UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549s

 

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 September 2023 (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 

 

This Report of Foreign Private Issuer on Form 6-K consists of Maris-Tech Ltd.’s (the “Registrant”): (i) Unaudited Condensed Interim Financial Statements as of June 30, 2023, which is attached hereto as Exhibit 99.1; and (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2023, which is attached hereto as Exhibit 99.2.

 

This Report of Foreign Private Issuer on Form 6-K, including its exhibits, is incorporated by reference into the Registrant’s registration statement on Form S-8 (Registration No. 333-262910) and Registration Statement on Form F-3 (Registration No. 333-270330), 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and Exchange Commission to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 INDEX

 

Exhibit No.    
99.1   Maris-Tech’s Unaudited Condensed Interim Financial Statements as of June 30, 2023.
99.2   Maris-Tech Ltd’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2023.
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

  

1

 

 

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: September 29, 2023 By: /s/ Israel Bar
    Israel Bar
    Chief Executive Officer

 

 

2

 

 

Exhibit 99.1

 

 

 

 

Maris-Tech Ltd.

 

Condensed Financial Statements

As of and for the six months

ended June 30, 2023

(Unaudited)  

 

 

 

 

 

 

Maris-Tech Ltd.

 

Condensed Financial Statements as of and for the six months ended June 30, 2023 (Unaudited)

 

 

Table of contents

 

  Page
   
Condensed Balance Sheets (unaudited) F-2
   
Condensed Statements of Operations (unaudited) F-4
 
Condensed Statements of Changes in Shareholders’ Equity (unaudited) F-5
   
Condensed Statements of Cash Flows (unaudited) F-6
   
Notes to Condensed Financial Statements (unaudited) F-8

 

F-1

 

 

Maris-Tech Ltd.

Condensed Balance Sheets

U.S. dollars

(Unaudited)

 

   June 30,
2023		   December 31,
2022		 
Assets        
         
Current assets        
Cash and cash equivalents  $1,780,031   $221,961 
Short-term deposits   5,081,331    9,084,082 
Trade receivables, net    750,686    1,606,495 
Other receivables   656,886    359,591 
Inventories   1,385,736    981,729 
           

Total current assets

  $9,654,670   $12,253,858 
           
Non-current assets          
Restricted deposits  $31,927   $33,569 
Property, plant and equipment, net   327,850    283,790 
Severance pay deposits   152,237    156,723 
Operating lease right-of-use assets   570,432    635,976 
           

Total non-current assets

  $1,082,446   $1,110,058 
           
Total assets  $10,737,116   $13,363,916 

 

The accompanying notes are an integral part of the condensed interim financial statements.

 

F-2

 

 

Maris-Tech Ltd.

Condensed Balance Sheets

U.S. dollars

(Unaudited)

 

   June 30,
2023		   December 31,
2022		 
Liabilities and equity        
         
Current liabilities        
Trade payables  $675,586   $1,083,345 
Current maturities of long-term loans from related party   226,719    - 
Other current liabilities   897,597    727,560 
Total current liabilities  $1,799,902   $1,810,905 
           
Long-term liabilities          
Long-term loans from related party, net of current maturities  $861,531   $1,088,250 
Non-current operating lease liabilities   368,021    442,166 
Accrued severance pay   405,875    425,742 
Total long-term liabilities  $1,635,427   $1,956,158 
           
Total liabilities  $3,435,329   $3,767,063 
           
Commitments and contingencies   
 
    
 
 
           
Equity          
Shareholders’ equity (capital deficiency)          
Ordinary shares, no par value per share: authorized - 100,000,000 as of June 30, 2023 and December 31, 2022; issued and outstanding: 7,878,501 and 7,999,216 shares as of June 30, 2023 and December 31, 2022, respectively.   
-
    
-
 
Treasury stock 120,715 shares as of June 30, 2023.    (119,536)   
-
 
Additional paid-in capital   17,877,877    17,789,380 
Accumulated deficit   (10,456,554)   (8,192,527)
           
Total shareholders’ equity   7,301,787    9,596,853 
           
Total liabilities and equity  $10,737,116   $13,363,916 

 

The accompanying notes are an integral part of the condensed financial statements.

 

F-3

 

 

Maris-Tech Ltd.

Condensed Statements of Operations

U.S. dollars

(Unaudited)

 

   Six months ended 
   June 30,
2023		   June 30,
2022		 
Revenues   $473,853   $967,925 
           
Cost of revenues   644,480    651,149 
           
Gross profit (loss)   (170,627)   316,776 
Operating expenses          
Research and development, net   441,015    650,404 
Sales and marketing   317,729    454,208 
General and administrative   1,496,137    1,502,406 
Total operating expenses   2,254,881    2,607,018 
           
Loss from operations   (2,425,508)   (2,290,242)
Financial income, net   161,481    16,542 
           
Net loss  $(2,264,027)  $(2,273,700)
Basic and diluted net loss attributable to shareholders per ordinary share
  $(0.29)  $(0.32)
Weighted average number of ordinary shares used in computing loss per ordinary share   7,938,525    7,071,018 

 

The accompanying notes are an integral part of the condensed financial statements.

 

F-4

 

 

Maris-Tech Ltd.

Condensed Statements of Changes in Shareholders’ Equity (Capital Deficiency)

U.S. dollars

(Unaudited)

 

   Number of
Shares
issued		   Number of
Preferred
Shares
issued		   Treasury
stock		   Share
capital		   Additional
paid in
capital		   Treasury
stock		   Accumulated
deficit		   Total
shareholders’
capital
deficiency		 
Balance at January 1, 2023   7,999,216    
-
    *    *   $17,789,380    -   $(8,192,527)  $9,596,853 
Changes during the six months period ended June 30, 2023:                                        
Share-based compensation                       88,497              88,497 
Repurchase of treasury stock             (120,715)            $(119,536)        (119,536)
Net loss                               $(2,264,027)  $(2,264,027)
Balance at June 30, 2023   7,999,216         (120,715)   
*
   $17,877,877   $(119,536)  $(10,456,554)  $7,301,787 
                                         
Balance at January 1, 2022   3,085,000    489,812    
 
    *   $2,124,601    -   $(4,504,181)  $(2,379,580)
Changes during the six months period ended June 30, 2022:                                        
Issuance of ordinary shares and warrants upon initial public offering (“IPO”), net of issuance costs   4,244,048    
-
    
 
    
-
    15,176,584         -    15,176,584 
Conversion of preferred shares into ordinary shares   489,812    (489,812)   
 
    
-
    
-
    
-
    -    - 
Reclassification of warrants to purchase ordinary shares from liability to equity   -    -    
 
    
-
    412,299         -    412,299 
Share-based compensation   -    -    
 
    
-
    33,353         -    33,353 
Net loss   -    -         
-
    -         (2,273,700)   (2,273,700)
Balance at June 30, 2022   7,818,860    
-
         
*
   $17,746,837        $(6,777,881)  $10,968,956 

 

*Less than $1

 

The accompanying notes are an integral part of the condensed interim financial statements.

 

F-5

 

 

Maris-Tech Ltd.

