Equibles

6-K

Maris Tech Ltd. (MTEK)

6-K 2024-08-28 For: 2024-06-30
View Original
Added on April 11, 2026

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 August 2024 (Report No. 3)

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 (this “Report”) consists of Maris-Tech Ltd.’s (the “Registrant”): (i) Unaudited Interim Financial Statements as of June 30, 2024, 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, 2024, which is attached hereto as Exhibit 99.2.

This Report, including its exhibits, is incorporated by reference into the Registrant’s Registration Statements on Form S-8 (Registration No. 333-262910 and 333-274826) 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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 Interim Financial Statements as of June 30, 2024.
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, 2024.
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: August 28, 2024 By: /s/ Nir Bussy
Nir Bussy
Chief Financial Officer

2

Exhibit 99.1

MARIS-TECH

LTD.

INTERIM

FINANCIAL STATEMENTS

AS

OF JUNE 30, 2024

UNAUDITED

INDEX

Page
Balance Sheets 1 – 2
Statements of Operations 3
Statements of Changes in Shareholders’ Equity 4
Statementsof Cash Flows 5 – 6
Notes to Interim Financial Statements 7
  • i -

MARIS-TECH LTD.

BALANCE

SHEETS

U.S.dollars

June 30,<br> 2024 December 31,<br> 2023
Unaudited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 817,610 $ 2,050,494
Short-term bank deposits 3,022,787 3,148,746
Trade receivables, net 3,758,554 2,990,305
Other receivables and prepaid expenses 192,929 172,809
Inventories 1,875,724 1,959,651
Total current assets 9,667,604 10,322,005
NON-CURRENT ASSETS:
Restricted deposits 39,152 32,692
Property, plant and equipment, net 450,058 313,649
Severance pay fund 161,867 162,053
Operating lease right-of-use assets 563,266 503,507
Total non-current assets 1,214,343 1,011,901
Total assets $ 10,881,947 $ 11,333,906

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

  • 1 -

MARIS-TECH LTD.

BALANCE

SHEETS

U.S.dollars, except share and per share data

June 30,<br> 2024 December 31,<br> 2023
Unaudited
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables $ 910,934 $ 1,214,621
Current maturities of long-term loans and balance from related parties 578,124 498,781
Other current liabilities 1,216,902 1,344,284
Total current liabilities 2,705,960 3,057,686
LONG-TERM LIABILITIES:
Long-term loans from related parties 317,405 589,468
Non-current operating lease liabilities 331,269 323,071
Accrued severance pay 426,247 469,191
Total long-term liabilities 1,074,921 1,381,730
Total liabilities 3,780,881 4,439,416
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Ordinary shares, no par value per share: Authorized:100,000,000 at June 30, 2024 and December 31, 2023; Issued: 7,999,216 shares at June 30, 2024 and December 31, 2023; Outstanding: 7,878,501 at June 30, 2024 and December 31, 2023 - -
Treasury shares at cost (120,715 ordinary shares at June 30, 2024 and December 31, 2023) (119,536 ) (119,536 )
Additional paid-in capital 17,990,928 17,916,149
Accumulated deficit (10,770,326 ) (10,902,123 )
Total shareholders’<br> equity 7,101,066 6,894,490
Total liabilities and shareholders’<br> equity $ 10,881,947 $ 11,333,906

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

  • 2 -

MARIS-TECH LTD.

STATEMENTS

OF OPERATIONS

U.S.dollars

Six months ended<br> June 30,
2024 2023
Unaudited
Revenues $ 3,410,258 $ 473,853
Cost of revenues 1,476,693 644,480
Gross profit (loss) 1,933,565 (170,627 )
Operating expenses
Research and development, net 348,902 441,015
Sales and marketing 415,627 317,729
General and administrative 1,120,695 1,496,137
Total operating expenses 1,885,224 2,254,881
Profit (loss) from operations 48,341 (2,425,508 )
Financial income, net 83,456 161,481
Net income (loss) $ 131,797 $ (2,264,027 )
Basic earnings (loss) per ordinary share $ 0.02 $ (0.29 )
Diluted earnings (loss) per ordinary share $ 0.02 $ (0.29 )
Weighted-average shares used to compute net income (loss) per share:
Basic 7,878,501 7,938,525
Diluted 7,946,324 7,938,525

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

  • 3 -

MARIS-TECH LTD.

