As
filed with the Securities and Exchange Commission on October 2, 2023
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MARIS-TECH
LTD.
(Exact
name of registrant as specified in its charter)
State
of Israel |
|
Not
applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
2
Yitzhak Modai Street, Rehovot, Israel 7608804
(Address
of Principal Executive Offices)
Maris-Tech
Ltd. 2021 Share Option Plan
(Full
title of the plan)
Puglisi
& Associates
850
Library Ave., Suite 204, Newark, DE 19711
Tel:
(302) 738-6680
(Name,
Address and Telephone Number of Agent for Service)
COPIES
TO:
Oded
Har-Even, Esq.
Angela
Gomes, Esq.
Sullivan
& Worcester LLP
1633
Broadway
New
York, NY 10019
Tel:
(212)-660-3000 |
Adv.
Reut Alfiah
Adv.
Gal Cohen
Sullivan
& Worcester Tel-Aviv (Har-Even & Co.)
28
HaArba’a St. HaArba’a Towers
North
Tower, 35th floor
Tel-Aviv,
Israel 6473925
Tel:
+972 74-758-0480 |
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☐ |
|
|
Emerging
growth company ☒ |
If
an emerging growth company, 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. ☐
EXPLANATORY
NOTE
On
February 22, 2022, Maris-Tech Ltd., or the Registrant, filed a Registration Statement on Form S-8 (File No. 333- 262910), or the Original
Registration Statement, with the U.S. Securities and Exchange Commission, or the Commission, to register an aggregate of 308,500 ordinary
shares, no par value per share, of the Registrant, or Ordinary Shares, that may be issued pursuant to the Maris-Tech Ltd. 2021 Share
Option Plan, or the Plan, as amended from time to time.
On
May 15, 2023, the Board of Directors of the Registrant approved an increase in the number of Ordinary Shares available for issuance under
the Plan by 491,500 from 308,500 to 800,000, or the Share Option Increase, and a First Amendment to the Share Option Plan, giving effect
to the Share Option Increase. The Registrant is filing this Registration Statement on Form S-8, or Registration Statement, with the Commission
to register the additional 491,500 Ordinary Shares available for issuance under the Plan.
Pursuant
to General Instruction E to Form S-8, the contents of the Original Registration Statement are incorporated herein by reference, except
for Item 3 and Item 8 of Part II of the Original Registration Statement, which are being updated by this Registration Statement.
PART
II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The
following documents filed by the Registrant, with the Commission, are incorporated by reference into this Registration Statement:
| (a) | The
Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022,
filed with the Commission on March 6, 2023; |
| (b) | The
Registrant’s Reports of Foreign Private Issuer on Form 6-K, or Reports on Form 6-K,
filed on January 11, 2023 (with respect to the first three, the fifth and sixth paragraphs
and the section titled “Forward-Looking Statement” in the press release attached
as Exhibit 99.1 to the Report on Form 6-K), January 13, 2023 (with respect to the first three
paragraphs and the section titled “Forward-Looking Statement” in the press release
attached as Exhibit 99.1 to the Report on Form 6-K) , January 20, 2023 (with respect to the
press release attached as Exhibit 99.1 to the Report on Form 6-K), February 3, 2023 (with
respect to the first two paragraphs and the section titled “Forward-Looking Statement”
in the press release attached as Exhibit 99.1 to the Report on Form 6-K), February 22, 2023
(with respect to the first three paragraphs and the section titled “Forward-Looking
Statement” in the press release attached as Exhibit 99.1 to the Report on Form 6-K),
March 2, 2023, March 3, 2023, March 6, 2023, March 6, 2023 (with respect to the first five
paragraphs and the sections titled “Year Ended 2022 and Recent Highlights,” “IPO
and Share Repurchase Plan” and “Forward-Looking Statements” in the press
release attached as Exhibit 99.1 to the Report on Form 6-K), March 22, 2023 (with respect
to the first four and the seventh paragraphs and the section titled “Forward-Looking
Statements” in the press release attached as Exhibit 99.1 to the Report on Form 6-K),
April 3, 2023 (with respect to the first three paragraphs and the section titled “Forward-Looking
Statements” in the press release attached as Exhibit 99.1 to the Report on Form 6-K),
April 4, 2023 (with respect to the first, third and fourth paragraphs and the section titled
“Forward-Looking Statements” in the press release attached as Exhibit 99.1 to
