Exhibit 99.1
MARIS-TECH LTD.
INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2024
UNAUDITED
INDEX
| Page | ||
| Balance Sheets | 1 – 2 | |
| Statements of Operations | 3 | |
| Statements of Changes in Shareholders’ Equity | 4 | |
| Statements of Cash Flows | 5 – 6 | |
| Notes to Interim Financial Statements | 7 |
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MARIS-TECH LTD.
BALANCE SHEETS
U.S. dollars
| June 30, 2024 | December 31, 2023 | |||||||
| Unaudited | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term bank deposits | ||||||||
| Trade receivables, net | ||||||||
| Other receivables and prepaid expenses | ||||||||
| Inventories | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Restricted deposits | ||||||||
| Property, plant and equipment, net | ||||||||
| Severance pay fund | ||||||||
| Operating lease right-of-use assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
The accompanying notes are an integral part of the interim financial statements.
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MARIS-TECH LTD.
BALANCE SHEETS
U.S. dollars, except share and per share data
| June 30, 2024 | December 31, 2023 | |||||||
| Unaudited | ||||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | $ | $ | ||||||
| Current maturities of long-term loans and balance from related parties | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM LIABILITIES: | ||||||||
| Long-term loans from related parties | ||||||||
| Non-current operating lease liabilities | ||||||||
| Accrued severance pay | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary shares, par value per share: Authorized: | ||||||||
| Treasury shares at cost ( | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the interim financial statements.
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MARIS-TECH LTD.
STATEMENTS OF OPERATIONS
U.S. dollars
| Six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit (loss) | ( | ) | ||||||
| Operating expenses | ||||||||
| Research and development, net | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Profit (loss) from operations | ( | ) | ||||||
| Financial income, net | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Basic earnings (loss) per ordinary share | $ | $ | ( | ) | ||||
| Diluted earnings (loss) per ordinary share | $ | $ | ( | ) | ||||
| Weighted-average shares used to compute net income (loss) per share: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
The accompanying notes are an integral part of the interim financial statements.
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MARIS-TECH LTD.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars, except share and per share data
| Number of shares issued | Treasury shares | Share capital | Additional paid in capital | Accumulated deficit | Total | |||||||||||||||||||
| Balance as of January 1, 2024 | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||
| Number of shares issued | Treasury shares | Share capital | Additional paid in capital | Accumulated deficit | Total | |||||||||||||||||||
| Balance as of January 1, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Repurchase of treasury shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2023 | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| *) |
The accompanying notes are an integral part of the interim financial statements.
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MARIS-TECH LTD.
STATEMENTS OF CASH FLOWS
U.S. dollars
| Six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Change is operating lease liabilities | ( | ) | ( | ) | ||||
| Share-based compensation | ||||||||
| Decrease in accrued severance pay | ( | ) | ( | ) | ||||
| Decrease (increase) in trade receivables, net | ( | ) | ||||||
| Increase in other receivables | ( | ) | ( | ) | ||||
| Decrease (increase) in inventories | ( | ) | ||||||
| Decrease in trade payables | ( | ) | ( | ) | ||||
| Increase (decrease) in other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from short-term deposits | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Repurchase of treasury share | ( | ) | ||||||
| Repayment of loan from related party | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Increase (Decrease) in cash, cash equivalents and restricted deposit | ( | ) | ||||||
| Cash, cash equivalents and restricted deposit at the beginning of the year | ||||||||
| Cash, cash equivalents and restricted deposits at the end of the period | $ | $ | ||||||
The accompanying notes are an integral part of the interim financial statements.
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MARIS-TECH LTD.
STATEMENTS OF CASH FLOWS
U.S. dollars
| Six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Right-of-use assets obtained in the exchange for operating lease liabilities | $ | |||||||
| Supplementary disclosure on cash flows: | ||||||||
| Interest received | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
The following table provides a summary of cash, cash equivalents and restricted cash that constitute the total amounts shown in the statements of cash flows:
| Six months ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Long term restricted deposit | ||||||||
| Cash, cash equivalents and restricted deposit | $ | $ | ||||||
The accompanying notes are an integral part of the interim financial statements.
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
U.S. dollars
| NOTE 1:- | GENERAL |
| a. | Introduction: |
Maris-Tech Ltd. (the “Company”) was incorporated in 2008, in Israel. The Company develops, designs, manufactures and markets high-end digital video and audio products and solutions, including artificial intelligence functionality, for the professional as well as the civilian and home security markets, defense and homeland security markets, which can be sold off the shelf or fully customized to meet customers’ requirements.
