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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-266346

PROSPECTUS SUPPLEMENT

(To prospectus dated August 5, 2022)

625,000 Ordinary Shares

Eltek Ltd.
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We are offering 625,000 ordinary shares under this prospectus supplement and
the accompanying prospectus. Each ordinary share is being sold at a public
offering price of $16.00 per share.

Our ordinary shares are listed on the Nasdaq Capital Market, or Nasdaq under
the symbol "ELTK." The last reported sale price of our ordinary shares on
Nasdaq on February 12, 2024 was $22.40 per share.

The aggregate market value of our outstanding ordinary shares held by
non-affiliates as of the date of this prospectus supplement was approximately
$58,409,747, based on 6,068,648 ordinary shares outstanding, 2,607,578 of
which were held by non-affiliates, and a per share price of $22.40 based on
the closing sale price of our ordinary shares on February 12, 2024. During the
twelve calendar months prior to and including the date hereof, we did not sell
any securities pursuant to General Instruction I.B.5. of Form F-3.

Investing in our securities involves a high degree of risk. You should read
this prospectus supplement and the accompanying prospectus as well as the
information incorporated herein and therein by reference carefully before you
make your investment decision. See "Risk Factors" beginning on page S-5 of
this prospectus supplement and on page 12 of the accompanying prospectus.

Neither the U.S. Securities and Exchange Commission, the Israel Securities
Authority nor any state or other foreign securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.

Per Share Total
Offering price $ 16.00 $ 10,000,000
Underwriting discounts and commissions $ 0.96 $ 600,000
(1)
Proceeds, before expenses, to us $ 15.04 $ 9,400,000

(1) We have also agreed to reimburse the underwriter legal fees and expenses
in the amount of up to $75,000. See the section entitled "Underwriting".

The underwriters expect to deliver the shares to purchasers on or about
February 15, 2024.

ThinkEquity

The date of this prospectus supplement is February 12, 2024

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TABLE OF CONTENTS

Prospectus Supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT S-1
FORWARD-LOOKING STATEMENTS S-2
PROSPECTUS SUPPLEMENT SUMMARY S-3
THE OFFERING S-4
RISK FACTORS S-5
DIVIDEND POLICY S-8
USE OF PROCEEDS S-9
CAPITALIZATION S-10
DILUTION S-11
DESCRIPTION OF SECURITIES WE ARE OFFERING S-12
UNDERWRITING S-13
LEGAL MATTERS S-20
EXPERTS S-20
WHERE YOU CAN FIND MORE INFORMATION S-20
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE S-21

Prospectus

Page
FORWARDLOOKING STATEMENTS 2
SUMMARY 4
RISK FACTORS 5
USE OF PROCEEDS 5
DESCRIPTION OF ORDINARY SHARES 5
DESCRIPTION OF WARRANTS 5
DESCRIPTION OF UNITS 6
PLAN OF DISTRIBUTION 7
FOREIGN EXCHANGE CONTROLS AND OTHER LIMITATIONS 9
AUTHORIZED REPRESENTATIVE 10
OFFERING EXPENSES 10
LEGAL MATTERS 10
EXPERTS 10
WHERE YOU CAN FIND MORE INFORMATION 11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 11
ENFORCEABILITY OF CIVIL LIABILITIES 12

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a
registration statement on Form F-3 (File No. 333-266346) that we filed with
the Securities and Exchange Commission, or SEC, utilizing a "shelf"
registration process. This document is in two parts. The first part is the
prospectus supplement, including the documents incorporated herein by
reference, which describes the specific terms of this offering. The second
part is the accompanying prospectus, including the documents incorporated
therein by reference, which provides more general information about securities
we may offer from time to time, some of which may not apply to this offering.
We urge you to carefully read this prospectus supplement and the accompanying
prospectus, and the documents incorporated by reference herein and therein,
before buying any of the securities being offered under this prospectus
supplement. This prospectus supplement may add or update information contained
in the prospectus and the documents incorporated by reference therein. To the
extent that any statement we make in this prospectus supplement is
inconsistent with statements made in the accompanying prospectus or any
documents incorporated by reference therein that were filed before the date of
this prospectus supplement, the statements made in this prospectus supplement
will be deemed to modify or supersede those made in the accompanying
prospectus and such documents incorporated by reference therein. If any
statement in one of these documents is inconsistent with a statement in
another document having a later date - for example, a document incorporated by
reference in the accompanying prospectus - the statement in the document
having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus, or contained in
any free writing prospectus prepared by us or on our behalf. We have not, and
the placement agent has not, authorized anyone to provide you with different
information. If anyone provides you with different or inconsistent
information, you should not rely on it. The distribution of this prospectus
supplement and sale of these securities in certain jurisdictions may be
restricted by law. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. Persons in possession
of this prospectus supplement or the accompanying prospectus are required to
inform themselves about and observe any such restrictions. This prospectus
supplement and the accompanying prospectus are not, and under no circumstances
are to be construed as, an advertisement or a public offering of securities in
Israel. Any public offer or sale of securities in Israel may be made only in
accordance with the Israeli Securities Law, 5728-1968, or the Securities Law
(which requires, among other things, the filing of a prospectus in Israel or
an exemption therefrom). The information contained in this prospectus
supplement, the accompanying prospectus and the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus, and
in any free writing prospectus that we have authorized for use in connection
with this offering, is accurate only as of the date of those respective
documents regardless of the time of delivery of this prospectus supplement or
the accompanying prospectus or when any sale of our securities occurs. Our
business, financial condition, results of operations and prospects may have
changed since those dates.

You should read this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus, in their entirety, before making an investment
decision. You should also read and consider the information in the documents
to which we have referred you in the sections of this prospectus supplement
entitled "Where You Can Find More Information" and "Incorporation of Certain
Documents by Reference."

This prospectus supplement and the accompanying prospectus contain summaries
of certain provisions contained in some of the documents described herein, but
reference is made to the actual documents for complete information. All of the
summaries are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be filed or
will be incorporated herein by reference as exhibits to the registration
statement, and you may obtain copies of those documents as described below
under the section entitled "Where You Can Find More Information."

We further note that the representations, warranties and covenants made by us
in any agreement that is filed as an exhibit to any document that is
incorporated by reference herein were made solely for the benefit of the
parties to such agreement, including, in some cases, for the purpose of
allocating risk among the parties to such agreements, and should not be deemed
to be a representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of the date
when made. Accordingly, such representations, warranties and covenants should
not be relied on as accurately representing the current state of our affairs.

This prospectus supplement incorporates by reference market data and certain
industry data and forecasts that were obtained from market research databases,
consultant surveys commissioned by us, publicly available information, reports
of governmental agencies and industry publications and surveys. Industry
surveys, publications, consultant surveys commissioned by us and forecasts
generally state that the information contained therein has been obtained from
sources believed to be reliable. We have relied on certain data from
third-party sources, including internal surveys, industry forecasts and market
research, which we believe to be reliable based on our management's knowledge
of the industry. Statements as to our market position are based on the most
currently available data. While we are not aware of any misstatements
regarding the industry data presented in this annual report, our estimates
involve risks and uncertainties and are subject to change based on various
factors, including those discussed under the headings "Risk Factors" in this
prospectus supplement, and under similar headings in the other documents that
are incorporated herein by reference.

Certain figures included in this prospectus supplement have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.

As used herein, and unless the context suggests otherwise, the terms "Eltek,"
"we," "us," "our," "our company" and "the company" refer to Eltek Ltd. and its
consolidated subsidiaries. References to "dollar" and "$" are to U.S. dollars,
the lawful currency of the United States, and references to "NIS" are to New
Israeli Shekels, the lawful currency of the State of Israel. References to our
"ordinary shares" or "shares" refer to our ordinary shares, nominal value NIS
3.00 per share. References to our "2022 annual report" refer to our Annual
Report on Form 20-F for the year ended December 31, 2022, which we filed with
the SEC on March 23, 2023, and as amended on March 29, 2023.

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FORWARD-LOOKING STATEMENTS

This prospectus supplement, including the information incorporated by
reference, contains statements that are forward-looking statements about our
expectations, beliefs or intentions regarding, among other things, our product
development efforts, business, financial condition, results of operations,
strategies, plans and prospects. In addition, from time to time, we or our
representatives have made or may make forward-looking statements, orally or in
writing.

Forward-looking statements can be identified based on our use of forward-looking
words such as "believe," "expect," "intend," "plan," "may," "should,"
"anticipate," "could," "might," "seek," "target," "will," "project,"
"forecast," "continue" or their negatives or variations of these words or
other comparable words, or by the fact that these statements do not relate
strictly to historical matters. Forward-looking statements relate to
anticipated or expected events, activities, trends or results as of the date
they are made. Because forward-looking statements relate to matters that have
not yet occurred, these statements are inherently subject to risks and
uncertainties that could cause our actual results to differ materially from
any future results expressed or implied by the forward-looking statements.
Many factors could cause our actual activities or results to differ materially
from the activities and results anticipated in forward-looking statements.

We believe that our forward-looking statements are reasonable; however, these
statements are only current predictions and are subject to known and unknown
risks, uncertainties and other factors (including those identified above) that
may cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from those anticipated
by the forward-looking statements. We describe and/or refer to many of these
risks in greater detail under the caption "Item 3. Key Information- D. Risk
Factors" in our 2022 annual report and other documents incorporated by
reference herein.

All forward-looking statements contained in any of the foregoing documents
speak only as of the date of such documents and are expressly qualified in
their entirety by the cautionary statements contained within the "Risk
Factors" section of those documents (or documents incorporated by reference
therein). We do not undertake to update or revise forward-looking statements
to reflect events or circumstances that arise after the date on which such
statements are made or to reflect the occurrence of unanticipated events,
except as required by law. In evaluating forward-looking statements, you
should consider these risks and uncertainties and not place undue reliance on
our forward-looking statements. Many factors could cause our actual activities
or results to differ materially from the activities and results anticipated in
forward-looking statements, including, but not limited to:

. need for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all;

. the impact of the war and hostilities between Israel and Hamas and Israel and Hezbollah;

. dependency on one-of-a-kind machinery that may malfunction and may not be easily replaced;

. competition in the printed circuit boards ("PCB") market;

. rapid changes in the Israeli and international electronics industries and recessionary pressures;

. the impact of the political and security situation in Israel on our business;

. risks related to pandemics;

. our dependence upon a select number of suppliers for timely delivery of key raw materials;

. claims and litigation relating to environmental matters;

. damage to our manufacturing facilities due to fire, natural disaster, or other events;

. information technology system failures or breaches of our network security;

. our reliance on key members of our management team; and

. our expected use of proceeds from this offering.

We believe these forward-looking statements are reasonable; however, these
statements are only current predictions and are subject to known and unknown
risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be
materially different from those anticipated by the forward-looking statements.
Given these uncertainties, you should not rely upon forward-looking statements
as predictions of future events.

