UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 1324, 2026

Actelis Networks, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41375

52-2160309

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

710 Lakeway Drive, Suite 200, Sunnyvale, CA 94805

(Address of principal executive offices)

(510) 545-1045

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Item 57.0701. ~~SUBMISSION~~Regulation OFFD ~~A MATTER TO A VOTE OF SECURITY HOLDERS~~Disclosure.

On April 1324, 2026, ~~Actelis Networks, Inc. (~~the “Company”) issued ~~held~~a ~~its~~press ~~2026~~release ~~Special~~titled ~~Meeting of Stockholders (the~~ “~~Special~~Actelis ~~Meeting”).~~Networks ~~The~~Commences ~~record~~Trading ~~date~~on ~~for stockholders entitled to notice of, and to vote at,~~ the ~~Special~~OTCQB ~~Meeting~~Venture ~~was February 13, 2026 (the “Record Date~~Market”). AsA copy of the ~~Record~~ ~~Date,~~press ~~there~~release is ~~were~~included ~~8,759,402 shares~~as ofExhibit ~~common stock, par value $0~~99.~~0001~~1 ~~per~~to ~~share~~this ~~(“Common~~Current ~~Stock”)~~Report ofon ~~the~~Form ~~Company outstanding.~~8-K ~~Each~~and ~~share~~is ofincorporated ~~the~~herein ~~Company’s~~by ~~Common~~reference ~~Stock~~in ~~represents~~its ~~one vote that could be voted on each matter that came before the Special Meeting~~entirety.

AtThe ~~the~~press ~~Special~~release ~~Meeting,~~and ~~3,131,194~~the information ~~shares~~set forth therein shall not be deemed to be filed for purposes of ~~Common~~Section ~~Stock~~18 ~~were~~of ~~represented~~the ~~and~~Securities ~~voted,~~Exchange inAct ~~person~~of or1934, byas ~~proxy~~amended (the “Exchange Act”), ~~constituting~~or aotherwise ~~quorum~~be ~~for~~subject to the ~~Special~~liabilities ~~Meeting~~of ~~(the~~that 3section,~~131,194~~ nor shall it be deemed to be incorporated by reference in any ~~votes~~filing ~~represented~~under ~~equaled~~the ~~approximately~~Securities ~~35.75%~~Act of ~~the~~1933, ~~outstanding~~as ~~possible~~amended, ~~votes)~~or the Exchange Act.

AtCautionary 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 March 4, 2026 (the "Proxy Statement~~").~~ ~~The final voting results were as follows:~~Concerning Forward-Looking Statements

~~Proposal~~This 1Current Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. There can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control including general economic conditions; the Company’s ability to continue the trading of its common stock on the OTC market and the impact of the Nasdaq delisting on the Company’s business operations; the possibility that Actelis may be adversely affected by other economic, business, and/or competitive factors and other risks and uncertainties indicated from time to time. Any such forward-looking statements represent management’s estimates as of the date of this Current Report. While the Company may elect to update such forward-looking statements at some point in the future, unless required by law, it disclaims any obligation to do so, even if subsequent events cause its views to change. Thus, no one should assume that the Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov.

ToItem ~~authorize,~~9.01. inFinancial ~~accordance with~~Statements ~~Nasdaq~~and ~~Listing Rule 5635(d), the issuance of shares of our common stock, pursuant to the Company’s ELOC Purchase Agreement~~Exhibits.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
798,074		285,504		2,964		2,044,652

(d) Exhibits.

Proposal 2

Exhibit No.		Description
99.1		Press Release, dated April 24, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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-10 to 1-for-25, 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.SIGNATURES

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
2,641,144		483,887		6,163		0

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.

Proposal 3

	ACTELIS NETWORKS, INC.

Dated: April 24, 2026	By:	/s/ Yoav Efron
	Name:	Yoav Efron
	Title:	Deputy Chief Executive Officer and Chief Financial Officer

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 and/or 2 was withdrawn because the Company’s stockholders approved and adopted the Proposals 1 and 2, as noted above.

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: April 13, 2026	By:	/s/ Yoav Efron
	Name:	Yoav Efron
	Title:	Deputy Chief Executive Officer and Chief Financial Officer

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