POS AM 1 maristechposam082826.htm POS AM

As filed with the Securities and Exchange Commission on September 2, 2026

Registration No. 333-260670

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Post-Effective Amendment No. 10
to
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MARIS-TECH LTD.

(Exact name of registrant as specified in its charter)

State of Israel		7373		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Israel Bar Chief Executive Officer 2 Yitzhak Modai Street Rehovot, Israel 7608804 Tel: +972.72.2424022		Puglisi & Associates 850 Library Ave., Suite 204 Newark, DE 19711 Tel: 302.738.6680
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Oded Har-Even, Esq.
Angela Gomes, Esq.

Ilana Neck Levin, Esq.
Sullivan & Worcester LLP
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 660-5003

Reut Alfiah, Adv.

Gal Cohen, Adv.

Sullivan & Worcester Tel-Aviv

(Har-Even & Co.)

28 HaArba’a St. HaArba’a Towers,

North Tower, 14^th Floor

Tel-Aviv, Israel 6473925

Tel: +972.74.758.0480

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Explanatory Note

This Post-Effective Amendment No. 10, or this Post-Effective Amendment, to the Registration Statement on Form F-1 (File No. 333-260670), or the Registration Statement, is being filed by Maris-Tech Ltd., or the Company, we, us or our, pursuant to our undertaking in the Registration Statement to update and supplement information contained in the Registration Statement, as originally declared effective by the Securities and Exchange Commission, or the SEC, on February 1, 2022, and as amended pursuant to the Post-Effective Amendment No. 1 to the Registration Statement declared effective by the SEC on May 31, 2022, the Post-Effective Amendment No. 2 to the Registration Statement declared effective by the SEC on September 23, 2022, Post-Effective Amendment No. 3 to the Registration Statement declared effective by the SEC on April 5, 2022, the Post-Effective Amendment No. 4 to the Registration Statement declared effective by the SEC on September 29, 2023, the Post-Effective Amendment No. 5 to the Registration Statement declared effective by the SEC on March 26, 2024, the Post-Effective Amendment No. 6 to the Registration Statement declared effective by the SEC on August 30, 2024, the Post-Effective Amendment No. 7 to the Registration Statement declared effective by the SEC on March 31, 2025, the Post-Effective Amendment No. 8 to the Registration Statement declared effective by the SEC on September 29, 2025, and the Post-Effective Amendment No. 9 to the Registration Statement declared effective by the SEC on May 18, 2026, to incorporate by reference our interim condensed consolidated financial statements, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, as of and for the six months ended June 30, 2026. The Registration Statement originally covered a primary offering of (A) 3,690,477 units consisting of (i) one ordinary share, no par value per share, or Ordinary Share, of the Company and (ii) one warrant, or Common Warrant, to purchase one Ordinary Share, (B) 10,000 pre-funded units each consisting of (i) one pre-funded warrant to purchase one Ordinary Share, or Pre-Funded Warrant, and (ii) one Common Warrant, (C) warrants issued to Aegis Capital Corp., or the Representative, to purchase up to 185,023 Ordinary Shares, or the Representative’s Warrants, and (D) up to 555,071 additional Ordinary Shares and/or Pre-Funded Warrants and/or Common Warrants to purchase up to an aggregate amount of 555,071 Ordinary Shares issuable to the Representative pursuant to its over-allotment option. This Post-Effective Amendment covers the sale of Ordinary Shares issuable from time to time upon exercise of such Common Warrants and Representative’s Warrants that remain unexercised as of the date hereof, or the Outstanding Warrants, and includes an updated prospectus related to the offer of the Ordinary Shares underlying the Outstanding Warrants.

The information included in this Post-Effective Amendment amends the Registration Statement and the prospectus incorporated therein. No additional securities are being registered under this Post-Effective Amendment. Accordingly, this Post-Effective Amendment concerns only the offer and sale of Ordinary Shares issuable from time to time upon exercise of the Outstanding Warrants. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 2, 2026

PROSPECTUS

Maris-Tech Ltd.

