What were the voting results for Actelis Networks’ ELOC share issuance proposal?

The proposal authorizing share issuance under the ELOC Purchase Agreement received 798,074 votes for, 285,504 against and 2,964 abstentions, with 2,044,652 broker non-votes. This approval allows common stock issuance in line with Nasdaq Listing Rule 5635(d).

Actelis Networks (ASNS) investors approve reverse split and ELOC share plan

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Actelis Networks, Inc. reported the results of its 2026 Special Meeting of Stockholders held on April 13, 2026. Stockholders representing 3,131,194 shares of common stock, about 35.75% of the 8,759,402 shares outstanding as of the February 13, 2026 record date, were present in person or by proxy, constituting a quorum.

Stockholders authorized, in accordance with Nasdaq Listing Rule 5635(d), the issuance of common stock under the Company’s ELOC Purchase Agreement, with 798,074 votes for, 285,504 against and 2,964 abstentions, and 2,044,652 broker non-votes. They also approved an amendment to the Amended and Restated Certificate of Incorporation to permit a reverse stock split of the Company’s common stock at a ratio between 1-for-10 and 1-for-25, as determined by the board of directors, with 2,641,144 votes for, 483,887 against and 6,163 abstentions.

A proposal to adjourn the Special Meeting to solicit additional proxies, if needed, was withdrawn because both main proposals received sufficient support.

Positive

None.

Negative

Stockholders approved a reverse stock split authorization at a wide 1-for-10 to 1-for-25 range, which could significantly reduce share count and affect existing holders if implemented.
Approval to issue shares under the ELOC Purchase Agreement permits additional equity issuance, which may increase dilution for current Actelis Networks stockholders depending on future usage.

Insights

Shareholders approved stock issuance authority and a flexible reverse split range.

Stockholders of Actelis Networks backed two key capital structure measures. One authorizes issuing common stock under the ELOC Purchase Agreement pursuant to Nasdaq Listing Rule 5635(d). The other allows a reverse stock split at a board‑selected ratio between 1-for-10 and 1-for-25.

These approvals give the board tools to manage listing compliance and access potential equity financing, but they also open the door to future dilution and a significant share consolidation. The actual impact will depend on the specific reverse split ratio the board chooses and how extensively the ELOC is used.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding at record date: 8,759,402 shares Shares represented at meeting: 3,131,194 shares Proposal 1 votes for: 798,074 votes +5 more

8 metrics

Shares outstanding at record date 8,759,402 shares Common stock outstanding as of record date February 13, 2026

Shares represented at meeting 3,131,194 shares Votes present in person or by proxy, about 35.75% of possible votes

Proposal 1 votes for 798,074 votes Authorization to issue common stock under ELOC Purchase Agreement

Proposal 1 votes against 285,504 votes Authorization to issue common stock under ELOC Purchase Agreement

Proposal 1 broker non-votes 2,044,652 votes Broker non-votes on ELOC share issuance proposal

Proposal 2 votes for 2,641,144 votes Approval of reverse stock split amendment (1-for-10 to 1-for-25)

Proposal 2 votes against 483,887 votes Opposition to reverse stock split amendment

Proposal 2 abstentions 6,163 votes Abstentions on reverse stock split amendment

Key Terms

ELOC Purchase Agreement, Nasdaq Listing Rule 5635(d), Reverse Stock Split, quorum, +1 more

5 terms

ELOC Purchase Agreement financial

"issuance of shares of our common stock, pursuant to the Company’s ELOC Purchase Agreement"

Nasdaq Listing Rule 5635(d) regulatory

"To authorize, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

Reverse Stock Split financial

"to effect a reverse stock split (the “Reverse Stock Split”) with respect to the Company’s issued and outstanding Common Stock"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

quorum regulatory

"3,131,194 shares of Common Stock were represented and voted ... constituting a quorum for the Special Meeting"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"Votes For ... Votes Against ... Votes Abstained ... Broker Non-Votes 798,074 ... 2,044,652"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

04/13/2026 - 12:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 13, 2026

Actelis Networks, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41375

52-2160309

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

710 Lakeway Drive, Suite 200, Sunnyvale, CA 94805

(Address of principal executive offices)

(510) 545-1045

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Actelis Networks (ASNS) stockholders approve at the April 2026 special meeting?

Stockholders approved issuing common stock under an ELOC Purchase Agreement and authorized a reverse stock split at a 1-for-10 to 1-for-25 ratio. Both measures amend capital structure flexibility while potentially affecting future dilution and share count.

How many Actelis Networks shares were eligible and represented at the 2026 special meeting?

There were 8,759,402 common shares outstanding as of the February 13, 2026 record date. At the special meeting, 3,131,194 shares were represented in person or by proxy, equaling about 35.75% of possible votes and satisfying quorum requirements.

What reverse stock split did Actelis Networks (ASNS) shareholders approve?

Shareholders approved an amendment permitting a reverse stock split of issued and outstanding common stock at a board‑selected ratio between 1-for-10 and 1-for-25. The exact ratio will be chosen by the board and publicly announced before the split becomes effective.

Was the proposal to adjourn Actelis Networks’ 2026 special meeting used?

The adjournment proposal was withdrawn and never voted, because shareholders had already approved Proposals 1 and 2. Since sufficient votes were obtained for the ELOC issuance and reverse stock split authorization, no additional proxy solicitation was necessary.

Filing Exhibits & Attachments

3 documents