ELTEK LTD
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Mar 26, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F
For the fiscal year ended December 31, 2025
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
For the fiscal year ended December 31,2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
OR
| ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report...........
Commission file number 0-28884
ELTEK LTD.
(Exact name of Registrant as specified in its charter
and translation of Registrant's name into English)
Israel
(Jurisdiction of incorporation or organization)
20 Ben Zion Gelis Street, Sgoola Industrial Zone, Petach Tikva 4927920, Israel
(Address of principal executive offices)
Ron Freund,+972-3-9395025 (phone), +972-3- 9342584 (fax)
20 Ben Zion Gelis Street, Sgoola Industrial Zone, Petach Tikva 4927920, Israel
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, NIS 3.00 Nominal Value | ELTK | NASDAQ Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to section 15(d) of the act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
6,719,827 Ordinary Shares, nominal value NIS 3.00 per share (as of December 31, 2025)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
Yes ☐No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:
Yes ☐No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
|---|---|
| Emerging growth company ☐ | Non-accelerated filer ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
|---|
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No☒
This report on Form 20-F is being incorporated by reference into our Registration Statement on Form S-8 (Registration No. 333-233958).
INTRODUCTION
We manufacture, market and sell technologically advanced custom-made printed circuit boards, or PCBs, including high density interconnect, or HDI, flex-rigid and rigid boards, with high layer counts. Our principal customers include manufacturers of defense and aerospace, medical, industrial, telecom and networking equipment, as well as contract electronic manufacturers. We were incorporated in 1970 under the laws of the State of Israel. Since our initial public offering in January 1997, our ordinary shares have been listed on the NASDAQ Stock Market (symbol: ELTK) and are presently traded on the NASDAQ Capital Market. As used in this annual report, the terms “we,” “us” and “our” mean Eltek Ltd. and its subsidiaries, unless otherwise indicated.
Our functional currency is the New Israeli Shekel while our reporting currency is the U.S. Dollar. All references in this annual report to “dollars” or “$” are to U.S. Dollars and all references in this annual report to “NIS” are to New Israeli Shekels. Our consolidated financial statements appearing in this annual report are prepared in accordance with U.S. GAAP. The consolidated financial statements appearing in this annual report are translated into dollars at the representative rate of exchange under the current rate method. Under such method, the income statement and cash flows statement items for each year (or period) stated in this report are translated into dollars using the average exchange rates in effect at each period presented, and assets and liabilities for each year (or period) are translated using the exchange rate as of the balance sheet date as published by the Bank of Israel ($1.00 = NIS 3.19 as of December 31, 2025), except for equity accounts, which are translated using the rates in effect at the date of the transactions. All resulting exchange differences that do not affect our earnings are reported in the accumulated other comprehensive income as a separate component of shareholders’ equity.
Statements made in this annual report concerning the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms. If we filed any of these documents as an exhibit to this annual report or to any registration statement or annual report that we previously filed, you may read the document itself for a complete description of its terms.
Except for the historical information contained in this annual report, the statements contained in this annual report are “forward‑looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995, as amended, with respect to our business, financial condition and results of operations. Such forward-looking statements reflect our current view with respect to future events and financial results. We urge you to consider that statements which use the terms “anticipate,” “believe,” “do not believe,” “expect,” “plan,” “intend,” “estimate” and similar expressions are intended to identify forward‑looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly release any update or revision to any forward‑looking statements to reflect new information, future events or circumstances, or otherwise after the date hereof. We have attempted to identify significant uncertainties and other factors affecting forward-looking statements in the Risk Factors section that appears in Item 3.D. “Key Information- Risk Factors.”
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TABLE OF CONTENTS
| Page No. | |||
|---|---|---|---|
| PART I | 1 | ||
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 | |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 | |
| ITEM 3. | KEY INFORMATION | 1 | |
| A. | [RESERVED] | 1 | |
| B. | Capitalization and Indebtedness | 1 | |
| C. | Reasons for the Offer and Use of Proceeds | 1 | |
| D. | Risk Factors | 1 | |
| ITEM 4. | INFORMATION ON THE COMPANY | 22 | |
| A. | History and Development of the Company | 22 | |
| B. | Business Overview | 23 | |
| C. | Organizational Structure | 28 | |
| D. | Property, Plants and Equipment | 28 | |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 28 | |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 29 | |
| A. | Operating Results | 29 | |
| B. | Liquidity and Capital Resources | 32 | |
| C. | Research and Development, Patents and Licenses | 33 | |
| D. | Trend Information | 33 | |
| E. | Critical Accounting Estimates | 33 | |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 34 | |
| A. | Directors and Senior Management | 35 | |
| B. | Compensation | 38 | |
| C. | Board Practices | 39 | |
| D. | Employees | 37 | |
| E. | Share Ownership | 38 | |
| F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation | 50 | |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 51 | |
| A. | Major Shareholders | 51 | |
| B. | Related Party Transactions | 51 | |
| C. | Interests of Experts and Counsel | 52 | |
| ITEM 8. | FINANCIAL INFORMATION | 52 | |
| A. | Consolidated Statements and Other Financial Information | 53 | |
| B. | Significant Changes | 53 | |
| ITEM 9. | THE OFFER AND LISTING | 54 | |
| A. | Offer and Listing Details | 54 | |
| B. | Plan of Distribution | 54 | |
| C. | Markets | 54 | |
| D. | Selling Shareholders | 54 | |
| E. | Dilution | 54 | |
| F. | Expense of the Issue | 54 | |
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| ITEM 10. | ADDITIONAL INFORMATION | 55 | |
| A. | Share Capital | 55 | |
| B. | Memorandum and Articles of Association | 55 | |
| C. | Material Contracts | 56 | |
| D. | Exchange Controls | 56 | |
| E. | Taxation | 56 | |
| F. | Dividends and Paying Agents | 64 | |
| G. | Statement by Experts | 64 | |
| H. | Documents on Display | 64 | |
| I. | Subsidiary Information | 64 | |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS | 65 | |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 65 | |
| PART II | 65 | ||
|---|---|---|---|
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 65 | |
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 65 | |
| ITEM 15. | CONTROLS AND PROCEDURES | 66 | |
| ITEM 16. | [RESERVED] | 66 | |
| ITEM 16A. | Audit Committee Financial Expert | 66 | |
| ITEM 16B. | Code Of Ethics | 67 | |
| ITEM 16C. | Principal AccountANT Fees And Services | 67 | |
| ITEM 16D. | Exemptions From The Listing Standards For Audit CommitteeS | 67 | |
| ITEM 16E. | PurchaseS Of Equity Securities By The Issuer And AffiliateD Purchasers | 67 | |
| ITEM 16F. | CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT | 68 | |
| ITEM 16G. | CORPORATE GOVERNANCE | 68 | |
| ITEM 16H. | MINE SAFETY DISCLOSURE | 68 | |
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 68 | |
| ITEM 16J. | INSIDER TRADING POLICIES | 69 | |
| ITEM 16K. | CYBERSECURITY | 69 | |
| ITEM 17. | FINANCIAL STATEMENTS | 69 | |
| ITEM 18. | FINANCIAL STATEMENTS | 69 | |
| ITEM 19. | EXHIBITS | 70 | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.