S - 2
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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about us, this offering and
selected information contained elsewhere in or incorporated by reference into
this prospectus supplement or the accompanying prospectus. This summary is not
complete and does not contain all of the information you should consider
before deciding whether to invest in our ordinary shares. You should read the
entire prospectus supplement and the accompanying prospectus carefully,
including "Risk Factors" on page S-5 and in the accompanying prospectus on
page 5, and the information incorporated by reference in this prospectus
supplement and the accompanying prospectus, before making an investment
decision.

Our Company

We were incorporated under the laws of the State of Israel on January 1, 1970.
We are a public limited liability company under the Israeli Companies Law, and
operate under that law and associated legislation.

We manufacture and supply technologically advanced custom-made circuitry
solutions for use in sophisticated and compact electronic products. We
provide specialized services and are a solution provider in the PCB business,
mainly in Israel, Europe, North America and Asia. PCBs are platforms that
conduct an electric current among active and passive microelectronics
components, microprocessors, memories, resistors and capacitors and are
integral parts of the products produced by hightechnology industries. Our
focus is on short run quick-turnaround, prototype, pre-production and low to
medium volume runs of high-end PCB products for high growth, advanced
electronics applications, mainly flex-rigid PCBs.

We design and develop innovative manufacturing solutions pursuant to complex
interconnect requirements of original equipment manufacturers, and provide our
customers with a wide range of custom designed PCBs, including complex rigid,
double-sided and multi-layer PCBs as well as flexible circuitry (flex and
flex-rigid boards) made of several types of high-performance base material.
To complement our quick-turnaround, prototype, pre-production and low to
medium volume production capability and provide our customers with single
source service, we also act as an agent for the importation of PCBs from
Southeast Asia when customers require high volume production runs, although
such activity was not significant in recent years.

The foregoing information about us is a summary and is not intended to be
comprehensive. For additional information about our business, you should refer
to the information under the heading "Incorporation of Documents by
Reference." Before making an investment decision, you should read the entire
prospectus supplement and accompanying prospectus, and our other filings with
the SEC, including those filings incorporated herein and therein by reference,
carefully, including the sections entitled "Risk Factors" and "Forward-Looking
Statements."

Corporate Information

Our registered offices and principal place of business are located at 20 Ben
Zion Gelis Street, Sgoola Industrial Zone, Petach-Tikva 4927920, Israel and
our telephone number is +972-3-9395025. Our website is www.nisteceltek.com.
We have included our website address in this prospectus supplement solely as
an inactive textual reference. Our authorized representative in the United
States is Eltek USA Inc., whose address is 85 West Combs Road, Suite 101, Sun
Tan Valley, AZ 85140.

.
S - 3
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THE OFFERING

Ordinary shares offered by us 625,000 ordinary shares

Ordinary shares outstanding immediately prior to the offering 6,068,648 ordinary shares

Ordinary shares outstanding immediately after the offering 6,693,648 ordinary shares

Use of proceeds We currently intend to use the net proceeds from this offering
to strategically invest in the expansion of our production
capabilities and for general corporate purposes including,
working capital. See "Use of Proceeds" on page S-9.

Risk factors Investment in our ordinary shares involves a high
degree of risk. See "Risk Factors" on page S-5 of
this prospectus supplement and on page 5 of the
accompanying prospectus and under similar sections in
the documents we incorporate by reference into this
prospectus supplement and the accompanying prospectus
for a discussion of factors you should consider
carefully before making an investment decision.

Trading Our ordinary shares are traded on Nasdaq under the symbol "ELTK."

The number of ordinary shares that will be outstanding immediately after this
offering as shown above is based on 6,068,648 shares outstanding as of
February 9, 2024 (not including employee stock options exercisable into
327,201 ordinary shares).

S - 4
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RISK FACTORS

Investing in our ordinary shares involves a high degree of risk. Before you
decide to participate in the offering, you should carefully consider the risks
and uncertainties discussed below and under the caption "Item 3. Key
Information- D. Risk Factors" in our 2022 annual report, as amended, which is
incorporated by reference in this prospectus supplement, as well as the risks,
uncertainties and additional information described in any applicable free
writing prospectus and in the other documents incorporated by reference in
this prospectus supplement. For a description of those reports and documents,
and information about where you can find them, please see "Where You Can Find
More Information" and "Incorporation of Certain Documents by Reference."
Additional risks not presently known or that we presently consider to be
immaterial could subsequently materially and adversely affect our financial
condition, results of operations, business and prospects. If any of these
risks actually occurs, our business, business prospects, financial condition
or results of operations could be seriously harmed. This could cause the
trading price of our ordinary shares to decline, resulting in a loss of all or
part of your investment. Please also read carefully the section above entitled
"Forward-Looking Statements."

Offering Related Risks

Our Management will have broad discretion as to the use of the net proceeds
from this offering, and we may not use the proceeds effectively.

Our management will have broad discretion as to the application of the net
proceeds and could use them for purposes other than those contemplated at the
time of this offering. Our stockholders may not agree with the manner in which
our management chooses to allocate and spend the net proceeds. Moreover, our
management may use the net proceeds for corporate purposes that may not
increase our results of operations or the market value of our ordinary shares.
Our failure to apply these funds effectively could have a material adverse
effect on our business, delay the development of our products and cause the
price of our ordinary shares to decline.

Purchasers of shares of ordinary shares in this offering will experience
immediate and substantial dilution in the book value of their investment.

The offering price per ordinary share in this offering is substantially higher
than the net tangible book value per ordinary share before giving effect to
this offering. Accordingly, if you purchase ordinary shares in this offering,
you will incur immediate substantial dilution of approximately $10.79 per
ordinary share, representing the difference between the offering price per
ordinary share, and our pro forma as adjusted net tangible book value as of
September 30, 2023. Furthermore, if outstanding options or warrants are
exercised, you could experience further dilution. For a further description of
the dilution that you will experience immediately after this offering, see the
section in this prospectus supplement entitled "Dilution."

You may experience future dilution as a result of future equity offerings and
other issuances of our ordinary shares or other securities. In addition, this
offering and future equity offerings and other issuances of our ordinary
shares or other securities may adversely affect our ordinary shares.

In order to raise additional capital, we may in the future offer additional
ordinary shares or other securities convertible into or exchangeable for
ordinary shares at prices that may not be the same as the price per share in
this offering. We cannot assure you that we will be able to sell shares or
other securities in any other offering at a price per share that is equal to
or greater than the price per share paid by investors in this offering, and
investors purchasing shares or other securities in the future could have
rights superior to existing shareholders. The price per share at which we sell
additional ordinary shares or securities convertible into ordinary shares in
future transactions may be higher or lower than the price per share in this
offering.

In addition, the sale of shares in this offering and any future sales of a
substantial number of ordinary shares in the public market, or the perception
that such sales may occur, could adversely affect the price of our ordinary
shares. We cannot predict the effect, if any, that market sales of those
ordinary shares or the availability of those ordinary shares for sale will
have on the market price of our ordinary shares.

S - 5
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Sales of a substantial number of our ordinary shares in the public market
could cause our stock price to fall.

We may issue and sell additional ordinary shares in the public markets,
including during this offering. As a result, a substantial number of our
ordinary shares may be sold in the public market. Sales of a substantial
number of our ordinary shares in the public markets, including during this
offering, or the perception that such sales could occur, could depress the
market price of our ordinary shares and impair our ability to raise capital
through the sale of additional equity securities.

Environmental Risks

We have in the past been, and currently are, subject to claims and litigation
relating to environmental matters. If we are found to be in violation of
environmental laws, we might be liable for damages and costs of remediation
and may be subject to a halt in production, which may adversely affect our
business, operating results and financial condition.

We have in the past been, and currently are, subject to claims and litigation
relating to environmental matters. We may be subject to further environmental
claims alleging that we are in violation of environmental laws. If we are
unsuccessful in such claims and other future claims and litigations or if
actual results are not consistent with our assumptions and judgments, we may
be exposed to losses that could be material to our company. If we are found to
be in violation of environmental laws, we could be liable, in addition to
fines, for damages, costs of remedial actions and a range of potential
penalties, and could also be subject to a shutdown of our factory. Such
sanctions could have a material adverse effect on our business, financial
condition and results of operations.

In March 2019, representatives of Israel's Ministry of Environmental
Protection (the "
Ministry
") inspected our premises and issued a warning related to an alleged breach of
the Clean Air Law and a warning related to the Hazardous Materials Law (1993).

In July 2022, we received a notification from the Ministry about its intention
to impose a penalty of approximately $0.1 million for an alleged breach of the
Hazardous Materials Law (1993). Following our response to the notification,
the penalty was reduced by 40% and we have paid it.

In January 2023, we received a notification from the Ministry that it intends
to impose a penalty of approximately $0.6 million for an alleged breach of the
Clean Air Law during the years 2019-2020. We have paid this penalty and
recorded a relevant expense in our financial statements. We have filed an
administrative appeal to reduce the penalty and get a refund for part of the
paid penalty.

During 2022, our permit providing for deviations from the standards for
discharges into the municipal sewage system was extended. There can be no
assurance that such extension will be granted in the future.

In October 2023, we received a notice from the Ministry regarding some
suspicion of contamination of the soil from a drilling survey that was done in
May 2021 at the factory. The Ministry has developed a prioritization model: a
computerized questionnaire that helps Ministry assess the levels of risk to
the environment and public health in sites where contamination has been
identified; prioritize the work of the Ministry's supervisory team; and focus
on projects in which the benefit of reducing the risk is greater for the
environment and the public. The Ministry requested us to submit such
prioritization model until December 15, 2023 which was extended until February
15, 2024. On January 24, 2024, representatives of the Ministry visited the
Company's facility and told us an additional survey of the soil and
groundwater in the facility area would be required. We expect to receive
further written instructions from the Ministry.

S - 6
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Israel Location Risks

Our offices are located in Israel. Conditions in Israel, including conditions
affected by the recent attack by Hamas and other terrorist organizations and
Israel's war against them, may affect our operations.

Our offices are located in Petach Tikva, Israel. Thus, political, economic,
and military conditions in Israel may directly affect our business. On October
7, 2023, Hamas terrorists infiltrated Israel's southern border from the Gaza
Strip and conducted a series of attacks on civilian and military targets.
Hamas also launched extensive rocket attacks on the Israeli population and
industrial centers located along Israel's border with the Gaza Strip and in
other areas within the State of Israel. Following the attack, Israel's
security cabinet declared war against Hamas and the Israeli military began to
call-up reservists for active duty. At the same time, and because of the
declaration of war against Hamas, the clash between Israel and Hezbollah in
Lebanon has escalated and there is a possibility that it will turn into a
greater regional conflict in the future.

As of today, these events have had no material impact on our operations.
According to the recent guidelines of the Israeli government, our offices are
open and functioning as usual. Eltek holds the status of an Essential
Enterprise as designated by the Israeli government, granting us permission to
operate around the clock, 365 days a year, as needed. However, if the war
escalates and expands to the northern border with Lebanon, the Israeli
government may potentially impose additional restrictions on movement and
travel, and our management and employees' ability to effectively perform their
daily tasks might be temporarily disrupted, which may result in delays in some
of our projects.

