UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 February 2022
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 ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
On February 4, 2022, Maris-Tech
Ltd. (the “Company”) closed its initial public offering (“IPO”) of (i) 3,690,477 units (“Units”),
each consisting of one ordinary share, no par value (“Ordinary Shares”), and one warrant to purchase one Ordinary Share (“Warrants”),
and (ii) 10,000 pre-funded units (“Pre-Funded Units), each consisting of one pre-funded warrant (“Pre-Funded Warrants”)
to purchase 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, pursuant to the Company’s registration statement
on Form F-1 (File No. 333-260670) originally filed with the Securities and Exchange Commission (the “SEC”) on November 1,
2021, which was declared effective by the SEC on February 1, 2022. The Units were sold at an initial public offering price of $4.20 per
Unit and the Pre-Funded Units were sold at an initial public offering 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 4,244,048 Warrants and received aggregate gross proceeds of approximately $17.8
million, before deducting underwriting discounts and commissions and before offering expenses. Aegis Capital Corp. served as sole book-running
manager for the IPO, which was conducted on a firm commitment basis. 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.
The Company issued press
releases announcing the pricing and closing of the IPO on February 1, 2022 and February 4, 2022, respectively. Copies of the press releases
are furnished herewith as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.
In connection with the IPO,
on February 2, 2022, the Company filed with the Israeli Companies Registrar an amendment to its articles of association to increase the
authorized registered share capital of the Company to 98,750,000 Ordinary Shares and 1,250,000 preferred shares effective immediately.
In addition, upon the consummation of the IPO, all of the 489,812 preferred shares of the Company then issued and outstanding were automatically
converted into 489,812 Ordinary Shares and, in connection therewith, pursuant to the articles of association and Israeli law, the authorized
preferred shares were similarly converted into authorized Ordinary Shares. Following such conversion, the authorized registered share
capital of the Company was automatically increased to 100,000,000 Ordinary Shares to give effect to such conversion. A copy of the Company’s
articles of association in effect immediately following the consummation of the IPO and giving effect to the amendment and subsequent
conversion of the preferred shares is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
EXHIBIT INDEX
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.
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Maris-Tech Ltd.
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Date: February 4, 2022
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By:
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/s/ Israel
Bar
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Israel Bar
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Chief Executive Officer
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3
Exhibit 3.1
THE COMPANIES LAW, 1999
ARTICLES OF ASSOCIATION
Maris-Tech Ltd.
Israeli company number 51-413573-0
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1.
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Name, Purpose, Limited Liability, Capital and Restrictions on Shares
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1
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2.
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Definitions and Construction
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2
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2.1
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“Articles”
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2
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2.2
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“Board of Directors”
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2
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2.3
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“Company”
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2
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2.4
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“Director”
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2
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2.5
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“General Meeting”
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2
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2.6
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“Ordinary Share”
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2
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2.7
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“Shareholder”
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2
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3.
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General Meetings
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2
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4.
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Board of Directors
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3
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4.1
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Appointment of Directors
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3
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4.3
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Meeting of the Board of Directors
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4
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4.4
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Meeting of the Board of Directors by Conference Call
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4
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4.5
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Resolutions of Board of Directors in Writing
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4
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1.
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Indemnity and Insurance
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4
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6.
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Auditor and Legal Counsel
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4
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1. Name,
Purpose, Limited Liability, Capital and Restrictions on Shares
1.1 Name
The name of Company shall be Maris-Tech Ltd.,
(“no׳2 pv-o^״in Hebrew “o)
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1.2 Purpose
The purpose of Company is to carry on any legal activity.
1.3 Limited
Liability
The liability of the Shareholders to
the debts of Company shall be limited in such way that the Shareholders will be liable to pay only the consideration they obligated to
pay for the shares held by them and not yet paid.
1.4 Capital
of Company and Restrictions on Shares
1.4.1 The registered share capital of Company is
100,000,000 ordinary shares
2. Definitions
and Construction
In these Articles, unless the context
otherwise requires, the expressions defined below shall have the meaning so defined; the expressions defined in the Companies Law -1999
and not herein defined, shall have the meaning defined in the Companies law; words importing the singular shall include the plural and
vice versa, words referring to non-corporate persons shall include corporate entities; and range of numbers shall include the last
number within the relevant range. The captions in these Articles shall not be taken into account in the construction thereof. The term
“including” shall mean including without limitation.