Condensed Statements of Cash Flows

U.S. dollars

(Unaudited)

 

   Six Months Ended 
   June 30,
2023		   June 30,
2022		 
Cash flows from operating activities:        
Net loss from operations  $(2,264,027)  $(2,273,700)
Adjustments required to reconcile net loss to net cash used in operating activities:          
Depreciation   28,981    4,250 
Financial income   (13,094)   (96,917)
Share-based compensation   88,497    33,353 
Change in fair value of warrants   
-
    60,454 
Changes in operating assets and liabilities:          
Increase (decrease) in accrued severance pay   (19,867)   156,559 
Decrease (increase) in trade receivables, net   855,809    (62,494)
Increase in other receivables   (297,295)   (576,823)
Increase in inventories   (404,007)   (141,701)
Increase (decrease) in trade payables   (407,759)   29,410 
Increase (decrease) in other current liabilities   181,767    (82,169)
Net cash used in operating activities  $(2,250,995)  $(2,949,778)
           
Cash flows from investing activities:          
Proceeds from (investment in) short-term deposits, net  $4,000,000   $(11,000,000)
Investment in severance funds   
-
    (22,183)
Purchase of property, plant and equipment   (73,041)   (64,735)
Net cash provided by (used in) investing activities  $3,926,959   $(11,086,918)
           
Cash flows from financing activities:          
Repayment of short-term bank credit   
-
   $(410,324)
Issuance of shares and warrants   
-
    17,824,992 
Issuance costs paid   
-
    (2,101,875)
Repayment of long-term bank loans   
-
    (744,769)
Repurchase of treasury stock   (119,536)   
-
 
Repayment of loan from related party   
-
    (200,000)
Net cash provided by (used in) financing activities   (119,536)  $14,368,024 
           
Increase in cash, cash equivalents and restricted deposit   1,556,428    331,328 
Cash, cash equivalents and restricted deposit at the beginning of the year   255,530    49,126 
Cash, cash equivalents and restricted deposits at the end of the period  $1,811,958   $380,454 

 

The accompanying notes are an integral part of the condensed interim financial statements.

 

F-6

 

 

Maris-Tech Ltd.

Condensed Statements of Cash Flows

U.S. dollars

(Unaudited)

 

   Six Months Ended 
   June 30,
2023		   June 30,
2022		 
Cash paid during the period for:        
Interest received  $124,536    
-
 
Interest paid  $5,008   $10,969 
           
Supplemental disclosures of non-cash flow information          
Reclassification of warrants to purchase ordinary shares from liability to equity   
-
   $412,299 

 

The below table reconciles cash, cash equivalents and restricted deposits as reported in the consolidated balance sheets to the total of the same amounts shown in the consolidated statements of cash flows:

 

   Six months ended 
   June 30, 
   2023   2022 
Cash and cash equivalents  $1,780,031   $346,866 
Restricted deposits   31,927    33,588 
Total  $1,811,958   $380,454 

 

The accompanying notes are an integral part of the condensed interim financial statements.

 

F-7

 

 

Maris-Tech Ltd.

Notes to Condensed Interim Financial Statements

U.S. dollars

(Unaudited)

 

Note 1 - General

 

A.Introduction

 

Maris-Tech Ltd. (the “Company”) was incorporated in 2008 in Israel. The Company develops, designs and manufactures high-end digital video and audio products and solutions for the professional as well as the civilian and home security markets, which can be sold off the shelf or fully customized to meet customers’ requirements.

 

On February 4, 2022, the Company closed an initial public offering (“IPO”). In connection with the IPO, the Company issued and sold 4,244,048 ordinary shares, no par value per share (“Ordinary Shares”), and warrants (the “Warrants”), to purchase up to 4,244,048 Ordinary Shares (after giving effect to the partial exercise of the underwriter’s over-allotment option and the exercise of pre-funded warrants sold in the IPO). The Ordinary Shares and the Warrants were approved for listing on the Nasdaq Capital Market (“Nasdaq”) and commenced trading under the symbol “MTEK” and “MTEKW”, respectively, on February 2, 2022.

 

The Company operates in Israel and sells to customers in other countries, including the United States, Australia, United Kingdom and Switzerland.

 

B.Basis of Presentation

 

The accompanying unaudited condensed financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2022. The condensed balance sheet as of December 31, 2022 is derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP.

 

In the opinion of management, all adjustments considered necessary for a fair statement, consisting of normal recurring adjustments, have been included. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

 

Use of Estimates:

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the assets, liabilities, revenue, costs and expenses that are reported in the condensed interim financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.

 

F-8

 

 

Maris-Tech Ltd.

Notes to Condensed Interim Financial Statements

U.S. dollars

(Unaudited)

 

Note 1 - General (Continued)

 

C.Significant Accounting Policies

 

Except as described in Note 1D below, these interim unaudited condensed financial statements have been prepared according to the same accounting policies as those discussed in the Company’s audited financial statements and related notes for the year ended December 31, 2022.

 

D.Recently Adopted Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the fiscal year beginning on January 1, 2023, including interim periods within that year.  The adoption of this guidance did not have a material impact on the Company’s financial statements.

 

E.Liquidity and Capital Resources

 

The Company has experienced net losses and negative cash flows from operations since its inception and has relied on its ability to fund its operations primarily through proceeds from sales of Ordinary Shares and warrants of the Company, loans from banks and long-term loans from shareholders. As of June 30, 2023 and December 31, 2022, the Company had working capital of $7.9 million and $10.4 million, respectively, an accumulated deficit of $10.5 million and $8.2 million, respectively, and negative cash flow from operating activity of $2.3 million and $2.9 million for the six months ended June 30, 2023 and 2022, respectively. The Company anticipates such losses will continue until its products reach commercial profitability.  

 

On February 4, 2022, in connection with the IPO (including the partial exercise of the over-allotment and exercise of pre-funded warrants issued and sold in the IPO), the Company issued and sold 4,244,048 Ordinary Shares and Warrants to purchase up to 4,244,048 Ordinary Shares and received aggregate gross proceeds of $17.8 million before deducting underwriting discounts and commissions and other offering expenses, or net proceeds of $15.1 million after deducting approximately $1.35 million of underwriting discounts and commissions and approximately $1.35 million of other offering costs. 

 

Based on management’s projections of the business results for the next twelve months, management concluded that the Company has sufficient liquidity to satisfy its obligations over the next twelve months from September 29, 2023, the date of issuance of these financial statements.

 

Note 2 - Commitments and Contingencies

 

Liens

 

The Company’s long-term restricted deposits in the amount of $31,927 have been pledged as security in respect of guarantees granted to the Company’s landlords as part of the office lease agreement. Such deposits cannot be pledged to others or withdrawn without the consent of the lender.

 

In June 2023, the Company received grant approval in the amount of NIS 1,209,797 (approximately $333,000) to support the first-year development of an innovative system for onboard situation awareness for nanosatellite platforms. The grant represents 50% of the total budget for the first year of the project. As of June 30, 2023, the Company received advance payment from the Israeli Innovation Authority (“IIA”) in the amount of NIS 423,429 (approximately $114,440).

 

F-9

 

 

Maris-Tech Ltd.

Notes to Condensed Interim Financial Statements

U.S. dollars

(Unaudited)

 

Note 2 - Commitments and Contingencies (Continued)

 

Upon sales of products that were developed under the development project, the Company will be obliged to pay royalties to the IIA at a rate of 3% on sales proceeds from products that were developed under IIA programs up to the total amount of grants received. The Company may be required to pay additional royalties upon the occurrence of certain events as determined by the IIA, that are within the control of the Company. No such events have occurred or were probable of occurrence as of the balance sheet date with respect to these royalties.

 

Note 3 - Revenues

 

Disaggregation of revenue

 

The following table disaggregates the Company’s revenues based on the nature and characteristics of its contracts, for the six months ended June 30, 2023 and 2022:

 

   Six months ended  
   June 30,
2023		   June 30,
2022		 
Sales of products  $473,853   $616,670 
Non-recurring engineering and proof of concept contracts   
-
    351,255 
   $473,853   $967,925 

 

Note 4 - Net loss per Share

 

The following table presents the computation of basic and diluted net loss per share:

 

   Six months ended 
   June 30,
2023		   June 30,
2022		 
Numerator:        
Net loss  $2,264,027   $2,273,700 
Denominator:          
Weighted average shares – denominator for basic and diluted net loss per share*
   7,938,525    7,071,018 
           
Net loss per share Basic and diluted
  $0.29   $0.32 

 

*after deduction of the weighted number of shares resulting from the purchase of treasury shares

 

The Company excluded the following potential ordinary shares, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:

 

   Six months ended 
   June 30,
2023		   June 30,
2022		 
Options to purchase Ordinary Shares   216,426    285,422 
Warrants   5,464,861    5,645,270 
Total potentially dilutive securities   5,681,287    5,930,692 

 

F-10

 

 

Maris-Tech Ltd.

Notes to Condensed Interim Financial Statements

U.S. dollars

(Unaudited)

 

Note 5 - Equity

 

Share capital

 

As of June 30,2023, the Company’s share capital was composed of 7,878,501 Ordinary Shares issued and outstanding.

