Actelis Networks (ASNS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for April 13, 2026, to vote on three key proposals: ELOC share issuance, a reverse stock split, and potential adjournment for further proxy solicitation.

• Board recommends voting in favor of all proposals, emphasizing their significance for compliance and future flexibility.

• Only stockholders of record as of February 13, 2026, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1: Authorize issuance of common stock under the ELOC Purchase Agreement with White Lion Capital, up to $30 million, subject to Nasdaq Rule 5635(d) and shareholder approval beyond the 19.99% cap.

• Proposal 2: Approve a reverse stock split at a ratio between 1-for-10 and 1-for-25, with the exact ratio at the Board's discretion, to regain Nasdaq compliance and attract institutional investors.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit votes for Proposals 1 and 2.

• Board recommends a vote "FOR" all three proposals.

Board of directors and corporate governance

• Board retains discretion to set the reverse split ratio and to abandon the split if deemed not in the best interest of the company.

• Proxy voting is managed by CEO Tuvia Barlev and CFO Yoav Efron.

• Security ownership table discloses holdings of directors, officers, and major shareholders.