Filing Details
- Accession Number:
- 0001213900-25-023448
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-12 20:00:00
- Filed By:
- Joseph Gottlieb
- Company:
- Maris Tech Ltd.
- Filing Date:
- 2025-03-13
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Joseph Gottlieb | 950,025 | 0 | 950,025 | 0 | 950,025 | 11.9% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Maris Tech Ltd. (Name of Issuer) |
ORDINARY SHARES, NO PAR VALUE PER SHARE (Title of Class of Securities) |
M68057104 (CUSIP Number) |
Israel Bar 2 Yitzhak Modai Street,, Rehovot, L3, 7608804 972722424022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | M68057104 |
| 1 |
Name of reporting person
Joseph Gottlieb | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
950,025.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* See Item 5 for beneficial ownership information.
** Based on a total of 7,878,501 Ordinary Shares outstanding as of June 30, 2024, as reported in the Unaudited Interim Financial Statements of Maris-Tech Ltd., attached as Exhibit 99.1 to its Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on August 28, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
ORDINARY SHARES, NO PAR VALUE PER SHARE | |
| (b) | Name of Issuer:
Maris Tech Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
2 Yitzhak Modai Street, Rehovot,
ISRAEL
, 7608804. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Schedule 13D/A"), which amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC") on May 12, 2022 by the Reporting Person, as amended by Amendment No. 1 to Schedule 13D, filed with the SEC on May 2, 2023 (the "Schedule 13D"), is being filed to reflect Joseph Gottlieb's (the "Reporting Person") purchase of additional ordinary shares, no par value per share (the "Ordinary Shares"), of Maris-Tech Ltd., an Israeli company (the "Issuer"), as more fully described in Item 3 below.
This Schedule 13D relates to the Ordinary Shares of the Issuer. | ||
| Item 2. | Identity and Background | |
| (a) | Reporting Person is an Israeli citizen. | |
| (b) | The Reporting Person's business address is 2 Yitzhak Modai Street, Rehovot, 7608804, Israel. | |
| (c) | Chief Executive Officer of Colint Ltd., 1 HaMada Street, Rehovot, Israel and Innovative Industries Inc.,80-02 Kew Gardens Rd, suite 5002, Kew Gardens, New York, 11415. | |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, he is or has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, he is or has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Reporting Person is an Israeli citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
"Item 3. Source and Amount of Funds or Other Consideration" of the Schedule 13D is hereby amended to add the following:
On March 4, 2024, the Issuer granted to the Reporting Person options to purchase up to 7,500 Ordinary Shares, in consideration for his services as a director of the Issuer, under the Issuer's 2021 Share Option Plan.
On December 31, 2024, the Reporting Person purchased 18,500 Ordinary Shares in an open market transaction with his personal funds.
On March 4, 2024, the Issuer issued the Reporting Person options to purchase up to 7,500 Ordinary Shares, at an exercise price of $1.06 per share. 50% of such options will vest 24 months after January 15, 2024 and the remaining 50% will vest in equal amounts quarterly thereafter. The options will expire five years from March 4, 2024. | ||
| Item 4. | Purpose of Transaction | |
"Item 4. Purpose of Transaction." of the Schedule 13D is hereby amended to add the following:
On March 4, 2024, the Issuer issued the Reporting Person options to purchase up to 7,500 Ordinary Shares, at an exercise price of $1.06 per share. 50% of such options will vest 24 months after January 15, 2024 and the remaining 50% will vest in equal amounts quarterly thereafter. The options will expire five years from March 4, 2024. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | "Item 5. Interest in Securities of the Issuer" of the Schedule 13D is hereby amended and restated as follows:
The information provided herein is based upon 7,878,501 Ordinary Shares outstanding as of June 30, 2024, as reported in the Issuer's Unaudited Interim Financial Statements attached as Exhibit 99.1 to the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 28, 2024.
The Reporting Person beneficially owns 950,025 Ordinary Shares, representing approximately 11.9% of the outstanding Ordinary Shares. | |
| (b) | The Reporting Person holds sole voting and dispositive power over 950,025 Ordinary Shares of the Issuer consisting of (i) 878,625 Ordinary Shares, and (ii) warrants to purchase up to 71,400 Ordinary Shares exercisable within 60 days of March 13, 2025, and excluding 7,500 Ordinary Shares issuable upon the exercise of options held by the Reporting Person, at an exercise price of $1.06 per share, issued on March 4, 2024. The warrants have a per share exercise price of $5.25, were exercisable immediately upon issuance on February 4, 2022, and will expire on February 1, 2027. | |
| (c) | The Reporting Persons has not effected any transactions in the Ordinary Shares in the past 60 days, except as set forth in Item 3, which is incorporated by reference herein. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
"Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." of the Schedule 13D is not being amended by this Schedule 13D/A. | ||
| Item 7. | Material to be Filed as Exhibits. | |
"Item 7. Material to Be Filed as Exhibits" of the Schedule 13D is hereby amended to add the following:
Exhibit 1 Option Agreement, entered into as of January 15, 2024 by and among Joseph Gottlieb and Maris-Tech Ltd. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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