Exhibit 99.1
MARIS-TECH LTD.
INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
UNAUDITED
INDEX
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MARIS-TECH LTD.
BALANCE SHEETS
U.S. dollars
June
30, | December 31, 2024 | |||||||
| Unaudited | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| 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, | December 31, 2024 | |||||||
| Unaudited | ||||||||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short-term bank credit line | $ | $ | ||||||
| Trade payables | ||||||||
| Other current liabilities | ||||||||
| Current liabilities from related parties | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT 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, | ||||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Research and development, net | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Profit (loss) from operations | ( | ) | ||||||
| Financial income (expenses), 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 (UNAUDITED)
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, 2025 | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||
| Share-based compensation | - | - | - | |||||||||||||||||||||
| Exercise of warrants | - | - | ||||||||||||||||||||||
| Exercise of options | - | - | ||||||||||||||||||||||
| Net loss | - | - | - | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balance as of June 30, 2025 | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||
| 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 | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||
| *) | Less than $1. |
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, | ||||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Financial expense (income) | ( | ) | ||||||
| Share-based compensation | ||||||||
| Decrease (increase) in trade receivables, net | ( | ) | ||||||
| Decrease (increase) in other receivables and prepaid expenses | ( | ) | ||||||
| Decrease (increase) in inventories | ( | ) | ||||||
| Decrease in trade payables | ( | ) | ( | ) | ||||
| Decrease in other current liabilities | ( | ) | ( | ) | ||||
| Increase (decrease) in accrued severance pay | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from short-term deposits | ||||||||
| Proceeds from exercise of warrants and options | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from short-term bank credit line, net | ||||||||
| Repayment of loan from related party | ( | ) | ( | ) | ||||
| Net cash provided by (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, | ||||||||
| 2025 | 2024 | |||||||
| 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, 2025 | June
30, 2024 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Non-current 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 (UNAUDITED)
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,
The Company operates in Israel and sells to customers in other countries, including the United States, Australia, United Kingdom, India and Switzerland.
During October 2024, the Company formed a wholly-owned subsidiary, Maris North America Inc. (“Maris North America”), under the laws of Delaware. As of June 30, 2025, and the date of the issuance of these financial statements, the subsidiary has not commenced its operations and has no material assets or liabilities. Accordingly, no revenues, expenses, assets or liabilities of Maris North America have been included in the consolidated financial statements as of June 30, 2025.
| b. | These financial statements have been prepared in a condensed format as of June 30, 2025 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, 2024 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, warrants, bank loans and loans from related parties.
As of June 30, 2025 and December 31, 2024, the Company had cash and cash equivalents of $
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars
NOTE 1:- GENERAL (Cont.)
The Company expects to continue to incur negative cash flows from operating activities for the foreseeable future. The Company’s ability to continue to operate is dependent upon its success in commercializing its product candidates and raising additional funds to finance its activities. If the Company is unable to do so, it may be required to delay, reduce, or eliminate certain planned research and development programs. There is no assurance, however, that the Company will be successful in obtaining an adequate level of financing needed to continue to fund its operations for the long-term. Based on the Company’s current financial position, the Company believes that there is substantial doubt about its ability to fund its operations and satisfy its obligations for the next twelve months without obtaining additional financing, which raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should the Company be unable to continue as a going concern.
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, 2024, 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. 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, 2024, included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 28, 2025.
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 balance sheets as of June 30, 2025, the Company’s results of operations, shareholders’ equity and cash flows for the six months ended June 30, 2025 and 2024. The results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025 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, 2024. There have been no significant changes to these policies during the six months ended June 30, 2025.
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
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 useful lives of 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.
| e. | Fair value of financial instruments: |
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Include other inputs that are directly or indirectly observable in the marketplace.
Level 3 - Unobservable inputs that are supported by little or no market activity.
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The Company, in estimating fair value for financial instruments, determined that the carrying amounts of cash and cash equivalents, trade receivables, restricted deposits including deposits for employee benefits, trade payables and short-term bank credit line are equivalent to, or approximate their fair value due to the short-term maturity of these instruments.
| f. | Recently issued accounting pronouncements not yet adopted: |
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. For the Company, ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of this amendment on its consolidated financial statements and related disclosures.
