Item 1.01. Entry into a Material Definitive Agreement.
On
On
Upon full payment of the Secured Debt and removal of security interests relating thereto, the Loan Amount shall rank senior to any other indebtedness of the Company. The Company undertook that until repayment of the Loan Amount, it shall not, without the Lender's prior express written consent, create any lien, pledge, charge, encumbrance, hypothecation or similar arrangements or other third-party rights of any kind with respect to its assets or property, including intellectual property rights.
The Loan 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
The Company further undertook that until the earlier to occur of: (i) consummation of the Merger Agreement, or (ii) the date that is six months following the execution date of the Agreement (the "Exclusivity Period"), the Company, its board of directors, any of its executive officers, their agents or representatives in their capacity as such (collectively, the "Standstill Parties") shall cease all discussions, negotiations, solicitation of offers, or provision of information to any third party regarding a competing transaction. In addition, during Exclusivity Period, none of the Standstill Parties shall sell, transfer, pledge or perform any other transactions with the Company's shares or debt, except with the prior written approval of the Lender.
The Agreement and Debenture include customary representations and warranties, as well as events of default, which include, among other things, failures to repay any amounts due to the Lender, breaches or defaults under the terms of the Agreement or Debenture. If an event of default occurs, the Loan Amount shall immediately become due and payable, without the need for any notice by the Lender. In case of any contradiction or discrepancy between the Agreement and the Term Sheet, the provisions of the Agreement shall control, provided that nothing in the Agreement shall derogate from the parties' obligations under the Term Sheet.
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The securities being 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 and not resale and the Company took appropriate measures to restrict
the transfer of the securities. The Debenture and the Ordinary Shares issuable
upon conversion of the Debenture have not been registered under the Securities
Act and may not be sold in
Item 1.02 Termination of a Material Definitive Agreement.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits 4.1 Debenture DatedJanuary 27, 2022 . 10.1 Loan Financing Agreement datedJanuary 27, 2022 .
104 Cover Page Interactive Data File (embedded within the 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 federal securities laws. For example,
forward-looking statements are being used when the Company discusses the
potential to enter into and close the Merger Agreement, the payment of debts,
the use of the proceeds from the Agreement, and the potential for the signing of
the Merger Agreement, . 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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