This marks the third repeat order from the defense industry customer for this solution, which enables armored fighting vehicle ("AFV") crews to detect and respond to dismounted threats Rehovot, Israel, June 10, 2024 (GLOBE NEWSWIRE) -- Maris-Tech Ltd. (Nasdaq: MTEK) ("Maris-Tech" or the "Company"), a B2B provider of edge computing artificial intelligence ("AI") accelerated video solutions for edge platforms, today announced that it has received a repeat order of approximately $957,000 for a customized solut ...

This marks the third repeat order from the defense industry customer for this solution, which enables armored fighting vehicle ("AFV") crews to detect and respond to dismounted threats The systems from the first and second orders are already operational, save lives, and are field-proven to the end customer's satisfaction. Rehovot, Israel, June 10, 2024 (GLOBE NEWSWIRE) -- Maris-Tech Ltd. (Nasdaq: MTEK) ("Maris-Tech" or the "Company"), a B2B provider of edge computing artificial intelligence ("AI") accelerat ...

The advanced video payload for drones will be based on Maris-Tech's Uranus technology 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 ...

Maris-Tech will provide Aero Sol with an advanced AI-based edge computing solution specially designed for drones, based on its Uranus technology. The product, Uranus-Drones, is a miniature, lightweight, low-power, and mechanically robust solution supporting 4K Ultra High Definition ("UHD") camera, enabling autopilot control and AI applications. The advanced video payload for drones will be based on Maris-Tech's Uranus technology Rehovot, Israel, June 03, 2024 (GLOBE NEWSWIRE) -- Maris-Tech Ltd. (Nasdaq: MTE ...

Annual Revenues of Approximately $4.0 million for the Year Ended December 31, 2023, Representing 60% Growth in Revenue Over 2022 REHOVOT, Israel, March 21, 2024 (GLOBE NEWSWIRE) -- Maris-Tech Ltd. (Nasdaq: MTEK, MTEKW) ("Maris-Tech" or the "Company"), a B2B provider of artificial intelligence ("AI") accelerated video solutions for edge platforms, today announced its financial results for the year ended December 31, 2023. Revenues for the year ended December 31, 2023, were approximately $4.0. million, an inc ...

FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR � ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ロ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ロ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 001-39957 Maris-Tech Ltd. (Exact name of registrant as specif ...

Financial Performance - Total revenues for the six months ended June 30, 2023, were $473,853, a decrease of 51% compared to $967,925 for the same period in 2022[10] - Gross loss for the six months ended June 30, 2023, was $170,627, compared to a gross profit of $316,776 for the same period in 2022[10] - Net loss for the six months ended June 30, 2023, was $2,264,027, slightly improved from a net loss of $2,273,700 in the same period of 2022[10] - Net cash used in operating activities for the six months ended June 30, 2023, was $2,250,995, an improvement from $2,949,778 in the same period of 2022[15] - The company anticipates continued net losses until its products achieve commercial profitability[31] Assets and Liabilities - Total current assets decreased to $9,654,670 as of June 30, 2023, from $12,253,858 as of December 31, 2022, representing a decline of approximately 21%[4] - Total liabilities decreased to $3,435,329 as of June 30, 2023, from $3,767,063 as of December 31, 2022, a reduction of about 9%[7] - Total shareholders' equity decreased to $7,301,787 as of June 30, 2023, from $9,596,853 as of December 31, 2022, a decline of approximately 24%[7] - The company had working capital of $7.9 million as of June 30, 2023, down from $10.4 million as of December 31, 2022[31] - As of June 30, 2023, the company had an accumulated deficit of $10.5 million, up from $8.2 million at the end of 2022[31] Cash and Equivalents - Cash and cash equivalents increased to $1,780,031 as of June 30, 2023, from $221,961 as of December 31, 2022, marking a significant increase of approximately 703%[4] - For the six months ended June 30, 2023, the company reported cash and cash equivalents of $1,780,031, a significant increase from $346,866 in the same period of 2022[18] Shareholder Information - The weighted average number of ordinary shares used in computing loss per ordinary share increased to 7,938,525 for the six months ended June 30, 2023, compared to 7,071,018 for the same period in 2022[10] - The weighted average shares for the calculation of basic and diluted net loss per share increased to 7,938,525 in 2023 from 7,071,018 in 2022[39] - The company repurchased 120,715 ordinary shares for a total amount of $119,133, representing approximately 1.5% of its issued and outstanding shares[43] Research and Development - Research and development expenses for the six months ended June 30, 2023, were $441,015, down from $650,404 in the same period of 2022, a decrease of about 32%[10] - The company received a grant approval of approximately $333,000 to support the development of an innovative system for nanosatellite platforms, covering 50% of the project's first-year budget[35] Strategic Moves - The company entered into a service agreement with Parazero Technologies Ltd. for $10,000 per month plus VAT, indicating a strategic move for business development services[46]