 

On June 1, 2022, the Company announced that its board of directors has authorized a share repurchase plan (the “Repurchase Plan”) allowing the Company to invest up to $1 million to repurchase its Ordinary Shares.

 

The Repurchase Plan authorizes the Company’s management to repurchase Ordinary Shares, from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. Such repurchases will be made in accordance with applicable U.S. securities laws and regulations, under the U.S. Securities Exchange Act of 1934, as amended, and applicable Israeli law, and was subject to the approval of the Israeli court, which ensured that the Company has enough resources for the Repurchase Plan without affecting its other on-going obligations and commitments. The Repurchase Plan does not obligate the Company to repurchase any specific number of the Ordinary Shares and may be suspended or terminated at any time at management’s discretion.

 

On March 31, 2023, the Company completed the Repurchase Plan. The Company repurchased 120,715 of its Ordinary Shares in the total amount of $119,133, representing approximately 1.5% of its issued and outstanding Ordinary Shares, at an average price of $0.987 per Ordinary Share.

 

Note 6 - Share Based Compensation

 

On May 15, 2023, the compensation committee of the board of directors of the Company, approved and recommended that the Company’s shareholders to approve, the repricing of the exercise price of the existing options to purchase Ordinary Shares of the Company of certain of the Company’s officers, directors and service providers, who currently provide services to the Company, from $4.20 to $1.00 per share (the “Repricing”). Other than the exercise price, all other terms of the existing options granted to such officers and directors did not change. On June 28, 2023, the Company’s shareholders approved the Repricing and the Repricing was completed in July 2023. The Repricing was recognized as a modification with additional expense of $59,379 that will be recognized over the remainder of the vesting period and $58,818 recognized during the period ended June 30, 2023.

 

Note 7 - Related Party Transactions

 

On March 2, 2023, the Company entered into an amendment (the “Amendment”) to the loan facility agreement (as amended on June 30, 2021, the “Loan Facility Agreement”) with Israel Bar, the Company’s Chief Executive Officer, director and largest shareholder, and Joseph Gottlieb, another director and the Company’s second largest shareholder, pursuant to which the Company (i) amended the repayment terms set in the Loan Facility Agreement to provide that the amounts outstanding under the Loan Facility Agreement shall be due and payable in 24 equal monthly payments, commencing on February 4, 2024, subject to availability of free cash (as defined in the Amendment) of the Company, and (ii) clarified that the total amount due to Mr. Gottlieb under the Loan Agreement is NIS 1,020,347 (approximately $317,371). Pursuant to the Amendment, the total outstanding amount under the Loan Facility Agreement after giving effect to the Amendment was NIS 3,480,305.88 (approximately $1,088,250). As of June 30, 2023, the outstanding amount under the Loan Facility Agreement is $1,088,250. The loans were classified as long term liabilities in the amount of $861,531 and short term liabilities in the amount of $226,719. The change of conditions was treated as a modification with no impact on the results of operations.

 

Note 8 - Subsequent event

 

On July 31, 2023, the Company entered into a service agreement (the “Service Agreement”) with Parazero Technologies Ltd. (“Parazero”), pursuant to which the Company will provide to Parazero certain business development services (the “Services”). In consideration for the Services provided by the Company, Parazero shall pay the Company $10,000 per month plus value added tax (VAT).  In addition, Parazero shall pay the Company commissions, in accordance with the terms of the Service Agreement.

 

In addition, in July 2023, the Company has purchased 50,000 ordinary shares of Parazero, at a price of $4.00 per share, for an aggregate purchase price of $200,000, in Parazero’s initial public offering. The Company subsequently sold the ordinary shares they purchased in the open market for an aggregate consideration of $108,857. As of September 29, 2023, the Company does not hold any shares of Parazero.

 

The Company determined that the Service Agreement and the purchase of shares is a related party transaction, as the chairman of the board of directors of the Company also serves as the Chairman of the board of directors of Parazero. The Company analyzed the terms of the Service Agreement and concluded that the terms represent a transaction conducted at arm's length.

 

 

F-11

 

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Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

For the Six Months Ended June 30, 2023

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain information included herein may be deemed to be “forward-looking statements”. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

 

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs, and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

 

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate.

 

Important factors that could cause actual results, developments, and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

 

  ● our  ability to raise capital through the issuance of additional securities;
     
  ● our planned level of revenues and capital expenditures;  
     
  ● our belief that our existing cash and cash equivalents and short-term bank deposits, as of June 30, 2023, will be sufficient to fund our operations through the next twelve months;  
     
  ● our ability to market and sell our products;  
     
  ● our plans to continue to invest in research and development to develop technology for both existing and new products;  
     
  ● our plans to collaborate, or statements regarding the ongoing collaborations, with partner companies;  
     
  ● our ability to maintain our relationships with suppliers, manufacturers, and other partners;   

  

  ● our ability to maintain or protect the validity of our intellectual property;  
     
  ● our ability to retain key executive members;  
     
  ● our ability to internally develop and protect new inventions and intellectual property;  
     
  ● our ability to expose and educate the industry about the use of our products;  
     
  ● our expectations regarding our tax classifications;  

 

  ● how long we will qualify as an emerging growth company or a foreign private issuer; and
     
  ● interpretations of current laws and the passages of future laws.

 

 

 

 

The foregoing list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2022, or our Annual Report, which is on file with the Securities and Exchange Commission, or the SEC, and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.

 

Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

General

 

Introduction

 

Unless indicated otherwise by the context, all references in this report to “Maris-tech”, “Maris”, the “Company”, “we”, “us” or “our” are to Maris-tech Ltd. When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:

 

  ● “dollars” or “$” means United States dollars; and
     
  ● “NIS” means New Israeli Shekels.

 

You should read the following discussion and analysis in conjunction with our unaudited consolidated financial statements for the six months ended June 30, 2023 and notes thereto, and together with our audited consolidated financial statements for the year ended December 31, 2022 and notes thereto filed with the SEC as part of our Annual Report.

 

Overview

 

We are a business-to-business approach, or B2B, provider of intelligent video transmission technology with artificial intelligence, or AI, acceleration for edge platforms, using high-end digital video, audio and wireless communication technologies. We design, develop, manufacture and commercially sell miniature intelligent video and audio surveillance and communication systems with AI acceleration , which are offered as products and solutions for the professional as well as the civilian and home security markets. Our products and solutions are sold as off the shelf, standalone and ready to use products, or as customized components that meet our customers’ requirements and integrate into their systems and products. Our customers include companies operating in the drone, robotic, defense, homeland security, or HLS, intelligence gathering, autonomous vehicle, smart city and aerospace and new space markets.

 

Comparison of the Period Ended June 30, 2023 and 2023

 

Results of Operations

 

The following table summarizes our results of operations for the periods presented.

 

   Period Ended June 30, 
U.S. dollars  2023     2022   
Revenues  $473,853   $967,925 
Cost of revenues  $644,480   $651,149 
Gross profit (loss)  $(170,627)  $316,776 
Research and development expenses, net  $441,015   $650,404 
Sales and marketing  $317,729   $454,208 
General and administrative  $1,496,137   $1,502,406 
Loss from operations  $(2,425,508)  $(2,290,242)
Financial income, net  $161,481   $16,542 
Net loss  $(2,264,027)  $(2,273,700)

 

2

 

 

Revenues

 

Our revenues for the period ended June 30, 2023 were $473,853, representing a decrease of $494,072, or 51%, compared to $967,925 for the period ended June 30, 2022. The decrease is primarily attributable to postponed shipments of products to customers after the balance sheet date due to delays in the supply of component parts from our suppliers.

 

Cost of Revenues

 

Our cost of revenues for the period ended June 30, 2023 was $644,480, representing a decrease of $6,669 or 1%, compared to $651,149 for the period ended June 30, 2022. The decrease was primarily due to a decrease in salary costs of certain employees and other costs, partially offset by an increase in direct materials and production costs.