STATEMENTS

OF CHANGES IN SHAREHOLDERS’ EQUITY

U.S.dollars, except share and per share data

Number of<br> shares<br> issued Treasury<br> shares Share<br> capital Additional<br> paid in<br> capital Accumulated<br> deficit Total
Balance as of January 1, 2024 7,878,501 $ (119,536 ) $ (* $ 17,916,149 $ (10,902,123 ) $ 6,894,490
Share-based compensation - - 74,779 - 74,779
Net income - - - 131,797 131,797
Balance as of June 30, 2024 7,878,501 $ (119,536 ) $ (* $ 17,990,928 $ (10,770,326 ) $ 7,101,066
Number of<br> shares<br> issued Treasury<br> shares Share<br> capital Additional<br> paid in<br> capital Accumulated<br> deficit Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Balance as of January 1, 2023 7,999,216 *)- $ (* $ 17,789,380 $ (8,192,527 ) $ 9,596,853
Share-based compensation - - - 88,497 - 88,497
Repurchase of treasury shares (120,715 ) (119,536 ) - - - (119,536 )
Net loss - - - - (2,264,027 ) (2,264,027 )
Balance as of June 30, 2023 7,878,501 (119,536 ) $ (* $ 17,877,877 $ (10,456,554 ) $ 7,301,787
*) Less<br>than $1.
--- ---

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

  • 4 -

MARIS-TECH LTD.

STATEMENTS

OF CASH FLOWS

U.S.dollars

Six months ended<br> June 30,
2024 2023
Unaudited
Cash flows from operating activities:
Net income (loss) $ 131,797 $ (2,264,027 )
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation 38,162 28,981
Change is operating lease liabilities (19,701 ) (13,094 )
Share-based compensation 74,779 88,497
Decrease in accrued severance pay (42,944 ) (19,867 )
Decrease (increase) in trade receivables, net (768,249 ) 855,809
Increase in other receivables (20,120 ) (297,295 )
Decrease (increase) in inventories 83,927 (404,007 )
Decrease in trade payables (303,687 ) (407,759 )
Increase (decrease) in other current liabilities (159,056 ) 181,767
Net cash used in operating activities (985,092 ) (2,250,995 )
Cash flows from investing activities:
Proceeds from short-term deposits 125,959 4,000,000
Purchase of property, plant and equipment (174,571 ) (73,041 )
Net cash provided by (used in) investing activities (48,612 ) 3,926,959
Cash flows from financing activities:
Repurchase of treasury share - (119,536 )
Repayment of loan from related party (192,720 ) -
Net cash used in financing activities (192,720 ) (119,536 )
Increase (Decrease) in cash, cash equivalents and restricted deposit (1,226,424 ) 1,556,428
Cash, cash equivalents and restricted deposit at the beginning of the year 2,083,186 255,530
Cash, cash equivalents and restricted deposits at the end of the period $ 856,762 $ 1,811,958

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

  • 5 -

MARIS-TECH LTD.

STATEMENTS

OF CASH FLOWS

U.S.dollars

Six months ended<br> June 30,
2024 2023
Unaudited
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in the exchange for operating lease liabilities $ 68,967 -
Supplementary disclosure on cash flows:
Interest received $ 202,688 $ 124,536
Interest paid $ 195 $ 5,008

The following table provides a summary of cash, cash equivalents and restricted cash that constitute the total amounts shown in the statements of cash flows:

Six months ended
June 30, <br> 2024 June 30, <br> 2023
Cash and cash equivalents $ 817,610 $ 1,780,031
Long term restricted deposit 39,152 31,927
Cash, cash equivalents and restricted deposit $ 856,762 $ 1,811,958

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

  • 6 -

MARIS-TECH LTD.

