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): ~~March~~May 173, 2022 (April 26, 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 12.~~01.~~02 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Conditions.

~~As previously reported, on January 19, 2022,~~ On Track Innovations Ltd. (the “Company”) ~~entered~~is ~~into~~currently apreparing ~~binding~~its ~~term~~financial ~~sheet (the~~statements ~~“Term Sheet”)~~ with ~~Nayax~~respect Ltd., a public company limited by shares formed under the laws of the State of Israel (“Parent”). The Term Sheet provides that the Company and Parent shall enter into a two-step transaction relating to ~~(i)~~ ~~Parent extending a senior secured convertible loan to~~ the Company~~; and (ii) the purchase by Parent of 100% of the share capital of~~’s ~~the~~quarter ~~Company.~~ended AsMarch ~~previously reported~~31, on2022. ~~January~~After ~~27,~~preliminary ~~2022~~analysis, the Company ~~entered~~wishes ~~into a Senior Secured Convertible Loan Agreement (the “Loan Agreement”) with Parent. Under the Loan Agreement, Parent agreed~~ to ~~extend~~inform aits ~~loan~~shareholders toof the ~~Company~~initial infinancial ~~the amount of $5,500,000~~results.

OnFor ~~March 17, 2022,~~ the ~~Company~~first ~~entered~~quarter ~~into an Agreement and Plan~~ of ~~Merger~~2022, ~~(the~~based ~~“Merger~~on ~~Agreement” and~~ the ~~transactions contemplated~~preliminary ~~thereunder~~analysis, the ~~“Transactions”), by and among the~~ Company, ~~Parent~~estimates ~~and~~it ~~OTI~~had ~~Merger~~revenues ~~Sub~~of ~~Ltd.~~approximately $2,800,000. ~~a private~~This ~~company~~amount ~~limited~~is bymaterially ~~shares~~lower ~~formed~~than ~~under~~ the ~~laws~~Company’s ofinitial ~~the~~internal ~~State~~forecast of ~~Israel~~more ~~and~~than a$4,100,000. ~~wholly-owned~~The ~~subsidiary~~lower ofthan ~~Parent~~expected ~~(“Merger Sub”),~~revenues ~~pursuant~~were due to, ~~which~~among ~~Merger~~other ~~Sub will merge with and into the Company~~things, ~~with~~ the ~~Company~~global ~~surviving~~shortage ~~as a direct wholly-owned subsidiary~~ of ~~Parent~~ components, inleading ~~exchange~~to ~~for~~longer ~~consideration~~lead ~~consisting~~times, ofwhich ~~cash~~affects in the ~~amounts~~Company’s ~~described~~ability to ~~below~~supply ~~(the~~orders ~~“Merger”)~~made by customers.

~~Subject~~As topreviously ~~satisfaction~~detailed ofunder the ~~closing~~Company’s ~~conditions~~Annual ~~included~~Report inon ~~the~~Form ~~Merger~~10-K ~~Agreement,~~filed with the ~~Transactions~~Securities ~~are~~and ~~expected~~Exchange toCommission ~~close~~(“SEC”) on byApril ~~July 1~~13, 2022., ~~Jerry L.~~as ~~Ivy,~~amended Jron ~~Descendants’~~April ~~Trust~~15, ~~the~~2022, ~~controlling shareholder of~~ the Company, has ~~entered~~been ~~into~~experiencing anegative ~~Voting~~cash-flow ~~and~~from ~~Support~~its ~~Agreement~~operating ~~with~~activities. ~~Parent~~The ~~and~~Company ~~Merger~~expects ~~Sub~~that toit ~~vote~~will ~~the~~continue ~~trust’s~~to ~~shares~~suffer infrom ~~favor~~negative ofcash flow in the ~~Transactions~~foreseeable future.

The ~~Merger~~above ~~Agreement~~information reflects preliminary estimates with respect to certain results of the Company for the quarter ended March 31, 2022, based on currently available information. The final quarterly results may vary from the preliminary estimates.