 

Gross Profit (loss)

 

Our gross profit (loss) for the period ended June 30, 2023 was $(170,627), representing a decrease of $487,403, or 154%, compared to $316,776 for the period ended June 30, 2022. The decrease was primarily due to a decrease in our revenues while cost of revenues remained almost the same compared to the period ended June 30, 2022.

  

Research and Development Expenses, net

 

Our research and development expenses, net for the period ended June 30, 2023 were $441,015, representing a decrease of $209,389, or 32%, compared to $650,404 for the period ended June 30, 2022. The decrease was primarily due to grants received from the Israel Innovation Authority that reduced our research and development expenses.

 

Sales and Marketing Expenses

 

Our sales and marketing expenses totaled $317,729 for the period June 30, 2023, a decrease of $136,479, or 30% compared to $454,208 for the period ended June 30, 2022. The decrease is mainly attributable to a decrease in investor relation costs and a decrease in salary costs attributed to sales and marketing expenses, partially offset by an increase in costs associated with exhibitions of our products.

  

General and Administrative Expenses

 

Our general and administrative expenses totaled $1,496,137 for the period ended June 30, 2023, a decrease of $6,269, compared to $1,502,406 for the period ended June 30, 2022. The decrease is mainly attributable to a decrease in insurance costs and professional services expenses, partially offset by an increase in doubtful allowance and salary costs of the Company’s management.

 

Operating Loss

 

As a result of the foregoing, our operating loss for the period ended June 30, 2023 was $2,425,508, compared to an operating loss of $2,290,242 for the period ended June 30, 2022, a decrease of $135,266 or 6%.

 

Financial Expense and Income

 

Financial expense and income consist of bank fees and other transactional costs, exchange rate differences, interest on our bank deposits and the revaluation of outstanding warrants to purchase ordinary shares, no par value per share, or Ordinary Shares.

 

3

 

 

We recognized net financial income of $161,481 for the period ended June 30, 2023, compared to net financial expenses of $16,542 for the period ended June 30, 2022. The change was primarily attributable to an increase in interest from bank deposits. 

 

Total Loss

 

As a result of the foregoing, our total loss for the period ended June 30, 2023 was $2,264,027, compared to $2,273,700 for the period ended June 30, 2022, a decrease of $9,673 or 0.5%.

 

Liquidity and Capital Resources

 

Overview

 

Since our inception we have funded our operations principally from bank loans, issuance of Ordinary Shares, approximately $1,500,000 from the issuance of preferred shares and warrants to purchase Ordinary Shares, approximately $17,800,000, before deducting underwriting discounts and commissions and before offering expenses, in our initial public offering, or IPO, and $1,088,250 from long-term loans from shareholders. We have incurred losses and generated negative cash flows from operations since our inception.

 

As of June 30, 2023 and December 31, 2022, we had working capital of $7,854,768 and $10,442,953, respectively; an accumulated deficit of $10,456,554 and $8,192,527, respectively; and negative cash flow from operating activity of $2,250,995 and $2,949,778, respectively. We anticipate that such losses will continue until our new products reach commercial profitability. If we are unable to successfully commercialize our product candidates and reach profitability or obtain sufficient future financing through debt or issuance of equity, we will be required to delay some of our planned research and development programs.

 

Our backlog as of July 1, 2023 was approximately $10,335,928. As of September 29, 2023, our backlog was approximately $9,426,420, major part of which is expected to be delivered and be recognized as revenues by the end of 2023, and the remainder during 2024 and 2025. Our backlog increased significantly compared to previous years. We define backlog as the accumulation of all pending orders with a later fulfillment date for which revenue has not been recognized and we consider valid. Our backlog is comprised of executed purchase orders from high rated leading customers in the defense industries, also referred to as “triple A customers”, customers with which we have had long-standing relationships and governmental agencies. The increase in backlog and sales is a result of the Company’s products reaching maturity and validation among our customers. We estimate that such backlog sales will continue to grow in the coming year. However, because revenue will not be recognized until we have fulfilled our obligations to a customer, there may be a significant amount of time between executing an agreement or purchase order with a customer and delivery of the product to the customer and revenue recognition. In addition, backlog is not necessarily indicative of future earnings (see “Item 3.D. Risk Factors - Risks Related to Our Business, Industry, Operations and Financial Condition – Amounts included in backlog may not result in actual revenue and are an uncertain indicator of our future earnings” in our Annual Report for further information).

 

4

 

 

As of June 30, 2023, our cash and cash equivalents and our short-term bank deposit were $6,861,362. We expect that our existing cash and cash equivalents and our short-term bank deposit as of June 30, 2023 will be sufficient to fund our current operations and satisfy our obligations for the next twelve months. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:

 

  ● the progress and costs of our research and development activities;

 

  ● the costs of manufacturing our products;

 

  ● the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

 

  ● the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and

 

  ● the magnitude of our general and administrative expenses.

 

The table below summarizes our cash flows for the periods indicated.

 

   For the period Ended
June 30,		 
U.S. dollars  2023   2022 
Net cash used in operating activities  $(2,250,995)  $(2,949,778)
Net cash provided by (used in) investing activities   3,929,959    (11,086,918)
Net cash provided by financing activities   119,536    14,368,024 
Net increase in cash and cash equivalents  $1,556,428   $331,328 

 

Operating Activities

 

Cash used in operating activities mainly consists of our net loss adjusted for certain non-cash items, including share-based compensation, depreciation expenses and changes in operating assets and liabilities during each period.

 

Net cash used in operating activities was $2,250,995 during the period ended June 30, 2023, compared to net cash used in operating activities of $2,949,778 for the period ended June 30, 2022. The increase in net cash used in operating activities was primarily attributable to a decrease in our trade receivables, net, partially offset by an increase in inventories and decrease in trade payables.

 

Investing Activities

 

Net cash used by investing activities was $3,929,959 for the period ended June 30, 2023, as compared to net cash used in investing activities of $11,086,918 for the period ended June 30, 2022. The decrease is mainly due to the release of short term bank deposits in a total amount of approximately $4,000,000.

 

Financing Activities

 

Net cash provided by financing activities was $119,536 for the period ended June 30, 2023, as compared to net cash provided by financing activities of $14,368,024 for the period ended June 30, 2022. The decrease is mainly attributable to the issuance of Ordinary Shares and warrants in the IPO during the first half of 2022.

 

5

 

 

Financial Arrangements

 

Since our inception, we have financed our operations primarily through proceeds from sales of Ordinary Shares, Preferred Shares, warrants, credit lines and long-term loans from banks and shareholders.

 

During the period ended June 30, 2023, the Company did not receive long term loans from banks.

 

Since our inception, Israel Bar, our Chief Executive Officer, a director and our largest shareholder, and Joseph Gottlieb, our other director and second largest shareholder, have provided loans to us in an aggregate amount of NIS 7,513,887 (approximately $2,282,364), or the Shareholders Loan.

 

On March 24, 2021, we issued an aggregate of 489,812 Preferred Shares to the March 2021 Investors for aggregate gross proceeds of $1,500,000 pursuant to the March 2021 SPA. Following the completion of the IPO, all Preferred Shares were automatically converted into 489,812 Ordinary Shares.

 

The March 2021 Investors also received warrants to purchase up to an aggregate of 489,812 Ordinary Shares. Such warrants are exercisable until March 24, 2026, at an exercise price of $6.1248 per Ordinary Share.

