Business Context and Reporting Period
Company: Maris-Tech Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: November 2025 (Report No. 5)
Date of Filing: November 28, 2025
Maris-Tech Ltd., an Israeli security and telecom company, reported the execution of financing agreements to support its capital structure and U.S. commercial market activities.
Key Financial Metrics
Financing Activity:
- Total Principal Raised: $2,000,000 via convertible promissory notes.
- Instrument Type: Non-interest-bearing convertible promissory notes.
- Repayment Terms: Notes are not repayable in cash; obligations are satisfied solely through the issuance of ordinary shares upon conversion.
- Use of Proceeds: Working capital, general corporate purposes, strengthening capital structure, and supporting U.S. market initiatives.
Financial Performance:
- Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide specific values for these metrics. This report focuses exclusively on the financing transaction.
Material Changes and Transaction Details
On November 25, 2025, the company entered into Note Purchase Agreements with two institutional investors. The transaction structure is as follows:
- Note 1 ($1,500,000 Principal):
- $1,000,000 convertible beginning 6 months after issuance.
- $500,000 convertible beginning 12 months after issuance.
- Note 2 ($500,000 Principal):
- Entire amount convertible beginning 12 months after issuance.
- Conversion Price: 70% of the lowest daily VWAP of ordinary shares for the five consecutive trading days preceding the conversion date, subject to a floor of 80% of the closing trading price on the issuance date.
- Automatic Conversion: Occurs 24 months after issuance if not previously converted, subject to shareholder approval requirements under Israeli law.
Guidance, Risks, and Contingencies
Management Commentary:
The company intends to use the proceeds to strengthen its capital structure and support initiatives in the U.S. commercial market.
Risks and Contingencies:
- Dilution: Conversion will result in the issuance of new ordinary shares, subject to beneficial ownership caps (9.99% per investor) and restrictions on aggregate ownership (44.99% without approval).
- Regulatory Approval: Automatic conversion at 24 months may be delayed if shareholder approval is required under Israeli law to issue the necessary shares.
- Forward-Looking Statements: The filing includes standard disclaimers regarding future plans, market acceptance, competition, and the ability to meet operating costs.
Investor Verification Checklist
- Verify the exact closing price of Maris-Tech ordinary shares on November 25, 2025, to calculate the conversion price floor (80% of closing price).
- Review the full text of the Note Purchase Agreements (Exhibits 4.1, 4.2, and 10.1) for specific covenants and default provisions.
- Confirm the current number of outstanding ordinary shares to assess potential dilution impact upon conversion.
- Monitor future filings for the registration statement required to register the resale of shares issuable upon conversion.
- Check for any subsequent shareholder meetings required to approve the issuance of shares if the automatic conversion triggers Israeli law restrictions.