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

~~Pursuant~~As toreported in the ~~Merger~~Company’s ~~Agreement,~~Current atReport ~~the~~on ~~effective~~Form ~~time~~8-K offiled with the ~~Merger~~SEC ~~(the~~on ~~“Merger~~January ~~Effective~~31, ~~Time”)~~2022, ~~the~~on ~~outstanding~~January ~~ordinary shares~~27, of2022, the Company, ~~par~~entered into ~~value~~a ~~NIS~~Senior ~~0.1~~Secured ~~per~~Convertible ~~share~~Loan Agreement (~~“Company~~the ~~Ordinary Shares~~“Agreement”), ~~other~~with ~~than~~Nayax ~~Company~~Ltd. ~~Ordinary~~(“Nayax”). ~~Shares owned,~~As ~~directly~~provided orunder the ~~indirectly~~Agreement, byNayax ~~the~~previously ~~Company~~extended ora ~~any~~loan ofto ~~its~~the ~~wholly-owned~~Company ~~subsidiaries,~~in ~~will convert into~~ the ~~right~~amount toof ~~receive from Parent~~ $4.5,500,000 ~~million in the aggregate~~ (the “~~Merger Consideration~~Loan”). ~~Based~~The onLoan ~~the~~is ~~number~~subject to of10% ~~the~~interest ~~Company~~per ~~Ordinary~~year, ~~Shares currently outstanding~~ and ~~currently~~the ~~expected~~accumulated tointerest beand ~~outstanding~~value atadded ~~the~~tax, ~~Merger~~if ~~Effective Time~~any, ~~the~~is ~~Company~~payable ~~expects~~quarterly ~~that~~commencing ~~each~~on ~~Company~~April ~~Ordinary~~1, ~~Share~~2022. ~~shall~~The ~~entitle~~Loan ~~the~~matures ~~holder~~on ~~thereof~~the tosecond ~~receive~~anniversary ~~gross consideration~~ of ~~$0.0595 per share, which consideration may change if~~ the ~~number~~closing of ~~Company~~ ~~Ordinary~~the ~~Shares~~Agreement ~~changes~~and ~~before~~may ~~the~~not ~~Merger~~be ~~Effective~~prepaid ~~Time.~~by At the ~~Merger~~Company. ~~Effective~~The ~~Time,~~terms ~~each~~of ~~option~~the ~~to acquire Company Ordinary~~Loan ~~Shares~~are ~~granted~~further ~~under~~described in the Company’s ~~2001~~Current ~~Share~~Report ~~Option~~on ~~Plan,~~Form ~~which~~8-K isfiled ~~outstanding~~with ~~immediately prior to~~ the ~~Merger~~SEC ~~Effective~~on ~~Time (whether~~January or31, ~~not then vested or exercisable) shall be terminated for no cost~~2022.

AtThe ~~the~~Agreement ~~Merger~~provides ~~Effective~~that ~~Time~~Nayax may, ~~each~~in ~~restricted~~its ~~share~~sole ~~granted~~discretion, ~~under~~extend additional loans to the Company, which amounts would be added to the Loan Amount and shall be subject to the provisions of the Agreement. On April 26, 2022, due to the Company’s ~~2021~~need ~~Incentive~~for ~~Equity~~additional cash ~~Plan~~in order to continue operating its business as a going concern, ~~which~~Nayax isextended ~~outstanding~~an ~~immediately~~additional amount of $1,000,000 (the “Additional ~~prior~~Amount”) to the ~~Merger~~Company, ~~Effective~~which ~~Time~~is ~~(whether~~added orto ~~not~~the ~~then~~previous ~~vested~~$5,500,000 orloan ~~exercisable)~~and shall be ~~accelerated~~subject to the provisions of the Agreement, including ~~and~~the ~~such~~provisions providing for the right to convert the Loan into ordinary shares ~~shall~~of ~~participate~~the Company. The accumulated interest accrued infor the ~~Merger~~period ~~pursuant~~between January 27, 2022 to March 31, 2022 is approximately $95,000, which the ~~Merger~~Company ~~Agreement~~has ~~(without~~not ~~any~~paid ~~increase~~to Nayax. In addition, Nayax has provided the Company with a guarantee for a $2,000,000 short-term loan provided to the ~~aggregate~~Company ~~Merger~~by ~~Consideration)~~a bank at the end of February 2022, and additional guarantees to the Company’s suppliers and subcontractors to allow it to maintain its ongoing production and sale of its products.