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2.1
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“Articles”
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shall mean these articles of association of Company.
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2.2
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“Board of Directors”
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shall mean the board of directors of Company.
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2.3
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“Company”
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shall mean the company named above.
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2.4
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“Director”
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shall mean a member of the Board of Directors.
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2.5
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“General Meeting”
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shall mean the general meeting of the shareholders of Company.
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2.6
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“Ordinary Share”
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shall mean Ordinary Share of Company.
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2.7
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“Shareholder”
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shall mean any registered or beneficial holder of shares in Company.
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3. General
Meetings
A representative of the legal counsel
of Company shall be present at any General Meeting throughout the meeting.
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3.1
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General
Meeting by Conference Call
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Any one or more persons entitled to attend
a General Meeting may participate in such a meeting by means of conference telephone or video call or similar communications equipment
by which all persons participating in the meeting can hear each other simultaneously, and participation in a meeting by such means shall
constitute presence in person at such meeting. The situs of such meeting shall be the situs of the person initiating the call.
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3.2
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Chairperson
of the General Meeting
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The chairperson of the General Meeting
shall be the chairperson of the Board of Directors. Until such appointment, or if the chairperson is not present at the General Meeting
within 15 minutes of the time stipulated therefore, the Shareholders present at a General Meeting shall choose someone of their number
to be chairman. The office of Chairman shall not entitle the holder thereof to an additional or casting vote.
4. Board
of Directors
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4.1
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Appointment
of Directors
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4.1.1
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The Board of Directors shall consist of up to
10 directors chosen by the General Meeting, and no less than 3 directors.
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4.2
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Election
and Removal of Directors
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4.2.1
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Directors shall be elected by the General Meeting
and (unless appointed for a shorter term) shall serve in office until the third Annual General Meeting after the General Meeting in which
such Director was appointed, in which such later Annual General Meeting the Directors will be brought for re-election (or replacement)
pursuant to this Article 4.2.
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4.2.2
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Notwithstanding Article 4.2.1 above, in each
Annual General Meeting, only one Director whose service term lapsed (as set forth under Article 4.2.1 above) will be deemed retired and
the end of such Annual General Meeting and brought for re-election, and all other Directors whose service term lapsed shall be deemed
to have been re-elected for a term until the next Annual General Meeting. The Director whom is to be retired and re-elected (a “Nominee”)
shall be the Director that served the longest period since its appointment or last re-election or, if more than one Director served the
longest time (or if a director who is not to be re-elected agrees to be re-elected), the Board of Directors meeting which sets the date
and agenda for the Annual General Meeting the Board of Directors (acting by a simple majority) will decide which of such Directors will
be brought for re-election at the relevant General Meeting.
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4.2.3
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Notwithstanding anything to the contrary in these
Articles, the election, qualification, removal or dismissal of External Directors shall be only in accordance with the applicable provisions
set forth in the Companies Law.
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4.2.4
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the term of office of a Director shall commence
as of the date of his appointment or election, or on a later date if so specified in his appointment or election.
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4.2.5
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A Director may serve for multiple terms, provided,
however, that the terms of an External Director shall be limited in accordance with applicable law.
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4.3
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Meeting
of the Board of Directors
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The Directors may meet for the purpose
of conducting Company’s business, adjourn their meetings and otherwise regulate them as they deem fit. A quorum for the holding of a meeting
of the Board of Directors and for any decision in such meeting shall be constituted by a majority of the Directors and a representative
of the legal counsel of Company.
If a quorum is not present within half
an hour from the time appointed for a meeting, the meeting shall be cancelled and automatically postponed for 3 business days in Israel,
to the same time and place. At such postponed meeting matters for which the first meeting was called shall be discussed, regardless of
the number of Directors present in person or by proxy.
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4.4
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Meeting
of the Board of Directors by Conference Call
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Any one or more persons entitled to attend
a Board of Directors meeting may participate in such a meeting by means of conference telephone or similar communications equipment by
which all persons participating in the meeting can hear each other simultaneously, and participation in a meeting by such means shall
constitute presence in person at such meeting. The situs of such meeting shall be the situs of the person initiating the call.
