Actelis Networks, Inc. SEC Filings

Actelis Networks is soliciting shareholder votes at a special meeting to approve four proposals: inducement warrant exercises that could issue up to 3,406,286 new warrants and related shares at a $0.37 exercise price and placement agent warrants of 298,914 shares (Proposal No. 1); approval under Nasdaq rules to permit exercisability and issuance of shares underlying private placement warrants issued June 30, 2025 (Proposal No. 2); an amendment to the charter to implement a reverse stock split at a ratio between 1-for-7 and 1-for-12, with the board selecting the precise ratio (Proposal No. 3); and approval to adjourn the meeting if additional solicitations are needed (Proposal No. 4).

The company disclosed existing warrant series totaling millions of warrants with varying exercise prices ($1.18, $2.00, $1.75) and additional Series A-3, A-4 and placement agent warrants exercisable at $0.615 and $0.7688, which together could generate up to approximately $3.09 million if exercised. The reverse split is presented as a liquidity measure and would reduce shares outstanding depending on the chosen ratio; fractional-share procedures and tax considerations for U.S. holders are described. The proxy materials identify beneficial ownership details for executives and directors and reference related SEC filings incorporated by reference.

Actelis Networks, Inc. is soliciting votes at a Special Meeting of stockholders to approve four proposals: (1) approval to allow exercisability of warrants issued in a September 3, 2025 warrant inducement (including New Warrants exercisable at $0.37 and placement agent warrants) that could result in issuance of shares that may equal or exceed 20% of outstanding common stock; (2) approval under Nasdaq Rule 5635(d) for exercisability and issuance of shares underlying Private Placement Warrants issued June 30, 2025; (3) an amendment to effect a reverse stock split at a ratio between 1-for-7 and 1-for-12, with the final ratio set by the Board prior to effectiveness; and (4) approval to adjourn the meeting if needed to solicit additional proxies. The company expects to mail proxy materials on or about September 29, 2025 and stockholders of record on September 8, 2025 are eligible to vote. The filing discloses warrant counts, exercise prices, expiration periods, aggregate proceeds of approximately $1.6 million from exercises of Existing Warrants, and that full exercise of certain warrants could yield up to approximately $3.09 million in gross proceeds.

Actelis Networks, Inc. is asking stockholders at a Special Meeting to approve three principal proposals and related matters. Proposal No.1 seeks authorization to issue warrants and the underlying common stock under a warrant inducement pursuant to an Inducement Letter dated September 2, 2025. Proposal No.2 seeks similar authorization related to an offering that occurred on June 30, 2025. Proposal No.3 requests approval of a reverse stock split of the common stock at a ratio between 1-for-7 and 1-for-12, with the final ratio set by the Board before effectiveness. Proposal No.4 authorizes adjournment if votes are insufficient. The document discloses 16,598,509 shares outstanding for ownership calculations and lists beneficial holdings for executives and directors.