On February 4, 2022, the Company closed an initial public offering (“IPO”). The ordinary shares, no par value per share (the “Ordinary Shares”) and the warrants to purchase ordinary shares, issued as part of the IPO, were approved for listing on the Nasdaq Capital Market (“Nasdaq”) and commenced trading under the symbol “MTEK” and “MTEKW,” respectively, on February 2, 2022.
The Company operates in Israel and sells to customers in other countries, including the United States, Australia, United Kingdom, India and Switzerland
| b. | These financial statements have been prepared in a condensed format as of June 30, 2024 and for the six months then ended (“interim financial statements”). These financial statements should be read in conjunction with the Company’s audited annual financial statements as of December 31, 2023 and for the year then ended and accompanying notes (“annual financial statements”). |
| c. | Liquidity and capital resources: |
The
Company has experienced negative cash flows from operations since its inception and has relied on its ability to fund its operations
primarily through proceeds from sales of Ordinary Shares, preferred shares, warrants and long-term loans from related parties. As of
June 30, 2024 and December 31, 2023, the Company had working capital of $
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
U.S. dollars
| NOTE 1:- | GENERAL (Cont.) |
Based on management’s projections of the business results for the next twelve months, management concluded that the Company has sufficient liquidity to satisfy its obligations over the next twelve months from August 28, 2024, the date of issuance of these financial statements.
| NOTE 2:- | SIGNIFICANT ACCOUNTING POLICIES |
| a. | Basis of preparation of the interim financial statements: |
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, and include the accounts of Maris-Tech Ltd.
The balance sheet as of December 31, 2023, was derived from the audited financial statements as of that date, but does not include all of the disclosures, including certain notes required by U.S. GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited financial statements should be read in conjunction with the audited financial statements and the related notes thereto as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 21, 2024.
In management’s opinion, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2024, the Company’s results of operations, shareholders’ equity and cash flows for the six months ended June 30, 2024 and 2023. The results for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any other future interim or annual period.
| b. | Significant Accounting Policies |
The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023. There have been no significant changes to these policies during the six months ended June 30, 2024.
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
U.S. dollars
| NOTE 2:- | SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
| c. | Functional currency: |
A majority of the Company’s customer orders are indexed to United States dollars (“dollar” or “U.S. dollars”). In addition, a substantial portion of the Company’s purchase orders are indexed to the dollar. The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Accounting Standards Codification (ASC) No. 830 “Foreign Currency Matters”. All transaction gains and losses from the re-measured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate.
| d. | Use of estimates: |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the allocation of transaction price among various performance obligations, the estimated benefit period of deferred contract acquisition costs, the allowance for credit losses, the fair value of acquired intangible assets and goodwill, the useful lives of acquired intangible assets and property and equipment, the incremental borrowing rate for operating leases, and the valuation of deferred tax assets and uncertain tax positions. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
U.S. dollars
| NOTE 3:- | REVENUES |
Disaggregation of revenue
| Six months ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Sales of products | $ | $ | ||||||
| Services and Non-recurring engineering and proof of concept contracts | ||||||||
| $ | $ | |||||||
| Six months ended | ||||||||||||||||
| June 30, 2024 | Percentage of Revenue | June 30, 2023 | Percentage of Revenue | |||||||||||||
| Israel | % | % | ||||||||||||||
| England | % | % | ||||||||||||||
| United States | % | % | ||||||||||||||
| Rest of World | % | % | ||||||||||||||
| $ | % | $ | % | |||||||||||||
| NOTE 4:- | LEASES |
The Company is a party to three lease agreements for its facilities in Israel which expire in October 2024. The Company has the option to extend the agreements for additional periods until October 2027. In addition, the Company also leases vehicle under operating lease agreement, which expires in 2027.
