Actelis Networks (ASNS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 29, 2026, to vote on two key proposals: authorizing issuance of common stock under the ELOC Purchase Agreement and approving potential adjournment to solicit more proxies if needed.

• The ELOC Purchase Agreement allows up to $30 million in common stock sales to White Lion Capital, subject to shareholder approval for issuances above the Nasdaq Exchange Cap.

• Board recommends voting in favor of both proposals to provide financial flexibility and ensure the company can access capital as needed.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuance of common stock under the ELOC Purchase Agreement, potentially exceeding 19.99% of outstanding shares, as required by Nasdaq rules.

• Proposal 2 requests approval to adjourn the meeting if more time is needed to secure votes for Proposal 1.

• Both proposals require a majority of shares present or represented by proxy to pass; abstentions count as votes against, broker non-votes have no effect.

• Board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• Proxy materials designate Tuvia Barlev (CEO) and Yoav Efron (CFO) as proxies for voting.

• Board is responsible for calling additional special meetings every 90 days for up to 360 days if shareholder approval for Proposal 1 is not obtained.