SCHEDULE 13D/A: Maris-Tech Director Joseph Gottlieb Boosts Stake, Receives New Stock Options

Joseph Gottlieb, a director of Maris-Tech Ltd., has increased his beneficial ownership to 11.9% through open market purchases and a new grant of stock options, reinforcing his commitment to the company.

Summary

• Joseph Gottlieb, a director of Maris-Tech Ltd., has increased his beneficial ownership in the company to 950,025 Ordinary Shares, representing approximately 11.9% of the outstanding shares.
• This updated ownership is based on 7,878,501 Ordinary Shares outstanding as of June 30, 2024.
• His beneficial ownership includes 878,625 Ordinary Shares and warrants to purchase an additional 71,400 Ordinary Shares exercisable within 60 days of March 13, 2025, with an exercise price of $5.25 per share.
• On December 31, 2024, Mr. Gottlieb purchased 18,500 Ordinary Shares in an open market transaction using personal funds.
• On March 4, 2024, he was granted options to purchase 7,500 Ordinary Shares at an exercise price of $1.06 per share, totaling a potential exercise cost of $7,950.
• These options will vest 50% on January 15, 2026 (two years from the vesting commencement date of January 15, 2024), with the remaining 50% vesting quarterly thereafter over two years, and will expire on March 3, 2029.

Sentiment

Score: 7

Explanation: The document indicates increased beneficial ownership by a key director through both open market purchases and a new option grant, signaling strong insider confidence and alignment with shareholder interests. While there are standard restrictions and tax liabilities for the optionee, these are typical for such agreements and do not detract significantly from the overall positive signal of increased insider commitment.

Positives

• Joseph Gottlieb, a director, increased his beneficial ownership to 11.9%, demonstrating strong confidence in Maris-Tech Ltd.
• The open market purchase of 18,500 Ordinary Shares with personal funds signals a direct financial commitment.
• The grant of 7,500 stock options aligns the director's long-term interests with those of the shareholders.

Negatives

• The option agreement states that while an employee, the optionee cannot exercise options or sell shares without the company's prior approval, which could be seen as a minor restriction for the optionee.
• The optionee is solely responsible for all taxes, fees, and liabilities associated with the options and shares.

Risks

• The company may cancel options in case of a breach of the Option Agreement by the Optionee.
• The Optionee is restricted from exercising options or selling shares without prior company approval while an employee, due to related party transaction compliance.
• Options or shares held in trust cannot be sold or transferred prior to the lapse of the restricted period unless all applicable taxes are paid.
• The Optionee waives any claim regarding the company's future issuance of additional awards or increase in share capital.
• The Option Agreement does not guarantee continued employment or services for the Optionee.

Future Outlook

The document indicates that the company intends to issue additional awards in the future to various entities and individuals and may increase its share capital by new securities as it finds expedient.

Management Comments

• "Optionee (Joseph Gottlieb) acknowledges and agrees that the vesting of options is earned only by continuing as an employee or a service provider at the will of the company."
• "Optionee further acknowledges and agrees that this Option Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued employment or services and shall not interfere in any way with Optionee's right or the Company's right to terminate Optionee's employment at any time, with or without cause."
• "Optionee agrees to be named in any document related to the IPO or to any publication related to Company being a public company and agrees that the exercise price is amended, if so required by the relevant securities laws and regulations."
• "Optionee waives any claim and/or demand it has or may have regarding such issuance or increase [of additional awards or share capital]."

Industry Context

NA

Corporate Governance

Related Party Transactions

• The Option Agreement for 7,500 shares granted to Joseph Gottlieb, a director, is explicitly identified as a related party transaction.
• Due to the delicacy of related party transactions, Joseph Gottlieb, while an employee, requires the Company's prior approval to exercise options or sell shares.

Stakeholder Impact

• Shareholders: Benefit from increased alignment of a key director's interests with their own through increased ownership and stock options, potentially signaling confidence in the company's future.
• Employees (specifically Joseph Gottlieb): Receives equity compensation for services, incentivizing long-term commitment and performance.
• Company: Secures continued service from a director and aligns his interests with corporate performance.

Next Steps

• Continued service by Joseph Gottlieb to facilitate option vesting.
• Potential future issuance of additional awards by the Company.
• Potential future increase in the Company's share capital.
• Joseph Gottlieb may exercise warrants to purchase 71,400 Ordinary Shares within 60 days of March 13, 2025.
• Joseph Gottlieb may exercise the 7,500 stock options upon vesting, starting January 15, 2026.

Key Dates

Keywords

Maris-Tech Ltd., Joseph Gottlieb, Schedule 13D/A, beneficial ownership, stock options, share purchase, insider trading, corporate governance, SEC filing, M68057104, Israel