ON TRACK INNOVATIONS LTD: entering into a material definitive agreement, termination of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, off-register sale equity securities, financial statements and exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

At January 19, 2022, OnTrack Innovations Ltd. (the “Company”) announced that it has entered into a binding term sheet (the “term sheet”) with Nayax Ltd. (“Nayax”). The Term Sheet provides that the Company and Nayax will enter into a two-step transaction relating to (i) Nayax providing a senior secured convertible loan to the Company (the “Loan”); and (ii) the purchase by Nayax of 100% of the share capital of the Company pursuant to a merger agreement (the “Merger Agreement”).

At January 27, 2022, the Company has entered into a senior secured convertible loan agreement (the “Agreement”) with Nayax. Under the terms of the agreement, Nayax has agreed to provide a loan to the company in the amount of $5,500,000 (the “Loan Amount“), of which approximately $173,000 have already been advanced to the Company to pay the salaries of Company employees. The Loan proceeds are expected to be used to fully repay the Company’s existing indebtedness to its secured creditors (the “Secured Indebtedness”) and to discharge certain current liabilities. The loan is subject to interest at 10% per annum, and accrued interest and value added tax, if any, are payable quarterly from April 1, 2022. The loan matures on the second anniversary of the closing of the loan agreement and may not be prepaid by the company. Nayax may, at its sole discretion, make additional loans to the Company, the amounts of which would be added to the loan amount. The Company has undertaken not to enter into, during the Exclusivity Period (as this term is defined below), any loan, financing, credit or similar agreement with a third party, except with the prior written agreement of the Lender, which agreement .

Upon full payment of the secured indebtedness and removal of security therein, the amount of the loan will have priority over any other indebtedness of the company. The Company undertakes not, without the prior express written consent of the Lender, to create any lien, pledge, charge, encumbrance, mortgage or similar arrangements or other third party rights of any kind or in respect of its assets or property, including intellectual property rights.

The Loan Amount is secured under a debenture (the “Debenture”) by a first ranking floating charge over all tangible and intangible assets and other property of the Company on the date of the Agreement or subsequently acquired .

The Lender has the right to convert the Loan Amount after the first occurrence of: (i) an Event of Default (as defined in the Agreement), or (ii) completion of the Merger Agreement, and before full repayment of the Loan Amount, in ordinary shares, par value NIS 0.1 (the “Ordinary Shares”), of the Company, at a price per Ordinary Share equal to $0.043 (The Conversion”). The Company has agreed to call a meeting of shareholders if the Lender has the right of Conversion but the Company does not have sufficient share capital, or if shareholder approval is required, to effect the Conversion Until the repayment of the Loan Amount or any other conversion thereof, the Company has undertaken not to issue to third parties any shares, options, warrants or any other instrument convertible into Ordinary Shares , without the prior written consent of the Lender.In the event of the occurrence of an Event of Default, at the option of the Lender: (i) the amount of the loan shall become immediately due and payable; and (ii) interest on the amount of the loan will be increased at an annual rate of 16%.

The Company has further agreed that until the earliest of the following dates: (i) the completion of the Merger Agreement, or (ii) the date which falls six months after the date of execution of the Agreement (the “Exclusive Period”), the Company, its boards of directors, any of its officers, their agents or representatives in their capacity (collectively, the “status quo parties”) shall cease all discussions , negotiations, solicitations of offers, or providing information to any third party regarding a competitor’s transaction. In addition, during the Exclusivity Period, none of the Standstill Parties will sell, transfer, pledge or otherwise deal with the shares or indebtedness of the Company, except with the prior written approval of the Lender.

The Agreement and the Debenture include customary representations and warranties, and events of default, which include, but are not limited to, failure to repay any amounts due to the Lender, breaches or breaches of the terms of the Agreement or the debenture. If an event of default occurs, the Loan Amount will become immediately due and payable, without the need to notify the Lender. In the event of any contradiction or discrepancy between the Agreement and the Term Sheet, the provisions of the Agreement shall prevail, provided that nothing in the Agreement derogates from the obligations of the parties under the Term Sheet.

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The securities issued are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b). ) of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, Nayax is an accredited investor, Nayax is taking the securities for investment purposes and not for resale and the Company has taken appropriate measures to restrict the transfer of securities. The Debenture and the common shares issuable upon conversion of the Debenture have not been registered under securities law and may not be sold in United States lack of registration or exemption from registration. This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of . . .

Section 1.02 Termination of a Material Definitive Agreement.

At January 31, 2022, Nayax has notified the Company that it has paid in full all amounts due under this debt financing agreement as of December 9, 2020, with Jerry L. Ivy, Jr., Trust of descendants and another party, as this agreement has been amended (the “Ivy Loan Agreement”) and related debenture. Accordingly, the Ivy Loan Agreement and related Debenture have been fully satisfied and have been terminated.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

Item 3.02 Unrecorded Sales of Equity securities.

The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 3.02.

Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits



4.1    Debenture Dated January 27, 2022.

10.1   Loan Financing Agreement dated January 27, 2022.

104 Cover page interactive data file (embedded in Inline XBRL document)

                 Warning Concerning Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the federal securities laws. For example, forward-looking statements are used when the Company discusses the possibility of entering into and closing the merger agreement, the payment of debts, the use of the proceeds of the agreement and the possibility of signing the agreement. of fusion, . These forward-looking statements and their implications are based on the current expectations of the Company’s management only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. . Except as otherwise required by law, the Company undertakes no obligation to issue revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events. For a more detailed description of the risks and uncertainties affecting the registrant, reference is made to the reports of the Company filed from time to time with the Security and Exchange Commission.

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