$100,000,000
Maris-Tech Ltd.
Ordinary Shares
Warrants to purchase Ordinary Shares
Units
We may offer and sell from time to time in one or more offerings up to the aggregate amount of $100,000,000 of our ordinary shares, no par value per share, or the Ordinary Shares, warrants to purchase Ordinary Shares or units comprising a combination of Ordinary Shares and warrants. We refer to the Ordinary Shares, the warrants, the units and the Ordinary Shares issued or issuable upon exercise of the warrants, collectively, as the securities. Each time we sell securities pursuant to this prospectus, we will provide in a supplement to this prospectus the price and any other material terms of any such offering. We may also authorize one or more free writing prospectuses to be provided to you in connection with each offering. Any prospectus supplement and related free writing prospectuses may also add, update or change information contained in the prospectus. You should read this prospectus, any applicable prospectus supplement and related free writing prospectuses, as well as the documents incorporated by reference or deemed incorporated by reference into this prospectus, carefully before you invest in the securities.
Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol "MTEK". Warrants to purchase Ordinary Shares issued as part of our initial public offering, or the IPO Warrants, are also listed on Nasdaq under the symbol "METKW". On March 12, 2026, the last reported sale price of our Ordinary Shares and IPO Warrants on Nasdaq was $1.55 per share and $0.191 per warrant, respectively.
On March 12, 2026, the aggregate market value of our Ordinary Shares held by non-affiliates was approximately $10,063,980, based on 8,976,315 Ordinary Shares outstanding and 6,492,890 shares held by non-affiliates and a per share price of $1.55 based on the closing sale price of our Ordinary Shares on March 12, 2026. We have not offered any securities pursuant to General Instruction I.B.5 on Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are subject to reduced public company reporting requirements.
Investing in the securities involves a high degree of risk. Risks associated with an investment in the securities will be described in any applicable prospectus supplement and are and will be described in certain of our filings with the Securities and Exchange Commission, or SEC, as described in "Risk Factors" beginning on page 3.
The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, or through a combination of such methods, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled "Plan of Distribution" in this prospectus. If any agents or underwriters are involved in the sale of the securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of the securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
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