Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note is incorporated by reference into this Item 2.01.

In addition, at the Effective Time, each option to acquire Ordinary Shares granted under the Company's 2001 Share Option Plan, which was outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) was terminated for no cost and each restricted share granted under the Company's 2021 Incentive Equity Plan, which was outstanding immediately prior to the Effective Time (whether or not then vested) was accelerated, and such shares participated in the Merger pursuant to the Merger Agreement (without any increase to the aggregate Merger consideration).

The description of the Merger is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 17, 2022, and is incorporated by reference herein.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. In connection with the completion of the Merger, the Company notified the OTC Markets on June 9, 2022, that, effective on that date, (i) each Ordinary Share of the Company that was issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company, Parent or the Merger Sub) was automatically converted into the right to receive the applicable pro rata portion of the Merger Consideration. As a result, trading in the Ordinary Shares was halted and suspended prior to market open on June 9, 2022.

Item 5.01 Change in Control of Registrant.

The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.01.

As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of the Parent.





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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note is incorporated by reference into this Item 5.02.

On June 9, 2022, in connection with the Merger, all members of the board of directors of the Company ceased to serve in such capacity at the Effective Time. These departures were not a result of any disagreements with the Company on any matter relating to the Company's operations, policies or practices.

In connection with the completion of the Merger, Amir Eilam, Chief Executive Officer of the Company, and Assaf Cohen, Chief Financial Officer of the Company, are receiving cash bonuses of NIS 192,500 and NIS 157,500, respectively, 50% of which payable immediately following the completion of the Merger, and an additional 50% payable upon the lapse of one year following the date hereof, subject to certain conditions.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



2.1     Agreement and Plan of Merger, dated March 17, 2022, by and among On
      Track Innovations Ltd., Nayax Ltd. and OTI Merger Sub Ltd. (incorporated
      by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
      filed with the SEC on March 17, 2022).*

104   Cover Page Interactive Data File (embedded within the Inline XBRL
      document)

* Certain of the exhibits and schedules to this exhibit have been omitted in

accordance with Regulation S-K Item 601(b)(2). The registrant agrees to furnish

supplemental a copy of all omitted exhibits and schedules to the SEC upon its


   request.




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