 

On May 9, 2021, we entered into a loan facility agreement, or, as amended on June 30, 2021, the Loan Facility Agreement, effective as of January 1, 2021, with Israel Bar, our Chief Executive Officer, director and our largest shareholder, and Joseph Gottlieb, another director and our second largest shareholder. Pursuant to the Loan Facility Agreement, the outstanding amount under the Shareholders Loan, to be paid to Mr. Bar in a total amount of NIS 2,459,958.88 (approximately $770,879) and to Mr. Gottlieb, in a total amount of NIS 1,296,985.55 (approximately $393,962), bear no interest and shall be due and payable in 24 equal monthly payments, commencing on the second anniversary following the IPO. Pursuant to the Loan Facility Agreement, if an initial public offering is not completed by December 31, 2021, then the outstanding amount shall be repaid pursuant to the available free cash (as defined in the Loan Facility Agreement) of the Company, taking into account expected expenditures in the three months following partial or full payment, and in any event not prior to December 31, 2022. We also agreed to reimburse Mr. Bar and Mr. Gottlieb for any costs and expenses incurred in connection with the enforcement of the Loan Facility Agreement, if required. On March 2, 2023, we entered into an amendment, or the Amendment, to the Loan Facility Agreement, pursuant to which we (i) amended the repayment terms set in the Loan Facility Agreement to provide that the amounts outstanding under the Loan Facility Agreement shall be due and payable in 24 equal monthly payments, commencing on February 4, 2024, subject to the availability of available free cash (as defined in the Amendment) of the Company and (ii) clarified that the total amount due to Mr. Gottlieb under the Loan Agreement is NIS 1,020,347 (approximately $317,371). The total outstanding amount under the Loan Facility Agreement after giving effect to the Amendment was NIS 3,480,305.88 (approximately $1,088,250).

 

On June 16, 2021, we executed a credit line, providing us with a line of credit, or the Credit Line, in the aggregate amount of up to NIS 400,000 (approximately $121,501) from Bank Mizrahi Tefahot, to be utilized from time to time. As of June 30, 2023 and September [26], 2023, we did not utilize the Credit Line.

 

6

 

 

We have also issued several debentures, including: (i) a debenture issued on September 8, 2020 to Bank Leumi for all outstanding and future funds as well as all considerations, fruits, incomes and rights, at Company’s bank account in Bank Leumi up to the amount of NIS 300,000 (approximately $90,917); and (ii) a debenture issued on July 6, 2021 to Bank Mizrahi Tefahot to guarantee Company’s credit and all funds and deposits in Company account up to the amount of NIS 200,000 (approximately $60,611).

 

On December 23, 2021, we entered into a loan agreement with Yaad Consulting and Management Services (1995) Ltd., one of our minority shareholders, pursuant to which it loaned to the Company $200,000, at an annual interest rate equal to 4% and such loan with any accrued interest is due and payable (i) in full two business days following the receipt of funds in Israel from the closing of an initial public offering of the Company or (ii) if no initial public offering is closed by December 31, 2024, in three (3) equal annual installments beginning January 1, 2025. The loan was repaid in full in February 2022.

 

During February and May 2022, we repaid our liabilities to banks and one of our shareholders, Yaad Consulting and Management Services (1995) Ltd., in the total amount of approximately $1,355,093. As a result, personal guarantees, debenture and collateral securing certain of those loans were released.

 

On February 4, 2022, we closed the IPO of (i) 3,690,477 Units, each consisting of one Ordinary Shares, and one warrant to purchase one ordinary share, and (ii) 10,000 Pre-Funded Units, each consisting of one Pre-Funded Warrants to one ordinary share and one Warrant, to those purchasers whose purchase of Units in the IPO would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or 9.99% in certain circumstances) of the outstanding Ordinary Shares immediately following the consummation of the IPO. The Units were sold at an IPO price of $4.20 per Unit and the Pre-Funded Units were sold at an IPO price of $4.199 per Pre-Funded Unit. The Warrants have an exercise price of $5.25 per Ordinary Share and may be exercised until February 4, 2027 and the Pre-Funded Warrants have an exercise price of $0.001 per Ordinary Share. In addition, the Company also issued and sold 65,247 Ordinary Shares at a price of $4.199, 478,324 Pre-Funded Warrants at a price of $4.198 per Pre-Funded Warrant and 543,571 Warrants at a price of $0.001 per Warrant pursuant to the partial exercise of the over-allotment option and issued 488,324 Ordinary Shares pursuant to the exercise of the 488,324 Pre-Funded Warrants issued in the IPO at an exercise price of $0.001 per Ordinary Share. In connection with the IPO (including over-allotment and Pre-Funded Warrant exercises), the Company issued and sold 4,244,048 Ordinary Shares and Warrants to purchase up to 4,244,048 Ordinary Shares and received aggregate gross proceeds of $17,789,380, before deducting underwriting discounts and commissions and before offering expenses. The Ordinary Shares and Warrants were approved for listing on the Nasdaq Capital Market and commenced trading under the symbol “MTEK” and “MTEKW”, respectively, on February 2, 2022.

 

Critical Accounting Estimates

 

We describe our significant accounting policies more fully in Note 2 to our unaudited consolidated financial statements for the six months ended June 30, 2023. There have been no material changes to our critical accounting policies since we filed our Annual Report other than as described in Note 2 to our unaudited consolidated financial statements for the six months ended June 30, 2023.

 

The discussion and analysis of our financial condition and results of operations is based on our financial statements, which we prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

 

7

 

