ASNS 8-K
Actelis Networks Inc (ASNS)
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 April 13, 2026, Actelis Networks, Inc. (the “Company”) held its 2026 Special Meeting of Stockholders (the “Special Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Special Meeting was February 13, 2026 (the “Record Date”). As of the Record Date, there were 8,759,402 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 Special Meeting.
At the Special Meeting, 3,131,194 shares of Common Stock were represented and voted, in person or by proxy, constituting a quorum for the Special Meeting (the 3,131,194 votes represented equaled approximately 35.75% of the outstanding possible votes).
At the Special 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 March 4, 2026 (the "Proxy Statement"). The final voting results were as follows:
Proposal 1
To authorize, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, pursuant to the Company’s ELOC Purchase Agreement.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 798,074 | 285,504 | 2,964 | 2,044,652 |
Proposal 2
To approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split (the “Reverse Stock Split”) with respect to the Company’s issued and outstanding Common Stock, at a ratio of 1-for-10 to 1-for-25, with the ratio at which the Reverse Stock Split would be effected to be a ratio within the range to be determined at the discretion of the Company’s board of directors and included in a public announcement by the Company before the effectiveness of the Reverse Stock Split.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 2,641,144 | 483,887 | 6,163 | 0 |
Proposal 3
The proposal to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1 and/or 2 was withdrawn because the Company’s stockholders approved and adopted the Proposals 1 and 2, as noted above.
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: April 13, 2026 | By: | /s/ Yoav Efron |
| Name: | Yoav Efron | |
| Title: | Deputy Chief Executive Officer and Chief Financial Officer | |