We currently have enough supply of materials for our regular operations. While
there may be some possible delays in supply, we do not currently anticipate
such delays to be material to our operations. However, if the war continues
for a significant amount of time, this situation may change.

Any hostilities involving Israel, terrorist activities, political instability
or violence in the region, or the interruption or curtailment of trade or
transport among Israel and its trading partners could make it more difficult
for us to raise capital, if needed in the future, and adversely affect our
operations and results of operations and the market price of our Ordinary
Shares.

Our commercial insurance does not cover losses that may occur as a result of
an event associated with the security situation in the Middle East. Although
the Israeli government is currently committed to covering the reinstatement
value of direct damages that are caused by terrorist attacks or acts of war,
we cannot assure you that this government coverage will be maintained or, if
maintained, will be sufficient to compensate us fully for damages incurred.
Any losses or damages incurred by us could have a material adverse effect on
our business, financial condition, and results of operations.

Further, many Israeli citizens are obligated to perform several days, and in
some cases, more, of annual military reserve duty each year until they reach
the age of 40 (or older for certain reservists) and, in the event of a
military conflict, may be called to active duty. In response to the series of
attacks on civilian and military targets in October 2023, there have been
significant call-ups of military reservists. Currently, only a few of the
Company's employees have been called up to military service, none of whom are
in management positions. However, if the number of reservists in our Company
increases and becomes significant, our operations could be disrupted by such
call-ups.

Any armed conflicts, terrorist activities or political instability in the
region could adversely affect business conditions, could harm our results of
operations and the market price of our Ordinary Shares, and could make it more
difficult for us to raise capital. Parties with whom we do business may
sometimes decline to travel to Israel during periods of heightened unrest or
tension, forcing us to make alternative arrangements, when necessary, in order
to meet our business partners face to face.

The intensity and duration of Israel's current war against Hamas is difficult
to predict at this stage, as are such war's economic implications on our
business and operations and on Israel's economy in general. However, if the
war extends for a long period of time or expands to other fronts, such as
Lebanon, Syria and the West Bank, our operations may be harmed.

It is currently not possible to predict the duration or severity of the
ongoing conflict or its effects on our business, operations and financial
condition. The ongoing conflict is rapidly evolving and developing, and could
disrupt our business and operations, and adversely affect our ability to raise
additional funds or sell our securities, among other impacts.

S - 7
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DIVIDEND POLICY

In November 2022, our board of directors declared the Company's first cash
dividend, in the amount of $0.17 per share and approximately $1 million in the
aggregate. The dividend was paid in US dollars on December 19, 2022, to all of
the Company's shareholders of record as of December 12, 2022. In November
2023, our board of directors declared another cash dividend in the amount of
$0.22 per share and in the aggregate an amount of approximately $1.3 million.
The dividend is payable on December 21, 2023, in US dollars, to all of the
Company's shareholders of record as of December 13, 2023. The dividend is
subject to a withholding tax at the rate of 25%.

Prior to such distributions, we had never declared or paid any cash dividends
to our shareholders. Any future dividend policy will be determined by our
board of directors and will be based upon conditions then existing, including
our results of operations, financial condition, current and anticipated cash
needs, contractual restrictions and other conditions.

In addition, the distribution of dividends is limited by the Israeli Companies
Law, 5759-1999. According to the Israeli Companies Law, a company may
distribute dividends out of its profits provided that there is no reasonable
concern that such dividend distribution will prevent the company from paying
all its current and foreseeable obligations, as they become due.
Notwithstanding the foregoing, dividends may be paid even if not out of
profits, with the approval of a court, provided that there is no reasonable
concern that such dividend distribution will prevent the company from
satisfying its current and foreseeable obligations, as they become due.
Profits, for purposes of the Israeli Companies Law, means the greater of
retained earnings or earnings accumulated during the preceding two years,
after deducting previous distributions that were not deducted from the
surpluses. In the event cash dividends are declared, such dividends will be
paid in NIS, and will be subject to applicable Israeli withholding taxes.

S - 8
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USE OF PROCEEDS

We estimate that the net proceeds from the sale of ordinary shares in this
offering are expected to be approximately $9,200,000, after deducting
estimated offering expenses payable by us.

We intend to use the net proceeds from the sale of the securities offered
under this prospectus supplement to strategically invest in the expansion of
our production capabilities and for general corporate purposes including
working capital.

Our management will have broad discretion in the application of the net
proceeds from this offering and could use them for purposes other than those
contemplated at the time of this offering. Our shareholders may not agree with
the manner in which our management chooses to allocate and spend the net
proceeds. Moreover, our management may use the net proceeds for corporate
purposes that may not result in our being profitable or increase our market
value.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization
as of September 30, 2023:

on an actual basis; and

on an as-adjusted basis to give effect to the issuance and sale of 625,000 ordinary
shares by us in this offering at the offering price of $16.00 per ordinary share.

You should read this table in conjunction with the section titled "Item 5.
Operating and Financial Review and Prospects" of our 2022 Annual Report and
our financial statements and related notes included in our 2022 Annual Report,
incorporated by reference herein.

As of September 30, 2023
Actual As adjusted
(audited) (unaudited)
(U.S. Dollars, in thousands)
Cash and cash equivalents $ 11,305 20,505

Total liabilities $ 17,513 17,513
Equity:
Ordinary Shares, nominal value NIS 3.00 per share:
10,000,000 Ordinary Shares authorized; 5,913,965
Ordinary Shares issued on an actual basis and ;
6,538,965 Ordinary Shares outstanding as adjusted 5,358 5,867
Additional paid-in capital $ 23,137 31,828
Cumulative foreign currency translation adjustments (635 ) (635 )
Capital reserve 1,753 1,753
Accumulated deficit (4,851 ) (4,851 )
Total shareholders' equity $ 24,762 33,962
Total capitalization and indebtedness $ 42,275 51,475

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DILUTION

If you invest in the ordinary shares in this offering, you will experience
immediate dilution to the extent of the difference between the offering price
of the ordinary shares in this offering and the pro forma as adjusted net
tangible book value per ordinary shares immediately after the offering.

Our net tangible book value as of September 30, 2023 was $24.9 million, or
approximately $4.20 per ordinary share. Net tangible book value per ordinary
share represents the amount of our total tangible assets, excluding the net
tangible assets attributable to non-controlling interests, less total
liabilities divided by the total number of our ordinary shares outstanding as
of September 30, 2023.

After giving effect to the issuance and sale in this offering of 625,000
ordinary shares at the offering price of $16.00 per ordinary share and after
deducting the placement agent fees and estimated offering expenses payable by
us, our pro forma as adjusted net tangible book value on September 30, 2023,
would have been approximately $34.1 million, or $5.21 per ordinary share. This
represents an immediate dilution in the pro-forma as adjusted net tangible
book value of $10.79 per ordinary share to the investor purchasing shares in
this offering.

The following table illustrates this dilution on a per share basis:

Offering price per ordinary share $ 16.00
Net tangible book value per ordinary share as of September 30, 2023 $ 4.20
Increase in pro forma as adjusted net tangible book value per ordinary share attributable after this offering $ 1.01
Pro forma as adjusted net tangible book value per ordinary share after giving effect to this offering $ 5.21
Dilution per ordinary share to the investors in this offering $ 10.79

The above calculation is based on 5,913,965 ordinary shares outstanding as of
September 30, 2023.

To the extent that any outstanding options for ordinary shares are exercised
or there are additional issuances of options, warrants for ordinary shares or
issuance of ordinary shares in the future, you may experience further
dilution. In addition, we may choose to raise additional capital due to market
conditions or strategic considerations even if we believe that we have
sufficient funds for our current and future operating plans. To the extent
that additional capital is raised through the sale of equity, the issuance of
those securities could result in further dilution to the holders of our
ordinary shares.

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DESCRIPTION OF SECURITIES WE ARE OFFERING

The material terms and provisions of our ordinary shares are described under
the heading "Description of Ordinary Shares" in the accompanying prospectus.

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UNDERWRITING

ThinkEquity is acting as representative of the underwriters, or the
Representative. On February 12, 2024, we entered into an underwriting
agreement with the Representative, or the Underwriting Agreement. Subject to
the terms and conditions of the Underwriting Agreement, we have agreed to
sell, and each underwriter named below has severally agreed to purchase, the
number of ordinary shares listed next to each underwriter's name in the
following table, at the public offering price less the underwriting discounts
set forth on the cover page of this prospectus.

Underwriters Number of ordinary shares
ThinkEquity LLC 625,000

Total 625,000

The underwriters have committed to purchase of 625,000 ordinary shares offered
by us in this offering. The obligations of the underwriters may be terminated
upon the occurrence of certain events specified in the Underwriting Agreement.
Furthermore, pursuant to the Underwriting Agreement, the underwriters'
obligations are subject to customary conditions, representations, and
warranties, such as receipt by the underwriters of officers' certificates and
legal opinions.

The underwriters are offering the ordinary shares subject to prior sale when,
as, and if issued to and accepted by them, subject to approval of legal
matters by their counsel and other conditions. The underwriters reserve the
right to withdraw, cancel, or modify offers to the public and to reject orders
in whole or in part.

The underwriters propose to offer the ordinary shares to the public at the
public offering price set forth on the cover of the prospectus. After the
ordinary shares are released for sale to the public, the underwriters may from
time to time change the offering price and other selling terms.

Discounts and Commissions

The Representative has advised that the underwriters propose to offer the
ordinary shares to the public at the public offering price per share set forth
on the cover page of this prospectus. The underwriters may offer the ordinary
shares to securities dealers at that price less a concession of not more than
$0.96 per share.

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The following table summarizes the public offering price, underwriting
discounts and commissions, and proceeds to us before expenses.

Per Share
Public offering price $ 16.00
Underwriting discount (6%) $ 0.96
Proceeds, before expenses, to us $ 15.04

We have paid an expense deposit of $25,000 to the Representative, which will
be applied against the Representative's accountable out-of-pocket expenses (in
compliance with FINRA Rule 5110(g)(4)) that are payable by us in connection
with this offering. We have agreed to reimburse the Representative for the
fees and expenses of its legal counsel in connection with the offering in an
amount not to exceed $75,000.

We expect that the expenses of this offering payable by us, not including
underwriting discounts and commissions, will be approximately $200,000.

Listing on The Nasdaq Capital Market

Our ordinary shares trade on the Nasdaq Capital Market under the symbol "ELTK."

Discretionary Accounts

The underwriters do not intend to confirm sales of the securities offered
hereby to any accounts over which they have discretionary authority.

Lock-Up Agreements

Pursuant to certain "lock-up" agreements, we and our executive officers,
directors and certain holders of 5% or more of the outstanding ordinary shares
as of the date of this prospectus have agreed, for a period of 60 days from
the date of this prospectus, subject to certain exceptions, not to engage in
any of the following, whether directly or indirectly, without the
Representative's consent: offer, pledge, sell, contract to sell, grant, lend,
or otherwise transfer or dispose of, our ordinary shares or any securities
convertible into or exercisable or exchangeable for our ordinary shares, or
the Lock-Up Securities; enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Lock-Up Securities; make any demand for or exercise any right
or cause to be filed a registration statement, including any amendments
thereto, with respect to the registration of any Lock-Up Securities; enter
into any transaction, swap, hedge, or other arrangement relating to any
Lock-Up Securities, subject to customary exceptions; or publicly disclose the
intention to do any of the foregoing.

