Maris-Tech Ltd. Secures $2 Million Financing to Strengthen its Capital Structure and Support Commercial and U.S. Market Initiatives

Rhea-AI Summary

Maris-Tech (Nasdaq: MTEK) announced on November 28, 2025 that it entered into Note Purchase Agreements to issue non‑interest bearing convertible promissory notes totaling $2,000,000.

The company said net proceeds will be used for working capital, general corporate purposes, and to support initiatives to strengthen its capital structure and U.S. commercial market activities. The Notes include set conversion periods and a conversion price floor:

• One Note: initial conversion window at 6 months, full convertibility at 12 months.
• Other Note: full convertibility at 12 months.
• Any remaining principal auto‑converts after 24 months per the conversion formula.

The securities were sold in a private placement exempt from registration under the Securities Act and have not been registered for public resale.

Positive

• Provides $2.0M in immediate liquidity for operations
• Funds earmarked to support U.S. commercial initiatives
• Notes include structured conversion windows which aid planning

Negative

• Convertible notes create potential shareholder dilution upon conversion
• Conversion price floor may still reduce existing holders’ ownership
• Private placement restricts immediate public resale of issued shares

News Market Reaction

-7.27%

1 alert

-7.27% News Effect

-$839K Valuation Impact

$11M Market Cap

0.0x Rel. Volume

On the day this news was published, MTEK declined 7.27%, reflecting a notable negative market reaction. This price movement removed approximately $839K from the company's valuation, bringing the market cap to $11M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Convertible notes: $2,000,000 Initial conversion window: 6 months Full convertibility: 12 months +5 more

8 metrics

Convertible notes $2,000,000 Aggregate principal amount of non‑interest bearing notes

Initial conversion window 6 months One note’s first conversion window after issuance

Full convertibility 12 months Both notes become fully convertible at 12 months

Automatic conversion 24 months Any remaining principal auto‑converts after 24 months

Share price $1.39 Price prior to financing news

52-week high $6.47 52-week range high before news

52-week low $1.03 52-week range low before news

Price reaction -7.27% 24-hour move after this financing announcement

Market Reality Check

Price: $1.69 Vol: Volume 24,900 is at 0.34x...

low vol

$1.69 Last Close

Volume Volume 24,900 is at 0.34x the 20-day average of 73,887 shares. low

Technical Price $1.39 is trading below the 200-day MA at $2.37, and well under the $6.47 52-week high.

Peers on Argus

Peers show mixed moves: CPSH +5.23%, DAIO +1.91%, SELX -1.88%, REFR -0.64%, SGMA...

Peers show mixed moves: CPSH +5.23%, DAIO +1.91%, SELX -1.88%, REFR -0.64%, SGMA flat, suggesting stock-specific factors for MTEK.

Historical Context

5 past events · Latest: Nov 28 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 28	Convertible financing	Neutral	-7.3%	Announced <b>$2,000,000</b> non‑interest bearing convertible notes via private placement.
Nov 17	Product launch	Positive	-3.5%	Introduced Garnet compact low-power video and AI payload for miniature drones.
Nov 14	Defense order	Positive	-9.4%	Received repeat Opal system order of about <b>$230,000</b> from Israeli defense customer.
Nov 13	Development roadmap	Positive	-3.9%	Detailed ME-Nav NewCo structure, <b>24‑month</b> roadmap and ~<b>$1 million</b> target budget with Quantum Gyro.
Nov 10	Strategic collaboration	Positive	+21.8%	Announced strategic collaboration with Quantum Gyro to develop ME-Nav quantum gyroscope system.

Pattern Detected

Recent positive product and partnership announcements often saw negative next-day moves, with only one strategic collaboration drawing a strong positive reaction.

Recent Company History

Over November 2025, Maris-Tech reported several developments: a $2,000,000 non‑interest bearing convertible note financing on Nov. 28, a new Garnet AI drone payload on Nov. 17, and a repeat Opal system order of about $230,000 on Nov. 14 bringing that customer to roughly $1.7 million in Opal orders. Two Quantum Gyro collaboration announcements around Nov. 10–13 outlined a 24‑month, roughly $1 million ME‑Nav development plan. Despite generally constructive news, several items saw negative 24‑hour price reactions.

Market Pulse Summary

The stock moved -7.3% in the session following this news. A negative reaction to this financing woul...

Analysis

The stock moved -7.3% in the session following this news. A negative reaction to this financing would fit prior patterns where generally positive or neutral developments, including product launches and defense orders, were followed by 24‑hour declines of 3–9%. The structure of $2,000,000 in convertible notes, with automatic conversion at 24 months, may raise dilution concerns. Past divergence between upbeat announcements and price performance suggests that sentiment risk and sensitivity to capital structure changes have been important factors.

