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 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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