UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~January~~March 3117, 2022 ~~(January 27, 2022)~~

On Track Innovations Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Israel

(State or Other Jurisdiction of Incorporation)

000-49877		N/A
(Commission File Number)		(IRS Employer Identification No.)

Hatnufa 5, Yokneam Industrial Zone, Yokneam, Israel		2069200
(Address of Principal Executive Offices)		(Zip Code)

011 972 4 6868000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

OnAs previously reported, on January 19, 2022, On Track Innovations Ltd. (the “Company”) ~~announced that it~~ entered into a binding term sheet (the “Term Sheet”) with Nayax Ltd., a public company limited by shares formed under the laws of the State of Israel (“~~Nayax~~Parent”). The Term Sheet provides that the Company and ~~Nayax~~Parent shall enter into a two-step transaction relating to (i) ~~Nayax~~ Parent extending a senior secured convertible loan to the Company ~~(the “Loan”)~~; and (ii) the purchase by ~~Nayax~~Parent of 100% of the share capital of the Company. As previously reported, on January 27, 2022, the Company ~~pursuant~~entered tointo a ~~merger~~Senior ~~agreement~~Secured Convertible Loan Agreement (the “~~Merger~~ Loan Agreement”) with Parent. Under the Loan Agreement, Parent agreed to extend a loan to the Company in the amount of $5,500,000.

On March ~~January 27~~17, 2022, the Company entered into aan ~~Senior~~Agreement ~~Secured~~and ~~Convertible~~Plan ~~Loan~~of ~~Agreement~~Merger (the “Merger Agreement”) ~~with~~and ~~Nayax. Under~~ the ~~Agreement, Nayax has agreed~~transactions tocontemplated ~~extend a loan to the Company in the amount of $5~~thereunder,~~500,000~~ (the “~~Loan Amount~~Transactions”), ofby ~~which~~and ~~approximately~~among ~~$173,000 have been already advanced to~~ the Company, toParent ~~pay the Company’s employee salaries. The Loan Amount is expected to be used to pay in full the Company’s existing debts to its secured creditors (the “Secured Debt”)~~ and ~~discharge~~OTI ~~certain~~Merger ~~current~~Sub ~~liabilities~~Ltd. ~~The Loan is subject to 10% interest per year~~, ~~and~~a ~~the accumulated interest and value added tax, if any, is payable quarterly commencing on~~private ~~April~~company 1,limited ~~2022.~~by ~~The~~shares ~~Loan~~formed ~~matures~~under on the ~~second~~laws ~~anniversary~~ of the ~~closing~~State of ~~the~~Israel ~~Loan Agreement~~ and ~~may~~a ~~not~~wholly-owned besubsidiary ~~prepaid~~of byParent ~~the~~(“Merger ~~Company.~~Sub”), ~~Nayax~~pursuant ~~may,~~to inwhich ~~its~~Merger ~~sole~~Sub ~~discretion,~~will ~~extend~~merge ~~additional~~with ~~loans~~and tointo the Company, ~~which~~with ~~amounts would be added to~~ the ~~Loan Amount. The~~ Company ~~undertook~~ ~~not~~surviving ~~to enter into, during the Exclusivity Period (~~as ~~such~~a ~~term~~direct iswholly-owned ~~defined~~subsidiary ~~below)~~of Parent, ~~any~~in ~~loan,~~exchange ~~financing,~~for ~~credit~~consideration orconsisting ~~similar~~of ~~agreement with~~cash ~~any~~in ~~third~~the ~~party,~~amounts ~~except~~described ~~with~~below ~~Lender’s~~(the ~~prior written approval, which approval~~“Merger”).

~~Upon~~Subject ~~full~~to ~~payment~~satisfaction of the ~~Secured~~closing ~~Debt~~conditions ~~and~~included ~~removal~~in ofthe ~~security~~Merger ~~interests relating thereto~~Agreement, the ~~Loan~~Transactions ~~Amount~~are ~~shall~~expected ~~rank senior~~ to ~~any~~close ~~other~~by ~~indebtedness of~~July ~~the~~1, ~~Company~~2022. ~~The~~Jerry L. ~~Company undertook that until repayment of the Loan Amount~~Ivy, itJr ~~shall~~Descendants’ ~~not~~Trust, ~~without~~ the ~~Lender’s~~controlling ~~prior~~shareholder ~~express written~~of ~~consent,~~the ~~create any lien~~Company, ~~pledge,~~has ~~charge,~~entered ~~encumbrance,~~into ~~hypothecation~~a orVoting ~~similar~~and ~~arrangements~~Support orAgreement ~~other third-party rights of any~~with ~~kind~~Parent ~~with~~and ~~respect~~Merger Sub to ~~its~~vote ~~assets~~the ortrust’s ~~property,~~shares ~~including~~in ~~intellectual~~favor ~~property~~of ~~rights~~the Transactions.