NOTES TO INTERIM FINANCIAL STATEMENTS

U.S.dollars

NOTE1:- GENERAL
a*.* Introduction:
--- ---

Maris-Tech Ltd. (the “Company”) was incorporated in 2008, in Israel. The Company develops, designs, manufactures and markets high-end digital video and audio products and solutions, including artificial intelligence functionality, for the professional as well as the civilian and home security markets, defense and homeland 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”). The ordinary shares, no par value per share (the “Ordinary Shares”) and the warrants to purchase ordinary shares, issued as part of the IPO, 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, India and Switzerland

b. These<br> financial statements have been prepared in a condensed format as of June 30, 2024 and for<br> the six months then ended (“interim financial statements”). These financial statements<br> should be read in conjunction with the Company’s audited annual financial statements<br> as of December 31, 2023 and for the year then ended and accompanying notes (“annual<br> financial statements”).
c. Liquidity<br> and capital resources:
--- ---

The Company has experienced 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, preferred shares, warrants and long-term loans from related parties. As of June 30, 2024 and December 31, 2023, the Company had working capital of $6,961,644 and $7,264,319, respectively, an accumulated deficit of $10,770,326 and $10,902,123, respectively, and negative cash flow from operating activity of $985,092 and $2,250,995 for the six months ended June 30, 2024 and 2023, respectively.

  • 7 -

MARIS-TECH LTD.

NOTES TO INTERIM FINANCIAL STATEMENTS

U.S.dollars

NOTE1:- GENERAL (Cont.)

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 August 28, 2024, the date of issuance of these financial statements.

NOTE2:- SIGNIFICANT ACCOUNTING POLICIES
a. Basis of preparation of the interim financial statements:

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, and include the accounts of Maris-Tech Ltd.

The balance sheet as of December 31, 2023, was derived from the audited financial statements as of that date, but does not include all of the disclosures, including certain notes required by U.S. GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited financial statements should be read in conjunction with the audited financial statements and the related notes thereto as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 21, 2024.

In management’s opinion, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2024, the Company’s results of operations, shareholders’ equity and cash flows for the six months ended June 30, 2024 and 2023. The results for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any other future interim or annual period.

b. Significant Accounting Policies

The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023. There have been no significant changes to these policies during the six months ended June 30, 2024.

  • 8 -

MARIS-TECH LTD.

NOTES TO INTERIM FINANCIAL STATEMENTS

U.S.dollars

NOTE2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
c. Functional currency:
--- ---

A majority of the Company’s customer orders are indexed to United States dollars (“dollar” or “U.S. dollars”). In addition, a substantial portion of the Company’s purchase orders are indexed to the dollar. The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Accounting Standards Codification (ASC) No. 830 “Foreign Currency Matters”. All transaction gains and losses from the re-measured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate.

d. Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the allocation of transaction price among various performance obligations, the estimated benefit period of deferred contract acquisition costs, the allowance for credit losses, the fair value of acquired intangible assets and goodwill, the useful lives of acquired intangible assets and property and equipment, the incremental borrowing rate for operating leases, and the valuation of deferred tax assets and uncertain tax positions. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.

  • 9 -

MARIS-TECH LTD.

NOTES TO INTERIM FINANCIAL STATEMENTS

U.S.dollars

NOTE3:- REVENUES

Disaggregationof 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, 2024 and 2023:

Sixmonths ended
June 30,<br><br> 2024 June 30,<br><br> 2023
Sales of products $ 3,200,126 $ 473,853
Services and Non-recurring engineering and proof of concept contracts 210,132 -
$ 3,410,258 $ 473,853

The following table summarizes revenue by region based on the shipping address of customers:

Sixmonths ended
June 30,<br><br> 2024 Percentage<br><br> of Revenue June 30,<br><br> 2023 Percentage<br><br> of Revenue
Israel 3,300,771 96.8 % 204,001 43.1 %
England 85,832 2.5 % 72,692 15.3 %
United States 3,595 0.1 % 950 0.2 %
Rest of World 20,060 0.6 % 196,210 41.4 %
$ 3,410,258 100 % $ 473,853 100 %
NOTE4:- LEASES
--- ---

The Company is a party to three lease agreements for its facilities in Israel which expire in October 2024. The Company has the option to extend the agreements for additional periods until October 2027. In addition, the Company also leases vehicle under operating lease agreement, which expires in 2027.