~~Representations,~~The ~~Covenants~~foregoing ~~and~~is ~~Conditions~~qualified by reference to ~~Closing~~the full text of the Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2022.

~~Each~~Item of3.02 ~~the~~Unregistered ~~Company,~~Sales ~~Parent and Merger Sub has made customary representations and warranties in the Merger Agreement and the Company agreed to customary covenants regarding the operation~~ of ~~its~~Equity ~~business prior to the closing of the Transactions~~Securities.

~~From~~Under the ~~date~~terms of the ~~Merger~~ Agreement, ~~until~~ the ~~earlier~~Additional ofAmount ~~(i)~~is ~~the~~convertible ~~Merger~~into ~~Effective~~ordinary ~~Time~~shares orof ~~(ii)~~ the ~~termination~~Company ofupon the ~~Merger~~occurrence ~~Agreement~~of incertain events ~~accordance~~as ~~with~~described in the ~~terms~~Agreement ~~therein,~~and in the Company’s isCurrent ~~subject~~Report toon ~~customary~~Form ~~restrictions~~8-K onfiled ~~its~~with ~~ability~~the toSEC ~~(A)~~on ~~solicit~~January or31, ~~facilitate~~2022. ~~proposals~~The securities ~~from~~being ~~third~~issued ~~parties~~are ~~with~~exempt ~~respect~~from tothe ~~transactions~~registration ~~involving~~requirements of the ~~sale~~Securities Act of ~~the~~1933, ~~Company~~as amended (athe “~~Takeover~~Securities ~~Proposal~~Act”) pursuant orto Section 4(Ba)(2) ~~provide non-public~~of ~~information~~the toSecurities Act because, oramong ~~otherwise~~other ~~participate~~things, orthe ~~engage~~transaction indid ~~discussions~~not orinvolve ~~negotiations~~a ~~with~~public offering, ~~third~~Nayax is ~~parties~~an oraccredited ~~take~~investor, ~~certain~~Nayax ~~other actions~~is ~~that~~taking ~~would~~the ~~reasonably~~securities befor ~~expected~~investment toand ~~lead~~not toresale aand ~~Takeover~~the ~~Proposal,~~Company ~~subject~~took appropriate measures to restrict ~~customary~~the ~~exceptions~~transfer ~~relating~~of tothe ~~proposals~~securities. ~~that~~The ordinary shares issuable upon conversion of the Additional Amount have not been registered ~~would~~under ~~reasonably~~the Securities Act and may not be ~~expected~~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 ~~lead~~sell or the solicitation of an offer to abuy ~~superior~~nor ~~proposal~~shall ~~(as~~there ~~further~~be ~~described~~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 ~~Merger~~securities ~~Agreement)~~laws of any such state or jurisdiction.

The closing of 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 governmental 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.

Termination

The Merger 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 the 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 the Merger, in the Company’s shareholders meeting. If the Merger Agreement is terminated (i) by Parent because the merger has not been consummated on or 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 made or (iv) by the Company if the Merger 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.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the 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 regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub or Parent. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being 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. 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

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).*
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.

Additional Information and Where to Find It

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

Participants in the Solicitation

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.

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~~its ~~potential~~preliminary toestimate ~~close~~of ~~the Merger Agreement~~revenues, ~~timing~~the ~~of such closing and~~ potential ~~consideration~~negative tocash ~~the Company’s shareholders~~flow. ~~The~~These forward-looking statements ~~contained in~~and ~~this~~their ~~Current~~implications are ~~Report~~based on ~~Form~~the ~~8-K~~current ~~reflect~~expectations of the ~~Company’s~~management ~~current~~of ~~views~~the ~~about~~Company ~~future~~only ~~events~~ and are subject to ~~numerous~~a ~~known~~number ~~and unknown~~of ~~risks,~~factors ~~uncertainties, assumptions~~ and ~~changes in circumstances~~ uncertainties that ~~may~~could cause actual results to differ ~~significantly~~materially from those ~~expressed~~ described in ~~any~~the 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 businessstatements. ~~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~~Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed with the SEC on April 13, 2022.

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
Date: May 3, 2022	By:	/s/ Assaf Cohen
	Name:	Assaf Cohen
	Title:	Chief Financial Officer

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