Indemnification

We have agreed to indemnify the underwriters against liabilities relating to
this offering that may arise under the Securities Act and from any breach of
the representations and warranties contained in the Underwriting Agreement. We
have further agreed to contribute to payments that the underwriters may be
required to make for these liabilities.

Electronic Offer, Sale and Distribution of Shares

This prospectus in electronic format may be made available on websites or
through other online services maintained by one or more of the underwriters,
or by their affiliates. Other than this prospectus in electronic format, the
information on any underwriter's website and any information contained in any
other website maintained by an underwriter is not part of this prospectus or
the registration statement of which this prospectus forms a part, has not been
approved or endorsed by us or any underwriter in its capacity as underwriter,
and should not be relied upon by investors.

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Offer Restrictions Outside of the United States

Other than in the United States, no action has been taken that would permit a
public offering of our ordinary shares in any jurisdiction where action for
the purpose is required. The securities offered by this prospectus may not be
offered or sold, directly or indirectly, nor may this prospectus or any other
offering material or advertisements in connection with the offer and sale of
any such securities be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with the applicable rules
and regulations of that country or jurisdiction. Persons into whose possession
this prospectus comes are advised to inform themselves about and to observe
any restrictions relating to the offering and the distribution of this
prospectus. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities offered by this prospectus in
any jurisdiction in which such an offer or a solicitation is unlawful.

Australia

This prospectus is not a disclosure document under Chapter 6D of the
Australian Corporations Act, has not been lodged with the Australian
Securities and Investments Commission and does not purport to include the
information required of a disclosure document under Chapter 6D of the
Australian Corporations Act. Accordingly, (i) the offer of the securities
under this prospectus is only made to persons to whom it is lawful to offer
the securities without disclosure under Chapter 6D of the Australian
Corporations Act under one or more exemptions set out in section 708 of the
Australian Corporations Act, (ii) this prospectus is made available in
Australia only to those persons as set forth in clause (i) above, and (iii)
the offeree must be sent a notice stating in substance that by accepting this
offer, the offeree represents that the offeree is such a person as set forth
in clause (i) above, and, unless permitted under the Australian Corporations
Act, agrees not to sell or offer for sale within Australia any of the
securities sold to the offeree within 12 months after its transfer to the
offeree under this prospectus.

Canada

The ordinary shares may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the securities must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this prospectus
(including any amendment thereto) contains a misrepresentation, provided that
the remedies for rescission or damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions
of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.

China

The information in this document does not constitute a public offer of the
securities, whether by way of sale or subscription, in the People's Republic
of China (excluding, for purposes of this paragraph, Hong Kong Special
Administrative Region, Macau Special Administrative Region and Taiwan). The
securities may not be offered or sold directly or indirectly in the PRC to
legal or natural persons other than directly to "qualified domestic
institutional investors."

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European Economic Area-Belgium, Germany, Luxembourg and Netherlands

The information in this document has been prepared on the basis that all
offers of securities will be made pursuant to an exemption under the Directive
2003/71/EC ("Prospectus Directive"), as implemented in Member States of the
European Economic Area (each, a "Relevant Member State"), from the requirement
to produce a prospectus for offers of securities. An offer to the public of
securities has not been made, and may not be made, in a Relevant Member State
except pursuant to one of the following exemptions under the Prospectus
Directive as implemented in that Relevant Member State:

to legal entities that are authorized or regulated
to operate in the financial markets or, if
not so authorized or regulated, whose corporate
purpose is solely to invest in securities;

to any legal entity that has two or more of (i) an average of at least 250 employees during its
last fiscal year; (ii) a total balance sheet of more than 43 thousand (as shown on its last annual
unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than
50 thousand (as shown on its last annual unconsolidated or consolidated financial statements);

to fewer than 100 natural or legal persons (other than qualified
investors within the meaning of Article 2(1)(e) of the
Prospectus Directive) subject to obtaining the prior consent
of the company or any underwriter for any such offer; or

in any other circumstances falling within Article 3(2) of the
Prospectus Directive, provided that no such offer of securities shall
result in a requirement for the publication by the company of a
prospectus pursuant to Article 3 of the Prospectus Directive.

France

This document is not being distributed in the context of a public offering of
financial securities (offre au public de titres financiers) in France within
the meaning of Article L.411-1 of the French Monetary and Financial Code (Code
Monetaire et Financier) and Articles 211-1 et seq. of the General Regulation
of the French Autorite des marches financiers ("AMF"). The securities have not
been offered or sold and will not be offered or sold, directly or indirectly,
to the public in France.

This document and any other offering material relating to the securities have
not been, and will not be, submitted to the AMF for approval in France and,
accordingly, may not be distributed or caused to distributed, directly or
indirectly, to the public in France.

Such offers, sales and distributions have been and shall only be made in
France to (i) qualified investors (investisseurs qualifies) acting for their
own account, as defined in and in accordance with Articles L.411-2-II-2degree
and D.411-1 to D.411-3, D.744-1, D.754-1;and D.764-1 of the French Monetary
and Financial Code and any implementing regulation and/or (ii) a restricted
number of non-qualified investors (cercle restreint d'investisseurs) acting
for their own account, as defined in and in accordance with Articles
L.411-2-II-2degree and D.411-4, D.744-1, D.754-1; and D.764-1 of the French
Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211-3 of the General Regulation of the AMF, investors in
France are informed that the securities cannot be distributed (directly or
indirectly) to the public by the investors otherwise than in accordance with
Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French
Monetary and Financial Code.

Ireland

The information in this document does not constitute a prospectus under any
Irish laws or regulations and this document has not been filed with or
approved by any Irish regulatory authority as the information has not been
prepared in the context of a public offering of securities in Ireland within
the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005
(the "Prospectus Regulations"). The securities have not been offered or sold,
and will not be offered, sold or delivered directly or indirectly in Ireland
by way of a public offering, except to (i) qualified investors as defined in
Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural
or legal persons who are not qualified investors.

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Israel

The securities offered by this prospectus have not been approved or
disapproved by the Israeli Securities Authority (the ISA), nor have such
securities been registered for sale in Israel. The shares may not be offered
or sold, directly or indirectly, to the public in Israel, absent the
publication of a prospectus. The ISA has not issued permits, approvals or
licenses in connection with the offering or publishing the prospectus; nor has
it authenticated the details included herein, confirmed their reliability or
completeness, or rendered an opinion as to the quality of the securities being
offered. Any resale in Israel, directly or indirectly, to the public of the
securities offered by this prospectus is subject to restrictions on
transferability and must be effected only in compliance with the Israeli
securities laws and regulations.

Italy

The offering of the securities in the Republic of Italy has not been
authorized by the Italian Securities and Exchange Commission (Commissione
Nazionale per le Societa e la Borsa, or "CONSOB") pursuant to the Italian
securities legislation and, accordingly, no offering material relating to the
securities may be distributed in Italy and such securities may not be offered
or sold in Italy in a public offer within the meaning of Article 1.1(t) of
Legislative Decree No. 58 of 24 February 1998 ("Decree No. 58"), other than:

to Italian qualified investors, as defined in Article
100 of Decree no.58 by reference to Article 34-ter of
CONSOB Regulation no. 11971 of 14 May 1999 ("Regulation
no. 1197l") as amended ("Qualified Investors"); and

in other circumstances that are exempt
from the rules on public offer pursuant to
Article 100 of Decree No. 58 and Article
34-ter of Regulation No. 11971 as amended.

Any offer, sale or delivery of the securities or distribution
of any offer document relating to the securities in Italy
(excluding placements where a Qualified Investor solicits an
offer from the issuer) under the paragraphs above must be:

made by investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with Legislative Decree
No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation
No. 16190 of 29 October 2007 and any other applicable laws; and

in compliance with all relevant
Italian securities, tax
and exchange controls and
any other applicable laws.

Any subsequent distribution of the securities in Italy must be made in
compliance with the public offer and prospectus requirement rules provided
under Decree No. 58 and the Regulation No. 11971 as amended, unless an
exception from those rules applies. Failure to comply with such rules may
result in the sale of such securities being declared null and void and in the
liability of the entity transferring the securities for any damages suffered
by the investors.

Japan

The securities have not been and will not be registered under Article 4,
paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25
of 1948), as amended (the "FIEL") pursuant to an exemption from the
registration requirements applicable to a private placement of securities to
Qualified Institutional Investors (as defined in and in accordance with
Article 2, paragraph 3 of the FIEL and the regulations promulgated
thereunder). Accordingly, the securities may not be offered or sold, directly
or indirectly, in Japan or to, or for the benefit of, any resident of Japan
other than Qualified Institutional Investors. Any Qualified Institutional
Investor who acquires securities may not resell them to any person in Japan
that is not a Qualified Institutional Investor, and acquisition by any such
person of securities is conditional upon the execution of an agreement to that
effect.

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Portugal

This document is not being distributed in the context of a public offer of
financial securities (oferta publica de valores mobiliarios) in Portugal,
within the meaning of Article 109 of the Portuguese Securities Code (Codigo
dos Valores Mobiliarios). The securities have not been offered or sold and
will not be offered or sold, directly or indirectly, to the public in
Portugal. This document and any other offering material relating to the
securities have not been, and will not be, submitted to the Portuguese
Securities Market Commission (Comissăo do Mercado de Valores
Mobiliarios) for approval in Portugal and, accordingly, may not be distributed
or caused to distributed, directly or indirectly, to the public in Portugal,
other than under circumstances that are deemed not to qualify as a public
offer under the Portuguese Securities Code. Such offers, sales and
distributions of securities in Portugal are limited to persons who are
"qualified investors" (as defined in the Portuguese Securities Code). Only
such investors may receive this document and they may not distribute it or the
information contained in it to any other person.

Sweden

This document has not been, and will not be, registered with or approved by
Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly,
this document may not be made available, nor may the securities be offered for
sale in Sweden, other than under circumstances that are deemed not to require
a prospectus under the Swedish Financial Instruments Trading Act (1991:980)
(Sw. lag (1991:980) om handel med finansiella instrument). Any offering of
securities in Sweden is limited to persons who are "qualified investors" (as
defined in the Financial Instruments Trading Act). Only such investors may
receive this document and they may not distribute it or the information
contained in it to any other person.

Switzerland

The securities may not be publicly offered in Switzerland and will not be
listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or
regulated trading facility in Switzerland. This document has been prepared
without regard to the disclosure standards for issuance prospectuses under
art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules
or the listing rules of any other stock exchange or regulated trading facility
in Switzerland. Neither this document nor any other offering material relating
to the securities may be publicly distributed or otherwise made publicly
available in Switzerland.

