Actelis Networks (NASDAQ: ASNS) delays vote on expanding share issuances under equity line

Rhea-AI Filing Summary

Actelis Networks, Inc. reported that a special stockholder meeting held on January 29, 2026 lacked a quorum and was adjourned without taking any action on the proposal presented. Only 479,098 common shares were present in person or by proxy, below the one-third threshold required by the company’s bylaws.

The meeting had been called to seek stockholder approval to allow issuance of common stock above the 19.99% exchange cap under the company’s Common Stock Purchase Agreement with White Lion Capital LLC. Because approval was not obtained, Actelis must call another stockholder meeting within 90 days, and no additional shares may be issued under that equity line agreement until stockholder approval is received.

Insights

Capital structure and corporate governance analyst

Quorum failure delays approval to issue more shares under an existing equity line.

Actelis Networks convened a special stockholder meeting to seek approval to issue common stock above the 19.99% exchange cap in its Common Stock Purchase Agreement with White Lion Capital LLC. The meeting had only 479,098 common shares represented, below the one-third quorum required by its bylaws, so no vote occurred.

This outcome temporarily blocks further issuance of common stock under the equity line, which depends on stockholder approval to exceed the exchange cap tied to shares outstanding as of the agreement’s effective date. The company remains contractually obligated to call another stockholder meeting within 90 days of January 29, 2026 to again seek this approval.

Near term, the company cannot draw additional funds through issuing more shares under this agreement until stockholders approve issuances above the cap. Future disclosures about the subsequent stockholder meeting and any vote results will clarify whether this financing source becomes fully available.

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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): January 29, 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
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 Matters to a Vote of Security Holders.

On January 29, 2026 Actelis Networks, Inc. (the “Company”) held a special  meeting of stockholders (the “Special Meeting”). At the Special Meeting, an aggregate of 479,098 shares of the Company’s common stock (“Common Stock”) were present  in person or by proxy and entitled to vote, which did not constitute a quorum determined in accordance with  the Company’s Second Amended and Restated By-Laws, which requires one-third of the Company’s issued and outstanding shares of Common Stock. Accordingly, no action was taken with respect to the proposal presented at the Special Meeting, and the Special Meeting was adjourned.

As previously reported on its Form 8-K filed on October 2, 2025, the Company entered into such date a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with White Lion Capital LLC.

Pursuant to the ELOC Purchase Agreement, the maximum number of shares issuable under the ELOC Purchase Agreement shall not exceed 19.99% of the Company’s outstanding Common Stock as of the Effective Date (the “Exchange Cap”), unless shareholder approval is obtained to issue shares of Common Stock in excess of the Exchange Cap (“Shareholder Approval”). The Special Meeting was called for the purpose of obtaining Shareholder Approval which has not been obtained due to the fact a quorum was not present at the Special Meeting.

Further, pursuant to the terms of the ELOC Purchase Agreement, since the Company did not obtain Shareholder Approval at the Special Meeting, it is obligated to call a subsequent shareholder meeting to seek to obtain Shareholder Approval within 90 days of the date of the Special Meeting. Until Shareholder Approval is obtained, no further shares of Common Stock may be issued pursuant to the ELOC Purchase Agreement.  

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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: January 29, 2026	By:	/s/ Tuvia Barlev
	Name:	Tuvia Barlev
	Title:	Chief Executive Officer

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FAQ

What did Actelis Networks (ASNS) announce about its January 29, 2026 special meeting?

Actelis Networks announced that its January 29, 2026 special stockholder meeting was adjourned without action because a quorum was not reached. Only 479,098 common shares were represented, which was below the one-third quorum requirement in the company’s Second Amended and Restated By-Laws.

Why was the Actelis Networks (ASNS) special meeting called in the first place?

The special meeting was called to obtain stockholder approval to issue common stock above the 19.99% exchange cap in the company’s Common Stock Purchase Agreement with White Lion Capital LLC. This approval is required before Actelis can issue shares beyond that threshold under the agreement.

What happens because Actelis Networks (ASNS) failed to obtain shareholder approval at this meeting?

Because shareholder approval was not obtained, Actelis is required under its Common Stock Purchase Agreement to call a subsequent shareholder meeting within 90 days of January 29, 2026. That future meeting will again seek the necessary approval to issue shares above the 19.99% exchange cap.

How does the quorum failure affect Actelis Networks’ ability to issue shares under the White Lion agreement?

Until shareholder approval is obtained, Actelis cannot issue any additional shares of common stock under the Common Stock Purchase Agreement with White Lion Capital LLC. The agreement caps issuances at 19.99% of outstanding common stock as of the effective date unless shareholders approve exceeding this cap.

What is the 19.99% exchange cap mentioned for Actelis Networks (ASNS)?

The 19.99% exchange cap is the maximum number of common shares that may be issued under the Common Stock Purchase Agreement, expressed as 19.99% of the company’s outstanding common stock on the agreement’s effective date. Issuing more than this amount requires prior shareholder approval.

Did Actelis Networks (ASNS) take any corporate actions at the January 29, 2026 special meeting?

No corporate actions were taken at the January 29, 2026 special meeting. Because the number of shares present or represented by proxy did not meet the one-third quorum requirement, the meeting was adjourned and the proposal regarding share issuance above the exchange cap was not voted on.