This prospectus relates to the issuance of up to 4,428,970 ordinary shares, no par value, or the Ordinary Shares, of Maris-Tech Ltd., or the Company, we, us or our, upon the exercise of the following warrants, or the Outstanding Warrants, issued as part of the Company’s initial public offering, or the Offering: (i) warrants, or the IPO Warrants, to purchase up to 4,243,947 Ordinary Shares, which are exercisable at an exercise price of $5.25 per Ordinary Share, and (ii) warrants, or the Representative’s Warrants, issued to Aegis Capital Corp., or the Representative, to purchase up to 185,023 Ordinary Shares, which are exercisable at an exercise price of $5.25 per Ordinary Share.

We refer to the Ordinary Shares, the warrants (including the Outstanding Warrants) issued in the Offering, and the Ordinary Shares issued or issuable upon exercise of the warrants, collectively, as the securities. See “Description of Share Capital” for more information.

Our Ordinary Shares and IPO Warrants are listed on the Nasdaq Capital Market, or Nasdaq, under the symbols “MTEK” and “MTEKW,” respectively. On September 1, 2026, the last reported sale price of our Ordinary Shares and IPO Warrants on Nasdaq was $1.1199 per Ordinary Share and $0.109 per Warrant.

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. Please carefully consider the risks discussed in this prospectus under “Risk Factors” beginning on page 4 and the “Risk Factors” in “Item 3. — Key Information — D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025, or the 2025 Annual Report, incorporated by reference in this prospectus for a discussion of the factors you should consider carefully before deciding to purchase these securities.

Neither the Securities and Exchange Commission, or the SEC, nor any state or other foreign securities commission has approved nor disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

		Page
Our COMPANY		1
The Offering		3
Risk Factors		4
Cautionary Note Regarding Forward-Looking Statements		5
Use of Proceeds		6
Capitalization		6
DILUTION		8
Description of Share Capital		9
Expenses		17
Legal Matters		17
Experts		17
Enforceability of Civil Liabilities		17
Where You Can Find Additional Information		18
Incorporation of Certain Information by Reference		19

You should rely only on the information contained in, or incorporated by reference to, this prospectus. We have not authorized anyone to provide you with information that is different. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities described in this prospectus. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, as well as information we have previously filed with the SEC, and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.

For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

In this prospectus, “we”, “us”, “our”, the “Company” and “Maris” refer to Maris-Tech Ltd.

All trademarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the ^® and ^™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars.

This prospectus includes statistical, market and industry data and forecasts which we obtained from publicly available information and independent industry publications and reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the information. Although we believe that these sources are reliable, we have not independently verified the information contained in such publications.

We report under generally accepted accounting principles in the United States, or U.S. GAAP, as issued by the Financial Accounting Standards Board, or the FASB.

Issuer		Maris-Tech Ltd.

Ordinary Shares currently outstanding		10,559,300 Ordinary Shares

Ordinary Shares offered by us		Up to 4,428,970 Ordinary Shares, upon the exercise of (i) IPO Warrants to purchase up to 4,243,947 Ordinary Shares, and (ii) Representative’s Warrants to purchase up to 185,023 Ordinary Shares.

Ordinary Shares to be outstanding assuming exercise of the Outstanding Warrants⁽¹⁾		14,988,270 Ordinary Shares

Description of the IPO Warrants		The IPO Warrants have a per share exercise price of $5.25, were exercisable immediately upon issuance and will expire on February 1, 2027. To better understand the terms of the IPO Warrants, you should carefully read the “Description of Share Capital” section of this prospectus. You should also read the form of Warrant, which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Description of the Representative’s Warrants		We issued to the Representative Representative’s Warrants, to purchase up to 185,023 Ordinary Shares. The Representative’s Warrants have an exercise price equal to $5.25, were exercisable beginning on August 1, 2022 and will expire on February 1, 2027.

Use of proceeds		We expect to receive net proceeds of approximately $23.25 million, after deducting estimated expenses payable by the Company, if the Outstanding Warrants are fully exercised. We currently expect to use the net proceeds from this offering for research and development of new technologies and existing products, marketing and sales efforts in new territories and working capital and general corporate purposes. See “Use of Proceeds.”