the Report on Form 6-K), April 28, 2023, May 9, 2023 (with respect to the first four paragraphs
and the section titled “Forward-Looking Statements” in the press release attached
as Exhibit 99.1 to the Report on Form 6-K), May 12, 2023 (with respect to the first three
paragraphs and the section titled “Forward-Looking Statements” in the press release
attached as Exhibit 99.1 to the Report on Form 6-K), May 24, 2023 (with respect to the first
two paragraphs and the section titled “Forward-Looking Statements” in the press
release attached as Exhibit 99.1 to the Report on Form 6-K), May 24, 2023, June 1, 2023,
June 21, 2023 (with respect to the first, fourth, fifth and sixth paragraphs and the section
titled “Forward-Looking Statements” in the press release attached as Exhibit
99.1 to the Report on Form 6-K), June 22, 2023 (with respect to the first two paragraphs
and the section titled “Forward-Looking Statements” in the press release attached
as Exhibit 99.1 to the Report on Form 6-K), June 28, 2023, July 13, 2023 (with respect to
the first two paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1 to the Report on Form 6-K), July 17, 2023,
August 17, 2023, August 30, 2023 (with respect to the first two paragraphs and the section
titled “Forward-Looking Statements” in the press release attached as Exhibit
99.1 to the Report on Form 6-K), August 31, 2023 (with respect to the first two paragraphs
and the section titled “Forward-Looking Statements” in the press release attached
as Exhibit 99.1 to the Report on Form 6-K), September 20, 2023 (with respect to the first
three paragraphs and the section titled “Forward-Looking Statements” in the press
release attached as Exhibit 99.1 to the Report on Form 6-K), September 29, 2023 (Report No. 2), September 29, 2023 (Report No. 3) (with respect to the first three and the fifth paragraphs and
the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Report on Form 6-K),
October 2, 2023 (Amendment No. 1 to Form 6-K filed on September 29, 2023 (Report No. 2)), and October 2, 2023; and |
| (c) | The
description of the Registrant’s Ordinary Shares, which is contained in the Registrant’s
Registration Statement on Form 8-A filed on February 1, 2022 (File No. 001-41260) under the
Securities Exchange Act of 1934, as amended, or the Exchange Act, including any amendment
or report filed for the purpose of updating such description. |
All documents,
reports and definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such
form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in
any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 8. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in Rehovot, State of Israel, on October 2, 2023.
|
MARIS-TECH
LTD. |
|
|
|
|
By:
|
/s/
Israel Bar |
|
|
Name:
|
Israel
Bar |
|
|
Title: |
Chief
Executive Officer |
POWER
OF ATTORNEY
We,
the undersigned officers and directors of Maris-Tech Ltd., hereby severally constitute and appoint Israel Bar and Nir Bussy, and each
of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments
or supplements, including any post-effective amendments, to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power
and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures to said amendments
to this Registration Statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in
the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Israel Bar |
|
Chief
Executive Officer and Director |
|
October
2, 2023 |
Israel
Bar |
|
(principal
executive officer) |
|
|
|
|
|
|
|
/s/
Nir Bussy |
|
Chief
Financial Officer |
|
October
2, 2023 |
Nir
Bussy |
|
(principal
financial officer and principal accounting officer) |
|
|
|
|
|
|
|
/s/
Amitay Weiss |
|
Chairman
of the Board |
|
October
2, 2023 |
Amitay
Weiss |
|
|
|
|
|
|
|
|
|
/s/
Isabela Marshak |
|
Director |
|
October
2, 2023 |
Isabela
Marshak |
|
|
|
|
|
|
|
|
|
/s/
Joseph Gottlieb |
|
Director |
|
October
2, 2023 |
Joseph
Gottlieb |
|
|
|
|
|
|
|
|
|
/s/
Naama Falach Avrahamy |
|
Director |
|
October
2, 2023 |
Naama
Falach Avrahamy |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United
States of Maris-Tech Ltd., has signed this Registration Statement on Form S-8 on October 2, 2023.
|
/s/
Puglisi & Associates |
|
Puglisi
& Associates |
II-4
Exhibit
5.1
|
|
Sullivan
& Worcester Tel Aviv
28
HaArba’a St. HaArba’a Towers North Tower, 35th Floor
Tel-Aviv,
Israel |
|
+972-747580480
sullivanlaw.com
|
October
2, 2023
Maris-Tech
Ltd.
