ACTELIS NETWORKS INC 8-K

What Happened Actelis Networks, Inc. filed an 8-K reporting that its special meeting of stockholders on January 29, 2026 was adjourned because only 479,098 shares of common stock were present in person or by proxy, which did not meet the quorum under the Company’s Second Amended and Restated By‑Laws. As a result, no action was taken on the proposal to obtain shareholder approval related to a previously disclosed Common Stock Purchase Agreement with White Lion Capital LLC.

Key Details

• 479,098 shares were present at the special meeting; quorum requires one‑third of the issued and outstanding common shares.
• The meeting sought shareholder approval to permit issuance of shares in excess of a 19.99% “Exchange Cap” under the ELOC Purchase Agreement with White Lion Capital LLC (originally disclosed Oct 2, 2025).
• Because shareholder approval was not obtained, the Company must call another shareholder meeting within 90 days to seek approval.
• Until shareholder approval is obtained, no additional shares may be issued under the ELOC Purchase Agreement.

Why It Matters This adjournment delays the company’s ability to issue additional common stock under the ELOC Purchase Agreement and therefore may postpone access to capital tied to that agreement. For investors, the outcome affects potential dilution timing (issuance limited to 19.99% without approval) and establishes a near-term timeline (a follow-up meeting within 90 days) for when the company will again seek shareholder consent.