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4.5
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Resolutions
of Board of Directors in Writing
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A resolution in writing signed by a representative
of the legal counsel of Company and all Directors then in office or to which all such Directors have given their consent (by letter, e-mail,
facsimile or otherwise) shall be deemed to have been adopted by a meeting of the Board of Directors duly convened and held. The situs
of such meeting shall be the situs stipulated in the resolution.
5. Indemnity
and Insurance
Subject to the provisions of any applicable law:
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5.1
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Company shall be entitled to exempt, in advance,
any of its office holders, from any liability, in whole or in part, with respect to damage resulting from breach of duty of care towards
Company.
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5.2
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Company shall be entitled to indemnify and/or
enter into a contract for the insurance of its office holders, in whole or in part, against liabilities or expenses, imposed on them due
to an act that they performed by virtue of their being an office holder of Company.
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6. Auditor
and Legal Counsel
The General Meeting may appoint an auditor
for an extended period that will in no event exceed the end of the third annual General Meeting after the General Meeting in which such
auditor was appointed.
-4-
Exhibit 99.1
Maris-Tech
Ltd. Announces Pricing of $15.5 Million Initial Public Offering
Rehovot, Israel
/ February 1, 2022/ - Maris-Tech Ltd. (the “Company”), a B2B provider of intelligent video transmission technology, today
announced the pricing of its initial public offering of 3,700,477 common units and pre-funded units. Each common unit is being offered
at a public offering price per common unit of $4.20 and consists of one ordinary share and one warrant to purchase one ordinary share,
with an initial exercise price of $5.25 per share. Each pre-funded unit is offered at a public offering price per pre-funded unit of $4.199
and consists of one pre-funded warrant to purchase one ordinary share, with an initial exercise price of $0.001 per share, and one warrant
to purchase one ordinary share, with an initial exercise price of $5.25 per share. The gross proceeds of the offering are expected to
be approximately $15.5 million before deducting underwriting discounts and commissions and offering expenses. The offering is expected
to close on February 4, 2022, subject to satisfaction of customary closing conditions.
In addition, the Company
has granted Aegis Capital Corp. (“Aegis”) a 45-day option to purchase up to such number of additional ordinary shares and/or
pre-funded warrants, and/or common warrants, or any combination thereof, equal to 15% of number of units sold in the offering solely to
cover over-allotments, if any. The purchase price to be paid per additional ordinary share or pre-funded warrant will be equal to the
public offering price of one common unit or pre-funded unit (in each case, less $0.001 allocated to the warrants), as applicable, less
the underwriting discount. The purchase price to be paid per additional warrant will be $0.001. If Aegis exercises the option to purchase
only such warrants, additional proceeds will be nominal. If Aegis exercises the option in full for ordinary shares and/or pre-funded warrants,
the total gross proceeds of the offering including overallotment are expected to be approximately $17.8 million before deducting underwriting
discounts and commissions and offering expenses.
The ordinary shares
and common warrants are expected to begin trading on The Nasdaq Capital Market on February 2, 2022, under the symbols “MTEK”
and “MTEKW”, respectively.
Aegis Capital Corp.
is acting as the sole book-running manager for the offering.
A registration statement
on Form F-1 (No. 333-260670) relating to the securities being sold in this offering was declared effective by the Securities and Exchange
Commission (the “SEC”) on February 1, 2022. The offering is being made only by means of a prospectus. Copies of the final prospectus
may be obtained, when available, on the SEC’s website, www.sec.gov, or by contacting Aegis Capital Corp., Attention: Syndicate Department,
810 7th Avenue, 18th Floor, New York, NY 10019, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010.
This press release
shall not constitute an offer to sell, or a solicitation of an offer to buy these securities, nor shall there be any sale of, these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction
About Maris-Tech
Ltd.
Maris-Tech is a B2B provider
of intelligent video transmission technology, founded by veterans of the Israel technology sector with extensive electrical engineering
and imaging experience. Our products are designed to meet the growing demands of commercial and tactical applications, delivering high-performance,
compact, low power and low latency solutions to companies worldwide, including leading electro-optical payload, RF datalink and unmanned
platform manufacturers as well as defense, HLS, and communication companies. For more information, visit https://www.maris-tech.com/.