[Full Year 2022 Financial Results & Highlights](index=1&type=section&id=Full%20Year%202022%20Financial%20Results%20%26%20Highlights) Maris-Tech reported strong 2022 financial results, including significant revenue and backlog growth, driven by strategic initiatives and an IPO [Financial Performance Overview](index=1&type=section&id=Financial%20Performance%20Overview) Maris-Tech announced significant financial growth for the year ended December 31, 2022, with revenues increasing over 20% and backlog growing by over 215%, alongside a substantial increase in cash and cash equivalents Key Financial Metrics (Year Ended December 31) | Metric | 2022 ($) | 2021 ($) | Change (YoY) (%) | | :----------------------- | :----------- | :----------- | :----------- | | Revenues | $2,504,896 | $2,075,755 | +20.68% | | Cash & Cash Equivalents | $9,339,612 | $49,126 | +18909.9% | | Backlog (as of Jan 1) | $1,900,000 | $608,000 | +212.5% | - Backlog as of March 6, 2023, was approximately **$2,600,000**, with the majority expected to be delivered and recognized as revenue by the end of 2023[4](index=4&type=chunk) [CEO's Strategic Review](index=1&type=section&id=CEO's%20Strategic%20Review) CEO Israel Bar emphasized the 2022 IPO's **$17.8 million** proceeds, accelerating R&D and marketing, driving significant revenue and backlog growth, and a **$1 million** share repurchase plan - Completed Initial Public Offering (IPO) in February 2022, raising **$17.8 million** in gross proceeds to accelerate R&D and marketing efforts[5](index=5&type=chunk) - Achieved major milestones in 2022, including significant growth in revenue and backlog, attracting new top customers, and increasing revenue from repeat customers[7](index=7&type=chunk) - Announced a share repurchase plan to buy back up to **$1 million** of ordinary shares, reflecting confidence in the company's future[7](index=7&type=chunk) [Operational & Strategic Highlights](index=1&type=section&id=Operational%20%26%20Strategic%20Highlights) Maris-Tech achieved significant operational and strategic milestones in 2022 and early 2023, including securing major purchase orders, forging new collaborations, launching advanced products, expanding its management team, and enhancing global market presence [Revenue Growth & Customer Acquisition](index=1&type=section&id=Revenue%20Growth%20%26%20Customer%20Acquisition) The company strengthened its market position by securing substantial purchase orders from leading defense organizations and expanding its customer base to include a major U.S. surveillance manufacturer and a significant direct customer in Australia - Received an aggregate of **$1,900,000** in purchase orders from leading defense organizations in March, September, and December 2022 for advanced video recording and interrogation system technology[8](index=8&type=chunk) - Secured a **$300,000** purchase order from a top U.S. surveillance manufacturer in April 2022, marking its first major U.S. customer[8](index=8&type=chunk) - Announced its first significant direct customer in Australia in January 2023, receiving a purchase order for **$660,000**[8](index=8&type=chunk) [Strategic Collaborations & Partnerships](index=2&type=section&id=Strategic%20Collaborations%20%26%20Partnerships) Maris-Tech expanded its strategic alliances, notably partnering with SpaceIL for the 'Beresheet 2 Lunar Mission' and collaborating with Hailo Technologies to develop the Jupiter-AI platform, alongside strengthening its reseller network and securing R&D grants - Chosen by SpaceIL for the 'Beresheet 2 Lunar Mission' to develop a video recording, streaming, and image processing solution[10](index=10&type=chunk) - Collaborated with Hailo Technologies Ltd. to develop the Jupiter-AI platform, a high-end multiple-stream video platform with edge AI acceleration[10](index=10&type=chunk) - Received a joint grant with Ben Gurion University for the development of an advanced system for drone fault prediction[10](index=10&type=chunk) [Product Development & Innovation](index=2&type=section&id=Product%20Development%20%26%20Innovation) The company launched its flagship Jupiter-AI platform and initiated the development of the Uranus-AI, demonstrating continuous innovation in high-performance video solutions - Launched the flagship Jupiter-AI, a high-end multiple-stream video platform with edge AI acceleration, in July 2022[10](index=10&type=chunk) - Initiated the development of the Uranus-AI in January 2023, an up to 8K Ultra-HD video platform supporting multiple HD/Ultra-HD streams[10](index=10&type=chunk) [Corporate Development & Market Presence](index=2&type=section&id=Corporate%20Development%20%26%20Market%20Presence) Maris-Tech strengthened its leadership with the formation of an advisory board and key management appointments, while also significantly expanding its global awareness through participation in leading international tech and defense events - Formed an advisory board in February 2023, appointing Mr. Leslie G. Litwin and Mr. Nir Ben Moshe[10](index=10&type=chunk) - Appointed Mr. Avi Gilor as U.S. sales and marketing manager in March 2022 to lead product rollout in the United States[10](index=10&type=chunk) - Showcased