The ~~Loan~~Merger ~~Amount is secured pursuant to a debenture (the “Debenture”) by a first priority floating charge over all the tangible or intangible assets and other property of the Company as of the date of the~~ Agreement ~~or thereafter acquired.~~

~~The Lender has the right to convert the Loan Amount after the earlier to occur: (i) an Event of Default (as defined in the Agreement), or (ii) the completion of the~~ Merger ~~Agreement, and prior to the repayment in full of the Loan Amount, into 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 agreed to convene a shareholders meeting if the Lender has the right of Conversion but the Company has insufficient registered share capital, or if shareholder approval is required, to effect the Conversion. Until the repayment of the Loan Amount or otherwise conversion thereof, the Company agreed not to issue to any third party any shares, options, warrants, or any other instrument convertible into Ordinary Shares, without the prior written consent of the Lender. Upon the occurrence of an Event of Default, at the election of the Lender: (i) the Loan Amount shall become immediately due and payable; and (ii) the interest on the Loan Amount shall be increased to an annual rate of 16%.Consideration

~~The~~Pursuant ~~Company~~to ~~further~~the ~~undertook~~Merger ~~that~~Agreement, ~~until~~at the ~~earlier~~effective totime ~~occur~~ of: ~~(i)~~the ~~consummation~~Merger of (the “Merger ~~Agreement,~~Effective ~~or (ii~~Time”), the ~~date~~outstanding ~~that~~ordinary shares isof ~~six~~the ~~months following~~Company, ~~the~~par ~~execution~~value ~~date~~NIS of0.1 ~~the~~per ~~Agreement~~share (~~the~~ “~~Exclusivity~~Company ~~Period~~Ordinary Shares”), ~~the~~other than Company, ~~its~~Ordinary ~~board~~Shares owned, ofdirectly ~~directors~~or indirectly, by the Company or any of its ~~executive~~ ~~officers~~wholly-owned subsidiaries, ~~their~~will ~~agents~~convert orinto ~~representatives~~the inright ~~their~~to ~~capacity~~receive asfrom ~~such~~Parent $4.5 ~~(collectively,~~million in the aggregate (the “~~Standstill~~Merger ~~Parties~~Consideration”). ~~shall~~Based on the number of the Company Ordinary Shares currently ~~cease~~outstanding ~~all~~and ~~discussions,~~currently ~~negotiations,~~expected ~~solicitation~~to ofbe ~~offers~~outstanding at the Merger Effective Time, orthe ~~provision~~Company ofexpects ~~information~~that toeach ~~any~~Company ~~third~~Ordinary ~~party~~Share shall ~~regarding~~entitle athe ~~competing~~holder ~~transaction~~thereof to receive gross consideration of $0. In0595 ~~addition~~per share, ~~during~~which ~~Exclusivity~~consideration ~~Period,~~may ~~none~~change if the number of Company Ordinary Shares changes before the ~~Standstill~~Merger ~~Parties~~Effective ~~shall~~Time. ~~sell,~~At ~~transfer~~the Merger Effective Time, ~~pledge~~each oroption ~~perform~~to ~~any~~acquire ~~other~~Company ~~transactions~~Ordinary ~~with~~Shares granted under the Company’s ~~shares~~2001 orShare ~~debt~~Option Plan, ~~except~~which ~~with~~is ~~the~~outstanding immediately prior ~~written~~to ~~approval~~the ofMerger ~~the~~Effective ~~Lender~~Time (whether or not then vested or exercisable) shall be terminated for no cost.

