Submission of Matters to a Vote of Security Holders Form 8 K

ITEM 5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.

On July 30, 2024, Actelis Networks, Inc. (the "Company") held its 2024 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, 2024 (the "Record Date"). As of the Record Date, there were 5,008,992 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, 2,012,013 shares of Common Stock were represented and voted, in person or by proxy, constituting a quorum for the Annual Meeting (the 2,012,013 votes represented equaled approximately 40.16% 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 25, 2024 (the "Proxy Statement"). The final voting results were as follows:

Proposal 1

The Company's stockholders elected the following Class II Director to serve for a term of three years until the 2027 Annual Meeting of Stockholders.

		Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Joseph Moscovitz		908,223		-		43,123		1,060,327

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, 2024.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
1,997,107		12,235		2,331		-

Proposal 3

To authorize for purposes of complying with NASDAQ listing rule 5635(D) the ability to issue shares of the Company's common stock upon the exercise of our Common Stock warrants issued pursuant to the terms of a private placement financing transaction set forth in the Securities Purchase Agreement, dated December 17, 2023.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
838,277		112,241		828		1,060,327

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if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1, 2 and/or 3 was withdrawn because the Company's stockholders approved and adopted the Proposals 1, 2, and 3, as noted above.

Public link

Please use the above public link if you want to share this noodl on another website.