Jupiter-AI at major global events including CES 2023, Commercial UAV Expo, and Eurosatory 2022, enhancing global awareness[10](index=10&type=chunk) [Capital Markets & Shareholder Initiatives](index=2&type=section&id=Capital%20Markets%20%26%20Shareholder%20Initiatives) The company completed its initial public offering in February 2022, securing significant capital, and later announced a share repurchase plan to enhance shareholder value - Completed initial public offering (IPO) in February 2022, receiving **$17.8 million** in gross proceeds[10](index=10&type=chunk) - Announced a share repurchase plan in June 2022, authorizing the repurchase of up to **$1 million** of ordinary shares[10](index=10&type=chunk) [Company Information](index=3&type=section&id=Company%20Information) This section provides an overview of Maris-Tech's business, its intelligent video transmission technology, and important legal disclaimers for investors [About Maris-Tech Ltd.](index=3&type=section&id=About%20Maris-Tech%20Ltd.) Maris-Tech is a B2B provider of intelligent video transmission technology, founded by Israeli tech veterans, specializing in high-performance, compact, low-power, and low-latency solutions for commercial and tactical applications, serving defense, HLS, and communication sectors globally - Maris-Tech is a B2B provider of intelligent video transmission technology, founded by veterans of the Israel technology sector[11](index=11&type=chunk) - Products are designed for commercial and tactical applications, delivering high-performance, compact, low power, and low latency solutions[11](index=11&type=chunk) - Serves leading electro-optical payload, RF datalink, and unmanned platform manufacturers, as well as defense, HLS, and communication companies worldwide[11](index=11&type=chunk) [Forward-Looking Statement Disclaimer](index=3&type=section&id=Forward-Looking%20Statement%20Disclaimer) This section provides a standard legal disclaimer regarding forward-looking statements, outlining that such statements are based on current beliefs and assumptions, subject to inherent uncertainties and risks, and may differ materially from actual results, advising against undue reliance and stating no obligation to update these statements - The press release contains forward-looking statements based on current beliefs, expectations, and assumptions, subject to inherent uncertainties, risks, and changes in circumstances[12](index=12&type=chunk) - Actual results and financial condition may differ materially from those indicated, and readers should not rely on these statements[12](index=12&type=chunk) - The company undertakes no obligation to publicly update any forward-looking statement[12](index=12&type=chunk) [Investor Relations](index=3&type=section&id=Investor%20Relations) This section provides contact information for investor relations inquiries - Investor Relations contact: Michal Efraty, Adi and Michal PR- IR, Israel, +972-72-2424022, ir@maris-tech.com[13](index=13&type=chunk) [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) This section presents Maris-Tech's detailed financial position and performance for 2022, including the balance sheet and statements of operations [Balance Sheet](index=4&type=section&id=Balance%20Sheet) As of December 31, 2022, Maris-Tech's balance sheet shows a significant increase in total assets, primarily driven by a substantial rise in cash and short-term bank deposits, with total liabilities decreasing, leading to a positive shift from a capital deficiency to positive shareholders' equity Maris-Tech Ltd. Balance Sheet (Amounts in U.S. dollars) | ASSETS | December 31, 2022 ($) | December 31, 2021 ($) | | :----------------------------------- | :---------------- | :---------------- | | Cash and cash equivalents | $221,961 | $785 | | Short-term bank deposits | $9,084,082 | - | | Trade receivables | $1,606,495 | $571,482 | | Other receivables | $359,591 | $2,873 | | Inventories | $981,729 | $391,484 | | **Total current assets** | **$12,253,858** | **$966,624** | | Restricted deposits | $33,569 | $48,341 | | Deferred issuance costs | - | $871,171 | | Property, plant and equipment, net | $283,790 | $16,511 | | Severance pay deposits | $156,723 | $136,620 | | Operating lease right-of-use assets | $635,976 | - | | **Total non-current assets** | **$1,110,058** | **$1,072,643** | | **Total Assets** | **$13,363,916** | **$2,039,267** | | **LIABILITIES AND EQUITY** | | | | Short-term bank credit and current maturities of long-term bank loans | - | $410,324 | | Trade payables | $1,083,345 | $463,653 | | Other current liabilities | $727,560 | $791,038 | | Short-term liabilities due to a shareholder and a related party | - | $296,459 | | **Total current liabilities** | **$1,810,905** | **$1,961,474** | | Long-term loans, net of current maturities | - | $744,769 | | Long-term loans from related party | $1,088,250 | $1,088,250 | | Warrants to purchase ordinary shares | - | $351,845 | | Non-current operating lease liabilities | $442,166 | - | | Accrued severance pay | $425,742 | $272,509 | | **Total long-term liabilities** | **$1,956,158** | **$2,457,373** | | **Total Liabilities** | **$3,767,063** | **$4,418,847** | | Additional paid-in capital | $17,789,380 | $2,124,601 | | Accumulated deficit | ($8,192,527) | ($4,504,181) | | **Total Shareholders' equity (capital deficiency)** | **$9,596,853** | **($2,379,580)** | | **Total Liabilities and equity (net of capital deficiency)** | **$13,363,916** | **$2,039,267** | - Total Assets increased significantly from **$2,039,267** in 2021 to **$13,363,916** in 2022, primarily due to a surge in cash and short-term bank deposits[15](index=15&type=chunk) - Total Liabilities decreased from **$4,418,847** in 2021 to **$3,767,063** in 2022, driven by reductions in short-term bank credit and long-term loans[15](index=15&type=chunk) - Shareholders' equity shifted from a deficit of **($2,379,580)** in 2021 to a positive **$9,596,853** in 2022, largely due to an increase in additional paid-in capital[15](index=15&type=chunk) [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) For the year ended December 31, 2022, Maris-Tech reported a **20.68%** increase in revenues to **$2.5 million**, but gross profit decreased, and a substantial rise in operating expenses, particularly general and administrative costs, led to a significant increase in net loss to **$3.69 million** Maris-Tech Ltd. Statements of Operations (U.S. dollars) | Metric | Year ended December 31, 2022 ($) | Year ended December 31, 2021 ($) | Year ended December 31, 2020 ($) | | :-------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenues | $2,504,896 | $2,075,755 | $987,883 | | Cost of revenues | $1,722,104 | $1,106,447 | $500,696 | | Gross profit | $782,792 | $969,308 | $487,187 | | Research and development, net | $1,021,869 | $706,021 | $781,417 | | Sales and marketing | $604,114 | $241,114 | $22,551 | | General and administrative | $2,840,660 | $595,074 | $74,169 | | **Total operating expenses** | **$4,466,643** | **$1,542,209** | **$878,138** | | Loss from operations | $3,683,851 | $572,901 | $390,951 | | Financial expenses, net | $4,495 | $251,323 | $249,392 | | **Net loss** | **$3,688,346** | **$824,224** | **$640,343** | | Basic and diluted net loss attributable to shareholders per ordinary share | $0.49 | $0.24 | $0.26 | | Weighted average number of ordinary shares used in computing loss per ordinary share | 7,528,038 (Shares) | 3,464,470 (Shares) | 2,483,988 (Shares) | - Revenues increased by **20.68%** to **$2,504,896** in 2022 from **$2,075,755** in 2021[17](index=17&type=chunk) - Gross profit decreased by **19.24%** to **$782,792** in 2022 from **$969,308** in 2021, despite revenue growth[17](index=17&type=chunk) - Net loss significantly widened to **$3,688,346** in 2022, compared to **$824,224** in 2021, primarily due to a substantial increase in total operating expenses, particularly general and administrative costs[17](index=17&type=chunk)

Part I [Key Information](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION.) This section outlines significant risks including a history of operating losses, reliance on backlog, competition, and identified material weaknesses in internal financial controls [Risk Factors](index=9&type=section&id=D.%20Risk%20Factors.) The company faces substantial risks across business, operations, and financial condition, including supply chain impacts, economic uncertainty, a history of net losses, and identified material weaknesses in internal financial controls - The company has a history of operating at a loss since its inception[50](index=50&type=chunk) Net Loss History (2020-2022) | Fiscal Year | Net Loss (USD) | | :--- | :--- | | 2022 | $3,688,346 | | 2021 | $824,224 | | 2020 | $640,343 | - The company's order backlog was approximately **$1.9 million** as of January 1, 2023, increasing to approximately **$2.6 million** by March 6, 2023, though not a guaranteed indicator of future revenues[53](index=53&type=chunk) - Material weaknesses in internal control over financial reporting were identified as of December 31, 2022, relating to insufficient personnel with U.S. GAAP and SEC reporting expertise and inadequate segregation of duties[93](index=93&type=chunk) - As of December 31, 2022, principal shareholders, officers, and directors beneficially owned approximately **40.87%** of outstanding Ordinary Shares, granting them significant control over shareholder matters[117](index=117&type=chunk) - The company received a Nasdaq non-compliance notice for minimum bid price on January 17, 2023, but regained compliance on March 3, 2023[122](index=122&type=chunk) [Information on the Company](index=35&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY.) This section details Maris-Tech's history, B2B intelligent video transmission technology business, organizational structure, and leased property [History and Development of the Company](index=35&type=section&id=A.%20History%20and%20Development%20of%20the%20Company.) Maris-Tech Ltd., incorporated in Israel in 2008, closed its Nasdaq IPO in February 2022, raising approximately **$17.8 million** in gross proceeds and significantly increasing capital expenditures in 2022 - The company closed its IPO on February 4, 2022, issuing **4,244,048** Ordinary Shares and warrants, raising aggregate gross proceeds of approximately **$17.8 million**[172](index=172&type=chunk) Capital Expenditures | Year Ended Dec 31 | Capital Expenditures (USD) | | :--- | :--- | | 2022 | $284,490 | | 2021 | $7,567 | [Business Overview](index=37&type=section&id=B.