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6-K 1 ea0267554-6k_maristech.htm REPORT OF FOREIGN PRIVATE ISSUER

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 November 2025 (Report No. 5)

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

Note Purchase Agreements and Convertible Promissory Notes

On November 25, 2025, Maris-Tech Ltd. (the “Registrant”) entered into Note Purchase Agreements (the “Purchase Agreements”) with two institutional investors (the “Investors”), pursuant to which the Registrant issued to the Investors convertible promissory notes (the “Notes”) in the aggregate principal amount of $2,000,000.

The Notes do not bear interest, are not repayable in cash and the Registrant’s obligations thereunder will be satisfied solely through the issuance of the Registrant’s ordinary shares, no par value per share (“Ordinary Shares”), upon conversion of the Notes in accordance with their terms. The Registrant intends to use the net proceeds of $2,000,000 received from the issuance of the Notes for working capital and general corporate purposes and to support initiatives intended to strengthen the Registrant’s capital structure and its U.S. commercial market activities.

Under one Note, in the principal amount of $1,500,000, up to $1,000,000 of 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 Note, in the principal amount of $500,000, the entire principal amount is convertible beginning twelve (12) months after the issuance date.

The number of Ordinary Shares issuable upon any conversion of principal amount under a Note is determined by dividing the applicable conversion amount by the conversion price (the “Conversion Price”). The Conversion Price is equal to 70% of the lowest daily volume-weighted average price (“VWAP”) of the Ordinary Shares for the five (5) consecutive trading days immediately preceding the applicable conversion date; provided, however, that the Conversion Price shall not be less than 80% of the closing trading price of the Ordinary Shares on the Nasdaq Capital Market on the issuance date. No fractional Ordinary Shares will be issued upon conversion, and any fractional amount will be rounded up to the nearest whole Ordinary Share.

On the date that is twenty-four (24) months following the issuance date of the Notes, any then-outstanding principal amount under such Note will automatically convert into Ordinary Shares in accordance with the conversion formula and the Conversion Price then in effect, without any action by the applicable Investor. If, due to the absence of required shareholder approval under applicable Israeli law (“Shareholder Approval”), the Registrant is not permitted to issue all Ordinary Shares otherwise issuable upon such automatic conversion, the 24-month period will be automatically extended until the earlier of (i) the date Shareholder Approval is obtained, or (ii) the date such issuance may occur without requiring Shareholder Approval.

The Note includes customary limitations on conversion, including (i) a beneficial ownership cap of 9.99% of the outstanding Ordinary Shares following any conversion, (ii) a restriction prohibiting an Investor from beneficially owning 44.99% or more of the outstanding Ordinary Shares without prior shareholder approval; and (iii) a limitation on issuances in excess of the maximum number of Ordinary Shares the Registrant may issue without obtaining Shareholder Approval under applicable Israeli law.

The Purchase Agreements contain customary representations, warranties and covenants of the Registrant and the Investors, including the Registrant’s obligation to reserve sufficient Ordinary Shares for issuance upon conversion of the Notes and to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) to register the resale of the Ordinary Shares issuable upon conversion of the Notes.

The foregoing descriptions of the Purchase Agreements and the Notes set forth above are qualified in their entirety by reference to the full text of each Note and ant the Form of Purchase Agreement attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, to this Report of Foreign Private Issuer on Form 6-K (this “Report”).

Press Release

On November 28, 2025, the Registrant issued a press release titled “Maris-Tech Ltd. Secures $2 Million Financing to Strengthen its Capital Structure and Support Commercial and U.S. Market Initiatives,” a copy of which is furnished as Exhibit 99.1 to this Report.

This Report is incorporated by reference into the Registrant’s Registration Statements on Form S-8 (Registration No. 333-262910 and 333-274826) 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.

Cautionary Note Regarding Forward-Looking Statements

This Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, 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. For example, the Registrant is using forward-looking statements when it discusses the efforts to strengthen its capital structure and support its U.S. market initiatives and the expected use of proceeds from the Notes. 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: its ability to successfully market its products and services, including in the United States; the acceptance of its products and services by customers; its continued ability to pay operating costs and ability to meet demand for its 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; its ability to successfully develop new products and services; its success establishing and maintaining collaborative, strategic alliance agreements, licensing and supplier arrangements; its ability to comply with applicable regulations; and the other risks and uncertainties described in the Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 28, 2025, and its other filings with the SEC. The Registrant undertakes 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 No.
4.1		Form of Convertible Promissory Note, dated as of November 25, 2025.
4.2		Form of Convertible Promissory Note, dated as of November 25, 2025.
10.1		Form of Note Purchase Agreement, dated as of November 25, 2025, by and between Maris-Tech Ltd. and the investor party thereto.
99.1		Press release dated November 28, 2025, titled “Maris-Tech Ltd. Secures $2 Million Financing to Strengthen its Capital Structure and Support Commercial and U.S. Market Initiatives.”

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: November 28, 2025	By:	/s/ Nir Bussy
		Nir Bussy
		Chief Financial Officer

EX-4.1 2 ea026755401ex4-1_maris.htm FORM OF CONVERTIBLE PROMISSORY NOTE, DATED AS OF NOVEMBER 25, 2025

Exhibit 4.1

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THIS NOTE INTO WHICH THESE SECURITIES MAY BE CONVERTED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR (C) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES, SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

MARIS-TECH LTD.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: $500,000

Issuance Date: November 25, 2025

1. Principal. Maris-Tech Ltd., a company incorporated under the laws of the State of Israel (the “Company”), for value received, hereby promises to satisfy its obligation to pay to Xylo Technologies Ltd. (the “Holder”) the principal sum of $500,000 (the “Principal”), solely through the issuance of duly authorized, validly issued, fully paid and non-assessable Ordinary Shares upon conversion of this Convertible Promissory Note (this “Note”) in accordance with Section 4 hereof. No cash payment of Principal or interest shall be required or permitted. This Note does not bear interest and is issued pursuant to that certain Note Purchase Agreement, dated as of November 25, 2025, by and between the Company and the Holder, as it may be amended from time to time (the “Purchase Agreement”).

2. Definitions.

“Shareholder Approval” means such approval as may be required by applicable Israeli law from the shareholders of the Company to the issuance of Ordinary Shares upon conversion of this Note in excess of any applicable limitations.

Capitalized terms used but not defined herein have the meanings given in the Purchase Agreement. Upon conversion of this Note as provided herein, this Note shall be terminated and surrendered to the Company for cancellation.

