Actelis Networks Inc 8-K, filed Aug 25, 2026
Actelis Networks Inc (ASNS)
About this 8-K
Actelis Networks Inc filed this 8-K on August 25, 2026.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.
On August 25, 2026, Actelis Networks, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was June 29, 2026 (the “Record Date”). As of the Record Date, there were 25,837,246 shares of common stock, par value $0.0001 per share (“Common Stock”) of the Company outstanding. Each share of the Company’s Common Stock represents one vote that could be voted on each matter that came before the Annual Meeting.
At the Annual Meeting, 11,447,822 shares of Common Stock were represented and voted, in person or by proxy, constituting a quorum for the Annual Meeting (the 11,447,822 votes represented equaled approximately 44% of the outstanding possible votes).
At the Annual Meeting, four proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 16, 2026 (the “Proxy Statement”). The final voting results were as follows:
Proposal 1
The Company’s stockholders elected the following Class I Directors to serve for a term of three years until the 2029 Annual Meeting of Stockholders.
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes | |||||
| Julie Kunstler | 1,340,077 | - | 1,312,512 | 8,795,233 | ||||
| Gideon Marks | 1,352,835 | - | 1,299,754 | 8,795,233 |
Both Class I Directors were duly elected.
Proposal 2
To ratify the appointment of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 9,668,308 | 1,564,484 | 215,028 | - |
The proposal was approved.
Proposal 3
To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s Common Stock from 30,000,000 shares to 80,000,000 shares.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 5,704,531 | 5,581,190 | 162,101 | - |
The Proposal required the affirmative vote of a majority of the voting power of all the then outstanding shares of Common Stock entitled to vote on the subject matter. This voting threshold was not achieved and the proposal was not approved.
Proposal 4
The proposal to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1, 2 and/or 3 was withdrawn.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACTELIS NETWORKS, INC. | ||
| Dated: August 25, 2026 | By: | /s/ Yoav Efron |
| Name: | Yoav Efron | |
| Title: | Deputy Chief Executive Officer and Chief Financial Officer | |
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