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 (“AI”) 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. The Company’s ordinary shares, no par value per share (the “Ordinary Shares”), and warrants issued in the Company’s initial public offering (“IPO”) are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MTEK” and “MTEKW”, respectively.

The Company operates in Israel and sells to customers in other countries, including the United States, Australia, United Kingdom, India and Switzerland.

During October 2024, the Company formed a wholly-owned subsidiary, Maris North America Inc. (“Maris North America”), under the laws of Delaware. As of June 30, 2026, and as of the date of the issuance of these consolidated financial statements, Maris North America has not commenced operations and has no material assets or liabilities. Accordingly, no revenues, expenses, assets, liabilities or cash flows attributable to Maris North America are reflected in the consolidated financial statements for the six months ended June 30, 2026.

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, warrants, bank loans and loans from related parties. As of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents of $2,363,403 and $2,545,823, respectively, an accumulated deficit of $20,361,921 and $17,545,337, respectively, and negative cash flow from operating activity of $2,738,019 and $1,290,105 for the six months ended June 30, 2026 and 2025, respectively.

The Company expects to continue to incur negative cash flows from operating activities for the foreseeable future. The Company’s ability to continue to operate is dependent upon its success in commercializing its product candidates and ability to raise additional funds to finance its activities. If the Company is unable to do so, it may be required to delay, reduce, or eliminate certain planned research and development programs. There is no assurance, however, that the Company will be successful in obtaining an adequate level of financing needed to continue to fund its operations in the long-term. Based on the Company’s current financial position, the Company believes that there is substantial doubt about its ability to fund its operations and satisfy its obligations for the next twelve months without obtaining additional financing, which raises substantial doubt about the Company’s ability to continue as a going concern.  The consolidated financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should the Company be unable to continue as a going concern.

The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2025, are applied consistently in these interim consolidated financial statements.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the six-month period ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ended December 31, 2026.

Use of Estimates:

The preparation of the interim condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 4:– OTHER CURRENT LIABILITIES

Disaggregation of revenue:

The Company’s long-term restricted deposits in the amount of $51,633 have been pledged as security in respect of guarantees granted to the Company’s landlords as part of the office lease agreements. Such deposits cannot be pledged to others or withdrawn without the consent of the lender.

On March 26, 2025, the Company entered into a $4,000,000 credit line agreement (the “Credit Facility”) with United Mizrahi-Tefahot Bank Ltd. (the “Bank”), on customary commercial terms for similarly-sized companies. Drawings on the credit line will have a maturity date of up to three months. For borrowings with a maturity date exceeding one month (up to three months), the interest will be paid on a monthly basis. For borrowings with a shorter maturity date, the interest will be paid on the maturity date. The Credit Facility was initially in effect for a period of 12 months from the date of the agreement. On March 29, 2026, the Credit Facility was renewed in the amount of $2,000,000 for an additional one year term on substantially similar terms. The Credit Facility is secured by all of the assets of the Company. In addition, the Credit Facility includes certain customary information rights in favor of the Bank, restrictive covenants of the Company and of Maris North America Inc., and the agreement by two shareholders of the Company to certain subordination restrictions with respect to loans they have provided to the Company. 

As of June 30, 2026, the Company drew $2,000,000 from the Credit Facility and was in compliance with all restrictive covenants. For the six months ended June 30, 2026, the Company recorded financial expenses of $85,095 related to the Credit Facility.

On November 25, 2025, the Company entered into Note Purchase Agreements with two institutional investors, pursuant to which, on November 25, 2025, the Company issued to the investors convertible promissory notes (the “Convertible Promissory Notes”) in the aggregate principal amount of $2,000,000. The Convertible Promissory Notes do not bear interest and are not repayable in cash.

Company’s obligations thereunder will be satisfied solely through the issuance of Ordinary Shares, upon conversion of the Convertible Promissory Notes in accordance with their terms.

Under one Convertible Promissory Note, in the principal amount of $1,500,000, up to $1,000,000 of the outstanding principal amount is convertible beginning six (6) months after the issuance date, and the remaining $500,000 is convertible beginning twelve (12) months after the issuance date. Under the other Convertible Promissory Note, in the principal amount of $500,000, the entire outstanding principal amount is convertible beginning twelve (12) months after the issuance date.

The total weighted average number of shares related to outstanding options that have been excluded from the computation of diluted net loss per share due to their antidilutive effect was 5,491,843 and 6,215,425 for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, the Company’s share capital was composed of 10,680,015 Ordinary Shares issued and 10,559,300 Ordinary Shares outstanding.

As of June 30, 2026, the Company held 120,715 Ordinary Shares in treasury.

On July 1, 2026, the Board of Directors of the Company (the “Board of Directors”) approved the Maris-Tech Ltd. Amended and Restated 2021 Equity Incentive Plan (the “Amended and Restated Plan”), which amended and restated the Maris-Tech Ltd. 2021 Share Option Plan, as amended, to, among other things, change the name of the plan, revise the share reserve provision to provide that the number of Ordinary Shares available for issuance under the Amended and Restated Plan shall be determined by resolution of the Board of Directors from time to time, and expand the types of equity awards available under the Amended and Restated Plan to include restricted shares and restricted share units and make certain related and administrative revisions. Pursuant to the provisions of the Amended and Restated Plan, on July 1, 2026, the Board of Directors approved an increase in the number of Ordinary Shares reserved for the issuance of awards under the Amended and Restated Plan from 800,000 shares as previously authorized under the Amended and Restated Plan to 2,300,000 shares.

On March 2, 2023, the Company entered into an amendment (the “Amendment”), to the Loan Facility Agreement, 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 our availability of free cash (as defined in the Amendment) and (ii) clarified the total amount due to Mr. Gottlieb under the Loan Facility Agreement is NIS 1,020,347 (approximately $319,858). The Amendment was accounted for as a modification with no change to the book value of the Shareholders Loans. 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, 2026, the outstanding balance due under the Loan Facility Agreement was $232,340.

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. There is no expense or asset information, that are supplemental to those disclosed in these financial statements, that are regularly provided to the CODM. The allocation of resources and assessment of performance of the operating segment is based on net loss as shown in the statements of operations. The CODM considers net loss in the annual forecasting process and reviews actual results when making decisions about allocating resources. Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in the Company’s financial statements.