~~The~~At ~~Agreement~~the ~~and~~Merger ~~Debenture~~Effective ~~include~~Time, ~~customary~~each ~~representations~~restricted ~~and~~share ~~warranties,~~granted asunder ~~well~~the asCompany’s ~~events~~2021 ofIncentive ~~default~~Equity Plan, which ~~include,~~is ~~among~~outstanding ~~other things,~~immediately ~~failures~~prior to ~~repay~~the ~~any~~Merger ~~amounts~~Effective ~~due~~Time to(whether ~~the Lender, breaches~~ or ~~defaults~~not ~~under~~then ~~the~~vested ~~terms of the Agreement~~ or ~~Debenture.~~exercisable) Ifshall anbe ~~event of default occurs~~accelerated, ~~the~~and ~~Loan~~such ~~Amount~~shares shall ~~immediately become due and payable, without the need for any notice by the Lender. In case of any contradiction~~participate orin ~~discrepancy between~~ the ~~Agreement~~Merger ~~and~~pursuant ~~the~~to ~~Term Sheet,~~ the ~~provisions~~Merger ~~of the~~ Agreement ~~shall~~(without ~~control,~~any ~~provided~~increase ~~that~~to ~~nothing in~~ the ~~Agreement shall~~aggregate ~~derogate~~Merger ~~from the parties’ obligations under the Term Sheet~~Consideration).

1Representations, Covenants and Conditions to Closing

~~The~~Each ~~securities being issued are exempt from the registration requirements~~ of the ~~Securities Act of 1933~~Company, asParent ~~amended~~and ~~(the~~Merger ~~“Securities Act”)~~Sub ~~pursuant~~has tomade ~~Section~~customary ~~4(a)(2)~~representations ~~of the Securities Act~~ and~~/or~~ ~~Rule~~warranties ~~506(b)~~in ~~of Regulation D promulgated thereunder because, among other things,~~ the ~~transaction~~Merger ~~did~~Agreement ~~not involve a public offering, Nayax is an accredited investor, Nayax is taking the securities for investment~~ and ~~not resale and~~ the Company ~~took appropriate measures~~ agreed to ~~restrict~~customary ~~the~~covenants ~~transfer~~regarding of the ~~securities.~~operation ~~The Debenture and the Ordinary Shares issuable upon conversion~~ of ~~the~~its ~~Debenture~~business ~~have~~prior not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to ~~sell or~~ the ~~solicitation of~~closing ~~an offer to buy nor shall there be any sale~~ of ~~these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under~~ the ~~securities laws of any such state or jurisdiction~~Transactions.

~~The~~From ~~foregoing~~the ~~descriptions~~date of the Merger Agreement ~~and~~until the ~~Debenture~~earlier ~~are~~of ~~qualified~~(i) bythe ~~reference~~Merger toEffective ~~the~~Time ~~full~~or ~~text~~(ii) the termination of the Merger Agreement ~~and~~in accordance with the ~~Debenture~~terms therein, the Company is subject to customary restrictions on its ability to (A) solicit or facilitate proposals ~~copies~~from third parties with respect to transactions involving the sale of ~~which~~the ~~are~~Company ~~filed~~(a as“Takeover ~~Exhibit~~Proposal”) ~~10.1~~or ~~and~~(B) ~~4.1~~provide non-public information to, ~~respectively~~or otherwise participate or engage in discussions or negotiations with, third parties or take certain other actions that would reasonably be expected to ~~this~~lead ~~Current~~to ~~Report~~a onTakeover ~~Form~~Proposal, ~~8-K~~subject to customary exceptions relating to proposals that would reasonably be expected to lead to a superior proposal (as further described in the Merger Agreement).

~~Item~~The closing ~~1.02~~of ~~Termination~~the Merger is subject to certain customary conditions, including, among others, (a) approval of the Merger Agreement by at least 75% of the ordinary shares of the Company present at the shareholders meeting, in person or by proxy, while abstentions are not considered votes cast, (b) the absence of certain laws, orders, judgments, injunctions or rulings by a ~~Material~~governmental ~~Definitive~~authority that restrain, enjoin or otherwise prohibit the consummation of the Merger (“Restraint”), (c) the passage of the statutory waiting periods following the filing of a merger proposal with the Registrar of Companies of the State of Israel, and (d) the accuracy of representations and warranties with respect to the businesses of the Company and Parent and compliance in all material respects by the Company, Parent and Merger Sub with their respective covenants contained in the Merger Agreement.

