On Track Innovations Ltd. Announces Amendment of Loan Financing Agreement
December 17, 2021 at 09:35 am EST
On December 9, 2020, On Track Innovations Ltd. (the Company) entered into a loan financing agreement with Jerry L. Ivy, Jr., Descendants Trust (the Lender). The Lender is the Controlling Shareholder of the Company (as such term is defined under the Israeli Companies Law, 5759-1999, as amended (the Companies Law)). The agreement was amended on January 26, 2021 (as amended, the Agreement) to allow for an additional lender to join the Lender and lend an additional $100,000 and provides that the Lender and the additional lender will extend a loan to the Company in the aggregate amount of up to $1,600,000 (the Loan Amount). The Agreement, before it was amended, was further described in the Current Report on Form 8-K filed by the Company on December 15, 2020. The Agreement provides, among other things, that the Loan Amount and all accrued interest (the Secured Amount) matures upon the lapse of six months following the initial closing, i.e., on June 17, 2021 (the Maturity Date), and becomes payable in full on the Maturity Date, provided that the maturity date can be extended at the sole option of the majority of the lenders. On June 17, 2021, the Lender, being the majority of the lenders, exercised its option to extend the maturity date, and the parties entered into a notice of exercise of option and agreement (the Extension Agreement), according to which the maturity date was extended until December 17, 2021 (the Extended Maturity Date, and the Extended Maturity Period, as applicable). On December 16, 2021, the Lender exercised its option to extend the maturity date for the second time, and the parties entered into a second notice of exercise of option and agreement (the Second Extension Agreement), according to which the maturity date was further extended until January 28, 2022 (the Second Extended Maturity Date, and the Second Extended Maturity Period, as applicable). The Loan Amount had been bearing interest on all outstanding principal at an interest rate of 8.0% per annum up until the Maturity Date. During the Extended Maturity Period, the loan has been accruing interest on all outstanding principal and unpaid interest at an interest rate of 10% per annum, and it was agreed that the interest rate during the Second Extended Maturity Period shall continue to bear interest at a rate of 10% per annum. The net amount of interest on the Loan Amount accrued through December 17, 2021 was $137,818 (the Interest Debt). Any payment of interest is subject to withholding of taxes at source and the interest rates mentioned above are net of such withholding. Under the Second Extension Agreement, it was agreed that the Interest Debt shall be payable on the Second Extended Maturity Date, while until then it shall be considered part of the Loan Amount and shall bear the Extension Interest rate. In the event of a conversion of the Loan amount, the Loan Amount and Interest Debt (if not otherwise paid by the Company) shall convert into ordinary shares of the Company at the conversion price of $0.124, as originally contemplated under the Agreement.