Neither this document nor any other offering material relating to the
securities have been or will be filed with or approved by any Swiss regulatory
authority. In particular, this document will not be filed with, and the offer
of securities will not be supervised by, the Swiss Financial Market
Supervisory Authority (FINMA).

This document is personal to the recipient only and not for general
circulation in Switzerland.

United Kingdom

Neither the information in this document nor any other document relating to
the offer has been delivered for approval to the Financial Services Authority
in the United Kingdom and no prospectus (within the meaning of section 85 of
the Financial Services and Markets Act 2000, as amended ("FSMA") has been
published or is intended to be published in respect of the securities. This
document is issued on a confidential basis to "qualified investors" (within
the meaning of section 86(7) of FSMA) in the United Kingdom, and the
securities may not be offered or sold in the United Kingdom by means of this
document, any accompanying letter or any other document, except in
circumstances which do not require the publication of a prospectus pursuant to
section 86(1) FSMA. This document should not be distributed, published or
reproduced, in whole or in part, nor may its contents be disclosed by
recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the
meaning of section 21 of FSMA) received in connection with the issue or sale
of the securities has only been communicated or caused to be communicated and
will only be communicated or caused to be communicated in the United Kingdom
in circumstances in which section 21(1) of FSMA does not apply to the company.

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In the United Kingdom, this document is being distributed only to, and is
directed at, persons (i) who have professional experience in matters relating
to investments falling within Article 19(5) (investment professionals) of the
Financial Services and Markets Act 2000 (Financial Promotions) Order 2005
("FPO"), (ii) who fall within the categories of persons referred to in Article
49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.)
of the FPO or (iii) to whom it may otherwise be lawfully communicated
(together "relevant persons"). The investments to which this document relates
are available only to, and any invitation, offer or agreement to purchase will
be engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its contents.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts,
or NI 33-105, the underwriters are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in
connection with this offering.

Stabilization

In connection with this offering, the underwriters may engage in stabilizing
transactions, over-allotment transactions, syndicate-covering transactions,
penalty bids, and purchases to cover positions created by short sales.
Stabilizing transactions permit bids to purchase shares so long as the
stabilizing bids do not exceed a specified maximum and are engaged in for the
purpose of preventing or retarding a decline in the market price of the shares
while the offering is in progress.

Syndicate covering transactions involve purchases of shares in the open market
after the distribution has been completed in order to cover syndicate short
positions.

Penalty bids permit the Representative to reclaim a selling concession from a
syndicate member when the shares originally sold by that syndicate member are
purchased in stabilizing or syndicate covering transactions to cover syndicate
short positions.

These stabilizing transactions, syndicate covering transactions and penalty
bids may have the effect of raising or maintaining the market price of our
ordinary shares or preventing or retarding a decline in the market price of
our ordinary shares. As a result, the price of our ordinary shares in the open
market may be higher than it would otherwise be in the absence of these
transactions. Neither we nor the underwriters make any representation or
prediction as to the effect that the transactions described above may have on
the price of our ordinary shares. These transactions may be affected in the
over-the-counter market or otherwise and, if commenced, may be discontinued at
any time.

Other Relationships

The underwriters and their affiliates may in the future provide various
advisory, investment and commercial banking and other services for us in the
ordinary course of business, for which they may receive customary fees and
commissions. However, we have not yet had, and have no present arrangements
with any of the underwriters for any further services.

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LEGAL MATTERS

Certain legal matters with respect to Israeli law and with respect to the
validity of the offered ordinary shares under Israeli law will be passed upon
for us Amit, Pollak, Matalon & Co., Tel-Aviv, Israel. Certain legal matters
with respect to U.S. federal securities law will be passed upon for us by
Carter Ledyard & Milburn LLP, New York, New York. Sullivan & Worcester LLP,
New York, New York, is acting as counsel to the underwriters.

EXPERTS

Our consolidated financial statements as of December 31, 2022 and 2021 and for
each of the three years ended December 31, 2022, incorporated in this
prospectus by reference to our annual report on Form 20-F for the year ended
December 31, 2022, as amended, have been audited by Brightman Almagor Zohar &
Co., a firm in the Deloitte Global Network, an independent registered public
accounting firm, as stated in their report, incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report, given on the authority of such firm as experts in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, or the Exchange Act, that are applicable to a foreign
private issuer. In accordance with the Exchange Act, we file reports,
including annual reports on Form 20-F, with the SEC. We also furnish to the
SEC under cover of Form 6-K material information required to be made public in
Israel, filed with and made public by any stock exchange or distributed by us
to our shareholders. As a foreign private issuer, we are exempt from the rules
under the Exchange Act prescribing the furnishing and content of proxy
statements to shareholders, and our officers, directors and principal
shareholders are exempt from the "short-swing profits" reporting and liability
provisions contained in Section 16 of the Exchange Act and related Exchange
Act rules.

This prospectus supplement and reports and other information are filed by us
with, or furnished to, the SEC. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers, such as us, that file electronically with the SEC
(http://www.sec.gov).

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We file or furnish annual and current reports and other information with the
SEC (File Number 001-36187). These filings and other submissions contain
important information that does not appear in this prospectus supplement. The
SEC allows us to "incorporate by reference" information in this prospectus
supplement, which means that we can disclose important information to you by
referring you to other documents that we have filed or furnished with or to
the SEC and such information incorporated by reference is then considered to
be part of this prospectus supplement.

We incorporate by reference in this prospectus the documents listed below and
all amendments or supplements to such documents that we may file or furnish to
the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act:

. Our 2022
annual report as amended
;

. the description of our ordinary shares contained in our Annual Report on Form 20-F for the year ended December 31, 2022; and

. Our Reports of Foreign Private Issuer on Form 6-K furnished to the SEC on
March 23, 2023
,
May 9, 2023
,
May 18, 2023
(excluding the quotes in Exhibit 99.1 thereto),
June 21, 2023
,
June 27, 2023
,
August 8, 2023
,
August 14, 2023
,
August 21, 2023
(excluding the quotes in Exhibit 99.1 thereto),
August 21, 2023
,
September 12, 2023
,
September 19, 2023
,
November 8, 2023
,
November 16, 2023
(excluding the quotes in Exhibit 99.1 thereto),
November 20, 2023
,
November 28, 2023
,
December 18, 2023
and
January 29, 2024
.

We will provide to each person, including any beneficial owner, to whom a
prospectus is delivered, without charge, upon written or oral request, a copy
of any or all of the information that has been incorporated by reference in
this prospectus supplement, other than exhibits to such documents which are
not specifically incorporated by reference into such documents. Please direct
your written or telephone requests to our headquarters, which are currently
located at 20 Ben Zion Gelis Street, Sgoola Industrial Zone, Petach Tikva
4927920, Israel, telephone number +972-3-9395025.

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P R O S P E C T U S

ELTEK LTD.
$20,000,000
Ordinary Shares
Warrants
Units

Our ordinary shares currently trade on the Nasdaq Capital Market under the
symbol "ELTK". On July 26, 2022, the last reported sale price of our ordinary
shares on the Nasdaq Capital Market was $4.11 per share. We have not yet
determined whether any of the other securities that may be offered by this
prospectus will be listed on any exchange, inter-dealer quotation system or
over-the-counter market. If we decide to seek listing of any such securities,
a prospectus supplement relating to those securities will disclose the
exchange, quotation system or market on which the securities will be listed
and the date when we expect trading to begin.

This prospectus provides a general description of the securities we may offer.
Each time we sell securities, we will provide specific terms of the securities
offered in a supplement to this prospectus. The prospectus supplement may also
add, update, or change information contained in this prospectus. This
prospectus may not be used to consummate a sale of securities unless
accompanied by the applicable prospectus supplement. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "
Where You Can Find More Information
" and the documents incorporated or deemed to be incorporated by reference
carefully before you make your investment decision.

We will sell these securities directly to our shareholders or to purchasers or
through agents on our behalf or through underwriters or dealers as designated
from time to time. If any agents or underwriters are involved in the sale of
any of these securities, the applicable prospectus supplement will provide the
names of the agents or underwriters and any applicable fees, commissions, or
discounts. The prospectus supplement for each offering of securities will
describe in detail the plan of distribution for that offering. For general
information about the distribution of securities offered, please see "
Plan of Distribution
" in this prospectus on page 7.

The aggregate market value of our outstanding Ordinary Shares held by
non-affiliates on July 26, 2022, as calculated in accordance with General
Instruction I.B.5. of Form F-3, was approximately $7.3 million. Pursuant to
General Instruction I.B.5 of Form F-3, in no event will we sell securities
pursuant to this prospectus with a value of more than one-third of the
aggregate market value of our Ordinary Shares held by non-affiliates in any
12-month period, so long as the aggregate market value of our Ordinary Shares
held by non-affiliates is less than $75,000,000.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 5 AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES
OFFERED HEREBY.

NONE OF THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE ISRAELI SECURITIES
AUTHORITY OR ANY STATE SECURITIES COMMISSION HAVE APPROVED OR DISAPPROVED OF
THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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The date of this prospectus is August 5, 2022.

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TABLE OF CONTENTS

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You should rely only on the information contained or incorporated by reference
in this prospectus. We have not authorized any other person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an
offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this
prospectus is accurate only as of the date on the front cover of this
prospectus. Our business, financial condition, results of operation and
prospects may have changed since that date.

In this prospectus, "we", "us", "our", the "Company" and "Eltek" refer to
Eltek Ltd. and its subsidiaries.

All references to "dollars" or "$" in this prospectus are to U.S. dollars, and
all references to "shekels" or "NIS" are to New Israeli Shekels.

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FORWARDLOOKING STATEMENTS

Some of the statements contained in this prospectus and the documents
incorporated by reference are forward-looking statements. Forward-looking
statements involve risks and uncertainties, such as statements about our
plans, objectives, expectations, assumptions or future events. In some cases,
you can identify forward-looking statements by terminology such as
"anticipate," "estimate," "plan," "project," "continuing," "ongoing,"
"expect," "we believe," "we intend," "may," "should," "will," "could" and
similar expressions denoting uncertainty or an action that may, will or is
expected to occur in the future. These statements involve estimates,
assumptions, known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from any future results,
performances or achievements expressed or implied by the forward-looking
statements. Examples of forward-looking statements include, but are not
limited to, statements about:

. statements of expected future economic performance;

. the future impact of the Coronavirus on the economy and our operations;

. product and technology development and rapid technological change;

. the potential attributes and benefit of our products and their competitive position;

. our estimates regarding expenses, future revenues, capital requirements and our need for additional financing;

. statements of our plans and objectives;

. statements regarding the capabilities of our business operations;

. statements regarding competition in our market; and

. assumptions underlying statements regarding us or our business.

Forward-looking statements are neither historical facts nor assurances of
future performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business, future
plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of
our control. Our actual results and financial condition may differ materially
from those indicated in the forward-looking statements. Therefore, you should
not rely on any of these forward-looking statements. Important factors that
could cause our actual results and financial condition to differ materially
from those indicated in the forward-looking statements include, among others,
the following:

. We have a history of operating losses and may not be able to achieve and sustain long term
profitable operations. We may not have sufficient resources to fund our operations in the future.

