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ACTELIS NETWORKS INC DEF 14A Filings

ASNS OTC

Every DEF 14A that ACTELIS NETWORKS INC (ASNS) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow ASNS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ASNS filings page.

Rhea-AI Summary

Actelis Networks, Inc. plans to hold its 2026 annual meeting of stockholders on August 25, 2026 in Petach Tikva, Israel. Stockholders of record as of June 29, 2026 may vote on proposals to elect two Class I directors, Julie Kunstler and Gideon Marks, for three-year terms; ratify Kesselman & Kesselman (PwC) as independent auditor for 2026; approve an amendment increasing authorized common stock from 30,000,000 to 80,000,000 shares; and allow potential adjournment to solicit additional proxies.

As of the record date, common shares outstanding were 25,837,246, with additional shares reserved under equity plans and 7,900,296 warrants, which the board states limits flexibility for future financing, strategic transactions, and equity incentives. The company notes that any future issuances from the larger authorization could dilute existing holders and may have anti-takeover effects, though no specific issuances are currently authorized.

The board is classified into three staggered classes with three independent directors serving on audit, compensation, and nominating committees. In 2025, PwC received $249,283 in total fees, and Chief Executive Officer Tuvia Barlev’s total compensation was $629,020, including an RSU grant valued at $302,778. White Lion Capital LLC beneficially owns 3,000,000 shares, or 10.41% of common stock.

Rhea-AI Summary

Actelis Networks, Inc. is calling a special stockholder meeting on April 13, 2026 to vote on three key items. Stockholders are asked to approve, under Nasdaq Listing Rule 5635(d), the issuance of common shares under a previously signed equity line of credit with White Lion Capital for up to $30,000,000 of stock purchases, which could significantly increase the share count over time.

The meeting will also consider a reverse stock split of the company’s common stock at a ratio between 1‑for‑10 and 1‑for‑25, to be chosen later by the board, aimed at raising the share price to regain compliance with Nasdaq’s minimum bid requirement after a delisting determination. A third proposal would allow adjournment of the meeting to gather more votes if needed. The board unanimously recommends voting FOR all three proposals.

Rhea-AI Summary

Actelis Networks, Inc. is calling a special stockholder meeting to approve the issuance of common stock under its equity line of credit purchase agreement with White Lion Capital, LLC, and to allow potential adjournment of the meeting if more votes are needed. The Common Stock Purchase Agreement gives Actelis the right, but not the obligation, to sell up to $30,000,000 of newly issued common stock to White Lion during a commitment period running to October 1, 2028, subject to Nasdaq Listing Rule 5635(d) limits and other conditions. The board is asking stockholders to authorize issuances above Nasdaq’s 19.99% exchange cap so the company can fully use this facility. The proxy explains that any shares issued to White Lion would dilute existing holders’ voting power and economic interests and could pressure the stock price, while also describing the voting process, quorum requirements, and ownership of major stockholders as of the December 31, 2025 record date.

Rhea-AI Summary

Actelis Networks is soliciting shareholder votes at a special meeting to approve four proposals: inducement warrant exercises that could issue up to 3,406,286 new warrants and related shares at a $0.37 exercise price and placement agent warrants of 298,914 shares (Proposal No. 1); approval under Nasdaq rules to permit exercisability and issuance of shares underlying private placement warrants issued June 30, 2025 (Proposal No. 2); an amendment to the charter to implement a reverse stock split at a ratio between 1-for-7 and 1-for-12, with the board selecting the precise ratio (Proposal No. 3); and approval to adjourn the meeting if additional solicitations are needed (Proposal No. 4).

The company disclosed existing warrant series totaling millions of warrants with varying exercise prices ($1.18, $2.00, $1.75) and additional Series A-3, A-4 and placement agent warrants exercisable at $0.615 and $0.7688, which together could generate up to approximately $3.09 million if exercised. The reverse split is presented as a liquidity measure and would reduce shares outstanding depending on the chosen ratio; fractional-share procedures and tax considerations for U.S. holders are described. The proxy materials identify beneficial ownership details for executives and directors and reference related SEC filings incorporated by reference.

Rhea-AI Summary

Actelis Networks, Inc. is soliciting votes at a Special Meeting of stockholders to approve four proposals: (1) approval to allow exercisability of warrants issued in a September 3, 2025 warrant inducement (including New Warrants exercisable at $0.37 and placement agent warrants) that could result in issuance of shares that may equal or exceed 20% of outstanding common stock; (2) approval under Nasdaq Rule 5635(d) for exercisability and issuance of shares underlying Private Placement Warrants issued June 30, 2025; (3) an amendment to effect a reverse stock split at a ratio between 1-for-7 and 1-for-12, with the final ratio set by the Board prior to effectiveness; and (4) approval to adjourn the meeting if needed to solicit additional proxies. The company expects to mail proxy materials on or about September 29, 2025 and stockholders of record on September 8, 2025 are eligible to vote. The filing discloses warrant counts, exercise prices, expiration periods, aggregate proceeds of approximately $1.6 million from exercises of Existing Warrants, and that full exercise of certain warrants could yield up to approximately $3.09 million in gross proceeds.