SEC Comment Letter 0000000000-23-005782 to ACTELIS NETWORKS INC (ASNS)
ACTELIS NETWORKS INC
Date: June 1, 2023 · CIK: 0001141284 · Accession: 0000000000-23-005782
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272179
Letter
United States securities and exchange commission logo June 1, 2023 Tuvia Barlev Chief Executive Officer Actelis Network, Inc. 4039 Clipper Court Fremont, CA 94538 Re:Actelis Network, Inc. Registration Statement on Form S-3 Filed May 24, 2023 File No. 333-272179 Dear Tuvia Barlev: We have limited our review of your registration statement to those issues we have addressed in our 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-3 filed May 24, 2023 General 1.Please note that Instruction I.A.3 of Form S-3 requires, among other things, that you have been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period of at least twelve calendar months immediately preceding the filing of this registration statement. Your registration statement for your initial public offering went effective on May 12, 2022. Accordingly, assuming you continue to timely file your required Exchange Act reports, prior to requesting effectiveness of this registration statement, please amend your Form S-3 on or after June 1, 2023. See Rule 401(c) of Regulation C and Securities Act Forms C&DI Question 115.06.
FirstName LastNameTuvia Barlev Comapany NameActelis Network, Inc. June 1, 2023 Page 2 FirstName LastName Tuvia Barlev Actelis Network, Inc. June 1, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Patrick Fullem at (202) 551-8337 or Erin Purnell at (202) 551-3454 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Max Lindenfeld, Esq.
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United States securities and exchange commission logo
June 1, 2023
Tuvia Barlev
Chief Executive Officer
Actelis Network, Inc.
4039 Clipper Court
Fremont, CA 94538
Re:Actelis Network, Inc.
Registration Statement on Form S-3
Filed May 24, 2023
File No. 333-272179
Dear Tuvia Barlev:
We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed May 24, 2023
General
1.Please note that Instruction I.A.3 of Form S-3 requires, among other things, that you have
been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period
of at least twelve calendar months immediately preceding the filing of this registration
statement. Your registration statement for your initial public offering went effective on
May 12, 2022. Accordingly, assuming you continue to timely file your required
Exchange Act reports, prior to requesting effectiveness of this registration statement,
please amend your Form S-3 on or after June 1, 2023. See Rule 401(c) of Regulation C
and Securities Act Forms C&DI Question 115.06.
FirstName LastNameTuvia Barlev
Comapany NameActelis Network, Inc.
June 1, 2023 Page 2
FirstName LastName
Tuvia Barlev
Actelis Network, Inc.
June 1, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Patrick Fullem at (202) 551-8337 or Erin Purnell at (202) 551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Max Lindenfeld, Esq.