%20Business%20Overview.) Maris-Tech is a B2B provider of miniature, AI-accelerated video and audio surveillance systems, strategically expanding into the U.S. and Asia-Pacific markets with continuous R&D investment and recent significant purchase orders - The company's strategic objective is to become a global market leader in video streaming and AI-accelerated edge computing systems, with a focus on penetrating the U.S. and Asia-Pacific markets[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk) - The company's intellectual property strategy relies on a combination of proprietary know-how, one pending patent application for enhanced forward error correction, and three Israeli trademarks[197](index=197&type=chunk)[200](index=200&type=chunk)[204](index=204&type=chunk) - The company is developing new product families, including the Jupiter series (expected release in Q3 2023) and the Uranus-AI platform (expected launch in Q4 2023), which will support up to **8K** video with advanced AI acceleration[216](index=216&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk) - The company received its largest purchase order to date in December 2022 for **$1.1 million** for a derivative of its new Jade product, based on the Jupiter AI platform[240](index=240&type=chunk) - In January 2023, the company received a **$660,000** purchase order from a new customer in Australia for its Onyx product, also based on the Jupiter AI platform[241](index=241&type=chunk) [Organizational Structure](index=55&type=section&id=C.%20Organizational%20Structure.) As of the report date, Maris-Tech Ltd. operates without any subsidiaries or affiliated companies - The company currently has no subsidiaries or affiliated companies[247](index=247&type=chunk) [Property, Plants and Equipment](index=55&type=section&id=D.%20Property,%20Plants%20and%20Equipment.) The company's main operations are conducted from a leased **566 square meter** office space in Rehovot, Israel, considered sufficient for foreseeable needs - The company leases **566 square meters** of office space in Rehovot, Israel, under a lease that expires in November 2024 with a three-year extension option[248](index=248&type=chunk) [Operating and Financial Review and Prospects](index=55&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS.) This section analyzes the company's financial performance, highlighting a **21%** revenue increase to **$2.5 million** in 2022, a widened net loss of **$3.7 million**, and significantly improved liquidity post-IPO [Operating Results](index=56&type=section&id=A.%20Operating%20Results.) For the year ended December 31, 2022, revenues increased **21%** to **$2.5 million**, but gross profit declined **19%** and operating expenses surged, resulting in a net loss of **$3.7 million** Results of Operations (2022 vs. 2021) | Metric | 2022 (USD) | 2021 (USD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $2,504,896 | $2,075,755 | 21% | | Gross Profit | $782,792 | $969,308 | -19% | | Loss from Operations | $(3,683,851) | $(572,901) | 543% | | Net Loss | $(3,688,346) | $(824,224) | 347% | - The **21%** increase in revenue in 2022 was primarily due to increased sales to existing and new customers in the UK and US[259](index=259&type=chunk) - The decrease in gross profit was attributed to a higher proportion of sales to a UK distributor with lower margins and an increase in the cost of critical components[261](index=261&type=chunk) - The **377%** increase in General and Administrative expenses was mainly due to costs associated with the IPO and listing on Nasdaq, as well as recruitment of senior personnel[264](index=264&type=chunk) [Liquidity and Capital Resources](index=59&type=section&id=B.%20Liquidity%20and%20Capital%20Resources.) The company's liquidity substantially improved in 2022 due to its IPO, resulting in **$9.3 million** in cash and short-term deposits and a working capital of **$10.4 million**, with management expecting sufficient funds for the next twelve months Cash and Liquidity Position (as of Dec 31) | Metric | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | Cash and cash equivalents | $255,530 | $49,126 | | Short-term bank deposits | $9,084,082 | $0 | | Working Capital | $10,442,953 | $(994,850) | Summary of Cash Flows (Year Ended Dec 31) | Cash Flow Activity | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | $(4,857,027) | $(875,002) | | Net cash used in investing activities | $(9,304,593) | $(29,424) | | Net cash provided by financing activities | $14,368,024 | $899,181 | - The company repaid approximately **$1.4 million** in liabilities to banks and a shareholder in February and May 2022, releasing related personal guarantees and collateral[292](index=292&type=chunk) [Research and Development](index=62&type=section&id=C.%20Research%20and%20development,%20patents%20and%20licenses,%20etc.) The company is obligated to pay royalties on sales of products developed with Israeli Innovation Authority grants, totaling approximately **$396,575** as of December 2022, and received a new joint grant for AI/ML development in August 2022 - The company has a contingent liability to pay royalties on sales of products developed with IIA grants, with the total amount of such grants received as of Dec 31, 2022, being approximately **$396,575**[295](index=295&type=chunk) [Directors, Senior Management and Employees](index=64&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES.) This section details the company's leadership, compensation practices, five-member board with a staggered structure, and employee base of **12** individuals plus **3** contractors as of March 2023 [Compensation](index=67&type=section&id=B.