. We may require additional capital in the future, which may not be available to us.

. The spread of novel strain of coronavirus, COVID-19, may adversely affect our business operations and financial condition.

. We are dependent on one-of-a-kind machinery that may malfunction and may not be easily replaced.

. Because competition in the PCB market is intense, our business,
operating results and financial condition may be adversely affected
.

. Rapid changes in the Israeli and international electronics industries
and recessionary pressures may adversely affect our business.

. Our products and product components need to meet certain industry standards.

. Key customers account for a significant portion of our revenues. The loss
of a key customer would have an adverse impact on our business results.

. We are dependent upon a select number of suppliers for timely delivery of key raw materials and the loss of one
or more of these suppliers or delays in supply of these raw materials would adversely affect our manufacturing
ability. If these suppliers delay or discontinue the manufacture or supply of these raw materials, we may
experience delays in production and shipments, increased costs and cancellation of orders for our products.

. Our results of operations may be adversely affected by currency fluctuations.

. Unfavorable national and global economic conditions could adversely
affect our business, operating results and financial condition.

. We are subject to environmental laws and regulations. Compliance with those laws and regulations
requires us to incur costs and we are subject to fines or other sanctions for non-compliance.

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. We have in the past been, and currently are, subject to claims and litigation relating to
environmental matters. If we are found to be in violation of environmental laws, we could
be liable for damages and costs of remediation and may be subject to a halt in production,
which may adversely affect our business, operating results and financial condition.

. We may fail to be in compliance with financial covenants in our loan agreements.

. We may not succeed in our efforts to expand our activity in the U.S. and other foreign markets.
If we are unsuccessful, our future revenues and profitability would be adversely affected.

. We may be subject to the requirements of the National Industrial Security Program Operating Manual for our facility
security clearance, which is a prerequisite to our ability to work on classified contracts for the U.S. government.

. We may encounter difficulties with our international operations and sales
that may have a material adverse effect on our sales and profitability.

. Compliance with the conditions of a new business permit issued to
us in 2018, if required, may be costly. We may become subject to
certain sanctions, including significant fines, criminal proceedings
and in an unlikely event an order shutting down our factory.

. Damage to our manufacturing facilities due to fire, natural disaster, or other events could
materially adversely affect our business, financial condition, and results of operations.

. Our quarterly operating results fluctuate significantly. Results of operations in any period
should not be considered indicative of the results to be expected for any future period.

. Our products and related manufacturing processes are often highly complex and therefore
we may be delayed in product shipments. Our products may at times contain manufacturing
defects, which may subject us to product liability and warranty claims. Our operating
margins may be affected as a result of price increases for our principal raw materials.

. Increasing scrutiny and changing expectations from investors, lenders, customers and other market participants with respect
to our Environmental, Social and Governance policies may impose additional costs on us or expose us to additional risks.

. We compete with PCB manufacturers in Asia whose manufacturing costs are lower than ours.

. We may fail to maintain effective internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002, which could have
a material adverse effect on our operating results, investor confidence in our
reported financial information, and the market price of our ordinary shares.

. We are required to comply with "conflict minerals" rules which impose costs on us,
may make our supply chain more complex, and could adversely impact our business.

. Increased regulation associated with climate change and greenhouse gas
emissions could impose significant additional costs on operations.

. Obstacles in our transition to a new enterprise resource planning system may adversely affect our business
and results of operations and the effectiveness of our internal control over financial reporting.

. Breaches of network or information technology security, natural disasters
or terrorist attacks could have an adverse effect on our business.

. Technological change may adversely affect the market acceptance of our products.

. The measures we take in order to protect our intellectual property may not be effective or sufficient.

. Claims that our products infringe upon the intellectual property of third parties may require us to incur significant costs.

. If our workforce will be represented by a labor union we could incur additional costs
or experience work stoppages as a result of the renegotiation of our labor contracts.

. From time to time, we may be named as a defendant in actions involving the alleged
violation of labor laws related to employment practices, wages and benefits.

. Under current Israeli law, we may not be able to enforce covenants not to compete and therefore may be
unable to prevent our competitors from benefiting from the expertise of some of our former employees.

. We depend on key personnel for the success of our business.

. Our ability to have access to insurance programs for
directors
and officers may be curtailed, which may adversely affect our ability to retain and attract directors and officers.

. Our share price has been volatile in the past and may continue to be
susceptible to significant market price and volume fluctuations in the future.

. The voting interest of Mr. Nissan, individually and through Nistec Golan, our
controlling shareholder, may conflict with the interests of other shareholders.

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. We may in the future be classified as a passive foreign investment company,
or PFIC, which would subject our U.S. investors to adverse tax rules.

. We do not expect to distribute dividends in the foreseeable future.

. Political, economic and military instability in Israel may disrupt our operations and negatively
affect our business condition, harm our results of operations and adversely affect our share price.

. Our results of operations may be negatively affected by the obligation of our personnel to perform military reserve service.

. Service and enforcement of legal process on us and our directors and officers may be difficult to obtain.

. Provisions of Israeli law may delay, prevent or make difficult an acquisition of us,
which could prevent a change of control and therefore impact the price of our shares.

. The rights and responsibilities of our shareholders are governed by Israeli law and differ
in some respects from the rights and responsibilities of shareholders under U.S. law.

. The termination or reduction of tax and other incentives that the Israeli government provides
to domestic companies may increase the costs involved in operating a company in Israel.

The ultimate correctness of these forward-looking statements depends upon a
number of known and unknown risks and events. We discuss our known material
risks in the section entitled "Risk Factors" on page 5 of this prospectus and
on page 1 in our annual report on Form 20-F for the year ended December 31,
2021 incorporated by reference herein. Many factors could cause our actual
results to differ materially from the forward-looking statements. In addition,
we cannot assess the impact of each factor on our business or the extent to
which any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements.

The forward-looking statements speak only as of the date on which they are
made, and, except as required by law, we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of unanticipated
events.

SUMMARY

This prospectus is part of a registration statement on Form F-3 that we filed
with the Securities and Exchange Commission, or SEC, using a "shelf"
registration process. Under this process, we may sell from time to time any
combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $20,000,000 (or the equivalent
denominated in foreign currencies or foreign currency units), from time to
time, sell in one or more offerings. This prospectus and any accompanying
prospectus supplement or other offering materials do not contain all of the
information included in the registration statement. For a more complete
understanding of the offering of the securities, you should refer to the
registration statement, including its exhibits.

This prospectus provides you with a general description of the securities we
may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus, and may also contain information about any
material federal income tax considerations relating to the securities covered
by the prospectus supplement. You should read both this prospectus and any
prospectus supplement together with additional information under the headings "

Where You Can Find More Information
" and "
Incorporation of Certain Documents by Reference
."

This summary may not contain all the information that may be important to you.
You should read this entire prospectus, including the financial data and
related notes incorporated by reference in this prospectus, before making an
investment decision. This summary contains forwardlooking statements that
involve risks and uncertainties. Our actual results may differ significantly
from the results discussed in the forwardlooking statements. Factors that
might cause or contribute to such differences include those discussed in "

Risk Factors
" and "
ForwardLooking Statements
."

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Eltek Ltd.

We are a global manufacturer and supplier of technologically advanced
solutions in the field of printed circuit boards (PCBs) and is a leading
company is the Israeli industry. PCBs are the core circuitry of most
electronic devices. Eltek specializes in the manufacture and supply of complex
and high-quality PCBs, HDI, multilayered and flex-rigid boards for the
high-end market. Eltek is ITAR compliant and has AS-9100 and NADCAP
Electronics certifications. Its customers include leading companies in the
defense, aerospace and medical industries in Israel, the United States, Europe
and Asia.

We were founded in 1970 and are incorporated under the laws of the State of
Israel. Our headquarters, R&D, production and marketing center are located in
Israel. We also operate through a marketing subsidiary in North America and by
agents and distributors in Europe, India and South Africa. Our principal
executive offices are located at 20 Ben Zion Gelis Street, Sgoola Industrial
Zone, Petach -Tikva 4927920, Israel, and our telephone number is +972-3-9395025.
Our agent for service of process in the United States is Eltek USA, Inc.,
located at 250 Commercial Street, Suite 3010, Manchester, NH 03101, and its
telephone number is (603) 965-4321. Our website address is
http://www.nisteceltek.com
. Information contained on, or that can be accessed through, our website does
not constitute a part of this prospectus and is not incorporated by reference
herein. We have included our website address in this prospectus solely for
informational purposes.

RISK FACTORS

An investment in our securities involves a high degree of risk. Our business,
financial condition or results of operations could be adversely affected by
any of these risks. If any of these risks occur, the value of our ordinary
shares and our other securities may decline. You should carefully consider the
risk factors discussed under the caption "
Risk Factors
" in our annual report on Form 20-F for the year ended December 31, 2021.

Recent Events

On June 14, 2022, a fire broke out in one of the production rooms in our plant
in Petach-Tikva. The fire, which damaged part of the production line located
in that room, was extinguished without any casualties. We are utilizing an
alternative production line to complete our production process while
continuing our efforts to complete the repair of the damaged production line.
We are in communication with our customers in order to prioritize deliveries
and avoid critical delays. While we are attempting to minimize delays of our
product deliveries, not being able to do so for a significant period of time,
may have a material adverse effect on our business, financial condition and
results of operations.

USE OF PROCEEDS

Except as otherwise provided in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities covered by this
prospectus for general corporate purposes, which may include working capital
expenditures, capital expenditures, repayment of debt, acquisitions and
investments. Additional information on the use of net proceeds from the sale
of securities covered by this prospectus may be set forth in the prospectus
supplement relating to the specific offering.

DESCRIPTION OF
ORDINARY SHARES

Our authorized share capital consists of 10,000,000 ordinary shares, nominal
value of NIS 3.00 per share. All outstanding ordinary shares are validly
issued and fully paid.

For a description of our ordinary shares, please refer to Exhibit 2.2 to our
Annual Report on Form 20-F for the year ended December 31, 2021, which is
incorporated by reference herein.

DESCRIPTION OF
WARRANTS

We may issue warrants to purchase ordinary shares in one or more series
together with other securities or separately, as described in the applicable
prospectus supplement. Below is a description of certain general terms and
provisions of the warrants that we may offer. Particular terms of the
warrants will be described in the warrant agreements and the prospectus
supplement for the warrants.

