Regulation FD Disclosure Form 8 K

Item 7.01 Regulation FD Disclosure.

As previously disclosed, on May 23, 2024, Actelis Networks, Inc. (the "Company"), issued a press release to announce that it had entered into a binding term sheet (the "Term Sheet") with Quality Industrial Corp, a Nevada corporation traded on the OTC under the symbol QIND ("Target"), and Ilustrato Pictures International Inc., a Nevada corporation ("Seller"), pursuant to which Actelis will acquire from Seller and additional shareholders of Target shares of Target constituting between 61% to 75% of the issued and outstanding shares of the Target's share capital. The companies intended to close the transaction, pending regulatory requirements and due diligence, within 60 days.

As previously disclosed, on July 19, 2024, the Company, Target and Seller agreed to extend the non-solicitation and no-shop periods provided in the Term Sheet until August 2, 2024, unless mutually terminated earlier by the parties.

On August 2, 2024, the Company, Target and Seller agreed to extend the non-solicitation and no-shop periods provided in the Term Sheet until August 16, 2024, unless mutually terminated earlier by the parties.

There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.

The information in this Item 7.01 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01.