Aggregate lease payments for the right of use assets over the remaining lease period as of June 30, 2024 are as follows:

Remaining of 2024 $ 81,548
2025 163,097
2026 163,097
2027 124,038
Total undiscounted cash flows $ 531,780
Less - imputed interest 41,047
Present value of operating lease liabilities $ 490,733
  • 10 -

MARIS-TECH LTD.

NOTES TO INTERIM FINANCIAL STATEMENTS

U.S.dollars

NOTE4:- LEASES (Cont.)

The weighted-average remaining lease terms and discount rates for all of operating leases were as follows as of June 30, 2024:

Weighted-average remaining lease term (years) 3.26
Weighted-average discount rate 5.51 %
NOTE5:- COMMITMENTS AND CONTINGENCIES
--- ---
a. Liens:
--- ---

The Company’s long-term restricted deposits in the amounts of $39,152 have been pledged as security in respect of guarantees granted to the Company’s landlords as part of the office lease agreement. Such deposit cannot be pledged to others or withdrawn without the consent of the lender.

  • 11 -

MARIS-TECH LTD.

NOTES TO INTERIM FINANCIAL STATEMENTS

U.S.dollars

NOTE6:- NET LOSS PER SHARE

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

Six months ended<br> June 30,
2024 2023
Basic net earnings (loss) per ordinary share:
Numerator:
Allocation of undistributed earnings $ 131,797 $ (2,264,027 )
Denominator:
Weighted average number of shares 7,878,501 7,938,525
Basic earnings (loss) per ordinary share $ 0.02 $ (0.29 )
Diluted net earnings (loss) per ordinary share:
Numerator:
Allocation of undistributed earnings $ 131,797 $ (2,264,027 )
Denominator:
Number of shares used in basic calculation 7,878,501 7,938,525
Effect of dilutive securities:
Weighted average effect of dilutive securities 67,823 -
Denominator for diluted earnings per ordinary share 7,946,324 7,938,525
Diluted earnings (loss) per ordinary share $ 0.02 $ (0.29 )
* After<br>deduction of the weighted number of shares resulting from the purchase of treasury shares
--- ---

The total weighted average number of shares related to outstanding options that have been excluded from the computation of diluted net loss per Ordinary Share due to their antidilutive effect was 15,515,579 and 5,681,287 for the six months ended June 30, 2024 and 2023, respectively.

NOTE7:- EQUITY
a. Share<br>capital:

As of June 30, 2024, the Company’s share capital was composed of 7,999,216 Ordinary Shares issued and 7,878,501 ordinary shares outstanding.

b. Treasury<br>shares:

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 $1,000,000 to repurchase its Ordinary Shares.

  • 12 -

MARIS-TECH LTD.

NOTES TO INTERIM FINANCIAL STATEMENTS

U.S.dollars

NOTE7:- EQUITY (Cont.)

The Repurchase Plan authorized 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.

On March 31, 2023, the Company completed the Repurchase Plan. The Company repurchased 120,715 Ordinary Shares in the total amount of $119,536, representing approximately 1.5% of its issued and outstanding Ordinary Shares, at an average price of $0.987 per Ordinary Share.

NOTE8:- 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 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.

  • 13 -

MARIS-TECH LTD.

NOTES TO INTERIM FINANCIAL STATEMENTS

U.S.dollars

NOTE8:- SHARE BASED COMPENSATION (Cont.)