Key Terms

convertible promissory notes, conversion price floor, private placement, registration statement

4 terms

convertible promissory notes financial

"the Company issued non-interest bearing convertible promissory notes in the aggregate"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

conversion price floor financial

"which include set conversion periods and a conversion price floor."

A conversion price floor is a contractual minimum price used when convertible bonds or preferred shares are turned into common stock, so investors cannot convert at a price below that level. It matters because it limits how many shares can be created on conversion, protecting existing shareholders from extreme dilution and helping investors and companies estimate the minimum value they’ll receive when conversion happens — like a coupon that guarantees a minimum exchange value.

private placement financial

"issued and sold in a private placement exempt from the registration requirements"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

registration statement regulatory

"except pursuant to an effective registration statement or an applicable exemption"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

Rehovot, Israel, Nov. 28, 2025 (GLOBE NEWSWIRE) -- Maris-Tech Ltd. (Nasdaq: MTEK, MTEKW) (“Maris-Tech” or the “Company”), a global leader in video and artificial intelligence (“AI”)- based edge computing technology, today announced that it has entered into a Note Purchase Agreements (the “Purchase Agreement”) with institutional investors (the “Investors”), pursuant to which, the Company issued non-interest bearing convertible promissory notes in the aggregate principal amount of $2,000,000 (the “Notes”). The Company intends to use the net proceeds from the sale of the Notes for working capital and general corporate purposes, and to support initiatives intended to strengthen the Company’s capital structure and its U.S. commercial market activities.

The Notes are convertible into ordinary shares of the Company pursuant to their terms, which include set conversion periods and a conversion price floor. One Note provides for an initial conversion window beginning six months after issuance, followed by full convertibility beginning twelve months after issuance. The other Note becomes fully convertible beginning twelve months after issuance. Any remaining outstanding principal under either Note will automatically convert after twenty-four months in accordance with the conversion formula and subject to the conversion price floor.

The Notes were, and the ordinary shares issued upon conversion of the Notes will be, issued and sold in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and have not been registered under the Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities law.

About Maris-Tech Ltd.

Maris-Tech is a global leader in video and AI-based edge computing technology, pioneering intelligent video transmission solutions that conquer complex encoding-decoding challenges. Our miniature, lightweight, and low-power products deliver high-performance capabilities, including raw data processing, seamless transfer, advanced image processing, and AI-driven analytics. Founded by Israeli technology sector veterans, Maris-Tech serves leading manufacturers worldwide in defense, aerospace, Intelligence gathering, HLS, and communication industries. We’re pushing the boundaries of video transmission and edge computing, driving innovation in mission-critical applications across commercial and defense sectors.

For more information, visit https://www.maris-tech.com/

Forward-Looking Statements Disclaimer

This press release contains “forward-looking statements” within the meaning of Section 27A of the Act, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may”, “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. For example, the Company is using forward-looking statements when it discusses the efforts to strengthen its capital structure and support its U.S. market initiatives and the expected use of proceeds from the issuance of the Notes. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: its ability to successfully market its products and services, including in the United States; the acceptance of its products and services by customers; its continued ability to pay operating costs and ability to meet demand for its products and services; the amount and nature of competition from other security and telecom products and services; the effects of changes in the cybersecurity and telecom markets; its ability to successfully develop new products and services; its success establishing and maintaining collaborative, strategic alliance agreements, licensing and supplier arrangements; its ability to comply with applicable regulations; and the other risks and uncertainties described in the Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 28, 2025, and its other filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Relations:

Nir Bussy, CFO

Tel: +972-72-2424022

Nir@maris-tech.com

FAQ

What financing did Maris-Tech (MTEK) announce on November 28, 2025?

Maris-Tech issued non‑interest bearing convertible promissory notes totaling $2,000,000 under Note Purchase Agreements.

How will Maris-Tech (MTEK) use the $2,000,000 raised?

The company will use net proceeds for working capital, general corporate purposes, and to support U.S. commercial market initiatives.

When do the Maris-Tech (MTEK) notes become convertible into shares?

One note has a 6‑month initial conversion window and full convertibility at 12 months; the other is fully convertible at 12 months; remaining principal auto‑converts after 24 months.

Will the Maris-Tech (MTEK) convertible notes dilute existing shareholders?

Yes. The Notes are convertible into ordinary shares and will dilute existing holders upon conversion according to the conversion formula and price floor.

Were the securities issued by Maris-Tech (MTEK) registered for public resale?

No. The Notes and any shares issued on conversion were sold in a private placement exempt from registration under the Securities Act.