Forward-Looking
Statement Disclaimer
This press release
contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those
sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations,
can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,”
“could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate”
or other comparable terms. All statements other than statements of historical facts included in this press release regarding our strategies,
prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Forward-looking statements are
neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions
regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may
differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking
statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in
the forward-looking statements include, among others, the following: our ability to close the offering of the securities; our ability
to successfully market our products and services; the acceptance of our products and services by customers; our continued ability to pay
operating costs and ability to meet demand for our products and services; the amount and nature of competition from other security and
telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new
products and services; our success establishing and maintaining collaborative, strategic alliance agreements, licensing and supplier arrangements;
our ability to comply with applicable regulations; and the other risks and uncertainties described in the Registration Statement and our
other filings with the SEC. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that
may be made from time to time, whether as a result of new information, future developments or otherwise.
Exhibit 99.2
Maris-Tech Ltd. Announces
Closing of $17.8 Million
Initial Public Offering with Simultaneous Exercise
of the Over-Allotment
Rehovot, Israel
/ February 4, 2022/ - Maris-Tech Ltd. (the “Company”), a B2B provider of intelligent video transmission technology, today
announced the closing of its initial public offering, and the simultaneous closing of a portion of the over-allotment option, for aggregate
gross proceeds to the Company of approximately $17.8 million, before deducting underwriting discounts and commissions and offering expenses.
The Company issued 3,690,477 common units at a public offering price per common unit of $4.20 and 10,000 pre-funded units at a public
offering price per pre-funded unit of $4.199 in the offering and 65,247 ordinary shares, 543,571 common warrants and 478,324 pre-funded
warrants to purchase one ordinary share pursuant to the exercise of the over-allotment option. Each common unit consists of one ordinary
share and one warrant to purchase one ordinary share, with an initial exercise price of $5.25 per share. Each pre-funded unit consists
of one pre-funded warrant to purchase one ordinary share, with an initial exercise price of $0.001 per share, and one warrant to purchase
one ordinary share, with an initial exercise price of $5.25 per share.
The ordinary shares
and warrants began trading on the Nasdaq Capital Market under the ticker symbols, “MTEK” and “MTEKW”, respectively,
on February 2, 2022.
Aegis Capital Corp.
acted as the sole book-running manager for the offering.
A registration statement
on Form F-1 (No. 333-260670) relating to the securities being sold in this offering was declared effective by the Securities and Exchange
Commission (the “SEC”) on February 1, 2022. The offering was made only by means of a prospectus. Copies of the final prospectus
may be obtained on the SEC’s website, www.sec.gov, or by contacting Aegis Capital Corp., Attention: Syndicate Department, 810 7th Avenue,
18th Floor, New York, NY 10019, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010.
This press release
shall not constitute an offer to sell, or a solicitation of an offer to buy these securities, nor shall there be any sale of, these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction
About Maris-Tech
Ltd.
Maris-Tech is a B2B
provider of intelligent video transmission technology, founded by veterans of the Israel technology sector with extensive electrical engineering
and imaging experience. Our products are designed to meet the growing demands of commercial and tactical applications, delivering high-performance,
compact, low power and low latency solutions to companies worldwide, including leading electro-optical payload, RF datalink and unmanned
platform manufacturers as well as defense, HLS, and communication companies. For more information, visit https://www.maris-tech.com/.
Forward-Looking
Statement Disclaimer
This press release
contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those
sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations,
can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,”
“could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate”
or other comparable terms. All statements other than statements of historical facts included in this press release regarding our strategies,
prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Forward-looking statements are
neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions
regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may
differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking
statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in
the forward-looking statements include, among others, the following: our ability to successfully market our products and services; the
acceptance of our products and services by customers; our continued ability to pay operating costs and ability to meet demand for our
products and services; the amount and nature of competition from other security and telecom products and services; the effects of changes
in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our success establishing and
maintaining collaborative, strategic alliance agreements, licensing and supplier arrangements; our ability to comply with applicable regulations;
and the other risks and uncertainties described in the Registration Statement and our other filings with the SEC. We undertake no obligation
to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise.
Investor Relations:
Dave Gentry, CEO
RedChip Companies
dave@redchip.com
1-800-733-2447