3. No Cash Payments.

3.1 Notwithstanding anything to the contrary herein, the Company shall not be required or permitted to make any cash payments of Principal (and no interest shall accrue). The Company’s obligations under this Note shall be satisfied solely through the issuance of Ordinary Shares upon conversion pursuant to Section 4 hereof.

3.2 The Company shall have no right to prepay this Note in cash, and the Holder shall have no right to demand any cash payment.

3.3 Whenever any action or obligation hereunder shall be due on a day other than a Business Day, such action shall be made on the next succeeding Business Day.

4. Conversion.

4.1 Conversion Right.

(a) Subject to the terms and conditions of this Section 4, the Holder shall have the right, but not the obligation, to convert at any time on or after the date that is twelve (12) months following the Issuance Date (the “Conversion Eligibility Date”) any or all of the then-outstanding Principal (the “Conversion Amount”), in each case into validly issued, fully paid and non-assessable ordinary shares, no par value per share (“Ordinary Shares”), of the Company in accordance with the conversion formula and Conversion Price set forth in Section 4.2 hereof.

(b) The Company and the Holder may, at any time and from time to time, by mutual written consent, shorten the Conversion Eligibility Date, in which case the Holder shall be entitled to exercise its conversion rights pursuant to this Section 4 from and after such earlier date(s) as so agreed.

(c) Notwithstanding anything to the contrary in this Note, on the date that is twenty-four (24) months following the Issuance Date, any then-outstanding Principal shall automatically convert into Ordinary Shares in accordance with the conversion formula and Conversion Price set forth in Section 4.2 hereof, and such conversion shall be deemed effective without any action required by the Holder; provided, however, that if Shareholder Approval has not been obtained and, as a result, the Holder is not permitted to receive all Ordinary Shares otherwise issuable upon such automatic conversion, then the twenty-four (24) month period shall be automatically extended until the earlier of (i) the date on which such Shareholder Approval is obtained, or (ii) the date on which such issuance may occur without requiring Shareholder Approval.

4.2 Conversion Price; Conversion Formula. The number of Ordinary Shares issuable upon any conversion of this Note pursuant to this Section 4 shall be determined by dividing (x) the Conversion Amount, as specified in the relevant Notice of Conversion (as defined below) by (y) the Conversion Price. For each conversion, the “Conversion Price” shall be equal to seventy percent (70%) of the lowest daily volume weighted average price (“VWAP”) per Ordinary Share for the five (5) consecutive Trading Days immediately preceding the applicable Conversion Date; provided, however, that the Conversion Price shall not be lower than eighty percent (80%) of the closing trading price of the Ordinary Shares on the Trading Market on the Issuance Date. No fractional Ordinary Shares shall be issued upon conversion of this Note. If the issuance would result in the issuance of a fraction of an Ordinary Share, the number of Ordinary Shares to be issued to the Holder shall be rounded up to the nearest whole Ordinary Share.

For purposes of this Note, “VWAP” means, for any Trading Day, the per share volume-weighted average price of the Ordinary Shares as reported by Bloomberg L.P. (or, if Bloomberg L.P. is not then reporting such information, by such other reputable reporting service as the Company may reasonably select in good faith) for such Trading Day on the principal Trading Market on which the Ordinary Shares are then listed or quoted. “Trading Day” means a day on which the Ordinary Shares are traded on the Trading Market. “Trading Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the date in question: OTCQB, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

4.3 Mechanics of Conversion.

(a) Notice of Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver to the Company a duly completed and executed notice of conversion (a “Notice of Conversion”) in the form attached hereto as Exhibit A by hand delivery, by nationally recognized overnight courier, by electronic mail (pdf) to the applicable notice address set forth in the Purchase Agreement or by any other customary means of delivery acceptable to the Company; provided, however, that (i) any Notice of Conversion must be delivered either (A) prior to the opening of regular trading hours on the Trading Market or (B) after the close of regular trading hours on the Trading Market on such day, and (ii) each Notice of Conversion must relate to a Conversion Amount of not less than $500,000, unless the remaining outstanding Principal is less than $500,000, in which case the Holder may convert such remaining balance in full. For the avoidance of doubt, the minimum conversion amount set forth in this Section 4.3(a) applies only to voluntary conversions by the Holder pursuant to Section 4.1, and does not apply to any automatic conversion pursuant to Section 4.1(c).

(b) Issuance of Ordinary Shares. On or before the second (2nd) Trading Day following the date of receipt of a Notice of Conversion (or such earlier date as may be required by applicable law or the rules of the Trading Market), the Company shall issue or cause to be issued and delivered to the Holder (or its designee) the number of Ordinary Shares issuable upon such conversion, which Ordinary Shares shall be issued as book-entry positions in the name of the Holder and shall be free and clear of any liens or encumbrances other than restrictions imposed by applicable securities laws.

(c) Effect of Conversion. Upon the applicable Conversion Date: (i) the Conversion Amount shall be deemed paid and satisfied in full, (ii) the outstanding Principal shall be reduced by such Conversion Amount, and (iii) the Holder shall thereafter have no rights hereunder with respect to such converted portion of this Note, in each case without any further action by the Holder and whether or not this Note is surrendered to the Company; provided, however, that the Holder shall deliver this Note to the Company for cancellation promptly following the conversion of this Note in full.

(d) Book-Entry; Surrender Not Required for Partial Conversions. The Holder shall not be required to physically surrender this Note to the Company in order to effect any conversion hereunder, except that surrender of this Note shall be required (i) upon conversion of this Note in full or (ii) if the Holder requests that the Company issue a new Note reflecting the remaining outstanding Principal following a partial conversion. The Company and the Holder shall each maintain a register or other customary records showing the Principal converted and the dates of such conversions.

4.4 Limitations on Conversions.

(a) Beneficial Ownership. The Holder shall not have the right to convert any portion of this Note to the extent that after giving effect to such conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) in excess of 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to such conversion. The Holder shall have the authority and obligation to determine whether the restriction contained in this Section 4.4(a) will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section 4.4(a) applies, the determination of which portion of the Principal amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Notice of Conversion for a Principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted to be converted on such Conversion Date in accordance with Section 4.1 and any Principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note.

