[8-K] Actelis Networks, Inc. Reports Material Event

Rhea-AI Filing Summary

Actelis Networks held its 2025 Annual Meeting on August 12, 2025. As of the June 13, 2025 record date there were 9,246,641 shares outstanding and 3,730,911 shares (about 40.3%) were represented in person or by proxy. Stockholders elected Class III director Tuvia Barlev to a three-year term with 1,081,044 votes in favor and 74,215 abstentions; there were 2,575,652 broker non-votes on that matter. Shareholders ratified Kesselman & Kesselman as the independent registered public accounting firm for the fiscal year ending December 31, 2025 with 3,649,705 votes for, 57,808 against and 23,398 abstaining. The Actelis 2025 Equity Incentive Plan was approved with 763,915 votes for, 229,593 against, 161,751 abstentions and 2,575,652 broker non-votes. A proposal to adjourn, if needed, was withdrawn after these proposals were adopted.

Positive

• Class III director Tuvia Barlev was elected to a three-year term with 1,081,044 votes in favor
• Kesselman & Kesselman was ratified as the company’s independent registered public accounting firm with 3,649,705 votes for
• Actelis 2025 Equity Incentive Plan was approved by shareholders (763,915 votes for)

Negative

• Relatively low shareholder turnout: only 3,730,911 shares were represented, about 40.3% of outstanding shares
• Substantial broker non-votes of 2,575,652 on the director and equity plan matters, reducing the share of outstanding votes cast on those proposals
• Notable abstentions on the equity plan (161,751) and director election (74,215)

Insights

Financial Analyst

TL;DR: Routine governance outcomes; auditor ratification carried decisively, equity plan approved amid substantial broker non-votes.

The Annual Meeting produced standard corporate governance actions: election of a Class III director, auditor ratification and approval of an equity incentive plan. The auditor ratification passed with 3,649,705 votes in favor, indicating strong support on that routine matter. The equity plan passed but received 2,575,652 broker non-votes and a meaningful number of abstentions, which reduces the proportion of outstanding shares that actively supported the proposal. Voter participation was 40.3%, which is notable for assessing shareholder engagement.

Corporate Governance Expert

TL;DR: Governance items approved; director elected for three years; outcomes reflect routine corporate maintenance rather than transformational change.

The company elected Tuvia Barlev to a three-year term with 1,081,044 votes in favor and recorded 74,215 abstentions. The appointment of Kesselman & Kesselman as auditor was ratified with a clear majority. Approval of the Actelis 2025 Equity Incentive Plan concluded successfully but the record shows 2,575,652 broker non-votes on the director and equity plan matters, indicating many shares were not entitled to vote or were not instructed on non-routine items. These results complete governance housekeeping without indicating immediate strategic shifts.

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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): August 12, 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 August 12, 2025, Actelis Networks, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was June 13, 2025 (the “Record Date”). As of the Record Date, there were 9,246,641 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 Annual Meeting.

At the Annual Meeting, 3,730,911 shares of Common Stock were represented and voted, in person or by proxy, constituting a quorum for the Annual Meeting (the 3,730,911 votes represented equaled approximately 40.3% of the outstanding possible votes).

At the Annual 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 June 26, 2025 (the “Proxy Statement”). The final voting results were as follows:

Proposal 1

The Company’s stockholders elected the following Class III Director to serve for a term of three years until the 2028 Annual Meeting of Stockholders.

		Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Tuvia Barlev		1,081,044		-		74,215		2,575,652

Proposal 2

To ratify the appointment of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
3,649,705		57,808		23,398		-

Proposal 3

To approve the Actelis 2025 Equity Incentive Plan.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
763,915		229,593		161,751		2,575,652

Proposal 4

The proposal to approve an adjournment of the Annual 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. 

1

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: August 13, 2025	By:	/s/ Yoav Efron
	Name:	Yoav Efron
	Title:	Deputy Chief Executive Officer and Chief Financial Officer

2

FAQ

When did Actelis Networks (ASNS) hold its 2025 Annual Meeting?

The Annual Meeting was held on August 12, 2025.

How many Actelis (ASNS) shares were outstanding and what was the turnout?

9,246,641 shares were outstanding as of the June 13, 2025 record date and 3,730,911 shares (about 40.3%) were represented at the meeting.

What were the voting results for the director election (ASNS)?

Tuvia Barlev was elected with 1,081,044 votes for, 74,215 abstentions and 2,575,652 broker non-votes.

Was the company’s auditor ratified (ASNS)?

Yes. Kesselman & Kesselman was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025 with 3,649,705 votes for, 57,808 against and 23,398 abstentions.

Did shareholders approve the Actelis 2025 Equity Incentive Plan?

Yes. The plan was approved with 763,915 votes for, 229,593 against, 161,751 abstentions and 2,575,652 broker non-votes.