Ownership cap cut to 4.99% in Maris-Tech (MTEK) note amendment

Rhea-AI Filing Summary

Maris-Tech Ltd. reports amendments to its previously issued convertible promissory notes totaling $2,000,000 and updates its shareholder meeting plans. The company and its two institutional investors agreed to cut the notes’ beneficial ownership cap from 9.99% to 4.99% of outstanding ordinary shares. If a conversion would push an investor above this level, the excess will be settled through pre-funded warrants for ordinary shares instead of additional shares. The notes will still automatically convert 24 months after their issuance, but now this mandatory conversion also respects the 4.99% cap, with pre-funded warrants issued where needed. Maris-Tech also states that it will not hold the previously announced shareholder meeting and may convene a meeting at a later time.

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 January 2026 (Report No. 2)

Commission file number: 001-41260

Maris-Tech Ltd.

(Translation of registrant’s name into English)

2 Yitzhak Modai 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

Amendment No. 1 to Note Purchase Agreements and Convertible Promissory Notes

As previously reported, on November 25, 2025, Maris-Tech Ltd. (the “Registrant”) entered into Note Purchase Agreements (the “Purchase Agreements”) with two institutional investors (the “Investors”), pursuant to which the Registrant issued to the Investors convertible promissory notes (the “Notes”) in the aggregate principal amount of $2,000,000.

On January 26, 2026, the Registrant entered into Amendment No. 1 to the Purchase Agreements with each Investor and amended the Notes as set forth herein (collectively, the “Amendments”).

The Amendments reduced the beneficial ownership limitation applicable to conversions of the Notes from 9.99% to 4.99% of the Registrant’s outstanding ordinary shares, no par value per share (the “Ordinary Shares”). In addition, the Amendments provide that, to the extent any conversion of a Note, including any mandatory conversion, would result in an Investor beneficially owning more than 4.99% of the outstanding Ordinary Shares, the portion of the conversion amount that would otherwise exceed such limitation will be satisfied through the issuance of pre-funded warrants (the “Pre-Funded Warrants”) exercisable for Ordinary Shares, rather than through the issuance of Ordinary Shares. The Pre-Funded Warrants will be exercisable following issuance and until exercised in full and will be subject to the same beneficial ownership limitations applicable to conversions of the Notes.

The Amendments further revise the mandatory conversion provisions of the Notes to reflect the updated beneficial ownership limitation. As amended, on the date that is twenty-four (24) months following the issuance date of a Note, any then-outstanding principal amount under such Note will automatically convert in accordance with the conversion formula and conversion price then in effect, subject to the 4.99% beneficial ownership limitation. To the extent that Ordinary Shares may not be issued upon such mandatory conversion due to the beneficial ownership limitation, the Registrant will issue pre-funded warrants in lieu of such Ordinary Shares.

Except as expressly amended by the Amendments, the material terms of the Purchase Agreements and the Notes remain unchanged.

The foregoing descriptions of the Amendments and the Pre-Funded Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Amendment No. 1 to the Convertible Promissory Notes, the form of Pre-Funded Warrant, and the form of Amendment No. 1 to the Note Purchase Agreements, which are attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, to this Report of Foreign Private Issuer on Form 6-K (this “Report”).

Update Regarding Previously Announced Shareholder Meeting

As previously disclosed in the Registrant’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2025, the Registrant had announced its intention to convene a shareholder meeting in connection with certain matters.

The Registrant hereby announces that it will not be holding the previously announced shareholder meeting. The Registrant will provide an update if and when it determines to convene a shareholder meeting in the future.

This Report is incorporated by reference into the Registrant’s Registration Statements on Form S-8 (Registration No. 333-262910 and 333-274826) and Registration Statement on Form F-3 (Registration No. 333-270330), filed with the SEC, 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 No.
4.1		Form of Amendment No. 1 to Convertible Promissory Note, dated as of January 26, 2026, by and between Maris-Tech Ltd. and the holder party thereto.
4.2		Form of Pre-Funded Warrant.
10.1		Form of Amendment No. 1 to Note Purchase Agreement, dated as of January 26, 2026, by and between Maris-Tech Ltd. and the investor party thereto.

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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: January 26, 2026	By:	/s/ Nir Bussy
		Nir Bussy
		Chief Financial Officer

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Exhibit 4.1

FORM OF AMENDMENT NO. 1

TO CONVERTIBLE PROMISSORY NOTE

This Amendment No. 1 (this “Amendment”) to that certain Convertible Promissory Note, issued November 25, 2025 (the “Note”), by Maris-Tech Ltd., an Israeli company (the “Company”), to [Xylo Technologies Ltd.] [L.I.A. Pure Capital Ltd.] (the “Holder”), is entered into as of January 26, 2026.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note.

RECITALS

WHEREAS, the Company issued the Note pursuant to that certain Note Purchase Agreement, dated as of November 25, 2025 (as amended, the “Purchase Agreement”);

WHEREAS, Section 4.4(a) of the Note currently provides for a beneficial ownership limitation of 9.99%;

WHEREAS, the Company and the Holder desire to amend the Note to (i) reduce such beneficial ownership limitation to 4.99%, and (ii) provide for the issuance of pre-funded warrants in lieu of Ordinary Shares to the extent required to comply with such limitation, including in connection with any mandatory conversion;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendment to Section 1.

