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ParaZero Technologies Ltd

For the period ended Dec 31, 2023. Filed Mar 21, 2024.

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About this filing

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.

FY2023 · Filed Mar 21, 2024

PRZO$0.47-1.9%Stored close · as of Nov 6, 2026
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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 ____________

For the transition period from ____________ to ____________

Commission File No.:001-41760

**ParaZero Technologies Ltd. **

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

State of Israel30 Dov Hoz Kiryat Ono, 5555626, Israel
(Jurisdiction of incorporation or organization)(Address of principal executive offices)

Boaz Shetzer

Chief Executive Officer

30 Dov Hoz

Kiryat Ono, Israel 55555626

**Tel: +972-3-688-5252 **

**Email: contact@ParaZero.com **

(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 to be registeredTrading Symbol(s)Name of each exchange on which each class is to be registered
Ordinary Shares, par value NIS 0.02 per sharePRZOThe Nasdaq Stock Market LLC

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

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2023:10,073,956 Ordinary Shares.

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 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 Exchange Act 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 during the preceding 12 months. 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.

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒
Emerging Growth Company ☒

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 7(a)(2)(B) of the Securities 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. Yes☐ No☒

TABLE OF CONTENTS

Page
INTRODUCTIONiii
EMERGING GROWTH COMPANY STATUSiii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiv
MARKET, INDUSTRY, AND OTHER DATAv
PART I1
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.[Reserved]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4.INFORMATION ON THE COMPANY30
A.History and Development of the Company30
B.Business Overview30
C.Organizational Structure45
D.Property, Plants and Equipment45
ITEM 4A.UNRESOLVED STAFF COMMENTS45
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS45
A.Operating Results47
B.Liquidity and Capital Resources50
C.Research and Development, Patents and Licenses53
D.Trend Information53
E.Critical Accounting Estimates53
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES54
A.Directors and Senior Management54
B.Compensation57
C.Board Practices58
D.Employees
E.Share Ownership
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS72
A.Major Shareholders72
B.Related Party Transactions73
C.Interests of Experts and Counsel74
ITEM 8.FINANCIAL INFORMATION75
A.Consolidated Statements and Other Financial Information75
B.Significant Changes75
ITEM 9.THE OFFER AND LISTING75
A.Offer and Listing Details75
B.Plan of Distribution75
C.Markets75
D.Selling Shareholders75
E.Dilution75
F.Expenses of the Issue75

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ITEM 10.ADDITIONAL INFORMATION75
A.Share Capital75
B.Articles of Association75
C.Material Contracts76
D.Exchange Controls76
E.Taxation76
F.Dividends and Paying Agents85
G.Statement by Experts85
H.Documents on Display85
I.Subsidiary Information85
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK86
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES87
PART II88
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES88
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS88
ITEM 15.CONTROLS AND PROCEDURES88
ITEM 16.[RESERVED]88
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT89
ITEM 16B.CODE OF ETHICS89
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES89
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES89
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS90
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT90
ITEM 16G.CORPORATE GOVERNANCE90
ITEM 16H.MINE SAFETY DISCLOSURE92
ITEM 16IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS93
ITEM 16JINSIDER TRADING POLICIES93
ITEM 16KCYBERSECURITY93
PART III94
ITEM 17.FINANCIAL STATEMENTS94
ITEM 18.FINANCIAL STATEMENTS94
ITEM 19.EXHIBITS94
SIGNATURES96

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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.