Risk factors		Investing in our securities involves a high degree of risk. You should read the “Risk Factors” section starting on page 4 of this prospectus, and “Item 3. — Key Information — D. Risk Factors” in our 2025 Annual Report, incorporated by reference herein, and other information included or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in the Ordinary Shares and IPO Warrants.

Listing		The Ordinary Shares and the IPO Warrants are listed on Nasdaq under the symbols “MTEK” and “MTEKW”, respectively.

	As of June 30, 2026
U.S. dollars in thousands	Actual (unaudited)			As Adjusted (unaudited)
Cash and cash equivalents	$	2,363,403			25,615,496
Total assets	$	7,891,024			31,143,117
Total liabilities	$	4,707,737			4,707,737
Ordinary Shares, no par value, 100,000,000 shares authorized; 10,680,015 shares issued and 10,559,300 shares outstanding, actual; and 15,108,985 shares issued and 14,998,270 shares outstanding, as adjusted
Share capital
Treasury shares		(119,536	)		(119,536	)
Additional paid in capital	$	23,664,744			46,916,837
Accumulated deficit	$	(20,361,921	)		(20,361,921	)
Total shareholders’ equity:	$	3,183,287			26,435,380

	●	2,035,776 Ordinary Shares issuable upon the exercise of pre-funded warrants, with an exercise price of $0.0001 per Ordinary Share, issued in connection with the conversion of our convertible promissory notes; and

	●	177,143 Ordinary Shares reserved for future issuance under the 2021 Equity Incentive Plan.

Exercise price per Outstanding Warrant	$	5.25
Net tangible book value per Ordinary Share as of June 30, 2026	$	0.30
As adjusted net tangible book value per Ordinary Share, to give effect to the exercise of Outstanding Warrants in this offering	$	1.76
Increase in net tangible book value per Ordinary Share	$	1.46
Dilution per Ordinary Share to Outstanding Warrant holders purchasing Ordinary Shares in this offering	$	3.49
Percentage of dilution in net tangible book value per Ordinary Share for the Outstanding Warrant holders		66.41	%

SEC registration fee	$	4,417
Nasdaq listing fee	$	50,000
FINRA filing fee	$	3,774
Transfer agent fees and expenses	$	1,500
Printer fees and expenses	$	68,537
Legal fees and expenses	$	687,767
Accounting fees and expenses	$	460,232
Miscellaneous	$	35,380
Total	$	1,311,607

Exhibit Number		Exhibit Description
1.1**		Form of Underwriting Agreement.
3.1		Amended and Restated Articles of Association of Maris-Tech Ltd. (filed as Exhibit 99.1 to Form 6-K (File No. 001-41260) filed on April 1, 2022 and incorporated herein by reference).
4.1**		Form of IPO Warrant.
4.2**		Form of Warrant Agent Agreement.
4.3**		Form of Representative’s Warrant.
4.4		Form of Convertible Promissory Note, dated as of November 25, 2025 (filed as Exhibit 4.1 to Form 6-K (File No. 001-41260) filed on November 28, 2025 and incorporated herein by reference).
4.5		Form of Convertible Promissory Note, dated as of November 25, 2025 (filed as Exhibit 4.2 to Form 6-K (File No. 001-41260) filed on November 28, 2025 and incorporated herein by reference).
4.6		Form of Amendment No. 1 to Convertible Promissory Note, dated as of January 26, 2026, by and between Maris-Tech Ltd. and the holder party thereto (filed as Exhibit 4.1 to Form 6-K (File No. 001-41260) filed on January 26, 2026 and incorporated herein by reference).
4.7		Form of Pre-Funded Warrant (filed as Exhibit 4.2 to Form 6-K (File No. 001-41260) filed on January 26, 2026 and incorporated herein by reference).
4.8		Form of Pre-Funded Warrant (filed as Exhibit 4.1 Form 6-K (File No. 001-41260) filed on March 6, 2026 and incorporated herein by reference).
5.1**		Opinion of Afik & Co, Israeli counsel to Maris-Tech Ltd.
5.2**		Opinion of Sullivan & Worcester LLP, U.S. counsel to Maris-Tech Ltd.
10.1+		Form of Indemnification Agreement (filed as Exhibit 4.1 to Form 20-F (File No. 001-41260) filed on March 6, 2023 and incorporated herein by reference).
10.2+		Amended and Restated Maris-Tech Ltd. 2021 Equity Incentive Plan (filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-297307) filed on July 7, 2026 and incorporated herein by reference).
10.3		Loan Facility Agreement, dated May 9, 2021, by and between Maris-Tech Ltd., Israel Bar and Joseph Gottlieb (filed as Exhibit 10.6 to Form F-1 (File No. 333-260670) filed on November 15, 2021 and incorporated herein by reference).
10.4		Amendment No. 1 to Loan Facility Agreement, dated June 30, 2021, by and between Maris-Tech Ltd., Israel Bar and Joseph Gottlieb (filed as Exhibit 10.4 to Registration Statement on Form F-3 (File No. 333-270330) filed on March 7, 2023 and incorporated herein by reference).
10.5		Amendment No. 2 to Loan Facility Agreement, dated March 2, 2023, by and between Maris-Tech Ltd., Israel Bar and Joseph Gottlieb (filed as Exhibit 10.1 to Form 6-K (File No. 001-41260) filed on March 6, 2023 and incorporated herein by reference).

