report on Form 10 - K for the year ended December 31, 2022, file d with the U.S. Securities and Exchange Commission on March 29, 2023 (the “Form 10 - K”). Past performance is not indicative of future results. There is no guarantee that any specific objective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. See disclosures at the beginning. 2 Forward Looking Statements This Presentation contains forward - looking statements . In addition, from time to time, we or our representatives may make forward - looking statements orally or in writing . We base these forward - looking statements on our expectations and projections about future events, which we derive from the information currently available to us . Such forward - looking statements relate to future events or our future performance, including : our financial performance and projections ; our growth in revenue and earnings ; and our business prospects and opportunities . You can identify forward - looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms . Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in the final prospectus, dated May 16 , 2022 filed with the U . S . Securities and Exchange Commission, and our Form 10 - K . Forward - looking statements are only predictions . The forward - looking events discussed in this Presentation and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us . We are not obligated to publicly update or revise any forward - looking statement, whether as a result of uncertainties and assumptions, the forward - looking events discussed in this document and other statements made from time to time by us or our representatives might not occur . Past performance is not indicative of future results . There is no guarantee that any specific outcome will be achieved . Investments may be speculative, illiquid and there is a total risk of loss .

COMPANY OVERVIEW For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. Customers Cities, Rail, Roads, Military Value of Actelis ’ IoT Previously Installed Base In over 30 countries Global Patents +More on - going new applications Year - Over - Year Sales to IoT customers growth Vs. 2021 Gross Margin 2022 Year - end 2022 Balance Sheet Quick Ratio Current Assets (ex. inventories) over Current Liabilities 3 Actelis At a Glance A Marke t Leader of Gigabit - Grade, Cybersafe, Rapid Deployment IoT Networking

COMPANY OVERVIEW For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. (1) Facts and Factors Jan. 2022 (2) Grand View Research May. 2021 Smart Traffic (ITS) Smart City Smart Rail Military and Gov. Power, Water, Oil Industry, Education Lights Parking Signaling Perimeter security Substations Robotics Cameras Security Obstacle detect Weapons control Generators Warehouse Lane Management Wi - Fi Controls Energy Oil/gas flow Access control Signs Garbage Security Radars Perimeter security Security V2V Transportation Ticketing Airports Water plants Parking 4 Global IoT Market to Hit $1.8 Trillion in 2028 at 24.5% CAGR (1) Smart City Market at $696 Billion by 2028 with CAGR of 29.3% (2)

COMPANY OVERVIEW For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. IoT Connectivity Modernization Needs Growing Exponentially • Billions of devices currently connected with copper cables Historically low speed, low reliability, not secure • New Fiber Optic cables are being installed Reliable, fast, but expensive and slow to deploy • Wireless is getting faster Historically very low speed, lowest reliability and security Major efforts to Securely Connect Tens of Millions of Locations at High - Speed 5

COMPANY OVERVIEW For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. Easy - to - reach (70 - 90% of Locations) Hard - to - reach ( 10 - 30 % of Locations) …Connecting Fiber to Hard - to - Reach Locations May Cost 50% of all Project Budget and may cause Months of Delay ** (*) – Analysis by Columbia Telecommunications Corporation (**) - Fiber Availability is 31%/12%/11% of in US/UK/ Germany, respectively; (FTTH council, Europe, 4/2020) Easy to reach locations: • Fiber is laid on existing poles @ ~$26K/Mile • (work takes days/weeks)* Hard to reach locations: • Fiber needs boring, trenching, permits, right - of - way @$70K - $400K/Mile • (work takes months)* Obstacles to IoT Development – Hybrid Fiber/Copper is Key 6 Making the Case for Hybrid Networks (Example) Connectivity c onsumes over 70 % of IoT network ’ s cost and time Lay new Fiber and use Fiber switches Upgrade existing wires to Fiber - Grade service with Actelis specialized Hybrid Fiber - Copper switches

