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
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
On March 6, 2026, Maris-Tech
Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional
investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a registered direct offering, to the Purchaser (the “Offering”): (i) 882,825 ordinary shares, no par value per share, of the Company (the
“Ordinary Shares”), at an offering price of $1.24 per share; and (ii) pre-funded warrants to purchase up to 722,311 Ordinary
Shares (the “Pre-Funded Warrants”) at an offering price of $1.2399 per Pre-Funded Warrant.
The Pre-Funded Warrants
will be sold to the Purchaser, as the purchase of additional Ordinary Shares in the Offering would otherwise have resulted in the
Purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of the outstanding share
capital of the Company following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase one
Ordinary Share at an exercise price of $0.0001 per share. The Pre-Funded Warrants will be exercisable immediately and may be
exercised at any time until the Pre-Funded Warrants are exercised in full (subject to the beneficial ownership limitation described
above).
The
closing of the Offering is expected to occur on or about March 9, 2026, subject to the satisfaction or waiver of customary closing
conditions. The gross proceeds from the Offering are expected to be approximately $2.0 million before deducting offering expenses
payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate
purposes.
The Purchase Agreement contains
customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company, other obligations of the parties, and termination provisions.
The Ordinary Shares and
Pre-Funded Warrants were offered, and will be issued, by the Company pursuant to a shelf registration statement on Form F-3 (File
No. 333-270330) (the “Registration Statement”), previously filed and declared effective by the Securities and Exchange
Commission (the “Commission”) on March 16, 2023 and the base prospectus filed as part of the Registration Statement. A
prospectus supplement relating to the Offering will also be filed with the Commission.
The foregoing summaries
of the Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are subject to, and qualified in their
entirety by, the forms of such documents filed as Exhibits 10.1 and 4.1, respectively, hereto and incorporated by reference
herein. A copy of the press release related to the Offering titled “Maris-Tech Announces Pricing of $2.0 Million Registered Direct Offering” is furnished as Exhibit 99.1 hereto and is incorporated
by reference herein.
This
Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) shall not constitute an offer to sell any securities or a solicitation
of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Copies of the opinions of
Sullivan & Worcester Tel Aviv (Har-Even & Co.) and Sullivan & Worcester LLP relating to the legality of the issuance and sale
of the Ordinary Shares and the Pre-Funded Warrants, respectively, are filed as Exhibits 5.1 and 5.2 hereto, respectively.
This Report is incorporated
by reference into the Company’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 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.
Cautionary Note Regarding Forward-Looking Statements
This Report contains “forward-looking
statements” within the meaning of Section 27A of the Securities 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 expected closing of the Offering
and the expected use of proceeds from the Offering. 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
SEC on March 28, 2025, and its other filings with the SEC. 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.
| Exhibit No. |
|
|
| 4.1 |
|
Form of Pre-Funded Warrant. |
| 5.1 |
|
Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.) |
| 5.2 |
|
Opinion of Sullivan & Worcester LLP |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of March 6, 2026, by and between Maris-Tech Ltd. and the investor party thereto. |
| 23.1 |
|
Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in Exhibit 5.1). |
| 23.2 |
|
Consent of Sullivan & Worcester LLP (included in Exhibit 5.2). |
| 99.1 |
|
Press Release issued by Maris-Tech Ltd., dated March 6, 2026, titled “Maris-Tech Announces Pricing of $2.0 Million Registered Direct Offering.” |
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 6, 2026 |
By: |
/s/ Nir Bussy |
| |
|
Nir Bussy |
| |
|
Chief Financial Officer |
Exhibit 99.1
Maris-Tech Announces $2.0 Million Registered
Direct Offering
Rehovot, Israel, March 06, 2026 (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 securities purchase agreement
with an institutional investor for the purchase and sale of 1,605,136 ordinary shares (or pre-funded warrants to purchase ordinary shares
in lieu thereof) in a registered direct offering (the “Offering”), at a purchase price of $1.24 per ordinary share.
The closing of the Offering
is expected to occur on or about March 9, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds from the
Offering are expected to be approximately $2.0 million before deducting offering expenses payable by the Company. The Company intends
to use the net proceeds from the Offering for working capital and general corporate purposes.
The ordinary shares and
the pre-funded warrants in lieu thereof will be issued in a registered direct offering pursuant to an effective shelf registration statement
on Form F-3 (File No. 333-270330) previously filed with the U.S. Securities and Exchange Commission (the “SEC”), under the
Securities Act of 1933, as amended (the “Securities Act”), and declared effective by the SEC on March 16, 2023. A prospectus
supplement describing the terms of Offering will be filed with the SEC and once filed, will be available on the SEC’s website located
at http://www.sec.gov.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any
sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state or other jurisdiction.
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, homeland security (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 Securities Act of 1933,
as amended, 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 timing for closing of the Offering and the expected use of proceeds from the Offering. 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