Share-based compensation was recorded in the following items within the statements of operation:

Six months ended June 30,<br> <br>2024
Cost of revenues $ 12,201
Research and development, net 19,082
Sales and marketing 8,563
General and administrative 34,933
Total expenses $ 74,779

A summary of the share option activity for the six months ended June 30, 2024 is as follows:

Number of<br> options Weighted<br> average<br> exercise<br> price Weighted-<br> average<br> remaining<br> contractual<br> term<br> (in years) Aggregate<br> intrinsic<br> value

| Options outstanding as of December 31, 2023 | | 216,426 | $ | 1 | | 3.89 | $ | 0.04 |

| Granted | | 477,914 | | 1.06 | | | | |

| Forfeited | | 7,500 | | 1.06 | | | | | | Options outstanding as of June 30, 2024 | | 686,840 | $ | 1.04 | | 2.06 | $ | 0.44 | | Options exercisable as of June 30, 2024 | | 118,337 | $ | 1 | | 2.68 | $ | 0.48 |

On January 15, 2024, the Company granted warrants to purchase up to an aggregate of 20,000 Ordinary Shares, at an exercise price of $1.06 per share, to certain of the Company’s service providers.

As of June 30, 2024, unrecognized share-based compensation cost related to unvested share-based compensation awards was $407,114, which is expected to be recognized over a weighted-average period of 3.01 years.

  • 14 -

MARIS-TECH LTD.

NOTES TO INTERIM FINANCIAL STATEMENTS

U.S.dollars

NOTE9:- 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, 2024, the outstanding amount under the Loan Facility Agreement is $895,529. The loans were classified as long term liabilities in the amount of $317,405 and short term liabilities in the amount of $578,124.

On

March 3, 2021, the Company entered into a service agreement with Mr. Elad Kashi, a relative of Mr. Israel Bar, the Company’s Chief Executive Officer and a director of the Company, pursuant to which Mr. Kashi provides the Company with mechanical design services as requested by the Company in exchange for hourly compensation of NIS195 (approximately $54). Effective February 2022, the hourly rate under the agreement was increased to NIS350 (approximately $97). The amended terms of Mr. Kashi’s agreement were approved on March, 2024 by the Audit Committee and the board of directors, and subsequently approved and ratified by the Company’s shareholders at the Company’s 2024 annual general meeting of shareholders.

-

  • 15 -

Exhibit 99.2

MANAGEMENT’SDISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the Six MonthsEnded June 30, 2024

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, together with anticipated revenue from existing customers pursuant to existing purchase orders, as well as projected revenue from new customers, as of June 30, 2024, will be sufficient to fund our operations and satisfy our obligations for 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;
--- ---
● interpretations of current laws and the passages of future laws; and
● general market, political and economic conditions in the countries in which we operate including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East, such as the Israel-Hamas war.

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, 2023, 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 followingdiscussion and analysis in conjunction with our unaudited financial statements for the six months ended June 30, 2024 and notes thereto,and together with our audited financial statements for the year ended December 31, 2023 and notes thereto filed with the SEC as part ofour Annual Report.

Overview

We are a business-to-business, 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, and space markets.

Recent Developments

In March 2024, we entered into a collaboration with Renesas Electronics Corporation, or Renesas, one of the world’s largest semiconductor manufacturers, and were accepted into Renesas’ Preferred Partner Program. The collaboration and Preferred Partner status enables us to spearhead the advancement of edge computing solutions, aligning with both companies’ dedication to innovation across crucial markets.

In April 2024, we received a new order from a repeat customer, an existing defense industry company, for defense applications based on our advanced ‎Jupiter-Nano platform for $415,800.‎ The miniature and lightweight platform will feature multiple input raw video recording capabilities for armored vehicles. The ability to record raw video in the field will enhance deep learning capabilities primarily for AI-based situational awareness applications. We expect to deliver this order during 2024.

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In April 2024, we also received a new order from a repeat customer, another existing customer in the defense industry, for a customized product based on our Mars platform technology for $110,000. We will develop a novel, miniaturized, low-power system with narrow-band wireless communication designed for intelligence gathering and other defense applications. We expect to complete the development of the product by the end of 2024.

In June 2024, we received an order for $225,000 from Aero Sol, a leading military drone manufacturer, for a new video payload solution for drone platform based on Maris-Tech’s Uranus technology. The product is a miniature, lightweight, low-power, and mechanically ‎robust solution supporting 4K Ultra High-Definition camera, enabling autopilot control and AI ‎applications.‎ We expect to deliver this order during the fourth quarter of 2024.