COMPANY OVERVIEW For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. MetaLIGHT Unique Signal Processing and Encoding Software • Optimal synchronization of multi - line signals • Elimination of interference to boost speed • Data line coding for resilience, security (1) • Multi - line scrambling for low latency, security (2) • 256 - bit encryption of transmission (3) • Multi - line modulation for up to 10Gbps (4) • Spectrally compliant reach extenders to 100Km • Remote powering + Data to 4G/5G base stations (1), (2), (3) – Components of Triple Shield Protection 1728 1600 1664 5600 5700 3792 3792 1600 5568 5200 5300 5500 5584 5200 5392 5200 Unsynchronized Transmission • Lines supporting other lines • Optimal • Reliable • Secure Copper Cable • Lines interfering with other lines • Suboptimal • Unreliable • Unsecure Synchronized Transmission Individual Wires (4) – 10Gbps available in 2023 (5) – Vs. single wire performance in cable 7 Combining 100 X Wire ( 5 ) Performance Boost with Triple - Shield Security

COMPANY OVERVIEW For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. Libraries Schools City Buildings Regional Medical Centers Colleges / Universities Remote Parking Lots Guard Stations Perimeter Security Railways Powerlines and Substations Gas, Oil, Water Pipelines Wi - Fi MetaLIGHT Switches 8 Actelis’ MetaLIGHT Building Blocks Enable Seamless Hybrid Networks

COMPANY OVERVIEW For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. 9 MetaLIGHT Software 360 0 System Level Security Approved for Deployment by US DoD Data Protection Switching Protection MetaLIGHT Management Protection (EMS) • Comprehensive, secure management access via advanced authentication, encryption mechanisms • Advanced source and/or destination filtering • Defense against cyber hacking and DoS attacks • Triple - Shield Data Protection • Highly secure, robust data transmission • Scrambled, coded data packets over multiple conduits • Advanced 256 - bits Encryption • Running on low - vulnerability operating platform • Continuously updating system to ensure highest immunity

COMPANY OVERVIEW For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. Actelis’ Hybrid Networking makes 5G practical: • 5G Requires 10X - 100X cell grid density • Requires Fiber, Copper or mmWave at Gigabit speeds to 14.2M locations by 2027 • Many locations are hard - to - reach with Fiber, out - of - sight for mmWave , but are on wires • Hybrid Networking makes 5G practical with connectivity + remote powering Fiber Copper mmWave 5G Base Stations Connectivity 10 Actelis ’ Hybrid Networks Enable 5G in Smart Cities and on Roads 5G Expected to Grow at 54.4% CAGR 2021 - 2028 (1) (1) – Key Market Insights 5G...to dramatically improve quality of life with high data - rate, low latency, for mobile, eHealth, autonomous vehicles, smart cities, smart homes, Industrial IoT... (1)

GROWTH STRATEGY For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. IoT Hybrid Building Blocks : Traffic/Utility/City/Rail/Federal and Military Edge Computing for Video, Data Advanced Cyber Protection for Applications/Users ϮϬϮϭ ϮϬϮϮ ϮϬϮϯ 256 - bit Encrypted, Cyber - Safe Hybrid IoT Building Blocks Buildings/Campus/ 5 G High Speed Connectivity up to 10 Gbps ϮϬϮ 0 Any Media Connectivity Ubiquity: Meet all IoT needs Reach Gigabit Speed CYBER AWARE NETWORKING Advanced Edge Applications 11 Be Everywhere, then Climb Up the Food Chain 2020 - 2024 Product Strategy ϮϬϮ 4

COMPANY OVERVIEW For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. 12 Going From Protecting the Network Itself To Enabling Protection of Its Surrounding IoT Elements Cyber Aware Networking – Introducing SaaS in the Edge/Field  Converging IoT Anomaly Protection with Network Operations Continuity, Enabling Safety of Both  Edge Deployment in the Field Using Proximity to IoT Elements to Sense Anomalies Early  Use Network Switching to Cut off Bad Actors