v3.23.3
Document And Entity Information
 6 Months Ended
Jun. 30, 2023
Document Information Line Items  
Entity Registrant Name Maris-Tech Ltd.
Document Type 6-K
Current Fiscal Year End Date --12-31
Amendment Flag false
Entity Central Index Key 0001872964
Document Period End Date Jun. 30, 2023
Document Fiscal Year Focus 2023
Document Fiscal Period Focus Q2
Entity File Number 001-41260
v3.23.3
Condensed Balance Sheets (Unaudited) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 1,780,031 $ 221,961
Short-term deposits 5,081,331 9,084,082
Trade receivables, net 750,686 1,606,495
Other receivables 656,886 359,591
Inventories 1,385,736 981,729
Total current assets 9,654,670 12,253,858
Non-current assets    
Restricted deposits 31,927 33,569
Property, plant and equipment, net 327,850 283,790
Severance pay deposits 152,237 156,723
Operating lease right-of-use assets 570,432 635,976
Total non-current assets 1,082,446 1,110,058
Total assets 10,737,116 13,363,916
Current liabilities    
Trade payables 675,586 1,083,345
Current maturities of long-term loans from related party 226,719  
Other current liabilities 897,597 727,560
Total current liabilities 1,799,902 1,810,905
Long-term liabilities    
Long-term loans from related party, net of current maturities 861,531 1,088,250
Non-current operating lease liabilities 368,021 442,166
Accrued severance pay 405,875 425,742
Total long-term liabilities 1,635,427 1,956,158
Total liabilities 3,435,329 3,767,063
Commitments and contingencies
Shareholders’ equity (capital deficiency)    
Ordinary shares, no par value per share: authorized - 100,000,000 as of June 30, 2023 and December 31, 2022; issued and outstanding: 7,878,501 and 7,999,216 shares as of June 30, 2023 and December 31, 2022, respectively.
Treasury stock 120,715 shares as of June 30, 2023. (119,536)
Additional paid-in capital 17,877,877 17,789,380
Accumulated deficit (10,456,554) (8,192,527)
Total shareholders’ equity 7,301,787 9,596,853
Total liabilities and equity $ 10,737,116 $ 13,363,916
v3.23.3
Condensed Balance Sheets (Unaudited) (Parentheticals) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Ordinary shares, no par value (in Dollars per share)
Ordinary shares, Authorized 100,000,000 100,000,000
Ordinary shares, shares issued 7,878,501 7,999,216
Ordinary shares, shares outstanding 7,878,501 7,999,216
Treasury stock shares 120,715
v3.23.3
Condensed Statements of Operations (Unaudited) - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]    
Revenues $ 473,853 $ 967,925
Cost of revenues 644,480 651,149
Gross profit (loss) (170,627) 316,776
Operating expenses    
Research and development, net 441,015 650,404
Sales and marketing 317,729 454,208
General and administrative 1,496,137 1,502,406
Total operating expenses 2,254,881 2,607,018
Loss from operations (2,425,508) (2,290,242)
Financial income, net 161,481 16,542
Net loss $ (2,264,027) $ (2,273,700)
Basic and diluted net loss attributable to shareholders per ordinary share (in Dollars per share) $ (0.29) $ (0.32)
Weighted average number of ordinary shares used in computing loss per ordinary share (in Shares) [1] 7,938,525 7,071,018
[1] after deduction of the weighted number of shares resulting from the purchase of treasury shares
v3.23.3
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]    
Diluted net loss attributable to shareholders per ordinary share $ (0.29) $ (0.32)
v3.23.3
Condensed Statements of Changes in Shareholders’ Equity (Capital Deficiency) (Unaudited) - USD ($)
Number of Shares issued
Number of Preferred Shares issued
Treasury stock
 [1]
Share capital
 [1]
Additional paid in capital
Accumulated deficit
Treasury stock
Total
Balance at Dec. 31, 2021     $ 2,124,601 $ (4,504,181)   $ (2,379,580)
Balance (in Shares) at Dec. 31, 2021 3,085,000 489,812            
Changes during the six months period ended June 30, 2023:                
Issuance of ordinary shares and warrants upon initial public offering (“IPO”), net of issuance costs     15,176,584     15,176,584
Issuance of ordinary shares and warrants upon initial public offering (“IPO”), net of issuance costs (in Shares) 4,244,048            
Conversion of preferred shares into ordinary shares        
Conversion of preferred shares into ordinary shares (in Shares) 489,812 (489,812)            
Reclassification of warrants to purchase ordinary shares from liability to equity     412,299     412,299
Share-based compensation     33,353     33,353
Net loss         (2,273,700)   (2,273,700)
Balance at Jun. 30, 2022       17,746,837 (6,777,881)   10,968,956
Balance (in Shares) at Jun. 30, 2022 7,818,860            
Balance at Dec. 31, 2022     17,789,380 (8,192,527)   9,596,853
Balance (in Shares) at Dec. 31, 2022 7,999,216            
Changes during the six months period ended June 30, 2023:                
Share-based compensation         88,497     88,497
Repurchase of treasury stock     (120,715)       (119,536) (119,536)
Net loss           (2,264,027)   (2,264,027)
Balance at Jun. 30, 2023     $ (120,715) $ 17,877,877 $ (10,456,554) $ (119,536) $ 7,301,787
Balance (in Shares) at Jun. 30, 2023 7,999,216              
[1] Less than $1
v3.23.3
Condensed Statements of Cash Flows (Unaudited) - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities:    
Net loss from operations $ (2,264,027) $ (2,273,700)
Adjustments required to reconcile net loss to net cash used in operating activities:    
Depreciation 28,981 4,250
Financial income (13,094) (96,917)
Share-based compensation 88,497 33,353
Change in fair value of warrants 60,454
Changes in operating assets and liabilities:    
Increase (decrease) in accrued severance pay (19,867) 156,559
Decrease (increase) in trade receivables, net 855,809 (62,494)
Increase in other receivables (297,295) (576,823)
Increase in inventories (404,007) (141,701)
Increase (decrease) in trade payables (407,759) 29,410
Increase (decrease) in other current liabilities 181,767 (82,169)
Net cash used in operating activities (2,250,995) (2,949,778)
Cash flows from investing activities:    
Proceeds from (investment in) short-term deposits, net 4,000,000 (11,000,000)
Investment in severance funds (22,183)
Purchase of property, plant and equipment (73,041) (64,735)
Net cash provided by (used in) investing activities 3,926,959 (11,086,918)
Cash flows from financing activities:    
Repayment of short-term bank credit (410,324)
Issuance of shares and warrants 17,824,992
Issuance costs paid (2,101,875)
Repayment of long-term bank loans (744,769)
Repurchase of treasury stock (119,536)
Repayment of loan from related party (200,000)
Net cash provided by (used in) financing activities (119,536) 14,368,024
Increase in cash, cash equivalents and restricted deposit 1,556,428 331,328
Cash, cash equivalents and restricted deposit at the beginning of the year 255,530 49,126
Cash, cash equivalents and restricted deposits at the end of the period 1,811,958 380,454
Cash paid during the period for:    
Interest received 124,536
Interest paid 5,008 10,969
Supplemental disclosures of non-cash flow information    
Reclassification of warrants to purchase ordinary shares from liability to equity 412,299
Cash and cash equivalents 1,780,031 346,866
Restricted deposits 31,927 33,588
Total $ 1,811,958 $ 380,454
v3.23.3
General
 6 Months Ended
Jun. 30, 2023
General [Abstract]  
General

Note 1 - General

 

A.Introduction

 

Maris-Tech Ltd. (the “Company”) was incorporated in 2008 in Israel. The Company develops, designs and manufactures high-end digital video and audio products and solutions for the professional as well as the civilian and home security markets, which can be sold off the shelf or fully customized to meet customers’ requirements.

 

On February 4, 2022, the Company closed an initial public offering (“IPO”). In connection with the IPO, the Company issued and sold 4,244,048 ordinary shares, no par value per share (“Ordinary Shares”), and warrants (the “Warrants”), to purchase up to 4,244,048 Ordinary Shares (after giving effect to the partial exercise of the underwriter’s over-allotment option and the exercise of pre-funded warrants sold in the IPO). The Ordinary Shares and the Warrants were approved for listing on the Nasdaq Capital Market (“Nasdaq”) and commenced trading under the symbol “MTEK” and “MTEKW”, respectively, on February 2, 2022.

 

The Company operates in Israel and sells to customers in other countries, including the United States, Australia, United Kingdom and Switzerland.

 

B.Basis of Presentation

 

The accompanying unaudited condensed financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2022. The condensed balance sheet as of December 31, 2022 is derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP.

 

In the opinion of management, all adjustments considered necessary for a fair statement, consisting of normal recurring adjustments, have been included. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

 

Use of Estimates:

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the assets, liabilities, revenue, costs and expenses that are reported in the condensed interim financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.

 

C.Significant Accounting Policies

 

Except as described in Note 1D below, these interim unaudited condensed financial statements have been prepared according to the same accounting policies as those discussed in the Company’s audited financial statements and related notes for the year ended December 31, 2022.

 

D.Recently Adopted Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the fiscal year beginning on January 1, 2023, including interim periods within that year.  The adoption of this guidance did not have a material impact on the Company’s financial statements.

 

E.Liquidity and Capital Resources

 

The Company has experienced net losses and negative cash flows from operations since its inception and has relied on its ability to fund its operations primarily through proceeds from sales of Ordinary Shares and warrants of the Company, loans from banks and long-term loans from shareholders. As of June 30, 2023 and December 31, 2022, the Company had working capital of $7.9 million and $10.4 million, respectively, an accumulated deficit of $10.5 million and $8.2 million, respectively, and negative cash flow from operating activity of $2.3 million and $2.9 million for the six months ended June 30, 2023 and 2022, respectively. The Company anticipates such losses will continue until its products reach commercial profitability.  

 

On February 4, 2022, in connection with the IPO (including the partial exercise of the over-allotment and exercise of pre-funded warrants issued and sold in the IPO), the Company issued and sold 4,244,048 Ordinary Shares and Warrants to purchase up to 4,244,048 Ordinary Shares and received aggregate gross proceeds of $17.8 million before deducting underwriting discounts and commissions and other offering expenses, or net proceeds of $15.1 million after deducting approximately $1.35 million of underwriting discounts and commissions and approximately $1.35 million of other offering costs. 

 

Based on management’s projections of the business results for the next twelve months, management concluded that the Company has sufficient liquidity to satisfy its obligations over the next twelve months from September 29, 2023, the date of issuance of these financial statements.
v3.23.3
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 2 - Commitments and Contingencies

 

Liens

 

The Company’s long-term restricted deposits in the amount of $31,927 have been pledged as security in respect of guarantees granted to the Company’s landlords as part of the office lease agreement. Such deposits cannot be pledged to others or withdrawn without the consent of the lender.

 

In June 2023, the Company received grant approval in the amount of NIS 1,209,797 (approximately $333,000) to support the first-year development of an innovative system for onboard situation awareness for nanosatellite platforms. The grant represents 50% of the total budget for the first year of the project. As of June 30, 2023, the Company received advance payment from the Israeli Innovation Authority (“IIA”) in the amount of NIS 423,429 (approximately $114,440).