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars
NOTE 3 – REVENUES
Disaggregation of revenue
The following table disaggregates the Company’s revenues based on the nature and characteristics of its contracts, for the six months ended June 30, 2025 and 2024:
| Six months ended | ||||||||
June 30, 2025 | June 30, 2024 | |||||||
| Sales of products | $ | $ | ||||||
| Services and Non-recurring engineering and proof of concept contracts | ||||||||
| $ | $ | |||||||
The following table summarizes revenue by region based on the shipping address of customers:
| Six months ended | ||||||||||||||||
| June 30, 2025 | Percentage of revenues | June 30, 2024 | Percentage of revenues | |||||||||||||
| Israel | % | % | ||||||||||||||
| England | % | % | ||||||||||||||
| United States | % | |||||||||||||||
| Rest of World | % | % | ||||||||||||||
| % | $ | % | ||||||||||||||
NOTE 4:- INVENTORY
June 30, 2025 | December 31, | |||||||
| Raw materials | $ | $ | ||||||
| In process and finished products | ||||||||
| $ | $ | |||||||
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars
NOTE 5:- LEASES
The Company is a party to three lease agreements for its facilities in Israel which expire in October 2027. In addition, the Company also leases a vehicle under an operating lease agreement, which expires in 2027.
Aggregate lease payments for the right of use assets over the remaining lease period as of June 30, 2025 are as follows:
| Remaining of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| Total undiscounted cash flows | $ | |||
| Less - imputed interest | ||||
| Present value of operating lease liabilities | $ |
The weighted-average remaining lease terms and discount rates for all of operating leases were as follows as of June 30, 2025:
| Weighted-average remaining lease term (years) | ||||
| Weighted-average discount rate | % |
NOTE 6:- COMMITMENTS AND CONTINGENCIES
| a. | Liens: |
The Company’s long-term restricted
deposits in the amounts of $
| b. | Credit Line: |
On March 26, 2025, the Company entered
into a $
As of June 30, 2025, the Company drew $
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars
NOTE 7:- NET LOSS PER SHARE
The following table presents the computation of basic and diluted net loss per share:
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| 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 | $ | ( | ) | $ | ||||
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 8:- EQUITY
| a. | Share capital: |
As
of June 30, 2025, the Company’s share capital was composed of
| b. | Treasury shares: |
As of June 30, 2025, the Company held
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars
NOTE 9:- SHARE BASED COMPENSATION
Share-based compensation was recorded in the following items within the statements of operation:
Six months ended 2025 | Six months ended 2024 | |||||||
| Cost of revenues | $ | $ | ||||||
| Research and development, net | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total expenses | $ | $ | ||||||
A summary of the share option activity for the six months ended June 30, 2025 is as follows:
| Number of options |
Weighted average exercise price | Weighted- average remaining contractual term (in years) |
Aggregate | |||||||||||||
| Options outstanding as of December 31, 2024 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercise | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Options outstanding as of June 30, 2025 | $ | $ | ||||||||||||||
| Options exercisable as of June 30, 2025 | $ | $ | ||||||||||||||
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MARIS-TECH LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars
NOTE 9:- SHARE BASED COMPENSATION (Cont.)
As
of June 30, 2025, unrecognized share-based compensation cost related to unvested share-based compensation awards was $
The Company used the Black Scholes option-pricing model to determine the fair value of options granted during 2025. The following assumptions were applied in determining the options’ fair value on their grant date:
| 2025 | ||||
| Risk-free interest rate (a) | % | |||
| Expected option term (years) (b) | ||||
| Expected share price volatility (c) | ||||
| Dividend yield (d) | ||||
| Weighted average grant date fair value | $ | |||
NOTE 10:- RELATED PARTY TRANSACTIONS
| a. | Since the Company’s inception, Israel Bar, the Company’s Chief Executive Officer, director
and largest shareholder, and Joseph Gottlieb, a
then director of the Company and the Company’s second largest shareholder, have provided loans to the Company in an aggregate amount
of NIS |
| b. | On March 3, 2021, the Company entered into a service agreement with a relative of the Company’s Chief Executive Officer and director (the “Service Provider”), pursuant to which the Service Provider provides the Company with mechanical design services as requested by the Company in exchange for hourly compensation of NIS |
NOTE 11:- SEGMENTS
The Company operates as
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