ON TRACK INNOVATIONS LTD. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
Under the Term Sheet, Nayax has agreed to extend a loan to the Company in the
amount of
Pursuant to the Term Sheet, Nayax further agreed to use its commercial
reasonable efforts to guarantee the Company a credit line in an amount of up to
The Company and Nayax agreed to make all reasonably commercial efforts to enter
into a definitive merger agreement (the "Merger Agreement") within 21 days after
the entry into the Loan Agreement, and to complete the Merger by
Pursuant to the Term Sheet, during the period commencing on the extension of the
Loan, and until the completion of the Merger, the Company agreed to perform its
business in the ordinary course, and not to take any action or enter into any
transaction outside the ordinary course of business consistent with past
practices, without the prior written consent of Nayax. The Company agreed (a) to
cease all discussions, negotiations solicitation of offers, or provision of
information to any third party until the entry into a Loan Agreement, provided
that a commercially reasonable draft of the Loan Agreement will be provided to
the Company by Nayax within three business days following the date hereof (the
"Exclusivity Period"), and (b) that none of Company or its Board of Directors
shall sell, transfer, pledge or perform any other transactions with the
Company's shares or debt, except in the context of the Term Sheet or with
Nayax's consent (the "Standstill Obligations"). In addition, subject to the
consummation of the Loan Agreement by
The foregoing description of the Term Sheet is qualified by reference to the full text of the Term Sheet, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
1
Item 8.01 Other Events.
As previously reported in the Company's Current Report on Form 8-K filed on
At a Court hearing that took place on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Binding Term Sheet by and between the Company and Nayax, dated January
19, 2022.
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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 federal securities laws. For example,
forward-looking statements are being used when the Company discusses the timing,
actual entry into and closing of the transactions under the Loan Agreement and
the Merger Agreement, the payment of debts, use of the proceeds from the Loan
Agreement, the final terms of the Loan Agreement and the Merger Agreement and
any change to the terms described above, the ability of the Company to continue
as its business and not to be subject to insolvency proceedings, the convening
of a shareholders meeting to approve the Merger and whether it will be approved
and whether the Company will be subject to any of the sanctions described above
(or to other sanctions that may be agreed upon in the future). These
forward-looking statements and their implications are based on the current
expectations of the management of the Company 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 publicly
release any revisions to the forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. For a more detailed description of the risks and
uncertainties affecting the registrant, reference is made to the Company's
reports filed from time to time with the
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