For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. COMPETITIVE OVERVIEW 13 Leading Unique Real - Life Hybrid Offering Time/cost per bit Low High Low High Security Real Life Hybrid Networks Actelis ’ solutions offer significant competitive advantages in performance and security layers in both Fiber and copper. When combined into real - life hybrid copper - fiber networks, they offer higher security, faster deployment and lower cost. Our Real - Life Solutions Offer Significant Competitive Advantages

COMPANY OVERVIEW For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. Stanford University City of Frankfurt Energy Austria Japanese Army SMART TRANSPORTATION SMART GRID SMART CITY SMART CAMPUS Gov, MILITARY & POLICE Canadian rail Swiss rail Belgian Police East Midland BB Consortium UK 14 Customers that Already Trust Actelis ’ Solutions

COMPANY OVERVIEW For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. • 30,000 roadside assets, 4,400 miles of strategic road network • 1 / 3 of network on existing copper, 2 / 3 on new Fiber • Fiber and copper must be integrated without compromising service levels, reliability, or security • Both must provide reliable high bandwidth over vast distances • Advanced Quality of Service (QoS) must ensure minimum delay for real - time alerts • Network security and advanced troubleshooting tools are paramount 15 Modernizing with Actelis ’ Secure Hybrid Technology starting 2019 Example: Highways England National Road System

For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. Financial Highlights – 2022 16 3.3 % i ncrease in revenues to $ 8.8 million in 2022 (year - over - year) 31 % increase in sales delivery to IoT customers in 2022 (year - over - year) Non - GAAP Adjusted EBITDA loss at ( $4.1) million in 2022 compared to ($1.1) million in prior year period as the company continues to invest in sales and marketing $ Gross Margin at 47 % in 2022 vs. 46 % in prior year despite inflation, supply chain pressures; % 85 % of 2021 backlog delivered by December 31 , 2022 , lead - time within 10 % of pre - COVID time

For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. FINANCIAL OVERVIEW 17 Financial Results for Fiscal Year 2022 Full Year (U.S. Dollars in thousands except for Gross Margin) 2022 2021 Revenues 8,831 8,545 Gross Margin 47% 46 % Adjusted EBITDA (4,065) (1,097) 65% of Revenue to IoT customers

For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. FINANCIAL OVERVIEW Balance Sheet as of December 31, 2022 December 31, 2022 2021 (U . S . Dollars in thousands) Current Assets 10,907 4,135 Non - Current Assets 3,912 549 Current Liabilities 6,202 5,951 Long Term Liabilities 5,352 12,744 Redeemable Convertible Preferred Stock - 5,585 Shareholder’s Equity (Capital Deficiency) 3,265 (19,596) TOTAL BALANCE SHEET 14,819 4,684 Balance Sheet – transformed as a result of completed IPO 18 • Quick Ratio at >1.5X by end of 2022 • Total balance sheet growth >3X, >$10 million year - over - year. • Shareholders’ Equity growth of $23 million

For illustrative purposes only. Past performance is not indicative of future results. There is no guarantee that any specifi c o bjective will be achieved. Investments may be illiquid, highly speculative and there is risk of the total loss of your investment. Please se e f ull disclosures. Matt Glover Senior Managing Director Gateway Investor Relations matt@gatewayir.com (949) 574 - 3860 Yoav Efron CFO Actelis Networks, Inc. yoave@actelis.com (908) 242 6463 Ralf Esper Director Gateway Investor Relations ralf@gatewayir.com (949) 574 - 3860 19 Contact Information

Copyright © 2022 Actelis Networks Applying the Science of Networking Actelis News Released Recently April 2023

Recent Actelis News New Project Released April 5, 2023 : “… the city of West Sacramento, CA, will be deploying Actelis ’ new Hybrid Fiber - Copper, high - switching capacity devices as part of a major traffic signal network upgrade. Actelis partnered with Econolite , a leading provider of traffic management systems for this project. The solution brings instant, cyber - hardened, high - speed connectivity out to intersections, at a fraction of the cost of a network that requires digging or trenching for new fiber installation everywhere. City of West Sacramento Modernizes Traffic Management With Actelis ’ Hybrid Fiber - Copper Solutions

