Actelis Networks (ASNS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for April 13, 2026, to vote on three key proposals impacting capital structure and compliance with Nasdaq requirements.

• Proposals include authorizing share issuance under an ELOC Purchase Agreement, approving a reverse stock split, and permitting adjournment if more votes are needed.

• Board recommends voting in favor of all proposals to support flexibility in financing and maintain Nasdaq listing.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuance of common stock under an ELOC Purchase Agreement with White Lion Capital, up to $30 million, potentially diluting existing shareholders.

• Proposal 2 requests authority for a reverse stock split at a ratio between 1-for-10 and 1-for-25, to be determined by the Board, aimed at regaining Nasdaq compliance.

• Proposal 3 allows adjournment of the meeting to solicit additional proxies if necessary.

• Board unanimously recommends voting "FOR" all 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 shareholders' best interests.

• Proxy voting can be executed by mail, phone, or internet, with CEO and CFO appointed as proxies.