%20Compensation.) For fiscal year 2022, the total aggregate compensation for all directors and senior management was approximately **$1.8 million**, with the five most highly compensated officers receiving **$1.34 million** Aggregate Compensation for Directors and Senior Management (FY 2022) | Compensation Type | Amount (USD) | | :--- | :--- | | Salary, bonuses and Related Benefits | $1,374,028 | | Pension, Retirement and Other Similar Benefits | $356,043 | | Share Based Compensation | $56,979 | | **Total** | **$1,787,050** | Compensation of 5 Most Highly Compensated Officers (FY 2022) | Executive Officer | Total Compensation (USD) | | :--- | :--- | | Israel Bar (CEO) | $352,315 | | Magenya Roshanski (CTO) | $344,642 | | Carmela Bastiker (COO) | $318,183 | | Nir Bussy (CFO) | $208,700 | | Joseph Weiss (Former Chairman) | $177,142 | [Board Practices](index=70&type=section&id=C.%20Board%20Practices.) The five-member board, with a staggered three-class structure, follows Israeli corporate governance practices in lieu of certain Nasdaq rules, and maintains an audit and compensation committee - The company has elected to follow Israeli corporate governance practices in lieu of certain Nasdaq Listing Rules, including those related to director nominations, officer compensation approval, and shareholder approval for equity compensation plans[335](index=335&type=chunk)[569](index=569&type=chunk) - The board is divided into three classes with staggered three-year terms[337](index=337&type=chunk) - The company has a 2021 Share Option Plan with a pool of **308,500** Ordinary Shares, with **213,301** options granted and unexercised and **74,200** shares remaining available for future grants as of March 6, 2023[400](index=400&type=chunk) [Employees](index=85&type=section&id=D.%20Employees.) As of March 6, 2023, Maris-Tech employed **11** full-time and one part-time employee, along with **3** regular service providers, none of whom are unionized - As of March 6, 2023, the company has **11** full-time employees, **1** part-time employee, and **3** regular service providers[410](index=410&type=chunk) - None of the company's employees are members of a union[411](index=411&type=chunk) [Major Shareholders and Related Party Transactions](index=86&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS.) This section details the company's ownership structure, with CEO Israel Bar and Director Joseph Gottlieb as principal shareholders, and outlines significant related party transactions including formalized loans from these individuals [Major Shareholders](index=86&type=section&id=A.%20Major%20Shareholders.) As of March 6, 2023, CEO Israel Bar and Director Joseph Gottlieb are the principal shareholders, beneficially owning **18.42%** and **6.36%** respectively, with all directors and executive officers collectively owning **24.8%** Beneficial Ownership (as of March 6, 2023) | Holder | Percentage Owned | | :--- | :--- | | Israel Bar (CEO, Director) | 18.42% | | Joseph Gottlieb (Director) | 6.36% | | All directors and executive officers as a group (9 persons) | 24.8% | [Related Party Transactions](index=87&type=section&id=B.%20Related%20Party%20Transactions.) Key related party transactions include approximately **$1.09 million** in loans from CEO Israel Bar and Director Joseph Gottlieb, scheduled for repayment starting February 2024, and stock option grants to directors and officers - CEO Israel Bar and Director Joseph Gottlieb provided loans to the company, with an outstanding amount of approximately **$1.09 million** (NIS **3,480,305.88**) due to be repaid in **24** equal monthly payments commencing on February 4, 2024[431](index=431&type=chunk)[432](index=432&type=chunk)[433](index=433&type=chunk) - The company has granted stock options to directors and executive officers as part of their compensation, with vesting schedules tied to continued service[426](index=426&type=chunk)[427](index=427&type=chunk)[428](index=428&type=chunk) - The company purchased electronic components from Colint Ltd., a company owned by director Joseph Gottlieb, in an aggregate amount of **$267,551** over the last five years, with all liabilities repaid as of March 6, 2023[434](index=434&type=chunk) [Financial Information](index=89&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION.) The report includes consolidated financial statements, confirms no material legal proceedings during the period, and states the company has never paid cash dividends nor intends to in the foreseeable future - The company has never declared or paid cash dividends and does not intend to do so in the foreseeable future, retaining earnings to finance operations[437](index=437&type=chunk) - The company was not subject to any material legal proceedings during the period covered by the financial statements[436](index=436&type=chunk) [The Offer and Listing](index=90&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING.) The