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The applicable prospectus supplement will contain, where applicable, the
following terms of and other information relating to the warrants:

. the specific designation and aggregate number of, and the price at which we will issue, the warrants;

. the currency or currency units in which the offering price, if any, and the exercise price are payable;

. the designation, amount, and terms of the securities purchasable upon exercise of the warrants;

. if applicable, the exercise price for ordinary shares and the number
of ordinary shares to be received upon exercise of the warrants;

. the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not
continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

. whether the warrants will be issued in fully registered form or bearer
form, in definitive or global form, or in any combination of these forms,
although, in any case, the form of a warrant included in a unit will
correspond to the form of the unit and of any security included in that unit;

. any applicable material U.S. federal income tax consequences;

. the identity of the warrant agent for the warrants and of any other depositaries,
execution or paying agents, transfer agents, registrars, or other agents, if any;

. the proposed listing, if any, of the warrants or any securities
purchasable upon exercise of the warrants on any securities exchange;

. if applicable, the date from and after which the warrants and the ordinary shares will be separately transferable;

. if applicable, the minimum or maximum amount of the warrants that may be exercised at any other time;

. information with respect to book-entry procedures, if any;

. the anti-dilution provisions of the warrants, if any;

. any redemption or call provisions;

. whether the warrants are to be sold separately or with other securities as parts of units; and

. any additional terms of the warrants, including terms, procedures, and
limitations relating to the exchange and exercise of the warrants.

DESCRIPTION OF
UNITS

We may, from time to time, issue units comprised of one or more of the other
securities that may be offered under this prospectus, in any combination.

Each unit will be issued so that the holder of the unit is also the holder of
each security included in the unit. Thus, the holder of a unit will have the
rights and obligations of a holder of each included security. The unit
agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately at any time, or
at any time before a specified date.

Any applicable prospectus supplement will describe:

. the material terms of the units and of the securities comprising the units, including whether
and under what circumstances those securities may be held or transferred separately;

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. any material provisions relating to the issuance, payment, settlement, transfer
or exchange of the units or of the securities comprising the units; and

. any material provisions of the governing unit agreement that differ from those described above.

The description in the applicable prospectus supplement of any units we offer
will not necessarily be complete and will be qualified in its entirety by
reference to the applicable unit agreement, which will be filed with the SEC
if we offer units. For more information on how you can obtain copies of the
applicable unit agreement if we offer warrants, see the sections entitled "
Where You Can Find More Information
" and "
Incorporation of Certain Documents by Reference
". We urge you to read the applicable unit agreement and any applicable
prospectus supplement in their entirety.

PLAN OF DISTRIBUTION

We may sell the securities included in this prospectus from time to time in
one or more transactions, including without limitation:

. through agents;

. to or through one or more underwriters on a firm commitment or agency basis;

. through put or call option transactions relating to the securities;

. through broker-dealers (acting as agent or principal);

. directly to purchasers, through a specific bidding or auction process, on a negotiated basis or otherwise;

. through any other method permitted pursuant to applicable law; or

. through a combination of any such methods of sale.

At any time a particular offer of the securities covered by this prospectus is
made, a revised prospectus or prospectus supplement, if required, will be
distributed which will set forth the aggregate amount of securities covered by
this prospectus being offered and the terms of the offering, including the
name or names of any underwriters, dealers, brokers or agents, any discounts,
commissions, concessions and other items constituting compensation from us and
any discounts, commissions or concessions allowed or re-allowed or paid to
dealers. Such prospectus supplement, and, if necessary, a post-effective
amendment to the registration statement of which this prospectus is a part,
will be filed with the SEC to reflect the disclosure of additional information
with respect to the distribution of the securities covered by this prospectus.
In order to comply with the securities laws of certain jurisdictions, if
applicable, the securities sold under this prospectus may only be sold through
registered or licensed brokers or dealers. In addition, in some states the
securities may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from registration or
qualification requirements is available and is complied with.

Any public offering price and any discounts or concessions allowed or
re-allowed or paid to dealers may be changed from time to time.

The distribution of securities may be effected from time to time in one or
more transactions, including block transactions and transactions on NASDAQ or
any other organized market where the securities may be traded. The securities
may be sold at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices relating to the prevailing
market prices or at negotiated prices. The consideration may be cash or
another form negotiated by the parties. Agents, underwriters or broker-dealers
may be paid compensation for offering and selling the securities. That
compensation may be in the form of discounts, concessions or commissions to be
received from us or from the purchasers of the securities. Any dealers and
agents participating in the distribution of the securities may be deemed to be
underwriters, and compensation received by them on resale of the securities
may be deemed to be underwriting discounts. If any such dealers or agents were
deemed to be underwriters, they may be subject to statutory liabilities under
the Securities Act.

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Agents may from time to time solicit offers to purchase the securities. If
required, we will name in the applicable prospectus supplement any agent
involved in the offer or sale of the securities and set forth any compensation
payable to the agent. Unless otherwise indicated in the prospectus supplement,
any agent will be acting on a best efforts basis for the period of its
appointment. Any agent selling the securities covered by this prospectus may
be deemed to be an underwriter, as that term is defined in the Securities Act,
of the securities.

If underwriters are used in a sale, securities will be acquired by the
underwriters for their own account and may be resold from time to time in one
or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale, or under
delayed delivery contracts or other contractual commitments. Securities may be
offered to the public either through underwriting syndicates represented by
one or more managing underwriters or directly by one or more firms acting as
underwriters. If an underwriter or underwriters are used in the sale of
securities, an underwriting agreement will be executed with the underwriter or
underwriters, as well as any other underwriter or underwriters, with respect
to a particular underwritten offering of securities, and will set forth the
terms of the transactions, including compensation of the underwriters and
dealers and the public offering price, if applicable. The prospectus and
prospectus supplement will be used by the underwriters to resell the
securities.

If a dealer is used in the sale of the securities, we and the underwriter will
sell the securities to the dealer, as principal. The dealer may then resell
the securities to the public at varying prices to be determined by the dealer
at the time of resale. To the extent required, we will set forth in the
prospectus supplement the name of the dealer and the terms of the transactions.

We may directly solicit offers to purchase the securities and may make sales
of securities directly to institutional investors or others. These persons may
be deemed to be underwriters within the meaning of the Securities Act with
respect to any resale of the securities. To the extent required, the
prospectus supplement will describe the terms of any such sales, including the
terms of any bidding or auction process, if used.

Agents, underwriters and dealers may be entitled under agreements which may be
entered into with us to indemnification by us against specified liabilities,
including liabilities incurred under the Securities Act, or to contribution by
us or the selling shareholders to payments they may be required to make in
respect of such liabilities. If required, the prospectus supplement will
describe the terms and conditions of the indemnification or contribution. Some
of the agents, underwriters or dealers, or their affiliates may be customers
of, engage in transactions with or perform services for us or our subsidiaries.

Any person participating in the distribution of securities registered under
the registration statement that includes this prospectus will be subject to
applicable provisions of the Exchange Act, and the applicable SEC rules and
regulations, including, among others, Regulation M, which may limit the timing
of purchases and sales of any of our securities by that person. Furthermore,
Regulation M may restrict the ability of any person engaged in the
distribution of our securities to engage in market-making activities with
respect to our securities. These restrictions may affect the marketability of
our securities and the ability of any person or entity to engage in
market-making activities with respect to our securities.

Certain persons participating in an offering may engage in over-allotment,
stabilizing transactions, short-covering transactions and penalty bids that
stabilize, maintain or otherwise affect the price of the offered securities.
These activities may maintain the price of the offered securities at levels
above those that might otherwise prevail in the open market, including by
entering stabilizing bids, effecting syndicate covering transactions or
imposing penalty bids, each of which is described below.

. A stabilizing bid means the placing of any bid, or the effecting of any purchase,
for the purpose of pegging, fixing or maintaining the price of a security.

. A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate
or the effecting of any purchase to reduce a short position created in connection with the offering.

. A penalty bid means an arrangement that permits the managing underwriter
to reclaim a selling concession from a syndicate member in connection
with the offering when offered securities originally sold by the
syndicate member are purchased in syndicate covering transactions.

These transactions may be effected on an exchange, if the securities are
listed on that exchange, or in the over-the-counter market or otherwise.

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If so indicated in the applicable prospectus supplement, we will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase offered securities from us at the public offering
price set forth in such prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in
the prospectus supplement and the prospectus supplement will set forth the
commission payable for solicitation of such contracts.

Any underwriters to whom offered securities are sold for public offering and
sale may make a market in such offered securities, but such underwriters will
not be obligated to do so and may discontinue any market making at any time
without notice. The offered securities may or may not be listed on a national
securities exchange. No assurance can be given that there will be a market for
the offered securities.

To the extent that we make sales to or through one or more underwriters or
agents in at-the-market offerings, we will do so pursuant to the terms of a
distribution agreement between us and the underwriters or agents. If we
engage in at-the-market sales pursuant to a distribution agreement, we will
sell our ordinary shares to or through one or more underwriters or agents,
which may act on an agency basis or on a principal basis. During the term of
any such agreement, we may sell ordinary shares on a daily basis in exchange
transactions or otherwise as we agree with the underwriters or agents. The
distribution agreement will provide that any ordinary shares sold will be sold
at prices related to the then prevailing market prices for our ordinary
shares. Therefore, exact figures regarding proceeds that will be raised or
commissions to be paid cannot be determined at this time and will be described
in a prospectus supplement. Pursuant to the terms of the distribution
agreement, we may agree to sell, and the relevant underwriters or agents may
agree to solicit offers to purchase, blocks of our ordinary shares or
warrants. The terms of each such distribution agreement will be set forth in
more detail in a prospectus supplement to this prospectus.

Offers to purchase the securities offered by this prospectus may be solicited,
and sales of the securities may be made, by us directly to institutional
investors or others, who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any re-sales of the securities. The
terms of any offer made in this manner will be included in the prospectus
supplement relating to the offer.

In connection with offerings made through underwriters or agents, we may enter
into agreements with such underwriters or agents pursuant to which we receive
our outstanding securities in consideration for the securities being offered
to the public for cash. In connection with these arrangements, the
underwriters or agents may also sell securities covered by this prospectus to
hedge their positions in these outstanding securities, including in short sale
transactions. If so, the underwriters or agents may use the securities
received from us under these arrangements to close out any related open
borrowings of securities.

We may enter into derivative transactions with third parties or sell
securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in
connection with those derivatives, such third parties (or affiliates of such
third parties) may sell securities covered by this prospectus and the
applicable prospectus supplement, including in short sale transactions. If so,
such third parties (or affiliates of such third parties) may use securities
pledged by us or borrowed from us, or others to settle those sales or to close
out any related open borrowings of shares, and may use securities received
from us in settlement of those derivatives to close out any related open
borrowings of shares. The third parties (or affiliates of such third parties)
in such sale transactions will be underwriters and, if not identified in this
prospectus, will be identified in the applicable prospectus supplement (or a
post-effective amendment).

We may loan or pledge securities to a financial institution or other third
party that in turn may sell the securities using this prospectus. Such
financial institution or third party may transfer its short position to
investors in our securities or in connection with a simultaneous offering of
other securities offered by this prospectus or in connection with a
simultaneous offering of other securities offered by this prospectus.

FOREIGN EXCHANGE CONTROLS AND OTHER LIMITATIONS

Non-residents of Israel who purchase our ordinary shares may freely convert
all amounts received in Israeli currency in respect of such ordinary shares,
whether as a dividend, liquidation distribution or as proceeds from the sale
of the ordinary shares, into freely-repatriable non-Israeli currencies at the
rate of exchange prevailing at the time of conversion (provided in each case
that the applicable Israeli income tax, if any, is paid or withheld with
respect to such amounts or an exemption has been obtained).

