Maris Tech Ltd 6-K, filed Aug 17, 2023
Maris Tech Ltd. (MTEK)
About this 6-K
Maris Tech Ltd filed this 6-K on August 17, 2023.
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 2023
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
Repricing of the Exercise Price of Existing Options
On May 15, 2023, the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of Maris-Tech Ltd. (the “Company”), approved and recommended that the Company’s shareholders to approve, the repricing of the exercise price of 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”). On June 28, 2023, the Company’s shareholders approved the Repricing and the Repricing was completed in July 2023.
Additional details concerning the Repricing were provided previously by the Company in its Tender Offer/Rights Offering Notification Form on Form CB (File No. 005-93655) (including in the “Repricing Notice to Option Holders” attached as Exhibit 99.1 thereto) and Appointment of Agent for Service of Process and Undertaking on Form F-X (File No. 005-93655) filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2023) and in the Company’s Report of Foreign Private Issuer on Form 6-K that it filed with the SEC on May 24, 2023 (including in the “Notice of Meeting, Proxy Statement and Proxy Card for the Annual and Special General Meeting of Shareholders to be held on June 28, 2023” attached as Exhibit 99.1 thereto).
Increase in the Number of Ordinary Shares Reserved for Issuance under the Company’s Share Option Plan
On May 15, 2023, the Board approved an increase in the number of ordinary shares of te Company reserved for issuance under the Company’s 2021 Share Option Plan (the “Share Option Plan”) by 491,500 from 308,500 to 800,000 (the “Share Option Increase”). The First Amendment to the Share Option Plan, giving effect to the Share Option Increase is attached hereto as Exhibit 10.1.
This Report of Foreign Private Issuer on Form 6-K, including its exhibit, is incorporated by reference into the Company’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 SEC, 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 No. | ||
| 10.1 | First Amendment to Maris-Tech Ltd. 2021 Share Option Plan. |
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 17, 2023 | By: | /s/ Israel Bar |
| Israel Bar | ||
| Chief Executive Officer | ||
2
Exhibit 10.1
First Amendment to Maris-Tech Ltd. 2021 Share Option Plan
This First Amendment (this “Amendment”) to the 2021 Share Option Plan (the “Plan”) of Maris-Tech Ltd., an Israeli company, hereby amends the Plan as follows:
| 1. | Section 6.1 of the Plan is hereby amended and restated as follows: |
“Subject to adjustments as set forth in Section 8, Options to purchase up to 800,000 ordinary shares of the Company (the “Shares”) may be issued under the ESOP. Notwithstanding the aforesaid, in the event that any outstanding options to purchase Ordinary Shares of the Company granted hereunder shall for any reason expire or be canceled prior to its exercise or relinquishment in full, such number of expired or terminated options shall automatically increase the number of Shares available for allocation hereunder, and such increase shall not be deemed as amendment to this Plan. The Shares shall bear such rights and restrictions as set forth under the Company’s Articles of Association, as currently in effect and as may from time to time be amended or replaced in accordance with the Companies Law, 5759-1999 (“Companies Law”), without the consent of any Optionee (notwithstanding anything else here to the contrary). Any of such Shares which may remain unissued and which are not subject to outstanding Options at the termination of the ESOP shall cease to be reserved for the purpose of the ESOP, but until termination of the ESOP the Company shall at all times reserve a sufficient number of Shares to meet the requirements of the ESOP. Should any Option for any reason expire or be canceled prior to its exercise or relinquishment in full, the Shares therefore subject to such Option may again be subjected to an Option under the ESOP.”
| 2. | This Amendment shall be effective as of May 15, 2023. |
| 3. | Except as amended hereby, the Plan shall remain in full force and effect. |