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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):
November 14, 2025
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) |
4039 Clipper Court, Fremont, CA 94538
(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 |
| Common Stock, $0.0001 par value per share |
|
ASNS |
|
Nasdaq Capital Market |
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 3.03 |
Material Modification to Rights of Security Holders. |
To the extent required by
Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously reported on
its Current Report on Form 8-K filed on November 7, 2025, Actelis Networks, Inc. (the “Company”) held a special meeting of
stockholders (the “Special Meeting”). At the Special Meeting, the stockholders approved, among other things, a proposal to
grant discretionary authority to the Board, to (A) amend its Amended and Restated Certificate of Incorporation of the Company (the “Certificate
of Incorporation”) to effect one or more consolidations of the issued and outstanding shares of common stock of the Company, pursuant
to which the shares of common stock would be combined and reclassified into one (1) share of common stock at a ratio within the range
from 1-for-7 up to 1-for-12 (the “Proposed Reverse Stock Split”), and (B) determine whether to arrange for the disposition
of fractional interests by stockholders entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of
the time when those entitled to receive such fractions are determined, or to entitle stockholders to receive from the Company’s
transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that,
(X) the Company shall not effect Proposed Reverse Stock Splits that, in the aggregate, exceeds 1-for-12, and (Y) any Reverse Stock Split
is completed no later than November 7, 2026.
On November 7, 2025, the Board
approved a 1-for-10 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock
Split”), and on November 14, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment
to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split, which will become
effective as of 8:00 a.m. Eastern Time on November 18, 2025. The Company’s common stock will begin trading on a split-adjusted basis
when the market opens on November 18, 2025 on the Nasdaq Capital Market.
When the Reverse Stock Split
becomes effective, every 10 shares of the Company’s issued and outstanding common stock will automatically be converted into one
share of common stock, without any change in the par value per share. In addition, a proportionate adjustment will be made to the per
share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders
to purchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split will
be rounded up to the next whole number.
The Company’s common
stock will continue to trade on the Nasdaq Capital Market under the symbol “ASNS.” The new CUSIP number for common stock following
the Reverse Stock Split will be 00503R 508.
VStock Transfer, LLC, the
Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.
For more information about
the Reverse Stock Split, see the Company’s Proxy Statement filed with the SEC on September 29, 2025, the relevant portions of which
are incorporated herein by reference. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein
by reference.
On November 14, 2025, the
Company announced that it filed with the Secretary of State of the State of Delaware the Certificate of Amendment to effect the Reverse
Stock Split, and one-for-ten reverse stock split of its common stock is scheduled to become effective before trading opens on November
18, 2025.
A copy of the press release
announcing these events is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 |
|
Certificate of Amendment to Amended And Restated Certificate of Incorporation of Actelis Networks, Inc. |
| |
|
|
| 99.1 |
|
Press release dated November 14, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
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. |
| |
|
|
| Date: November 14, 2025 |
By: |
/s/ Tuvia Barlev |
| |
Name: |
Tuvia Barlev |
| |
Title: |
Chief Executive Officer |
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