Actelis Networks (ASNS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 29, 2026, to vote on two key proposals: authorizing share issuance under the ELOC Purchase Agreement and approving potential adjournment to solicit more votes 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 the company with financial flexibility and support business plans.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuing shares 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 gather 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 recommends voting "FOR" both proposals.

Board of directors and corporate governance

• Tuvia Barlev (CEO) and Yoav Efron (CFO) are appointed as proxies for the meeting.

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