Actelis Networks, Inc. SEC Filings

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.

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.

Actelis Networks, Inc. is asking stockholders at a Special Meeting to approve three principal proposals and related matters. Proposal No.1 seeks authorization to issue warrants and the underlying common stock under a warrant inducement pursuant to an Inducement Letter dated September 2, 2025. Proposal No.2 seeks similar authorization related to an offering that occurred on June 30, 2025. Proposal No.3 requests approval of a reverse stock split of the common stock at a ratio between 1-for-7 and 1-for-12, with the final ratio set by the Board before effectiveness. Proposal No.4 authorizes adjournment if votes are insufficient. The document discloses 16,598,509 shares outstanding for ownership calculations and lists beneficial holdings for executives and directors.

Actelis Networks, Inc. furnished an Item 7.01 current report stating it issued a press release dated September 4, 2025 announcing the launch of the GigaLine 9000 solution for large-scale building connectivity applications. The filing notes the press release is attached as Exhibit 99.1 and is furnished (not "filed") under the Exchange Act, so it is incorporated by reference only where expressly specified. The document is signed by Tuvia Barlev, Chief Executive Officer.

The filing contains no financial results, contract terms, customer names, or deployment timelines; it serves to disclose the product launch and the existence of the press release rather than to provide operational or financial details.

Actelis Networks, Inc. entered into a warrant inducement agreement with a warrant holder who agreed to exercise 4,270,197 existing warrants for cash at a reduced exercise price of $0.37 per share. The company expects to receive approximately $1.6 million in gross proceeds from this exercise, before advisory fees and expenses.

In return, Actelis will issue new common stock purchase warrants to the holder for up to 6,405,296 shares at the same $0.37 exercise price, split between longer-dated Series A-1 warrants and shorter-dated warrants, all exercisable after stockholder approval. The company will also issue 298,914 placement agent warrants at an exercise price of $0.4625 per share and pay cash and expense fees to its financial advisors. Shares outstanding increased from 11,292,114 to 12,545,117 after closing, with 3,017,197 shares held in abeyance due to beneficial ownership limits.

Actelis Networks, Inc. filed an 8-K furnishing a press release dated September 2, 2025 titled “Actelis Networks Receives Strategic Order from the FAA for Critical Air Traffic Control Infrastructure Modernization”. The filing states the press release is attached as Exhibit 99.1 and is furnished (not filed) under the Exchange Act. No financial amounts, timing, contract scope, or customer details are provided in the 8-K text itself; the 8-K serves to notify investors that the company announced a government order via a press release.

Mark DeVol filed an initial Form 3 for Actelis Networks, Inc. (ASNS) dated 08/27/2025. He is listed as a Director and Officer (CRO, Americas) of the company. The filing explicitly states that no securities are beneficially owned by the reporting person as of the reporting date.