(b) Shareholder Approval Limitation. Notwithstanding anything to the contrary in this Note, the Company shall not issue any Ordinary Shares upon any conversion of this Note (whether voluntary or automatic) to the extent that such issuance, together with all prior issuances of Ordinary Shares pursuant to this Note, would exceed the maximum number of Ordinary Shares that the Company may issue without obtaining Shareholder Approval under applicable Israeli law. The Company shall be permitted to issue Ordinary Shares in excess of such limitations only after obtaining Shareholder Approval. To the extent Shareholder Approval is required, the Company shall use commercially reasonable efforts to obtain such approval as promptly as reasonably practicable, and, pending receipt of such approval, the Company shall be obligated to issue Conversion Shares only up to the limitations set forth in this Note. If, absent such Shareholder Approval, the conversion of any portion of this Note would exceed such limit, then (i) the Company shall issue to the Holder the maximum number of Ordinary Shares permitted at such time, and (ii) any remaining unconverted portion of the applicable Conversion Amount shall remain outstanding until such time as Shareholder Approval is obtained or such issuance may occur without requiring Shareholder Approval.

(c) Limitation under Section 328 of the Israeli Companies Law. Notwithstanding anything to the contrary in this Note, the Holder acknowledges and agrees that it may not beneficially own any Ordinary Shares or Ordinary Share equivalents in an amount equal to more than 44.99% of the Company’s outstanding Ordinary Shares at any time without having received approval of the Company’s shareholders under Section 328 of the Israeli Companies Law, 5759-1999 (the “Companies Law”). Such Holder further acknowledges and agrees that the Company has not agreed to seek shareholder approval under Section 328 of the Companies Law to permit any purchaser to beneficially own in excess of 44.99% of the Company’s outstanding Ordinary Shares.

4.5 Adjustments for Share Splits and Similar Events. If the Company, at any time while this Note is outstanding, (a) pays a share dividend or otherwise makes a distribution payable in Ordinary Shares, (b) subdivides (by any share split, share dividend, recapitalization or otherwise) its outstanding Ordinary Shares into a larger number of shares, (c) combines (including by way of reverse share split) its outstanding Ordinary Shares into a smaller number of shares or (d) issues by reclassification of Ordinary Shares any shares of capital stock of the Company, then the Conversion Price and the number of Ordinary Shares issuable upon conversion of this Note shall be appropriately and proportionately adjusted so that the Holder is entitled to receive the number of Ordinary Shares or other securities or property that the Holder would have received if the Conversion Amount had been converted immediately prior to such event. Any adjustment made pursuant to this Section 4.5 shall become effective (i) in the case of a share dividend or distribution, immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and (ii) in the case of a subdivision, combination or reclassification, immediately after the effective date of such event.

4.6 Certain Corporate Transactions. In case of any (a) merger, consolidation or other business combination of the Company with or into another Person in which the Ordinary Shares are converted into or exchanged for securities, cash or other property, or (b) sale of all or substantially all of the Company’s assets, then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, in lieu of the number of Ordinary Shares otherwise issuable upon such conversion, the kind and amount of securities, cash or other property that such Holder would have been entitled to receive upon such merger, consolidation, business combination or sale if the Conversion Amount had been converted into Ordinary Shares immediately prior to such transaction (without regard to any limitations on conversion contained herein). The provisions of this Section 4.6 shall be applied successively to any such transaction or series of related transactions.

4.7 Reservation of Ordinary Shares. So long as this Note remains outstanding, the Company shall reserve and keep available out of its authorized but unissued share capital the maximum number of Ordinary Shares required to permit the issuance of all Ordinary Shares that may be issued upon conversion of this Note in full, without regard to any limitations on conversion contained herein (the “Required Reserve Amount”). The Company shall not reduce the Required Reserve Amount other than proportionally in connection with any conversion of this Note (or in connection with a reverse share split). If at any time the number of authorized but unissued Ordinary Shares is insufficient to permit the Company to maintain the Required Reserve Amount, the Company shall promptly take all corporate actions necessary to increase its authorized share capital as promptly as practicable, including causing its board of directors to recommend that its shareholders approve such increase and, if necessary, calling a special meeting of shareholders for such purpose.

5. Events of Default. If there shall be any Event of Default (as defined below), at the option and upon the declaration of the Holder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under clauses (b) or (c) below), this Note shall accelerate and the entire outstanding Principal shall become due and payable. The occurrence of any one or more of the following shall constitute an “Event of Default”: (a) the Company fails to deliver Ordinary Shares to the Holder in accordance with Section 4.3(b) within five (5) Trading Days after the applicable date on which such Ordinary Shares are required to be delivered (other than as a result of any act or omission of the Holder); (b) the Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; (c) an involuntary petition is filed against the Company (unless such petition is dismissed or discharged within ninety (90) days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company; (d) there shall be a dissolution or termination of existence of the Company’s business for a continuous period of twenty (20) days; or (e) the Ordinary Shares cease to be listed or quoted for trading on the Trading Market for a period of ten (10) consecutive Trading Days (other than in connection with a change in the Trading Market or a change in the Company’s jurisdiction of incorporation or corporate reorganization that does not materially adversely affect the Holder).

6. Assignment. Subject to the restrictions on transfer described in Section 8 hereof, the Holder may not assign this Note or any of its rights or obligations hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, permitted assigns, heirs, administrators and transferees of the parties. Effective upon any such permitted assignment, any party to whom such rights, interests and obligations were assigned by the Holder shall have all of the Holder’s rights, interests and obligations hereunder as if such party were the original Holder of this Note.

7. Amendments and Waivers. Any term of this Note may be amended and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder. Any amendment or waiver so effected shall be binding upon each holder of any securities purchased under the Purchase Agreement (including this Note) at the time outstanding (including securities into which such securities have been converted), each future holder of all such securities and the Company. The Holder acknowledges that by the operation of this Section 7 the Holder will have the right and power to diminish or eliminate all rights of such Holder under this Note.

8. Transfer of this Note or Ordinary Shares. Subject to compliance with applicable federal and state securities laws and Section 4 above, the Holder may transfer this Note and the Ordinary Shares issued upon any conversion by delivering to the Company notice and a brief description of the proposed transfer along with any investment representation letter and legal opinion that may be requested by the Company. This Note and the Ordinary Shares issued upon any conversions so transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with federal and state securities laws, unless the Company determines that such legend is not required in order to ensure compliance with such federal and state securities laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

9. Notices. All notices required or permitted hereunder shall be given as provided in the Purchase Agreement and may be delivered by electronic mail in accordance therewith.