In June 2024, we also received a repeat order of approximately $957,000 for a customized solution that provides armored and autonomous vehicles with enhanced situational awareness. This was the third order for this unique solution from the same customer, and it is expected to be delivered by the end of 2024. Total orders for this innovative, customized system from this customer have accumulated to approximately $2.2 million.

In June 2024, we also announced our collaboration with LightPath, a recognized leader in optics and photonics solutions. As part of the collaboration, we will integrate our firmware and hardware to support AI algorithms embedded in LightPath’s infrared cameras. We expect to complete the integration by the end of 2024.

In July 2024, we announced the launch of the Uranus-based Diamond System, an innovative 360° 3D situational awareness solution specifically designed for Armored Fighting Vehicles. This advanced product aims to enhance situational awareness and early threat detection capabilities. The Diamond System will be available for purchase in October 2024.

In August 2024, we received a $700,000 order from a valued repeat customer for the development and production of a new system with AI-enabled video distribution capabilities, specially designed for armored vehicles. The order is expected to be delivered in tranches during 2024 to 2027.

Comparison of the Period Ended June 30,2024 and 2023

Results of Operations

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

Period Ended June 30,
U.S. dollars 2024 2023
Revenues $ 3,410,258 $ 473,853
Cost of revenues $ 1,476,693 $ 644,480
Gross profit (loss) $ 1,933,565 $ (170,627 )
Research and development expenses, net $ 348,902 $ 441,015
Sales and marketing $ 415,627 $ 317,729
General and administrative $ 1,120,695 $ 1,496,137
Profit (loss) from operations $ 48,341 $ (2,425,508 )
Financial income, net $ 83,456 $ 161,481
Net Income (loss) $ 131,797 $ (2,264,027 )

Revenues

Our revenues for the period ended June 30, 2024 were $3,410,258, representing an increase of $2,936,405, or 620%, compared to $473,853 for the period ended June 30, 2023. The increase is primarily attributable to an increase in sales of our new and unique situational awareness solution products for armored vehicles for the defense market.

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Cost of Revenues

Our cost of revenues for the period ended June 30, 2024 was $1,476,693, representing an increase of $832,213 or 129%, compared to $644,480 for the period ended June 30, 2023. The increase was primarily due to the increase in sales of our products to the defense market.

Gross Profit (loss)

Our gross profit for the period ended June 30, 2024 was $1,933,565, representing a gross profit rate of 56.7% compared to a loss of $170,627 for the period ended June 30, 2023. The increase in our gross profit was primarily due to the substantial increase in our sales, while our fixed costs associated with the cost of sales remained approximately the same.

Research and DevelopmentExpenses, net

Our research and development expenses, net for the period ended June 30, 2024 were $348,902, representing a decrease of $92,113, or 21%, compared to $441,015 for the period ended June 30, 2023. The decrease was primarily attributable to funds received from the Israeli Innovation Authority to support our research and development expenses.

Sales and MarketingExpenses

Our sales and marketing expenses were $415,627 for the period ended June 30, 2024, an increase of $97,898, or 31%, compared to $317,729 for the period ended June 30, 2023. The increase was primarily attributable to an increase in expenses related to our sales and market activities in the defense field.

General and AdministrativeExpenses

Our general and administrative expenses were $1,120,695 for the period ended June 30, 2024, a decrease of $375,442, or 25%, compared to $1,496,137 for the period ended June 30, 2023. The decrease was primarily attributable to a decrease in costs associated with professional services and an allowance for doubtful accounts.

Operating Profit (Loss)

As a result of the foregoing, our operating profit for the period ended June 30, 2024 was $48,341, compared to an operating loss of $2,425,508 for the period ended June 30, 2023.

Financial Expenseand Income

Financial expense and income consist of bank fees and other transactional costs, exchange rate differences and interest on our bank deposits.

We recognized net financial income of $83,456 for the period ended June 30, 2024, compared to net financial income of $161,481 for the period ended June 30, 2023. The decrease was primarily attributable to a decrease in interest payments received on our bank deposits and exchange rate fluctuations.

Net Income (Loss)

As a result of the foregoing, our net income for the period ended June 30, 2024 was $131,797, compared to net loss of $2,264,027 for the period ended June 30, 2023.