Israeli law and regulations do not impose any material foreign exchange
restrictions on nonIsraeli holders; however, reporting requirements regarding
certain foreign currency transactions remain in effect, and currency controls
can be imposed by administrative action at any time under existing law.

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The State of Israel does not restrict in any way the ownership or voting of
our ordinary shares by non-residents of Israel, except with respect to
subjects of countries that are in a state of war with Israel.

AUTHORIZED REPRESENTATIVE

Our authorized representative in the United States for this offering as
required pursuant to Section 6(a) of the Securities Act of 1933, is Eltek USA
Inc., 250 Commercial

Street,

Suite 3010 Manchester, New Hampshire,

03101.

OFFERING EXPENSES

The following is a statement of expenses in connection with the distribution
of the securities registered. All amounts shown are estimates except the SEC
registration fee. The estimates do not include expenses related to offerings
of particular securities. Each prospectus supplement describing an offering of
securities will reflect the estimated expenses related to the offering of
securities under that prospectus supplement.

SEC registration fee $ 642
FINRA filing fee *
Legal fees and expenses $ 35,000
Accountants' fees and expenses $ 55,000
Printing fees $ 9,000
Miscellaneous $ 5,000
Total $ 104,642

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* These fees are calculated based on the securities offered and the number of
issuances and accordingly cannot be defined at this time.

LEGAL MATTERS

Amit, Pollak, Matalon & Co., Tel-Aviv, Israel will pass upon the validity of
our ordinary shares and other matters of Israeli law for us with respect to
securities offered by this prospectus and any accompanying prospectus
supplement. Carter Ledyard & Milburn LLP, New York, New York, will be passing
upon matters of United States law for us with respect to securities offered by
this prospectus and any accompanying prospectus supplement. Additional legal
matters may be passed upon for us, any underwriters, dealers or agents by
counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements appearing in our Annual Report on Form
20-F as of December 31, 2021 and 2020 and the two years then ended,
incorporated by reference in this prospectus, have been audited by Brightman
Almagor Zohar & Co., an independent registered public accounting firm, a
member of Deloitte Global Network, as stated in their report. Such
consolidated financial statements are incorporated by reference in reliance
upon the report of such firm given their authority as experts in accounting
and auditing.

The consolidated financial statements appearing in our Annual Report on Form
20-F for the year ended December 31, 2019 have been audited by Kost, Forer,
Gabbay & Kasierer, an independent registered public accounting firm and a
member of Ernst & Young Global, as set forth in its reports thereon, included
therein, and incorporated herein by reference. Such consolidated financial
statements are incorporated herein in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-3 under the
Securities Act, with respect to the securities offered by this prospectus.
This prospectus and any accompanying prospectus supplement do not contain all
the information contained in the registration statement, including its
exhibits and schedules. You should refer to the registration statement,
including its exhibits and schedules, for further information about us and the
securities we may offer. Statements we make in this prospectus and any
accompanying prospectus supplement about certain contracts or other documents
are not necessarily complete. When we make such statements, we refer you to
the copies of the contracts or documents that are filed as exhibits to the
registration statement, because those statements are qualified in all respects
by reference to those exhibits. The registration statement, including exhibits
and schedules, is on file at the office of the SEC and may be inspected
without charge.

We are subject to the information reporting requirements of the Exchange Act.
Under the Exchange Act, we are required to file annual and special reports and
other information with the SEC. As a foreign private issuer, we are exempt
from the rules under the Exchange Act prescribing the furnishing and content
of proxy statements and our officers, directors and principal shareholders are
exempt from the reporting and short-swing profit recovery provisions contained
in Section 16 of the Exchange Act. In addition, we are not required under the
Exchange Act to file annual, quarterly and current reports and financial
statements as frequently or as promptly as U.S. companies whose securities are
registered under the Exchange Act. However, we file with the SEC, within 120
days after the end of each fiscal year, or such applicable time as required by
the SEC, an annual report on Form 20-F containing financial statements audited
by an independent registered public accounting firm, and we submit to the SEC,
on Form 6-K, unaudited quarterly financial information. Our SEC filings are
available to the public over the Internet at the SEC's website at www.sec.gov.

We maintain a corporate website at www.eltek.com. Information contained on, or
that can be accessed through, our website does not constitute a part of this
prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We file annual and special reports and other information with the Commission
(File Number 000-28884). These filings contain important information which
does not appear in this prospectus. The Commission allows us to "incorporate
by reference" information into this prospectus, which means that we can
disclose important information to you by referring you to other documents
which we have filed or will file with the Commission. We are incorporating by
reference in this prospectus the documents listed below and all amendments or
supplements we may file to such documents, as well as any future filings we
may make with the Commission on Form 20-F under the Exchange Act before the
time that all of the securities offered by this prospectus have been sold or
de-registered.

. our annual report on
Form 20-F
for the fiscal year ended December 31, 2021, filed with the SEC on March 23, 2022;

. our report on Form 6-K furnished to the SEC on
May 18, 2022
and
June 15, 2022
; and

. the description of our ordinary shares contained in our Annual Report on
Form 20-F
for the year ended December 31, 2021.

In addition, we may incorporate by reference into this prospectus our reports
on Form 6-K filed after the date of this prospectus (and before the time that
all of the securities offered by this prospectus have been sold or
de-registered) if we identify in the report that it is being incorporated by
reference in this prospectus.

Certain statements in and portions of this prospectus update and replace
information in the above listed documents incorporated by reference.
Likewise, statements in or portions of a future document incorporated by
reference in this prospectus may update and replace statements in and portions
of this prospectus or the above listed documents.

We will provide you without charge, upon your written or oral request, a copy
of any of the documents incorporated by reference in this prospectus, other
than exhibits to such documents which are not specifically incorporated by
reference into such documents. Please direct your written or telephone
requests Eltek Ltd., at 20 Ben Zion Gelis Street, Sgoola Industrial Zone,
Petach-Tikva 4927920, Israel Attn: Ron Freund, Chief Financial Officer,
telephone number +972-3-939-5023. You may also obtain information about us by
visiting our website at www.nisteceltek.com. Information contained in our
website is not part of this prospectus.

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We are an Israeli company and are a "foreign private issuer" as defined in
Rule 3b-4 under the Securities Exchange Act of 1934, or Exchange Act. As a
result, (i) our proxy solicitations are not subject to the disclosure and
procedural requirements of Regulation 14A under the Exchange Act, (ii)
transactions in our equity securities by our officers, directors and principal
shareholders are exempt from Section 16 of the Exchange Act; and (iii) we are
not required under the Exchange Act to file periodic reports and financial
statements as frequently or as promptly as U.S. companies whose securities are
registered under the Exchange Act.

We make available to our shareholders an annual report containing financial
statements that have been examined and reported on, with an opinion expressed
by, an independent registered public accounting firm. Since November 4, 2002,
we have been making all required filings with the Commission electronically,
and these filings are available via the Internet at the Commission's website at

http://www.sec.gov
.

ENFORCEABILITY OF CIVIL LIABILITIES

Service of process upon us and upon our directors and officers and the Israeli
experts named in this prospectus, most of whom reside outside the United
States, may be difficult to obtain within the United States. Furthermore,
because substantially all of our assets and substantially all of our directors
and officers are located outside the United States, any judgment obtained in
the United States against us or any of our directors and officers may not be
collectible within the United States.

We have been informed by our legal counsel in Israel, Amit, Pollak, Matalon &
Co., Advocates, our legal counsel in Israel that it may be difficult to
initiate an action with respect to U.S. securities laws claims in original
actions instituted in Israel. Israeli courts may refuse to hear a claim based
on an alleged violation of U.S. securities laws because Israel is not the most
appropriate forum in which to bring such a claim. In addition, even if an
Israeli court agrees to hear a claim, it may determine that Israeli law and
not U.S. law is applicable to the claim. There is little binding case law in
Israel addressing these matters. If U.S. law is found to be applicable, the
content of applicable U.S. law must be proven as a fact by expert witnesses,
which can be a time-consuming and costly process. Matters of procedure may
also be governed by Israeli law.

We have irrevocably appointed Eltek USA Inc., as our agent to receive service
of process in any action against us in any U.S. federal or state court arising
out of this offering or any purchase or sale of securities in connection with
this offering. Subject to specified time limitations and legal procedures,
Israeli courts may enforce a U.S. judgment in a civil matter which is
non-appealable, including a judgment based upon the civil liability provisions
of the Securities Act or the Exchange Act and including a monetary or
compensatory judgment in a non-civil matter, provided that, among other things:

. the judgment was rendered by a court of competent jurisdiction,
according to the laws of the state in which the judgment is given;

. the judgment may no longer be appealed;

. the judgment is enforceable according to the laws of Israel and according to the law of the foreign
state in which the relief was granted and the judgment is not contrary to public policy of Israel; and

. the judgment is executory in the state in which it was given.

Even if such conditions are met, an Israeli court may not declare a foreign
civil judgment enforceable if:

. the prevailing law of the foreign state in which the judgment is rendered does not allow
for the enforcement of judgments of Israeli courts (subject to exceptional cases);

. the defendant did not have a reasonable opportunity to be heard and
to present his or her evidence, in the opinion of the Israeli court;

. the enforcement of the civil liabilities set forth in the judgment is likely to impair the security or sovereignty of Israel;

. the judgment was obtained by fraud;

. the judgment was rendered by a court not competent to render it according
to the rules of private international law prevailing in Israel;

. the judgment conflicts with any other valid judgment in the same matter between the same parties; or

. an action between the same parties in the same matter was pending in any Israeli court
or tribunal at the time at which the lawsuit was instituted in the foreign court.

If a foreign judgment is enforced by an Israeli court, it generally will be
payable in Israeli currency, which can then be converted into non-Israeli
currency and transferred out of Israel. The usual practice in an action before
an Israeli court to recover an amount in a non-Israeli currency is for the
Israeli court to issue a judgment for the equivalent amount in Israeli
currency at the rate of exchange in force on the date of the judgment, but the
judgment debtor may make payment in foreign currency. Pending collection, the
amount of the judgment of an Israeli court stated in Israeli currency
ordinarily will be linked to the Israeli consumer price index plus interest at
the annual statutory rate set by Israeli regulations prevailing at the time.
Judgment creditors must bear the risk of unfavorable exchange rates.

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ELTEK LTD.

$20,000,000
Ordinary Shares
Warrants
Units
____________________________

PROSPECTUS

____________________________

You should rely only on the information incorporated by reference or provided
in this prospectus and in any accompanying prospectus supplement. We have not
authorized anyone to provide you with different information. We are not
making any offer to sell or buy any of the securities in any state where the
offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date that appears below.

August 5, 2022

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625,000 Ordinary Shares

Eltek Ltd.

PROSPECTUS SUPPLEMENT

ThinkEquity

February 12, 2024

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