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Maris-Tech (NASDAQ: MTEK) signs $3,007,329 at-the-market share deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Maris-Tech Ltd. entered into a Sales Agreement with A.G.P./Alliance Global Partners allowing it to sell, from time to time, up to $3,007,329 of its ordinary shares in an at-the-market offering under its effective Form F-3 shelf registration.

The ordinary shares will be sold through the Sales Agent on The Nasdaq Capital Market pursuant to a base prospectus and a March 30, 2026 prospectus supplement. Maris-Tech expects to use any net proceeds for working capital and general corporate purposes and is not obligated to sell any shares.

The company will pay the Sales Agent a 3.0% commission on aggregate gross proceeds from each sale, reimburse certain expenses, and has provided customary indemnification. The Sales Agreement and related legal opinion are filed as exhibits to this report.

Positive

  • None.

Negative

  • None.
ATM program size $3,007,329 Maximum aggregate amount of ordinary shares sellable under Sales Agreement
Sales Agent commission 3.0% of gross proceeds Commission payable to A.G.P./Alliance Global Partners on each sale
Use of proceeds Working capital and general corporate purposes Stated intended use of any ATM offering proceeds
Sales Agreement financial
"entered into a Sales Agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners"
A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.
at the market offering financial
"deemed to be an “at the market offering” as defined by Rule 415(a)(4)"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
Registration Statement on Form F-3 regulatory
"offered and sold pursuant to the Company’s Registration Statement on Form F-3"
A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.
prospectus supplement regulatory
"as supplemented by the prospectus supplement to the Registration Statement dated March 30, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
working capital and general corporate purposes financial
"proceeds from the sale of Ordinary Shares under the Sales Agreement will be used for working capital and general corporate purposes"

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of March 2026 (Report No. 6)

 

Commission file number: 001-41260

 

Maris-Tech Ltd.

(Translation of registrant’s name into English)

 

2 Yitzhak Modii Street

Rehovot, Israel 7608804

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒         Form 40-F ☐

 

 

 

 

 

CONTENTS

 

Execution of Sales Agreement

 

On March 30, 2026, Maris-Tech Ltd. (the “Company”), entered into a Sales Agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, up to $3,007,329 of its ordinary shares, no par value per share, of the Company (the “Ordinary Shares”). The Ordinary Shares will be offered and sold pursuant to the Company’s Registration Statement on Form F-3 (File No. 333-294280) (the “Registration Statement”), and the related base prospectus included in the Registration Statement, as supplemented by the prospectus supplement to the Registration Statement dated March 30, 2026.

 

The Company expects that any proceeds from the sale of Ordinary Shares under the Sales Agreement will be used for working capital and general corporate purposes.

 

The Company is not obligated to sell any Ordinary Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts consistent with their normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market to sell Ordinary Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice to the Sales Agent, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell the Ordinary Shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) under the Securities Act of 1933, as amended. The Sales Agent’s obligations to sell Ordinary Shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions. The Company will pay the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds from each sale of Ordinary Shares and has agreed to provide the Sales Agent with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales Agent for certain specified expenses. The Sales Agreement contains customary representations and warranties and conditions to the sale of the shares thereunder.

 

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached as Exhibit 10.1 to this Report of Foreign Private Issuer on Form 6-K (this “Report”) and is incorporated herein by reference.

 

A copy of the opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.) relating to the legality of the issuance and sale of the Ordinary Shares is filed herewith as Exhibit 5.1.

 

This Report shall not constitute an offer to sell or solicitation of an offer to buy, nor shall there be any sale of the Ordinary Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

This Report is incorporated by reference into the Registration Statements on Form S-8 (Registration No. 333-262910 and 333-274826) and the Registration Statements on Form F-3 (Registration No. 333-270330 and 333-294280), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

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EXHIBIT INDEX

 

Exhibit No.   Description
5.1   Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.)
10.1   Sales Agreement by and between Maris-Tech Ltd. and A.G.P./Alliance Global Partners, dated March 30, 2026.
23.1   Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in Exhibit 5.1).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Maris-Tech Ltd.
     
Date: March 30, 2026 By: /s/ Nir Bussy
    Nir Bussy
    Chief Financial Officer

 

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FAQ

What did Maris-Tech (MTEK) announce in this Form 6-K?

Maris-Tech announced a Sales Agreement with A.G.P./Alliance Global Partners to sell up to $3,007,329 of ordinary shares in an at-the-market offering under its Form F-3 shelf registration, using proceeds for working capital and general corporate purposes.

How large is Maris-Tech’s new at-the-market share program?

The Sales Agreement permits Maris-Tech to sell up to $3,007,329 of its ordinary shares from time to time through A.G.P./Alliance Global Partners, using an existing Form F-3 registration statement and related base prospectus and prospectus supplement filed on March 30, 2026.

What fees will Maris-Tech (MTEK) pay under the Sales Agreement?

Maris-Tech will pay the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds from each sale of ordinary shares and will reimburse specified expenses, in addition to providing customary indemnification and contribution rights under the Sales Agreement terms.

Is Maris-Tech required to issue shares under this at-the-market program?

Maris-Tech is not obligated to sell any ordinary shares under the Sales Agreement. Shares may be sold from time to time at the company’s discretion, following placement notices and subject to the agreement’s terms and customary conditions for each potential sale.

How will Maris-Tech use proceeds from the at-the-market share sales?

Maris-Tech expects to use any proceeds from sales of ordinary shares under the Sales Agreement for working capital and general corporate purposes, giving the company additional financial flexibility while raising capital incrementally through its Form F-3 shelf registration.

Under which registration statements will Maris-Tech’s ATM sales occur?

The ordinary shares will be offered and sold under Maris-Tech’s Registration Statement on Form F-3 (File No. 333-294280), using the related base prospectus and a prospectus supplement dated March 30, 2026 that specifically covers this at-the-market offering program.

Filing Exhibits & Attachments

2 documents
Maris Tech Ltd.

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Israel
Rehovot