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Liquidity and CapitalResources

Overview

Since our inception we have funded our operations principally from bank loans, issuance of ordinary shares, no par value per share, or Ordinary Shares, preferred shares, warrants, credit lines and long-term loans from banks and shareholders.

As of June 30, 2024 and December 31, 2023, we had working capital of $6,961,644 and $7,264,319, respectively, an accumulated deficit of 10,770,326 and $10,902,123, respectively, and negative cash flow from operating activity of $859,133 and $2,250,995 for the six months ended June 30, 2024 and 2023, respectively. If we are unable to successfully commercialize our product candidates 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 June 30, 2024 and August 28, 2024 was approximately $10,000,000 and $10,500,000, respectively, part of which is expected to be delivered and be recognized as revenues by the end of 2024, and the remainder during 2025 to 2027. Our backlog increased significantly compared to previous years primarily due to new orders from customers in the fields of smart cities, defense and HLS. 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. The backlog consists of executed purchase orders from new customers and existing customers with which we have had long-standing relationships and from governmental agencies. The increase in backlog and sales is a result in the Company’s products reaching maturity and validation among our customers. Our management estimates that such sales will continue 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 on Form 20-F for the year ended December 31, 2023, or Annual Report, for further information).

As of June 30, 2024, our cash and cash equivalents and our short-term bank deposit were $3,840,397. We expect that our existing cash and cash equivalents and our short-term bank deposit as of June 30, 2024, together with anticipated revenue from existing customers pursuant to existing purchase orders, as well as projected revenue from new customers, 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;
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● the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property<br>rights;
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● the potential costs of contracting with third parties to provide marketing and distribution services for<br>us or for building such capacities internally; and
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● the magnitude of our general and administrative expenses.
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The table below summarizes our cash flows for the periods indicated.

For the period Ended <br> June 30,
U.S. dollars 2024 2023
Net cash used in operating activities $ (985,092 ) $ (2,250,995 )
Net cash provided by (used in) investing activities (48,612 ) 3,929,959
Net cash used in financing activities (192,720 ) (119,536 )
Increase (Decrease) in cash, cash equivalents and restricted deposit $ (1,226,424 ) $ 1,556,428 
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Operating Activities

Cash used in operating activities mainly consists of our net income (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 $985,092 during the period ended June 30, 2024, compared to net cash used in operating activities of $2,250,995 for the period ended June 30, 2023. The decrease in net cash used in operating activities was primarily attributable to a net income of $131,797 for the period ended June 30, 2024, compared to a net loss of 2,264,027 for the period ended June 30, 2024 and an increase of $768,249 in trade receivables, net for the period ended June 30, 2024, compared to a decrease of $855,809 in trade receivables, net for the period ended June 30, 3023.

Investing Activities

Net cash used for investing activities was $48,612 for the period ended June 30, 2024, as compared to net cash provided in investing activities of $3,929,959 for the period ended June 30, 2023. The decrease was primarily due to the fact that we did not utilize our short bank deposits during the period ended June 30, 2024.

Financing Activities

Net cash used for financing activities was $192,720 for the period ended June 30, 2024, as compared to $119,536 for the period ended June 30, 2023. The increase was primarily attributable to the repayment of certain related party loans.

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.

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. 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 Mr. Bar and Mr. Gottlieb. The total outstanding amount under the Loan Facility Agreement after giving effect to the Amendment was NIS 3,480,306 (approximately $1,088,250). As of June 30, 2024, the outstanding amount due under the Loan Facility Agreement to Mr. Bar was $578,159 and to Mr. Gottlieb was $317,370.

Except for standard operating leases, we have not engaged in any off-balance sheet arrangements, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or variable interest entities.

We do not believe that off-balance sheet arrangements and commitments are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical AccountingEstimates

We describe our significant accounting policies more fully in Note 2 to our unaudited financial statements for the six months ended June 30, 2024. We believe that the accounting policies described below and in Note 2 to our financial statements are critical in order to fully understand and evaluate our financial condition and results of operations.

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 financial statements for the six months ended June 30, 2024.

This 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.

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