company's Ordinary Shares and Warrants commenced trading on Nasdaq Capital Market on February 2, 2022, and the company regained compliance with Nasdaq's minimum bid price requirement on March 3, 2023 - The company's Ordinary Shares and Warrants are listed on the Nasdaq Capital Market under the symbols "MTEK" and "MTEKW" since February 2, 2022[441](index=441&type=chunk) - The company received a notice of non-compliance with Nasdaq's minimum bid price rule on January 17, 2023, but regained compliance on March 3, 2023[442](index=442&type=chunk) [Additional Information](index=91&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION.) This section covers material contracts, exchange controls, and taxation, including the March 2021 SPA, IPO advisory agreements, a loan facility agreement, and Israeli and U.S. tax considerations including PFIC risk [Material Contracts](index=91&type=section&id=C.%20Material%20Contracts.) Key material contracts include the March 2021 Share Purchase Agreement, an Advisory Services Agreement for the IPO, and a Loan Facility Agreement formalizing loans from principal shareholders - The March 2021 SPA resulted in aggregate gross proceeds of **$1.5 million** from the issuance of **489,812** Preferred Shares and associated warrants[450](index=450&type=chunk) - A Loan Facility Agreement was established with CEO Israel Bar and Director Joseph Gottlieb, formalizing outstanding loans with repayment to commence two years after the IPO[451](index=451&type=chunk) [Taxation](index=94&type=section&id=E.%20Taxation.) This subsection details Israeli corporate tax rates, potential reduced rates for 'Preferred Technological Enterprises', and U.S. federal income tax considerations for shareholders, including the risk of PFIC classification - The general corporate tax rate for Israeli companies is **23%**[458](index=458&type=chunk) - The company may be eligible for reduced tax rates under Israel's Law for the Encouragement of Capital Investments as a 'Preferred Technological Enterprise', potentially lowering the rate to **12%** or **7.5%**[484](index=484&type=chunk) - There is a risk the company could be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which would result in adverse tax consequences for U.S. Holders, though the company does not expect to be a PFIC for 2022 but makes no assurances for the future[152](index=152&type=chunk)[507](index=507&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=105&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) The company's primary market risks are foreign currency exchange rate fluctuations, particularly USD/NIS volatility, and interest rate changes, with no current hedging instruments in place - The company's main market risk is foreign currency exposure, as most revenues are in USD while a majority of expenses are in NIS[530](index=530&type=chunk) - The annual rate of inflation in Israel was **5.3%** in 2022 and **2.8%** in 2021[534](index=534&type=chunk) - The company does not currently hedge its foreign currency exchange risk[532](index=532&type=chunk) Part II [Use of Proceeds](index=107&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS.) The net proceeds from the company's IPO are allocated for research and development, marketing and sales with a U.S. market focus, loan repayment, and general corporate purposes - The company plans to use the net proceeds from its IPO as follows: - Approximately **$4.0 million** for research and development - Approximately **$4.0 million** for marketing and sales, focusing on the U.S. market - Approximately **$1.2 million** for repayment of outstanding loans - The remainder for working capital and general corporate purposes[548](index=548&type=chunk)[552](index=552&type=chunk) [Controls and Procedures](index=107&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES.) As of December 31, 2022, management concluded that internal control over financial reporting was ineffective due to insufficient financial reporting personnel and inadequate segregation of duties, with remediation efforts underway - Management concluded that as of December 31, 2022, the company's internal control over financial reporting was not effective[549](index=549&type=chunk) - Material weaknesses were identified related to: 1. An insufficient number of financial reporting personnel with appropriate knowledge and training in U.S. GAAP and SEC rules 2. Inadequate segregation of duties consistent with control objectives[549](index=549&type=chunk)[93](index=93&type=chunk) - Remediation efforts include hiring a CFO with U.S. GAAP and SEC experience and developing an accounting policy manual[551](index=551&type=chunk)[553](index=553&type=chunk) [Corporate Governance and Other Disclosures](index=109&type=section&id=ITEM%2016.%20Corporate%20Governance%20and%20Other%20Disclosures) This section covers the audit committee financial expert, Code of Business Conduct, principal accountant fees totaling **$179,440** in 2022, a **$1 million** share repurchase plan, and the company's adherence to Israeli governance practices [Principal Accountant Fees and Services](index=109&type=section&id=ITEM%2016C.