Recent Actelis News New Team Member Released March 8 , 2023 : “… the appointment of Tzachy Givaty as Regional Vice President for Asia - Pacific ( “ APAC ” ) to lead the company ’ s business development and channel partner expansion efforts in the region. Givaty has a proven record of achievement over the past 20 years in the areas of sales management, business development & key partners/alliances management roles within global cybersecurity, mobile & IoT solutions and enterprise SaaS - based software solutions companies. Actelis Strengthens Global Footprint With Appointment Of New Asia - Pacific Regional Vice President

Recent Actelis News New Project Released February 21, 2023 : “… the City of Eugene, Oregon has selected Actelis ’ hybrid fiber - copper networking solutions as part of its most recent traffic modernization project. The Actelis hybrid fiber - copper solution was chosen because it allows the city to utilize its existing twisted pair copper infrastructure to instantly deploy new traffic cameras and sensors, while also enabling connectivity over fiber if the city eventually transitions away from copper. Actelis Selected by the City of Eugene For Traffic Modernization Project

Recent Actelis News Released January 3, 2023: “ …selected by Northern Ireland Railways (NI Railways) to enable high - speed connectivity for a large - scale safety critical project. Actelis’ solution was chosen for its high speed, media flexibility and reliability. Actelis’ products are implemented both trackside and in equipment rooms, to enable applications such as: •Vital customer information services to train stations and remote stops across the agency’s network. •Viewing and remotely downloading feeds from CCTV cameras.

Recent Actelis News Released December 19, 2022: “Actelis reported that an on base US Military implementation utilizing Actelis’ technology is entering the final phase of deployment to provide networking for various divisions of the United States military. The Actelis solution extends high - speed internet service to military barracks, solving the challenge of getting broadband service to remote locations… …T he project will total more than 500,000 USD…” Network Extension for US Military

Recent Actelis News Released October 24, 2022: “Actelis has selected Norseman Defense Technologies as its latest authorized sales partner to provide Actelis’ solutions to federal, state, and local government agencies as well as educational institutions… …In its continued drive to expand global coverage, Actelis’ solutions are added to Norseman’s NASA SEWP US government - wide acquisition contract to offer its networking solutions to all branches of the US Military and Government…”

Recent Actelis News Released October 7 , 2022 : “ Actelis releases its new, powerful, ML 600 DM product line to customers. The new ML 600 DM product line was designed to provide more flexibility, faster speeds, higher security levels, and more powerful software management capabilities … Smart Cities, rail, highways, airports, utilities and military organizations can now digitize and modernize their installations with better, faster networking building blocks from Actelis, at a fraction of the time and cost, compared to all - new non - hybrid fiber networks... ”

Recent Actelis News Released October 7 , 2022 : “ … Selected for deployment and delivered an initial order for an energy company, providing power to the capital city of a major European country. The mission of this project is to modernize, digitize and enhance the customer ’ s power network and streamline customer ’ s operations ... ”

Recent Actelis News Released September 12, 2022: “ Actelis was chosen by the City of San Jose to modernize and extend a state - of - the - art Intelligent Transportation System. The total budget is estimated at $3 million for a multi - year program… The Actelis hybrid fiber - copper network gives San Jose’s ITS operators the ability to rapidly develop and deploy a fast network for a new world of transportation needs that will be using real time actionable data…” City of San Jose, CA Chooses Actelis

Recent Actelis News Released August 29, 2022: “ Actelis announced today that it has received $312,000 to - date in orders following its previously announced multi - year contract signed with a global leader in airport operations management systems. The contract aims to rapidly and cost effectively modernize and digitize networks in hundreds of airports across 39 countries...” Actelis Modernizing Airports Worldwide with SITA