10.6		Amendment to Agreement for the Provision of Consulting and Advisory Services, dated November 1, 2021, by and between Maris-Tech Ltd., Alla Felder Ltd. and A. Klainer Finances Ltd. (filed as Exhibit 10.9 to Form F-1 (File No. 333-260670) filed on November 1, 2021 and incorporated herein by reference).
10.7		Compensation Policy for the Company’s Executive Officers and Directors (filed as Exhibit 99.1 to Form 6-K (File No. 001-41260) filed on June 27, 2022 and incorporated herein by reference).
10.8		Form of Note Purchase Agreement, dated as of November 25, 2025, by and between Maris-Tech Ltd. and the investor party thereto (filed as Exhibit 10.1 to Form 6-K (File No. 001-41260) filed on November 28, 2025 and incorporated herein by reference).
10.9		Form of Amendment No. 1 to Note Purchase Agreement, dated as of January 26, 2026, by and between Maris-Tech Ltd. and the investor party thereto (filed as Exhibit 10.1 to Form 6-K (File No. 001-41260) filed on January 26, 2026 and incorporated herein by reference).
10.10		Form of Securities Purchase Agreement, dated as of March 6, 2026, by and between Maris-Tech Ltd. and the investor party thereto (filed as Exhibit 10.1 to Form 6-K (File No. 001-41260) filed on March 6, 2026 and incorporated herein by reference).
10.11		Sales Agreement by and between Maris-Tech Ltd. and A.G.P./Alliance Global Partners, dated March 30, 2026 (filed as Exhibit 10.1 to Form 6-K (File No. 001-41260) filed on March 30, 2026 and incorporated herein by reference).
23.1*		Consent of Kost Forer Gabbay & Kasierer, independent registered public accounting firm and a member firm of EY Global.
23.2**		Consent of Afik & Co. (included in Exhibit 5.1).
23.3**		Consent of Sullivan & Worcester (included in Exhibit 5.2).
24.1**		Power of Attorney (included on signature page of the Registration Statement).

	Maris-Tech Ltd.

	By:	/s/ Israel Bar
		Israel Bar
		Chief Executive Officer

Signature	Title	Date

/s/ Israel Bar	Chief Executive Officer and Director	September 2, 2026
Israel Bar	(Principal Executive Officer)

*	Chief Financial Officer	September 2, 2026
Nir Bussy	(Principal Financial and Accounting Officer)

*	Chairman of the Board of Directors and Director	September 2, 2026
Amitay Weiss

*	Director	September 2, 2026
Isabela Marshak

*	Director	September 2, 2026
Naama Falach Avrahamy

/s/ Ofer Sela	Director	September 2, 2026
Ofer Sela

*By:	/s/ Israel Bar	September 2, 2026
Name:	Israel Bar
Title:	Attorney-in-fact