On January 31, 2022, Nayax advised the Company that it paid in full all amounts due under that certain loan financing agreement dated December 9, 2020, with Jerry L. Ivy, Jr., Descendants’ Trust and another party, as such agreement was amended (the “Ivy Loan Agreement”) and the associated debenture. Accordingly, the Ivy Loan Agreement and the associated debenture, have been satisfied in full and have been terminated. 1

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

The Merger ~~information~~Agreement contains certain termination rights of Parent and of the Company, including, among others, the right of (a) Parent to terminate if the Merger has not been consummated on or prior to July 1, 2022, or if any Restraint shall be in effect and shall have become final and nonappealable, (b) Parent to terminate if the Merger Agreement has not been put to the vote of the shareholders of the Company by May 5, 2022; or if such shareholders’ approval was not obtained at the shareholders meeting by May 31, 2022, (c) Parent to terminate if a Company Adverse Recommendation Change is made in the circumstances set forth under ~~Item~~the ~~1.01~~Merger Agreement and (d) the Company if the Merger Agreement was voted against, or if the required majority was not obtained for the approval of ~~this~~the ~~Current~~Merger, ~~Report~~in the Company’s shareholders meeting. If the Merger Agreement is terminated (i) by Parent because the merger has not been consummated on ~~Form~~or ~~8-K~~prior to July 1, 2022, (ii) by Parent if the Merger Agreement has not been put to the vote of the shareholders of the Company by May 5, 2022; or if such shareholders’ approval was not obtained at the shareholders meeting by May 31, 2022, (iii) by Parent because a Company Adverse Recommendation Change (as defined in the Merger Agreement) is ~~incorporated~~made or (iv) by ~~reference~~the ~~into~~Company ~~this~~if ~~Item~~the 2Merger Agreement was voted against, or if the required majority was not obtained for the approval of the Merger, in the Company’s shareholders meeting the Company shall pay to Parent a termination fee equal to $1,500,000 in cash.~~03.~~

~~Item~~The foregoing ~~3.02~~description ~~Unregistered~~of ~~Sales~~the Merger Agreement is qualified in its entirety by reference to the full text of ~~Equity~~the ~~Securities~~Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto, and is incorporated into this report by reference.

The Merger Agreement has been included to provide investors with information ~~set~~regarding ~~forth~~its terms. It is not intended to provide any other ~~under~~factual ~~Item~~information 1about the Company, Merger Sub or Parent.01 The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of ~~this~~the ~~Current~~Merger ~~Report~~Agreement onas ~~Form~~of ~~8-K~~the isspecific ~~incorporated~~dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by ~~reference~~the ~~into~~contracting ~~this~~parties, ~~Item~~including 3being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.02 Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1	Debenture Dated January 27, 2022.
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. (filed herewith).*
10.1	Loan Financing Agreement dated January 27, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Warning Concerning~~* ~~Forward~~Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-~~Looking~~K ~~Statements~~Item 601(b)(2). The registrant agrees to furnish supplemental a copy of all omitted exhibits and schedules to the SEC upon its request.

2Additional Information and Where to Find It

~~SIGNATURES~~In connection with the proposed Merger, the Company intends to file with the U.S. Securities and Exchange Commission (“SEC”) a proxy statement and associated proxy card, which will be sent to the shareholders of the Company seeking their approval of the Merger (the “proxy statement”). The Company may also file other documents regarding the proposed Merger with the SEC. This communication is not intended to be, and is not, a substitute for such filings or for any other document that the Company may file with the SEC in connection with the proposed Merger. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by the Company, when they become available, through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the proxy statement and other documents filed with the SEC on the Company’s website at www.otiglobal.com

~~Pursuant to the requirements~~Participants ofin the ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Solicitation

	On Track Innovations Ltd.
Date: January 31, 2022	By:	/s/ Assaf Cohen
	Name:	Assaf Cohen
	Title:	Chief Financial Officer

The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed Merger under the rules of the SEC. Investors may obtain information regarding the names, affiliations and interests of directors and executive officers of the Company in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended December 31, 2020, which was filed with the SEC on March 31, 2021, as well as in its other filings with the SEC, including subsequent filings reporting changes in the directors and executive officers. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC in respect of the proposed Merger when they become available.

3Warning 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 potential to close the Merger Agreement, timing of such closing and potential consideration to the Company’s shareholders. The forward-looking statements contained in this Current Report on Form 8-K reflect the Company’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement, including, without limitation, (i) inability to complete the proposed Merger because, among other reasons, one or more conditions to the closing of the proposed Merger may not be satisfied or waived; (ii) uncertainty as to the timing of completion of the proposed Merger; (iii) potential adverse effects or changes to relationships with employees, service providers or other parties resulting from the announcement or completion of the proposed Merger; (iv) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement; and (v) possible disruptions from the proposed Merger that could harm the Company’s business. The Company does not guarantee that the proposed Merger and events described will happen as described (or that they will happen at all). 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 Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	On Track Innovations Ltd.

Date: March 17, 2022	By:	/s/ Assaf Cohen
	Name:	Assaf Cohen
	Title:	Chief Financial Officer

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