10. Ranking. The Company and the Holder each expressly acknowledge and agree that this Note represents senior unsecured obligations of the Company and that the indebtedness evidenced by this Note ranks pari passu in right of payment with all of the Company’s unsubordinated unsecured debt outstanding as of the date hereof and with any unsubordinated unsecured debt incurred by the Company after the date hereof. For the avoidance of doubt, nothing in this Section 10 shall be interpreted to provide the Holder with any priority over, or subordination to, any other unsubordinated unsecured indebtedness of the Company).

11. No Shareholder Rights. This Note shall not confer upon the Holder any rights as a shareholder of the Company, including, without limitation, the right to vote, consent or receive notice as a shareholder in respect of actions or meetings of shareholders, or the right to receive dividends, until this Note has been converted.

12. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York.

13. Charges, Taxes and Expenses. The issuance of a statement of book-entry for Ordinary Shares upon the conversion of this Note shall be made without charge to the Holder for any issue or other incidental expense in respect of the issuance of such Ordinary Shares, all of which expenses shall be paid by the Company. The Holder shall be solely responsible for any and all taxes arising from or in connection with the conversion of this Note or the issuance of Ordinary Shares hereunder. Unless the Holder timely provides the Company with a valid tax certificate, the Company shall be entitled to withhold taxes in accordance with applicable law, and the Holder shall promptly reimburse the Company for any taxes, penalties, or interest the Company is required to pay in connection therewith.

14. Loss, Theft or Destruction of Note. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction of this Note and of indemnity or security reasonably satisfactory to it, the Company shall issue and deliver, in lieu of this Note, a new Note, stating that such new Note is issued in replacement of this Note, making reference to the original date of issuance of this Note (and any successors hereto) and dated as of such cancellation.

15. Usury. This Note is hereby expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid to the Holder hereunder exceed that permissible under applicable law. If at any time the performance of any provision of this Note involves a payment exceeding the limit that may be validly charged under applicable law, then the obligation to be performed shall be automatically reduced to such limit.

16. Issue Date. The provisions of this Note shall be construed and shall be given effect in all respects as if this Note had been issued and delivered by the Company on the earlier of the date hereof or the date of issuance of any Note for which this Note is issued in replacement.

17. Titles and Subtitles. The titles and subtitles used herein are used for convenience only and are not to be considered in construing or interpreting this Note.

18. Delays. No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.

19. Severability. If any provision of this Note is held to be illegal or unenforceable under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

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IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first above written.

	COMPANY:

	MARIS-TECH LTD.

	By
	Name:	Nir Bussi
	Title:	Chief Financial Officer

Maris-Tech Ltd. Unsecured Convertible Promissory Note

Signature Page

Exhibit A

Conversion Notice

Pursuant to the Convertible Note dated as of November 25, 2025 (the “Note”).

Conversion Notice

To: Maris-Tech Ltd.

The undersigned, pursuant to the Note, hereby irrevocably elects to convert the portion of the outstanding Principal specified below into Ordinary Shares of Maris-Tech Ltd. in accordance with the terms of the Note, effective as of the Conversion Date set forth below.

Conversion Date:

Principal Amount to be Converted:

Total Conversion Amount to be converted:

Conversion Price:

Number of Ordinary Shares to be issued:

Please issue the Ordinary Shares in the following name and deliver them to the following account:

Issue to:

Broker DTC Participant Code:

Account Number:

Authorized Signature:

Name:

Title:

EX-4.2 3 ea026755401ex4-2_maris.htm FORM OF CONVERTIBLE PROMISSORY NOTE, DATED AS OF NOVEMBER 25, 2025

Exhibit 4.2

MARIS-TECH LTD.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: $1,500,000

Issuance Date: November 25, 2025

1. Principal. Maris-Tech Ltd., a company incorporated under the laws of the State of Israel (the “Company”), for value received, hereby promises to satisfy its obligation to pay to L.I.A. Pure Capital Ltd. (the “Holder”) the principal sum of $1,500,000 (the “Principal”), solely through the issuance of duly authorized, validly issued, fully paid and non-assessable Ordinary Shares upon conversion of this Convertible Promissory Note (this “Note”) in accordance with Section 4 hereof. No cash payment of Principal or interest shall be required or permitted. This Note does not bear interest and is issued pursuant to that certain Note Purchase Agreement, dated as of November 25, 2025, by and between the Company and the Holder, as it may be amended from time to time (the “Purchase Agreement”).

2. Definitions.

3. No Cash Payments.

3.2 The Company shall have no right to prepay this Note in cash, and the Holder shall have no right to demand any cash payment.

3.3 Whenever any action or obligation hereunder shall be due on a day other than a Business Day, such action shall be made on the next succeeding Business Day.

4. Conversion.

4.1 Conversion Right.

(a) Subject to the terms and conditions of this Section 4, the Holder shall have the right, but not the obligation, to convert (i) at any time on or after the date that is six (6) months following the Issuance Date (the “Initial Conversion Eligibility Date”), up to $1,000,000 of the outstanding Principal (the “Initial Conversion Amount”), and (ii) at any time on or after the date that is twelve (12) months following the Issuance Date (the “Second Conversion Eligibility Date”), any or all of the then-outstanding Principal (including, for the avoidance of doubt, any portion of the Initial Conversion Amount that has not previously been converted) (the “Second Conversion Amount” and, together with the Initial Conversion Amount, each a “Conversion Amount”), in each case into validly issued, fully paid and non-assessable ordinary shares, no par value per share (“Ordinary Shares”), of the Company in accordance with the conversion formula and Conversion Price set forth in Section 4.2 hereof.

(b) The Company and the Holder may, at any time and from time to time, by mutual written consent, shorten either or both of the Initial Conversion Eligibility Date and the Second Conversion Eligibility Date, in which case the Holder shall be entitled to exercise its conversion rights pursuant to this Section 4 from and after such earlier date(s) as so agreed.

4.2 Conversion Price; Conversion Formula. The number of Ordinary Shares issuable upon any conversion of this Note pursuant to this Section 4 shall be determined by dividing (x) the Initial Conversion Amount or the Second Conversion Amount, as applicable, as specified in the relevant Notice of Conversion (as defined below) by (y) the Conversion Price. For each conversion, the “Conversion Price” shall be equal to seventy percent (70%) of the lowest daily volume weighted average price (“VWAP”) per Ordinary Share for the five (5) consecutive Trading Days immediately preceding the applicable Conversion Date; provided, however, that the Conversion Price shall not be lower than eighty percent (80%) of the closing trading price of the Ordinary Shares on the Trading Market on the Issuance Date. No fractional Ordinary Shares shall be issued upon conversion of this Note. If the issuance would result in the issuance of a fraction of an Ordinary Share, the number of Ordinary Shares to be issued to the Holder shall be rounded up to the nearest whole Ordinary Share.