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES.) Total fees paid to Kesselman & Kesselman, the principal independent registered public accounting firm, were **$179,440** in 2022, primarily for audit services Accountant Fees (USD) | Fee Category | 2022 | 2021 | | :--- | :--- | :--- | | Audit fees | $150,000 | $369,000 | | Audit-related fees | $0 | $0 | | Tax fees | $0 | $0 | | All other fees | $29,440 | $3,750 | | **Total** | **$179,440** | **$372,750** | [Purchases of Equity Securities](index=111&type=section&id=ITEM%2016E.%20PURCHASES%20OF%20EQUITY%20SECURITIES%20BY%20THE%20ISSUER%20AND%20AFFILIATED%20PURCHASERS.) In June 2022, the board authorized a **$1 million** share repurchase plan, though no shares have been repurchased as of March 6, 2023 - In June 2022, the Board of Directors authorized a share repurchase plan of up to **$1,000,000**[566](index=566&type=chunk) - As of March 6, 2023, no shares have been repurchased under the plan[566](index=566&type=chunk) Financial Statements [Balance Sheets](index=120&type=section&id=Balance%20Sheets) The balance sheet as of December 31, 2022, shows significant improvement in financial position post-IPO, with total assets increasing to **$13.4 million** and shareholders' equity shifting to a positive **$9.6 million** Key Balance Sheet Figures (as of Dec 31) | Metric | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | **Total Current Assets** | $12,253,858 | $966,624 | | **Total Assets** | $13,363,916 | $2,039,267 | | **Total Current Liabilities** | $1,810,905 | $1,961,474 | | **Total Liabilities** | $3,767,063 | $4,418,847 | | **Total Shareholders' Equity** | $9,596,853 | $(2,379,580) | [Statements of Operations](index=122&type=section&id=Statements%20of%20Operations) For the year ended December 31, 2022, revenues increased to **$2.5 million**, but a significant rise in cost of revenues and operating expenses led to a widened net loss of **$3.7 million** Statement of Operations Highlights (Year Ended Dec 31) | Metric | 2022 (USD) | 2021 (USD) | 2020 (USD) | | :--- | :--- | :--- | :--- | | Revenues | 2,504,896 | 2,075,755 | 987,883 | | Gross profit | 782,792 | 969,308 | 487,187 | | Total operating expenses | 4,466,643 | 1,542,209 | 878,138 | | Loss from operations | (3,683,851) | (572,901) | (390,951) | | Net loss | (3,688,346) | (824,224) | (640,343) | | Basic and diluted net loss per share | (0.49) | (0.24) | (0.26) | [Statements of Cash Flows](index=124&type=section&id=Statements%20of%20Cash%20Flows) For the year ended December 31, 2022, net cash used in operating activities increased to **$4.9 million**, while net cash provided by financing activities was **$14.4 million**, primarily from the IPO Cash Flow Summary (Year Ended Dec 31) | Cash Flow Activity | 2022 (USD) | 2021 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | (4,857,027) | (875,002) | | Net cash used in investing activities | (9,304,593) | (29,424) | | Net cash provided by financing activities | 14,368,024 | 899,180 | | Net increase (decrease) in cash | 206,404 | (5,245) | [Notes to the Financial Statements](index=126&type=section&id=Notes%20to%20the%20Financial%20Statements) These notes explain accounting policies, including revenue recognition, detail the post-IPO liquidity increase, revenue composition, warrant and stock option terms, income tax details, and related party transactions [Note 10 - Revenues](index=140&type=section&id=Note%2010%20-%20Revenues) The company's revenue is disaggregated into sales of products and NRE/POC contracts, with Israel and the United Kingdom being the largest geographical markets in 2022 Revenues by Geographical Area (2022) | Region | Revenue (USD) | % of Total | | :--- | :--- | :--- | | Israel | $1,311,524 | 52.4% | | United Kingdom | $836,443 | 33.4% | | USA | $301,990 | 12.1% | | Rest of the world | $54,980 | 2.2% | - In 2022, the top customer (Customer A) accounted for **33.4%** of total revenues[716](index=716&type=chunk) [Note 12 – Equity](index=142&type=section&id=Note%2012%20%E2%80%93%20Equity) This note details equity changes, dominated by the February 2022 IPO which generated **$15.1 million** in net proceeds and involved the conversion of Preferred Shares and issuance of warrants - The February 2022 IPO generated gross proceeds of approximately **$17.8 million** and net proceeds of **$15.1 million** after deducting underwriting discounts and other offering costs[720](index=720&type=chunk) - In connection with the IPO, **489,812** Preferred Shares were converted into Ordinary Shares, and warrants were issued to underwriters and advisors[721](index=721&type=chunk) [Note 15 - Income Taxes](index=148&type=section&id=Note%2015%20-%20Income%20Taxes) The standard Israeli corporate tax rate is **23%**, and the company has recorded a full valuation allowance against its **$5.2 million** in net operating loss carry-forwards due to realization uncertainty - As of December 31, 2022, the company had operating loss carry-forwards of approximately **$5.2 million**, which can be carried forward indefinitely to offset future taxable income in Israel[752](index=752&type=chunk) - A full valuation allowance of **$1,907,486** has been recorded against the company's deferred tax assets due to the uncertainty of their realization[752](index=752&type=chunk)

FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 001-39957 Maris-Tech Ltd. (Exact name of registrant as spec ...