Actelis Networks Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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.
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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: November 7, 2025 | By: | /s/ Yoav Efron |
| Name: | Yoav Efron | |
| Title: | Deputy Chief Executive Officer and Chief Financial Officer | |
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