 

Upon sales of products that were developed under the development project, the Company will be obliged to pay royalties to the IIA at a rate of 3% on sales proceeds from products that were developed under IIA programs up to the total amount of grants received. The Company may be required to pay additional royalties upon the occurrence of certain events as determined by the IIA, that are within the control of the Company. No such events have occurred or were probable of occurrence as of the balance sheet date with respect to these royalties.
v3.23.3
Revenues
 6 Months Ended
Jun. 30, 2023
Revenues [Abstract]  
Revenues

Note 3 - Revenues

 

Disaggregation of revenue

 

The following table disaggregates the Company’s revenues based on the nature and characteristics of its contracts, for the six months ended June 30, 2023 and 2022:

 

   Six months ended  
   June 30,
2023		   June 30,
2022		 
Sales of products  $473,853   $616,670 
Non-recurring engineering and proof of concept contracts   
-
    351,255 
   $473,853   $967,925 
v3.23.3
Net loss per Share
 6 Months Ended
Jun. 30, 2023
Net loss per Share [Abstract]  
Net loss per Share

Note 4 - Net loss per Share

 

The following table presents the computation of basic and diluted net loss per share:

 

   Six months ended 
   June 30,
2023		   June 30,
2022		 
Numerator:        
Net loss  $2,264,027   $2,273,700 
Denominator:          
Weighted average shares – denominator for basic and diluted net loss per share*
   7,938,525    7,071,018 
           
Net loss per share Basic and diluted
  $0.29   $0.32 

 

*after deduction of the weighted number of shares resulting from the purchase of treasury shares

 

The Company excluded the following potential ordinary shares, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:

 

   Six months ended 
   June 30,
2023		   June 30,
2022		 
Options to purchase Ordinary Shares   216,426    285,422 
Warrants   5,464,861    5,645,270 
Total potentially dilutive securities   5,681,287    5,930,692 
v3.23.3
Equity
 6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Equity

Note 5 - Equity

 

Share capital

 

As of June 30,2023, the Company’s share capital was composed of 7,878,501 Ordinary Shares issued and outstanding.

 

On June 1, 2022, the Company announced that its board of directors has authorized a share repurchase plan (the “Repurchase Plan”) allowing the Company to invest up to $1 million to repurchase its Ordinary Shares.

 

The Repurchase Plan authorizes the Company’s management to repurchase Ordinary Shares, from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. Such repurchases will be made in accordance with applicable U.S. securities laws and regulations, under the U.S. Securities Exchange Act of 1934, as amended, and applicable Israeli law, and was subject to the approval of the Israeli court, which ensured that the Company has enough resources for the Repurchase Plan without affecting its other on-going obligations and commitments. The Repurchase Plan does not obligate the Company to repurchase any specific number of the Ordinary Shares and may be suspended or terminated at any time at management’s discretion.

 

On March 31, 2023, the Company completed the Repurchase Plan. The Company repurchased 120,715 of its Ordinary Shares in the total amount of $119,133, representing approximately 1.5% of its issued and outstanding Ordinary Shares, at an average price of $0.987 per Ordinary Share.
v3.23.3
Share Based Compensation
 6 Months Ended
Jun. 30, 2023
Share based compensations [Abstract]  
Share based compensation

Note 6 - Share Based Compensation

 

On May 15, 2023, the compensation committee of the board of directors of the Company, approved and recommended that the Company’s shareholders to approve, the repricing of the exercise price of the existing options to purchase Ordinary Shares of the Company of certain of the Company’s officers, directors and service providers, who currently provide services to the Company, from $4.20 to $1.00 per share (the “Repricing”). Other than the exercise price, all other terms of the existing options granted to such officers and directors did not change. On June 28, 2023, the Company’s shareholders approved the Repricing and the Repricing was completed in July 2023. The Repricing was recognized as a modification with additional expense of $59,379 that will be recognized over the remainder of the vesting period and $58,818 recognized during the period ended June 30, 2023.
v3.23.3
Related Party Transactions
 6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

Note 7 - Related Party Transactions

 

On March 2, 2023, the Company entered into an amendment (the “Amendment”) to the loan facility agreement (as amended on June 30, 2021, the “Loan Facility Agreement”) with Israel Bar, the Company’s Chief Executive Officer, director and largest shareholder, and Joseph Gottlieb, another director and the Company’s second largest shareholder, pursuant to which the Company (i) amended the repayment terms set in the Loan Facility Agreement to provide that the amounts outstanding under the Loan Facility Agreement shall be due and payable in 24 equal monthly payments, commencing on February 4, 2024, subject to availability of free cash (as defined in the Amendment) of the Company, and (ii) clarified that the total amount due to Mr. Gottlieb under the Loan Agreement is NIS 1,020,347 (approximately $317,371). Pursuant to the Amendment, the total outstanding amount under the Loan Facility Agreement after giving effect to the Amendment was NIS 3,480,305.88 (approximately $1,088,250). As of June 30, 2023, the outstanding amount under the Loan Facility Agreement is $1,088,250. The loans were classified as long term liabilities in the amount of $861,531 and short term liabilities in the amount of $226,719. The change of conditions was treated as a modification with no impact on the results of operations.
v3.23.3
Subsequent event
 6 Months Ended
Jun. 30, 2023
Subsequent events [Abstract]  
Subsequent event

Note 8 - Subsequent event

 

On July 31, 2023, the Company entered into a service agreement (the “Service Agreement”) with Parazero Technologies Ltd. (“Parazero”), pursuant to which the Company will provide to Parazero certain business development services (the “Services”). In consideration for the Services provided by the Company, Parazero shall pay the Company $10,000 per month plus value added tax (VAT).  In addition, Parazero shall pay the Company commissions, in accordance with the terms of the Service Agreement.

 

In addition, in July 2023, the Company has purchased 50,000 ordinary shares of Parazero, at a price of $4.00 per share, for an aggregate purchase price of $200,000, in Parazero’s initial public offering. The Company subsequently sold the ordinary shares they purchased in the open market for an aggregate consideration of $108,857. As of September 29, 2023, the Company does not hold any shares of Parazero.

 

The Company determined that the Service Agreement and the purchase of shares is a related party transaction, as the chairman of the board of directors of the Company also serves as the Chairman of the board of directors of Parazero. The Company analyzed the terms of the Service Agreement and concluded that the terms represent a transaction conducted at arm's length.
v3.23.3
Accounting Policies, by Policy (Policies)
 6 Months Ended
Jun. 30, 2023
General [Abstract]  
Introduction
A.Introduction

Maris-Tech Ltd. (the “Company”) was incorporated in 2008 in Israel. The Company develops, designs and manufactures high-end digital video and audio products and solutions for the professional as well as the civilian and home security markets, which can be sold off the shelf or fully customized to meet customers’ requirements.

On February 4, 2022, the Company closed an initial public offering (“IPO”). In connection with the IPO, the Company issued and sold 4,244,048 ordinary shares, no par value per share (“Ordinary Shares”), and warrants (the “Warrants”), to purchase up to 4,244,048 Ordinary Shares (after giving effect to the partial exercise of the underwriter’s over-allotment option and the exercise of pre-funded warrants sold in the IPO). The Ordinary Shares and the Warrants were approved for listing on the Nasdaq Capital Market (“Nasdaq”) and commenced trading under the symbol “MTEK” and “MTEKW”, respectively, on February 2, 2022.

The Company operates in Israel and sells to customers in other countries, including the United States, Australia, United Kingdom and Switzerland.
Basis of Presentation
B.Basis of Presentation

The accompanying unaudited condensed financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2022. The condensed balance sheet as of December 31, 2022 is derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP.

In the opinion of management, all adjustments considered necessary for a fair statement, consisting of normal recurring adjustments, have been included. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the assets, liabilities, revenue, costs and expenses that are reported in the condensed interim financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.