4.3 Mechanics of Conversion.

4.4 Limitations on Conversions.

9. Notices. All notices required or permitted hereunder shall be given as provided in the Purchase Agreement and may be delivered by electronic mail in accordance therewith.

17. Titles and Subtitles. The titles and subtitles used herein are used for convenience only and are not to be considered in construing or interpreting this Note.

18. Delays. No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.

19. Severability. If any provision of this Note is held to be illegal or unenforce-able under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

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IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first above written.

	COMPANY:

	MARIS-TECH LTD.

	By
	Name:	Nir Bussi
	Title:	Chief Financial Officer

Maris-Tech Ltd. Unsecured Convertible Promissory Note

Signature Page

Exhibit A

Conversion Notice

Pursuant to the Convertible Note dated as of November25, 2025 (the “Note”).

Conversion Notice

To: Maris-Tech Ltd.

Conversion Date:

Principal Amount to be Converted:

Total Conversion Amount to be converted:

Conversion Price:

Number of Ordinary Shares to be issued:

Please issue the Ordinary Shares in the following name and deliver them to the following account:

Issue to:

Broker DTC Participant Code:

Account Number:

Authorized Signature:

Name:

Title:

EX-10.1 4 ea026755401ex10-1_maris.htm FORM OF NOTE PURCHASE AGREEMENT, DATED AS OF NOVEMBER 25, 2025, BY AND BETWEEN MARIS-TECH LTD. AND THE INVESTOR PARTY THERETO

Exhibit 10.1

FORM OF NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of November 25, 2025, is by and between Maris-Tech Ltd., a company incorporated under the laws of the State of Israel, with offices located at 2 Yitzhak Modai Street, Rehovot, 7608804, Israel (the “Company”), and [L.I.A. Pure Capital Ltd.] [Xylo Technologies Ltd.] (the “Investor”).

WITNESSETH

WHEREAS, the Company and the Investor desire to enter into this transaction for the Company to sell and the Investor to purchase the Convertible Note (as defined below) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the U.S. Securities and Exchange Commission (the “SEC”) thereunder (“Regulation D”);

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor and the Investor shall purchase a convertible promissory note in the form attached hereto as Exhibit A (the “Convertible Note”) in the aggregate principal amount of $[1,500,000] [500,000] (the “Subscription Amount”), which shall be convertible into ordinary shares, no par value per share (the “Ordinary Shares”), of the Company (as converted, the “Conversion Shares”), in accordance with the terms of the Convertible Note; and

WHEREAS, the Convertible Note and the Conversion Shares are collectively referred to herein as the “Securities.”

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

1. PURCHASE AND SALE OF CONVERTIBLE NOTE.

(a) Issuance of Convertible Note. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, upon the execution of this Agreement (the “Closing”), the Company shall issue and sell, subject to the terms and conditions hereof, and the Investor shall purchase, the Convertible Note for a purchase price (the “Purchase Price”) equal to the Subscription Amount. The Convertible Note shall not bear interest and, shall not be repayable in cash, and all obligations of the Company thereunder shall be satisfied solely by the issuance of Conversion Shares in accordance with the terms of the Convertible Note, including mandatory conversion of any then-outstanding principal no later than the date that is twenty-four (24) months following the Issuance Date (as defined in the Convertible Note), provided that such twenty-four (24) month period shall be automatically extended to the extent the Investor is not permitted to receive all Conversion Shares issuable upon such mandatory conversion due to the absence of Shareholder Approval (as defined below), until the earlier of (i) the date such Shareholder Approval is obtained or (ii) the date such issuance may occur without requiring Shareholder Approval.

(b) Closing. The issuance, sale and purchase of the Convertible Note shall take place at the Closing, to be held at such place and time as the Company and the Investor may determine (the “Closing Date”), including remotely.

(c) Delivery. At the Closing, the Company will deliver to the Investor the Convertible Note to be purchased by the Investor at the Closing against receipt by the Company of the Subscription Amount. The Convertible Note will be registered in the Investor’s name in the Company’s records.

2. INVESTOR’S REPRESENTATIONS AND WARRANTIES.

The Investor hereby represents and warrants to the Company that, as of the date hereof and as of the Closing Date:

(a) Investment Purpose. The Investor is acquiring the Securities for its own account for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, a registration statement covering such Securities or an available exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities in violation of applicable securities laws. As used herein, “Person” means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency

(b) Accredited Investor Status. At the time the Investor was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts any portion of the Convertible Note, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) (a)(9), (a)(12) or (a)(13) under the Securities Act.

(c) Reliance on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.

(d) Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision regarding its purchase of the Securities, and which have been requested by the Investor. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

(e) Transfer or Resale. The Investor understands that: (i) the Securities have not been registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Investor effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 2(e).

(f) Legends. The Investor agrees to the imprinting, so long as it is required by this Section 2(f), of a restrictive legend on the Convertible Note in substantially the following form:

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THIS NOTE INTO WHICH THESE SECURITIES MAY BE CONVERT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR (C) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES, SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

Certificates or statements of book entry evidencing the Conversion Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement covering the resale of such securities is effective under the Securities Act, (ii) following any sale of such Conversion Shares pursuant to Rule 144, (iii) if such Conversion Shares are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than two (2) Trading Days following the delivery by the Investor to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such securities (endorsed or with stock powers attached, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from the Investor as may be required above in this Section 2(f), as directed by the Investor, either: (A) provided that the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit the aggregate number of shares of Ordinary Shares to which the Investor shall be entitled to the Investor’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Investor, a certificate representing such securities that is free from all restrictive and other legends, registered in the name of the Investor or its designee. The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities in accordance herewith. The Investor agrees that the removal of a restrictive legend from certificates representing Securities as set forth in this Section 2(f) is predicated upon the Company’s reliance that the Investor will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein.

(g) Organization; Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(h) Authorization, Enforcement. The Transaction Documents to which each the Investor is a party have been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligations of the Investor enforceable against the Investor in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(i) No Conflicts. The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Investor, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Investor, except, in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations hereunder.

