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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 7, 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 5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.
On November 7, 2025, Actelis
Networks, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). The record
date for stockholders entitled to notice of, and to vote at, the Special Meeting was September 8, 2025 (the “Record Date”).
As of the Record Date, there were 14,782,509 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,
5,454,822 shares of Common Stock were represented and voted, in person or by proxy, constituting a quorum for the Special Meeting
(the 5,454,822 votes represented equaled approximately 36.90% 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 September 30, 2025 (the "Proxy Statement"). The final
voting results were as follows:
Proposal 1
To authorize and approve,
for purposes of complying with Nasdaq listing rule 5635(d), the ability to issue warrants to purchase shares of the Company’s Common
Stock, and the issuance of Common Stock underlying such warrants, pursuant to the terms of a warrant inducement transaction set forth
in the Inducement Letter, dated September 2, 2025.
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 1,356,971 |
|
152,598 |
|
16,503 |
|
3,928,750 |
Proposal 2
To authorize and approve,
for purposes of complying with Nasdaq listing rule 5635(d), the ability to issue warrants to purchase shares of the Company’s Common
Stock, and the issuance of Common Stock underlying such warrants, pursuant to with an offering of securities of the Company that occurred
on June 30, 2025.
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 1,354,486 |
|
156,580 |
|
15,006 |
|
3,928,750 |
Proposal 3
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-7 to 1-for-12, 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 |
| 4,930,672 |
|
334,395 |
|
189,755 |
|
3,928,750 |
Proposal 4
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, 2 and/or 3 was withdrawn because the Company’s stockholders approved and adopted the Proposals 1, 2, and 3, 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: November 7, 2025 |
By: |
/s/ Yoav Efron |
| |
Name: |
Yoav Efron |
| |
Title: |
Deputy Chief Executive Officer and Chief Financial Officer |
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