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 May 2026 (Report No. 5)
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 May 22, 2026, Maris-Tech Ltd. (the “Registrant”)
issued a press release (the “Press Release”) titled “Maris-Tech Announces Receipt of Nasdaq Notification of Minimum
Stockholders’ Equity Non-Compliance,” a copy of which is furnished as Exhibit 99.1 with this Report of Foreign Private Issuer
on Form 6-K (this “Report”).
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
Statements on Form F-3 (Registration No. 333-270330
and No. 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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded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.
| Exhibit No. |
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| 99.1 |
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Press release dated May 22, 2026, titled “Maris-Tech Announces Receipt of Nasdaq Notification of Minimum Stockholders’ Equity Non-Compliance.” |
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.
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Maris-Tech Ltd. |
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| Date: May 22, 2026 |
By: |
/s/ Nir Bussy |
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Nir Bussy |
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Chief Financial Officer |
2
Exhibit 99.1
Maris-Tech Announces Receipt of Nasdaq Notification
of Minimum Stockholders’ Equity Non-Compliance
Rehovot, Israel, May 22, 2026 (GLOBE NEWSWIRE) -- Maris-Tech
Ltd. (Nasdaq: MTEK, MTEKW) (“Maris-Tech” or the “Company”), a global leader in artificial intelligence (“AI”)-powered
video intelligence technology, today announced that it has received a written notification (the "Notification Letter") from
the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is no longer in compliance
with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market, listing Rule 5550(b)(1), due to
its failure to maintain a minimum of $2,500,000 in stockholders' equity. In the Company's Annual Report on Form 20-F for the year ended
December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2026, the Company reported stockholders'
equity of approximately $601,583 as of December 31, 2025.
In accordance with Nasdaq rules, the Company has
45 calendar days, or until July 6, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant an extension
of up to 180 calendar days from the date of the letter to evidence compliance. The Notification Letter has no immediate effect on the
Company’s listing on the Nasdaq Capital Market, and during the grace period, as may be extended, the Company’s ordinary shares
and warrants will continue to trade on Nasdaq under the symbol “MTEK” and “MTEKW”, respectively.
The Company intends to submit a compliance plan
to Nasdaq and believes that, among other actions, the proceeds received pursuant to the Company’s Sales Agreement with A.G.P./Alliance
Global Partners and the Company’s registered direct offering in March 2026 may assist the Company in regaining compliance with Nasdaq’s
stockholders’ equity requirement. However, there can be no assurance that Nasdaq will accept the Company’s compliance plan
or that the Company will ultimately regain compliance.
About Maris-Tech Ltd.
Maris-Tech delivers AI-powered edge video solutions
for mission-critical defense and security operations, enabling real-time situational awareness, intelligence gathering, and surveillance
in bandwidth- and latency-constrained environments. Trusted by leading security organizations, Maris-Tech platforms are deployed across
UAVs, UGVs, armored vehicles, and dismounted soldier systems, supporting missions that require ultra-low-latency video processing and
onboard AI analytics. From intelligence collection in extreme conditions to AI-driven surveillance and terrain dominance, Maris-Tech masters
the AI video pipeline at the edge through best-in-class SWaP-optimized, ruggedized computing solutions.
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 regaining compliance with Nasdaq’s
continued listing requirements and the timing and effect thereof. The Company’s actual results and financial condition may differ
materially from those indicated in the forward-looking statements. 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: the Company’s 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
in establishing and maintaining collaborative and 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, 2025, filed with the SEC on May 15, 2026, 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