| Remaining of 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total undiscounted cash flows | $ | |||
| Less - imputed interest | ||||
| Present value of operating lease liabilities | $ |
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
U.S. dollars
| NOTE 4:- | LEASES (Cont.) |
| Weighted-average remaining lease term (years) | ||||
| Weighted-average discount rate | % |
| NOTE 5:- | COMMITMENTS AND CONTINGENCIES |
| a. | Liens: |
The
Company’s long-term restricted deposits in the amounts of $
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
U.S. dollars
| NOTE 6:- | NET LOSS PER SHARE |
| Six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Basic net earnings (loss) per ordinary share: | ||||||||
| Numerator: | ||||||||
| Allocation of undistributed earnings | $ | $ | ( | ) | ||||
| Denominator: | ||||||||
| Weighted average number of shares | ||||||||
| Basic earnings (loss) per ordinary share | $ | $ | ( | ) | ||||
| Diluted net earnings (loss) per ordinary share: | ||||||||
| Numerator: | ||||||||
| Allocation of undistributed earnings | $ | $ | ( | ) | ||||
| Denominator: | ||||||||
| Number of shares used in basic calculation | ||||||||
| Effect of dilutive securities: | ||||||||
| Weighted average effect of dilutive securities | ||||||||
| Denominator for diluted earnings per ordinary share | ||||||||
| Diluted earnings (loss) per ordinary share | $ | $ | ( | ) | ||||
| * | After deduction of the weighted number of shares resulting from the purchase of treasury shares |
The
total weighted average number of shares related to outstanding options that have been excluded from the computation of diluted net loss
per Ordinary Share due to their antidilutive effect was
| NOTE 7:- | EQUITY |
| a. | Share capital: |
As
of June 30, 2024, the Company’s share capital was composed of
| b. | Treasury shares: |
On
June 1, 2022, the Company announced that its board of directors has authorized a share repurchase plan (the “Repurchase Plan”)
allowing the Company to invest up to $
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
U.S. dollars
| NOTE 7:- | EQUITY (Cont.) |
The Repurchase Plan authorized the Company’s management to repurchase Ordinary Shares, from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. Such repurchases will be made in accordance with applicable U.S. securities laws and regulations, under the U.S. Securities Exchange Act of 1934, as amended, and applicable Israeli law, and was subject to the approval of the Israeli court, which ensured that the Company has enough resources for the Repurchase Plan without affecting its other on-going obligations and commitments.
On
March 31, 2023, the Company completed the Repurchase Plan. The Company repurchased
| NOTE 8:- | SHARE BASED COMPENSATION |
On
May 15, 2023, the compensation committee of the board of directors of the Company, approved and recommended that the Company’s
shareholders approve, the repricing of the exercise price of the existing options to purchase Ordinary Shares of the Company of certain
of the Company’s officers, directors and service providers, who currently provide services to the Company, from $
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
U.S. dollars
| NOTE 8:- | SHARE BASED COMPENSATION (Cont.) |
Six months ended 2024 | ||||
| Cost of revenues | $ | |||
| Research and development, net | ||||
| Sales and marketing | ||||
| General and administrative | ||||
| Total expenses | $ | |||
| Number of options | Weighted average exercise price | Weighted- average remaining contractual term (in years) | Aggregate intrinsic value | |||||||||||||
| Options outstanding as of December 31, 2023 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Options outstanding as of June 30, 2024 | $ | $ | ||||||||||||||
| Options exercisable as of June 30, 2024 | $ | $ | ||||||||||||||
On
January 15, 2024, the Company granted warrants to purchase up to an aggregate of
As
of June 30, 2024, unrecognized share-based compensation cost related to unvested share-based compensation awards was $
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
U.S. dollars
| NOTE 9:- | RELATED PARTY TRANSACTIONS |
On
March 2, 2023, the Company entered into an amendment (the “Amendment”) to the loan facility agreement (as amended on June
30, 2021, the “Loan Facility Agreement”) with Israel Bar, the Company’s Chief Executive Officer, director and largest
shareholder, and Joseph Gottlieb, another director and the Company’s second largest shareholder, pursuant to which the Company
(i) amended the repayment terms set in the Loan Facility Agreement to provide that the amounts outstanding under the Loan Facility Agreement
shall be due and payable in 24 equal monthly payments, commencing on February 4, 2024, subject to availability of free cash (as defined
in the Amendment) of the Company, and (ii) clarified that the total amount due to Mr. Gottlieb under the Loan Agreement is NIS
On
March 3, 2021, the Company entered into a service agreement with Mr. Elad Kashi, a relative of Mr. Israel Bar, the Company’s Chief
Executive Officer and a director of the Company, pursuant to which Mr. Kashi provides the Company with mechanical design services as
requested by the Company in exchange for hourly compensation of (approximately $
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