Section 1 of the Note is hereby amended to add the following:

“Pre-Funded Warrant” means a warrant to purchase one Ordinary Share, substantially in the form attached hereto as Exhibit B, exercisable at any time, with a nominal exercise price, the payment of which is not intended to constitute additional consideration beyond the conversion of the Convertible Note.

2. Amendment to Section 4.1(c).

Section 4.1(c) of the Note is hereby deleted in its entirety and replaced with the following:

“(c) Mandatory Conversion. Notwithstanding anything to the contrary in this Note, on the date that is twenty-four (24) months following the Issuance Date, any then-outstanding Principal shall automatically convert, without any action required by the Holder, into Ordinary Shares in accordance with the conversion formula and Conversion Price set forth in Section 4.2 hereof; provided, however, that such mandatory conversion shall be subject to the limitation set forth in Section 4.4(a).

To the extent that the issuance of Ordinary Shares upon such mandatory conversion would, after giving effect thereto, result in the Holder beneficially owning in excess of the Beneficial Ownership Limitation, the Company shall (i) issue to the Holder the maximum number of Ordinary Shares permitted to be issued without exceeding the Beneficial Ownership Limitation, and (ii) in lieu of issuing Ordinary Shares in excess of the Beneficial Ownership Limitation, issue to the Holder Pre-Funded Warrants exercisable for an equal number of Ordinary Shares.

3. Amendment to Section 4.4(a).

Section 4.4(a) of the Note is hereby deleted in its entirety and replaced with the following:

“(a) Beneficial Ownership. The Holder shall not have the right to convert any portion of this Note to the extent that, after giving effect to such conversion, the Holder, together with any Affiliate thereof and any other Persons acting as a group together with the Holder, would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) in excess of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”).

The Holder shall have the authority and obligation to determine whether the restriction contained in this Section 4.4(a) will limit any particular conversion hereunder and, to the extent that the Holder determines that the Beneficial Ownership Limitation applies, the determination of which portion of the Principal amount of this Note is convertible shall be the responsibility and obligation of the Holder.

If the Holder has delivered a Notice of Conversion for a Principal amount of this Note that would, after giving effect to such conversion, result in beneficial ownership in excess of the Beneficial Ownership Limitation, the Company shall notify the Holder of such fact and shall issue such Holder (i) Ordinary Shares for the maximum Principal amount permitted to be issued pursuant to this Section 4.4(a) and (ii) in lieu of such Ordinary Shares, Pre-Funded Warrants exercisable for an equal number of Ordinary Shares in excess of the Beneficial Ownership Limitation with respect to any portion of the Principal amount tendered for conversion in excess of the Beneficial Ownership Limitation.”

4. Effect of Amendment.

Except as expressly amended hereby, the Note remains unchanged and in full force and effect and is hereby ratified and confirmed in all respects.

5. GOVERNING LAW.

This Amendment and the rights and obligations of the parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.

6. Counterparts; Electronic Signatures. 

This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Amendment by the Company, and acknowledgement and agreement by the Holder, by electronic signature shall be valid and binding.

[REMAINDER PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF ,the Company has caused this Amendment to be executed as of the date first written above, and the Holder has acknowledged and agreed to this Amendment as of such date.

COMPANY:
MARIS TECH LTD.
By:
Name:	Nir Bussy
Title:	Chief Financial Officer
By:
Name:	Israel Bar
Title:	Chief Executive Officer

Acknowledged and Agreed By:

HOLDER:

By:

Name:

Title:  

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FAQ

What did Maris-Tech (MTEK) change in its convertible notes?

Maris-Tech amended its convertible promissory notes so that any conversion is now subject to a reduced 4.99% beneficial ownership limitation, down from 9.99%, based on the company’s outstanding ordinary shares.

How much principal is covered by Maris-Tech’s amended convertible notes?

The amendments apply to previously issued convertible promissory notes with an aggregate principal amount of $2,000,000 held by two institutional investors.

What are the new pre-funded warrants mentioned by Maris-Tech?

If converting a note would push an investor above the 4.99% ownership cap, Maris-Tech will issue pre-funded warrants for ordinary shares instead of additional shares for the excess amount. These warrants are exercisable at a nominal price and follow the same ownership limits.

When do Maris-Tech’s convertible notes automatically convert under the amendment?

As amended, any outstanding principal under a note will automatically convert into ordinary shares 24 months after the note’s issuance date, subject to the 4.99% beneficial ownership limitation, with pre-funded warrants used where the cap would otherwise be exceeded.

What did Maris-Tech announce about its previously planned shareholder meeting?

Maris-Tech stated that it will not hold the previously announced shareholder meeting related to certain matters and will provide an update if and when it decides to convene a shareholder meeting in the future.

How is this 6-K related to Maris-Tech’s existing registration statements?

This report is incorporated by reference into Maris-Tech’s Registration Statements on Form S-8 (Nos. 333-262910 and 333-274826) and Form F-3 (No. 333-270330), becoming part of those filings unless later superseded.