(j) No General Solicitation. The Investor is not purchasing or acquiring the Securities as a result of any general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.

(k) Shareholder Approval Acknowledgment. The Investor acknowledges that the issuance of Conversion Shares upon conversion of the Convertible Note may require shareholder approval under applicable Israeli law (“Shareholder Approval”). The Investor understands and agrees that, to the extent Shareholder Approval is required, the Company shall use commercially reasonable efforts to obtain such approval as promptly as reasonably practicable, and pending receipt of such approval, the Company shall be obligated to issue Conversion Shares only up to the limitations set forth in the Convertible Note.

(l) Ownership Limitation. In no event shall the Investor’s beneficial ownership or voting power of the outstanding Ordinary Shares exceed 9.99% immediately after giving effect to any issuance of Conversion Shares to the Investor, as determined in accordance with Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

(m) Limitation under Section 328 of the Israeli Companies Law. Notwithstanding anything to the contrary in this Agreement, the Investor acknowledges and agrees that it may not beneficially own any Ordinary Shares or Ordinary Share equivalents in an amount equal to more than 44.99% of the Company’s outstanding Ordinary Shares at any time without having received approval of the Company’s shareholders under Section 328 of the Israeli Companies Law, 5759-1999 (the “Companies Law”). Such Investor further acknowledges and agrees that the Company has not agreed to seek shareholder approval under Section 328 of the Companies Law to permit any purchaser to beneficially own in excess of 44.99% of the Company’s outstanding Ordinary Shares.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth in the SEC Documents (as defined below) that are available on the SEC’s website through the EDGAR system at least one (1) Business Day prior to the date of this Agreement (unless the context provides otherwise), the Company hereby makes the representations and warranties set forth below to the Investor:

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“SEC Documents” means all reports, schedules, forms, proxy statements, statements and other documents required to be filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act (and all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein).

(a) Organization and Qualification. The Company and each of its Subsidiaries are entities duly formed, validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. The Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered into by the Company in connection herewith or therewith or (iii) the authority or ability of the Company to perform any of its obligations under any of the Transaction Documents. “Subsidiaries” means any Person in which the Company, directly or indirectly, owns a majority of the outstanding capital stock having voting power or holds a majority of the equity or similar interest of such Person, as of the day hereof, and each of the foregoing, is individually referred to herein as a “Subsidiary.”

(b) Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Convertible Note and the reservation and issuance of the Conversion Shares), have been duly authorized by the Company’s board of directors. No further filing, consent or authorization is required by the Company, its board of directors or its shareholders or other governmental body in connection with the execution and delivery of the Transaction Documents and the issuance and sale of the Convertible Note and the initial reservation of the Conversion Shares, other than (x) such filings as may be required under applicable securities laws and the rules of the Trading Market from time to time and (y) any Shareholder Approval that may be required in connection with the issuance of the Conversion Shares upon conversion of the Convertible Note.

This Agreement has been duly executed and delivered by the Company, and each of the other Transaction Documents to which the Company is a party will be, prior to the Closing, duly executed and delivered. Each Transaction Document constitutes (or will constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity, and except as rights to indemnification or contribution may be limited by applicable securities laws. “Transaction Documents” means, collectively, this Agreement, the Convertible Note and all other agreements and instruments entered into or delivered by the Company in connection with the transactions contemplated hereby and thereby, in each case as amended from time to time..

(c) Compliance with the Rules of the Trading Market; Home Country Practice; Shareholder Approval. The Company has taken all actions required under the rules of the Trading Market in connection with the issuance of the Convertible Note and the reservation of the Conversion Shares. Prior to the date hereof, the Company has taken all actions required pursuant to Nasdaq Listing Rule 5615(a)(3) to duly and validly rely on the exemption for foreign private issuers from applicable Nasdaq Stock Market LLC (“Nasdaq”) rules by adopting its home country practice (the “Home Country Practice”) in connection with the transactions contemplated hereby, including any Nasdaq rules that would otherwise require seeking shareholder approval in respect of such transactions. Accordingly, the Company may issue Conversion Shares upon conversion of the Convertible Note without regard to Nasdaq Listing Rule 5635(d), so long as the Company remains a foreign private issuer and continues to rely on the Home Country Practice.

(d) Issuance of Securities. The issuance of the Securities has been duly authorized and, upon issuance and payment in accordance with the Transaction Documents, the Convertible Note shall constitute the legal, valid and binding obligation of the Company, subject to the same enforceability qualifications set forth in Section 3(b). As of the Closing Date, the Company shall have reserved from its duly authorized share capital not less than the Required Reserve Amount (as defined herein). Upon issuance or conversion in accordance with the Convertible Note, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable, free from all preemptive or similar rights or preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to their issuance, and the holders being entitled to all rights accorded to a holder of Ordinary Shares.

(e) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Note and the Conversion Shares, and the reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Articles of Association (as defined below), certificate of incorporation, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any share capital or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party (each, a “Conflict”), and the Conflict was not waived or consented to by the third party who’s agreement, indenture or instrument is subject to the Conflict or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state securities laws and regulations, the securities laws of the jurisdictions of the Company’s incorporation or in which it or its subsidiaries operate and the rules and regulations of the Trading Market (the “Trading Market” shall mean any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the date in question: the OTCQB, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing) and including all applicable laws, rules and regulations of the jurisdiction of incorporation of the Company) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of (ii) and (iii) for any conflict, default, right or violation that would not reasonably be expected to result in a Material Adverse Effect.

(f) Consents. The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than any filings as may be required by any federal or state securities agencies and any filings as may be required by the Trading Market), any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Trading Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Ordinary Shares in the foreseeable future. The Company has notified the Trading Market of the issuance of all of the Securities hereunder, which does not require obtaining the approval of the shareholders of the Company or any other Person or Governmental Entity. “Governmental Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing. Notwithstanding the foregoing, it is being understood that Shareholder Approval may be required in connection with the issuance of the Conversion Shares upon conversion of the Convertible Note, as contemplated in the Convertible Note.

(g) No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to require approval of shareholders of the Company under any applicable shareholders approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.

(h) Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances, solely in accordance with the terms put forth in the Convertible Note. The Company further acknowledges that its obligation to issue the Conversion Shares upon conversion of the Convertible Note in accordance with the terms thereof is, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

(i) Manipulation of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries.

(j) Shell Company Status. As of the Closing Date, the Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

(k) No General Solicitation. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities.