2
Yitzhak Modai Street
Rehovot,
Israel
7608804
|
Re: |
Registration
Statement on Form S-8 |
Ladies
and Gentlemen:
We
have acted as Israeli counsel for Maris-Tech Ltd., an Israeli Company (the “Company”) in connection with the Registration
Statement on Form S-8 (the “Registration Statement”) filed by the Company on the date hereof with the U.S. Securities
and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement relates to the registration of 491,500 of the Company’s ordinary shares, no par value per share (the
“Shares”), issuable under the Maris-Tech Ltd. 2021 Share Option Plan (the “Plan”).
In
connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction,
of: (i) the Registration Statement to which this opinion is attached as an exhibit; (ii) a copy of the articles of association
of the Company, as currently in effect; (iii) resolutions of the board of directors which relate to the Registration Statement and
the Plan; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis
for the opinions hereafter set forth. We have also made inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinions hereafter set forth.
In
such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed
as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions
that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives
of the Company. In addition, we have assumed that the Shares and any equity awards that provide for the acquisition thereof will be granted
in accordance with the Plan and the Company’s articles of association.
We
are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws
of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction
than the State of Israel.
Based
upon and subject to the foregoing, we are of the opinion that the Shares issuable under the Plan have been duly authorized and, when
issued and paid for in accordance with the terms of the Plan and applicable option grant, will be validly issued, fully paid and non-assessable.
We
consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm wherever appearing
in the Registration Statement in connection with Israeli law. In giving this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated
thereunder or Item 509 of the SEC’s Regulation S-K under the Securities Act.
Very
truly yours, |
|
|
|
/s/
SULLIVAN & WORCESTER TEL AVIV (Har-Even & Co.) |
|
|
|
SULLIVAN
& WORCESTER TEL AVIV (Har-Even & Co.) |
|
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Maris-Tech Ltd. of our report dated March
6, 2023, relating to the financial statements, which appears in Maris-Tech Ltd.’s Annual Report on Form 20-F for the year ended
December 31, 2022.
Tel-Aviv, Israel |
/s/ Kesselman & Kesselman |
October 2, 2023 |
Certified Public Accountants (Isr.) |
|
A member firm of PricewaterhouseCoopers International Limited |
Kesselman
& Kesselman, 146 Derech Menachem Begin St. Tel-Aviv 6492103, Israel,
P.O
Box 7187 Tel-Aviv 6107120, Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il
Exhibit 107
Calculation of Filing
Fee Tables
Form S-8
(Form Type)
Maris-Tech Ltd.
(Exact Name of Registrant
as Specified in its Charter)
Newly Registered Securities
| |
Security
Type | |
Security
Class Title | |
Fee
Calculation | |
Amount
Registered (1)(2) | | |
Proposed
Maximum
Offering
Price Per Share (3) | | |
Proposed
Maximum
Aggregate
Offering
Price | | |
Fee Rate | | |
Amount of
Registration
Fee | |
Newly Registered Securities |
Fees to Be Paid | |
Equity | |
Ordinary Shares, no par value per share (3) | |
Rule 457(h) | |
| 491,500 | | |
$ | 0.94 | | |
$ | 462,010 | | |
$ | 0.0001476 | | |
$ | 68.19 | |
| |
Total Offering Amounts | | |
| | | |
| | | |
| | | |
$ | 68.19 | |
| |
Total Fees Previously Paid | | |
| | | |
| | | |
| | | |
| — | |
| |
Total Fee Offsets | | |
| | | |
| | | |
| | | |
| — | |
| |
Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 68.19 | |
| (1) | Pursuant to Rule 416(a) under
the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement on Form S-8 also covers an indeterminate number
of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations
or similar transactions. |
| (2) | Represents ordinary shares, no
par value per share, or the Ordinary Shares, of Maris-Tech Ltd. reserved for issuance upon the exercise of options that may be granted
under the plan to which this Registration Statement relates. |
| (3) | The fee is based on the number
of Ordinary Shares which may be issued under the Maris-Tech Ltd. 2021 Share Option Plan, as amended. This Registration Statement
on Form S-8 relates to and is estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating
the registration fee based upon the average of the high and low sales price of the Ordinary Shares as reported on the Nasdaq Capital
Market on September 29, 2023. |
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