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Correspondence 0001213900-25-122126 from ACTELIS NETWORKS INC (ASNS)

ACTELIS NETWORKS INC
Date: Dec. 16, 2025 · CIK: 0001141284 · Accession: 0001213900-25-122126

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File numbers found in text: 333-292119

Date
December 16, 2025
Author
H.C. WAINWRIGHT & CO., LLC
Form
CORRESP
Company
ACTELIS NETWORKS INC

Letter

Re: Actelis Networks, Inc.

December 16, 2025

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Registration Statement on Form S-1 (Registration No. 333-292119) -

Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (the " Placement Agent "), acting as placement agent on a best-efforts basis in an offering pursuant to the registration statement on Form S-1 (333-292119) (the " Registration Statement "), hereby concurs in the request by Actelis Networks, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. Eastern Time on Wednesday, December 17, 2025, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. The Placement Agent affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

Very truly yours,
H.C. WAINWRIGHT & CO., LLC

Show Raw Text
CORRESP
 1
 filename1.htm

 December 16, 2025

 VIA FACSIMILE AND EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Re: Actelis Networks,
 Inc.

 Registration Statement on Form S-1 (Registration
 No. 333-292119) -

 Concurrence in Acceleration Request

 Ladies and Gentlemen:

 H.C. Wainwright & Co., LLC
(the " Placement Agent "), acting as placement agent on a best-efforts basis in an offering pursuant to the registration
statement on Form S-1 (333-292119) (the " Registration Statement "), hereby concurs in the request by Actelis Networks,
Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. Eastern Time on Wednesday, December
17, 2025, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. The Placement Agent affirms that it is
aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By:
 /s/ Edward D. Silvera

 Name:
 Edward D. Silvera

 Title:
 Chief Operating Officer