(l) Private Placement. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

(m) No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investor a copy of any disclosures provided thereunder.

(n) Other Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of the Investor or potential purchasers in connection with the sale of any Regulation D Securities.

4. COVENANTS.

(a) Blue Sky. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Investor at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Investor.

(b) Reporting Status. For the period beginning on the date hereof, and ending 6 months after the date on which all the Convertible Note is no longer outstanding (the “Reporting Period”), the Company shall file on a timely basis all reports required to be filed with the SEC pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.

(c) Listing. To the extent applicable, the Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Underlying Securities (as defined below) on the Trading Market, subject to official notice of issuance, and shall use reasonable efforts to maintain such listing or designation for quotation (as the case may be) of all Underlying Securities from time to time issuable under the terms of the Transaction Documents on such Trading Market for the Reporting Period. Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting or suspension of the Ordinary Shares on a Trading Market during the Reporting Period. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(c). “Underlying Securities” means the (i) the Conversion Shares, and (ii) any Ordinary Shares of the Company issued or issuable with respect to the Conversion Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Ordinary Shares are converted or exchanged without regard to any limitations on conversion of the Convertible Note.

(d) Pledge of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that, subject to compliance with applicable federal and state securities laws, the Securities may be pledged by the Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by the Investor.

(e) Reservation of Ordinary Shares. So long as any of the Convertible Note remain outstanding, the Company shall have reserved from its duly authorized share capital, and shall have instructed its transfer agent to irrevocably reserve, the maximum number of shares of Ordinary Shares issuable upon conversion of all Convertible Notes, calculated in accordance with the Conversion Price formula set forth in Section 4.2 of the Convertible Note as of the applicable date of determination (without giving effect to any limitations on conversion contained therein) (the “Maximum Conversion Shares”) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Ordinary Shares reserved pursuant to this Section be reduced other than proportionally in connection with any conversion and/or redemption, or reverse share split. If at any time the number of Ordinary Shares authorized to be issued is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, recommending that shareholders vote in favor of an increase in such authorized number of shares sufficient to meet the Required Reserve Amount.

(f) Trading Information. Upon the Company’s request, the Investor agrees to provide the Company with trading reports setting forth the number and average sales prices of Conversion Shares sold by the Investor.

(g) Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC a Registration Statement on Form F-1 (or if eligible, on Form F-3) covering the resale of the Conversion Shares. The Registration Statement prepared pursuant hereto shall register for resale at least the number of Ordinary Shares equal to the Required Registration Amount determined as of the date the Registration Statement is initially filed with the SEC. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline.

“Effectiveness Deadline” means the date which is the earlier of (x) (i) in the event that the Registration Statement is not subject to a full review by the SEC, sixty (60) calendar days after the date hereof or (ii) in the event that the Registration Statement is subject to a full review by the SEC, ninety (90) calendar days after the date hereof and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business.

“Filing Deadline” means the date which is thirty (30) trading days after the Closing Date.

“Registration Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering the resale of the Conversion Shares.

“Required Registration Amount” means the maximum number of Conversion Shares issuable upon conversion of the Convertible Note.

5. REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.

(a) Register. The Company shall maintain at its principal executive offices or with the Transfer Agent (or at such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Convertible Note in which the Company shall record the name and address of the Person in whose name the Convertible Note have been issued (including the name and address of each transferee) and the amount of Convertible Note held by such Person. The Company shall keep the register open and available at all times during business hours for inspection of the Investor or its legal representatives. The Company hereby authorizes its then-current transfer agent to rely on the foregoing and that the Company hereby indemnifies and agrees to hold its then-current transfer agent harmless from any liability related to its complying with the foregoing. Upon request by the Investor, the Company further agrees to promptly provide its then-current transfer agent with additional authorizations or indemnifications as may so request.

(b) Transfer Restrictions. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an affiliate of the Investor or in connection with a pledge as contemplated herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of the Investor under this Agreement.

(c) Conversion and Exercise Procedures. The form of conversion notice included in the Convertible Note set forth the totality of the procedures required of the Investor in order to convert the Convertible Note. Except as provided in Section 2(f) and Section 5(b), no additional legal opinion, other information or instructions shall be required of the Investor to convert their Convertible Note, other than as required by the Company’s transfer agent. The Company shall honor conversions of the Convertible Note and shall deliver the Conversion Shares in accordance with the terms, conditions and time periods set forth in the Convertible Note.

6. CONDITIONS TO THE COMPANY’S RIGHT TO SELL.

The right of the Company hereunder to issue and sell the Convertible Note to the Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof:

(a) The Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(b) The Investor shall have delivered to the Company the Purchase Price for the Convertible Note at the Closing Date by wire transfer of immediately available funds.

(c) The representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing Date.

7.	CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE.

The obligation of the Investor hereunder to purchase the Convertible Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:

(a) The Company shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Convertible Note with a principal amount corresponding to the Subscription Amount.

(b) Each and every representation and warranty of the Company shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions set forth in each Transaction Document required to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

(c) The Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Trading Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Trading Market from trading on the Trading Market nor shall suspension by the SEC or the Trading Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Trading Market or (II) by receiving a notification from the Trading Market of falling below the minimum maintenance requirements of the Trading Market that is not subject to a cure period.

(d) The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Trading Market, if any.

(e) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(f) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Note).

(g) The Company shall have notified the Trading Market to list or designate for quotation (as the case may be) the maximum number of Conversion Shares issuable pursuant to the Convertible Note to be issued at such Closing.

(h) From the date hereof to the Closing Date, trading in the Ordinary Shares shall not have been suspended by the SEC or the Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to such Closing), and (ii) at any time from the date hereof to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Investor, makes it impracticable or inadvisable to purchase the Securities at the Closing.

(i) The board of directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not been amended, rescinded or materially modified and remains in full force and effect as of such Closing, and a true, correct and complete copy of such resolutions duly adopted by the board of directors of the Company shall have been provided to the Investor.

8. MISCELLANEOUS.

(a) Governing Law. This Agreement and the rights and obligations of the parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.

(b) Jurisdiction; Venue; Service.

(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the State of New York (the “Governing Jurisdiction”) and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.

(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Investor or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.

(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Investor arising out of or based upon this Agreement or any matter relating to this Agreement, or any other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Investor in any suit, claim, action, litigation or proceeding brought by the Investor against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Investor brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Investor against the Company. The Company agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Investor in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Investor arising out of or based upon this Agreement or any matter relating to this Agreement, or any other Transaction Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Investor agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(iv) The Company and the Investor irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Agreement, such service to become effective thirty (30) days after the date of mailing.

