ACTELIS NETWORKS INC 8-K

What Happened

• Actelis Networks, Inc. reported the results of its 2026 Special Meeting of Stockholders held April 13, 2026 (8-K filed April 13, 2026). With a record date of February 13, 2026, there were 8,759,402 shares outstanding and 3,131,194 shares (≈35.75%) were represented at the meeting.
• Stockholders approved two key proposals: (1) authorization to issue shares pursuant to the Company’s ELOC Purchase Agreement (per Nasdaq Listing Rule 5635(d)), and (2) an amendment to effect a reverse stock split at a ratio to be selected by the board within a 1-for-10 to 1-for-25 range. A proposal to adjourn, if needed, was withdrawn after Proposals 1 and 2 passed.

Key Details

• Record date: February 13, 2026; Outstanding common shares: 8,759,402; Shares represented at meeting: 3,131,194 (≈35.75%).
• Proposal 1 (authorize issuance under ELOC Purchase Agreement): For 798,074; Against 285,504; Abstained 2,964; Broker non-votes 2,044,652.
• Proposal 2 (reverse stock split 1-for-10 to 1-for-25): For 2,641,144; Against 483,887; Abstained 6,163; Broker non-votes 0.
• The board will determine the exact reverse split ratio within the approved range and announce it publicly before the split becomes effective.

Why It Matters

• The reverse stock split will reduce the number of outstanding shares on a per-share basis (ratio to be chosen by the board between 1-for-10 and 1-for-25), which can raise the company’s per-share trading price and may be used to meet listing or market expectations.
• Approval to issue shares under the ELOC Purchase Agreement allows the company to proceed with share issuances contemplated by that financing arrangement, subject to the terms of the agreement and Nasdaq rules. Investors should watch for the board’s announcement of the final split ratio and any subsequent filings describing the ELOC share issuances and timing.