 
Significant Accounting Policies
C.Significant Accounting Policies

Except as described in Note 1D below, these interim unaudited condensed financial statements have been prepared according to the same accounting policies as those discussed in the Company’s audited financial statements and related notes for the year ended December 31, 2022.
Recently Adopted Accounting Pronouncements
D.Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the fiscal year beginning on January 1, 2023, including interim periods within that year.  The adoption of this guidance did not have a material impact on the Company’s financial statements.
Liquidity and Capital Resources
E.Liquidity and Capital Resources

The Company has experienced net losses and negative cash flows from operations since its inception and has relied on its ability to fund its operations primarily through proceeds from sales of Ordinary Shares and warrants of the Company, loans from banks and long-term loans from shareholders. As of June 30, 2023 and December 31, 2022, the Company had working capital of $7.9 million and $10.4 million, respectively, an accumulated deficit of $10.5 million and $8.2 million, respectively, and negative cash flow from operating activity of $2.3 million and $2.9 million for the six months ended June 30, 2023 and 2022, respectively. The Company anticipates such losses will continue until its products reach commercial profitability.  

On February 4, 2022, in connection with the IPO (including the partial exercise of the over-allotment and exercise of pre-funded warrants issued and sold in the IPO), the Company issued and sold 4,244,048 Ordinary Shares and Warrants to purchase up to 4,244,048 Ordinary Shares and received aggregate gross proceeds of $17.8 million before deducting underwriting discounts and commissions and other offering expenses, or net proceeds of $15.1 million after deducting approximately $1.35 million of underwriting discounts and commissions and approximately $1.35 million of other offering costs. 

Based on management’s projections of the business results for the next twelve months, management concluded that the Company has sufficient liquidity to satisfy its obligations over the next twelve months from September 29, 2023, the date of issuance of these financial statements.
v3.23.3
Revenues (Tables)
 6 Months Ended
Jun. 30, 2023
Revenues [Abstract]  
Schedule of Company’s Revenues Based on the Nature and Characteristics The following table disaggregates the Company’s revenues based on the nature and characteristics of its contracts, for the six months ended June 30, 2023 and 2022:
   Six months ended  
   June 30,
2023		   June 30,
2022		 
Sales of products  $473,853   $616,670 
Non-recurring engineering and proof of concept contracts   
-
    351,255 
   $473,853   $967,925 
v3.23.3
Net loss per Share (Tables)
 6 Months Ended
Jun. 30, 2023
Net loss per Share [Abstract]  
Schedule of Basic and Diluted Net Loss Per Share The following table presents the computation of basic and diluted net loss per share:
   Six months ended 
   June 30,
2023		   June 30,
2022		 
Numerator:        
Net loss  $2,264,027   $2,273,700 
Denominator:          
Weighted average shares – denominator for basic and diluted net loss per share*
   7,938,525    7,071,018 
           
Net loss per share Basic and diluted
  $0.29   $0.32 
*after deduction of the weighted number of shares resulting from the purchase of treasury shares
Schedule of Computation of Diluted Net Loss Per Share The Company excluded the following potential ordinary shares, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:
   Six months ended 
   June 30,
2023		   June 30,
2022		 
Options to purchase Ordinary Shares   216,426    285,422 
Warrants   5,464,861    5,645,270 
Total potentially dilutive securities   5,681,287    5,930,692 
v3.23.3
General (Details) - USD ($)
 6 Months Ended
Feb. 04, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
General (Details) [Line Items]        
Sale of ordinary shares (in Shares) 4,244,048      
Warrants (in Shares) 4,244,048      
Working capital   $ 7,900,000   $ 10,400,000
Accumulated deficit   (10,456,554)   $ (8,192,527)
Cash flow from operating activity   2,300,000 $ 2,900,000  
Aggregate gross proceeds $ 17,800,000 $ 17,824,992  
Net proceeds 15,100,000      
Underwriting discounts 1,350,000      
Other offering costs $ 1,350,000      
IPO [Member]        
General (Details) [Line Items]        
Sale of ordinary shares (in Shares) 4,244,048      
Warrants (in Shares) 4,244,048      
v3.23.3
Commitments and Contingencies (Details)
 6 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2023
ILS (₪)
Jun. 30, 2023
ILS (₪)
Commitments and Contingencies (Details) [Line Items]      
Long-term restricted deposits $ 31,927    
Total amount of grants received 333,000   ₪ 1,209,797
Stock Issued During Period, Value, Acquisitions $ 114,440 ₪ 423,429  
Payment to IIA 3.00% 3.00%  
Israeli Innovation Authority Grants [Member]      
Commitments and Contingencies (Details) [Line Items]      
Grants percentage 50.00%   50.00%
v3.23.3
Revenues (Details) - Schedule of Company’s Revenues Based on the Nature and Characteristics - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Disaggregation of Revenue [Line Items]    
Total $ 473,853 $ 967,925
Sales of products [Member]    
Disaggregation of Revenue [Line Items]    
Total 473,853 616,670
Non-recurring engineering and proof of concept contracts [Member]    
Disaggregation of Revenue [Line Items]    
Total $ 351,255
v3.23.3
Net loss per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Numerator:    
Net loss $ 2,264,027 $ 2,273,700
Denominator:    
Weighted average shares – denominator for basic net loss per share [1] 7,938,525 7,071,018
Net loss per share Basic $ 0.29 $ 0.32
[1] after deduction of the weighted number of shares resulting from the purchase of treasury shares
v3.23.3
Net loss per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) - $ / shares
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Schedule of Basic and Diluted Net Loss Per Share [Abstract]    
Weighted average shares – denominator for diluted net loss per share [1] 7,938,525 7,071,018
Net loss per share diluted $ 0.29 $ 0.32
[1] after deduction of the weighted number of shares resulting from the purchase of treasury shares
v3.23.3
Net loss per Share (Details) - Schedule of Computation of Diluted Net Loss Per Share - shares
Jun. 30, 2023
Jun. 30, 2022
Schedule of Computation of Diluted Net Loss Per Share [Abstract]    
Options to purchase Ordinary Shares 216,426 285,422
Warrants 5,464,861 5,645,270
Total potentially dilutive securities 5,681,287 5,930,692
v3.23.3
Equity (Details) - USD ($)
 1 Months Ended 6 Months Ended
Jun. 01, 2022
Mar. 31, 2023
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Equity [Abstract]          
Ordinary shares, shares issued     7,878,501   7,999,216
Ordinary shares, shares outstanding     7,878,501   7,999,216
Repurchase amount (in Dollars) $ 1,000,000   $ 119,536  
Shares issued   120,715      
Total amount (in Dollars)   $ 119,133      
Outstanding ordinary shares issued, percentage   1.50%      
Outstanding ordinary shares outstanding, percentage   1.50%      
Average price per ordinary Share (in Dollars per share)   $ 0.987      
v3.23.3
Share Based Compensation (Details)
 6 Months Ended
Jun. 30, 2023
USD ($)
$ / shares
Share Based Compensation (Details) [Line Items]  
Additional expense | $ $ 59,379
Vesting period, amount | $ $ 58,818
Maximum [Member]  
Share Based Compensation (Details) [Line Items]  
Exercise price | $ / shares $ 4.2
Minimum [Member]  
Share Based Compensation (Details) [Line Items]  
Exercise price | $ / shares $ 1
v3.23.3
Related Party Transactions (Details)
 6 Months Ended
Mar. 02, 2023
USD ($)
Mar. 02, 2023
ILS (₪)
Jun. 30, 2023
USD ($)
Related Party Transactions [Abstract]      
Total amount $ 317,371 ₪ 1,020,347  
Total outstanding amount $ 1,088,250 ₪ 3,480,305.88 $ 1,088,250
Long term liabilities amount     861,531
Short term liabilities amount     $ 226,719
v3.23.3
Subsequent event (Details) - Subsequent Event [Member]
 1 Months Ended
Jul. 31, 2023
USD ($)
$ / shares
shares
Subsequent event (Details) [Line Items]  
Value added tax $ 10,000
Purchased ordinary shares (in Shares) | shares 50,000
Price per share (in Dollars per share) | $ / shares $ 4
Aggregate consideration $ 108,857
IPO [Member]  
Subsequent event (Details) [Line Items]  
Aggregate purchase price $ 200,000
Maris Tech (NASDAQ:MTEK)
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Maris Tech (NASDAQ:MTEK)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024 Maris Tech 차트를 더 보려면 여기를 클릭.