(v) Nothing herein shall affect the right of the Investor to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY MATTER RELATING TO THIS AGREEMENT, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

(d) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(e) Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(f) Entire Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the party to be charged with enforcement. As a material inducement for the Investor to enter into this Agreement, the Company expressly acknowledges and agrees that no due diligence or other investigation or inquiry conducted by the Investor, any of its advisors or any of its representatives shall affect the Investor’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document.

(g) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e-mail addresses for such communications shall be:

If to the Company, to:	Maris-Tech Ltd.
	2 Yitzhak Modai Street, Rehovot, 7608804, Israel Attn: Nir Bussy, Chief Financial Officer Email: Nir@maris-tech.com

With Copy to:

Sullivan & Worcester LLP
1251 Avenue of the Americas,
New York, NY 10020
Telephone: 212 660 3030
Attention: Oded Har-Even, Angela Gomes
E-mail: ohareven@sullivanlaw.com, agomes@sullivanlaw.com

If to the Investor:

[____]

and/or to such other address, e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s e-mail service provider containing the time, date, recipient e-mail address or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively

(h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of any of the Convertible Note (but excluding any purchasers of Underlying Securities, unless pursuant to a written assignment by the Investor). The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. In connection with any transfer of any or all of its Securities, the Investor may assign all, or a portion, of its rights and obligations hereunder in connection with such Securities without the consent of the Company, in which event such assignee shall be deemed to be an Investor hereunder with respect to such transferred Securities.

(i) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(j) Expenses. Except as otherwise expressly set forth in this Agreement or the Convertible Note, each of the Company and the Investor shall bear its own expenses in connection with the negotiation, preparation, execution and delivery of this Agreement, the Convertible Note and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

(k) Waiver of Jury Trial. EACH OF THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CONVERTIBLE NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(l) Further Assurances. From time to time following the date hereof, each of the Company and the Investor shall execute and deliver, or cause to be executed and delivered, such additional documents and instruments and take such further actions as the other party may reasonably request to carry out the intent and purposes of this Agreement and the other Transaction Documents.

(m) Taxes. All payments made by the Company to the Investor under the Convertible Note and all issuances of Ordinary Shares upon conversion of the Convertible Note shall, to the extent permitted by applicable law, be made free and clear of and without withholding or deduction for any taxes, except as required by applicable law. If the Company is required by applicable law to withhold or deduct any tax from any such payment or issuance, the Company shall make such withholding or deduction and remit the full amount so withheld or deducted to the relevant governmental authority in accordance with applicable law and, upon request, shall provide the Investor with evidence of such payment.

[REMAINDER PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF ,the Investor and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

COMPANY:

MARIS TECH LTD.

By:
Name:	Nir Bussy
Title:	Chief Financial Officer

By:
Name:	Israel Bar
Title:	Chief Executive Officer

INVESTOR:

By:
Name:
Title:

LIST OF EXHIBITS:

EXHIBIT A: FORM OF CONVERTIBLE NOTE

EXHIBIT A

FORM OF CONVERTIBLE NOTE

EX-99.1 5 ea026755401ex99-1_maris.htm PRESS RELEASE DATED NOVEMBER 28, 2025, TITLED "MARIS-TECH LTD. SECURES $2 MILLION FINANCING TO STRENGTHEN ITS CAPITAL STRUCTURE AND SUPPORT COMMERCIAL AND U.S. MARKET INITIATIVES."

Exhibit 99.1

Maris-Tech Ltd. Secures $2 Million Financing to Strengthen its
Capital Structure and Support Commercial and U.S. Market Initiatives

Rehovot, Israel, Nov. 28, 2025 (GLOBE NEWSWIRE) -- Maris-Tech Ltd. (Nasdaq: MTEK, MTEKW) (“Maris-Tech” or the “Company”), a global leader in video and artificial intelligence (“AI”)- based edge computing technology, today announced that it has entered into a Note Purchase Agreements (the “Purchase Agreement”) with institutional investors (the “Investors”), pursuant to which, the Company issued non-interest bearing convertible promissory notes in the aggregate principal amount of $2,000,000 (the “Notes”). The Company intends to use the net proceeds from the sale of the Notes for working capital and general corporate purposes, and to support initiatives intended to strengthen the Company’s capital structure and its U.S. commercial market activities.

The Notes are convertible into ordinary shares of the Company pursuant to their terms, which include set conversion periods and a conversion price floor. One Note provides for an initial conversion window beginning six months after issuance, followed by full convertibility beginning twelve months after issuance. The other Note becomes fully convertible beginning twelve months after issuance. Any remaining outstanding principal under either Note will automatically convert after twenty-four months in accordance with the conversion formula and subject to the conversion price floor.

The Notes were, and the ordinary shares issued upon conversion of the Notes will be, issued and sold in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and have not been registered under the Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities law.

About Maris-Tech Ltd.

Maris-Tech is a global leader in video and AI-based edge computing technology, pioneering intelligent video transmission solutions that conquer complex encoding-decoding challenges. Our miniature, lightweight, and low-power products deliver high-performance capabilities, including raw data processing, seamless transfer, advanced image processing, and AI-driven analytics. Founded by Israeli technology sector veterans, Maris-Tech serves leading manufacturers worldwide in defense, aerospace, Intelligence gathering, HLS, and communication industries. We’re pushing the boundaries of video transmission and edge computing, driving innovation in mission-critical applications across commercial and defense sectors.

For more information, visit https://www.maris-tech.com/

Forward-Looking Statements Disclaimer

This press release contains “forward-looking statements” within the meaning of Section 27A of the Act, 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. For example, the Company is using forward-looking statements when it discusses the efforts to strengthen its capital structure and support its U.S. market initiatives and the expected use of proceeds from the issuance of the Notes. 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: its ability to successfully market its products and services, including in the United States; the acceptance of its products and services by customers; its continued ability to pay operating costs and ability to meet demand for its 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; its ability to successfully develop new products and services; its success establishing and maintaining collaborative, strategic alliance agreements, licensing and supplier arrangements; its ability to comply with applicable regulations; and the other risks and uncertainties described in the Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 28, 2025, and its other filings with the Securities and Exchange Commission. The Company undertakes 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:

Nir Bussy, CFO

Tel: +972-72-2424022

Nir@maris-tech.com