UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.
On August 12, 2025, Actelis Networks, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was June 13, 2025 (the “Record Date”). As of the Record Date, there were 9,246,641 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 Annual Meeting.
At the Annual Meeting, 3,730,911 shares of Common Stock were represented and voted, in person or by proxy, constituting a quorum for the Annual Meeting (the 3,730,911 votes represented equaled approximately 40.3% of the outstanding possible votes).
At the Annual 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 June 26, 2025 (the “Proxy Statement”). The final voting results were as follows:
Proposal 1
The Company’s stockholders elected the following Class III Director to serve for a term of three years until the 2028 Annual Meeting of Stockholders.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||
| Tuvia Barlev | 1,081,044 | - | 74,215 | 2,575,652 |
Proposal 2
To ratify the appointment of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 3,649,705 | 57,808 | 23,398 | - |
Proposal 3
To approve the Actelis 2025 Equity Incentive Plan.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 763,915 | 229,593 | 161,751 | 2,575,652 |
Proposal 4
The proposal to approve an adjournment of the Annual 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if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1, 2 and/or 3 was withdrawn because the Company’s stockholders approved and adopted the Proposals 1, 2, and 3, as noted above.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: August 13, 2025 | By: | /s/ Yoav Efron |
| Name: | Yoav Efron | |
| Title: | Deputy Chief Executive Officer and Chief Financial Officer | |
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