Nayax Ltd. Completes 3.6M Share Offering

TL;DR

Nayax just sold 3.6M shares, raising capital via Barclays & UBS.

AI Summary

On March 12, 2024, Nayax Ltd. completed an offering of 3,600,000 ordinary shares. The company sold 2,600,000 shares, while selling shareholders Amir Nechmad, Yair Nechmad, and David Ben-Avi sold the remaining 1,000,000 shares. The offering was conducted under an underwriting agreement with Barclays Capital Inc. and UBS Securities LLC acting as representatives for the underwriters.

Why It Matters

This share offering provides Nayax Ltd. with capital and liquidity, potentially enabling further growth and investment in its payment and financial solutions.

Risk Assessment

Risk Level: low — This filing is a routine report of a completed share offering and does not indicate any immediate or significant new risks.

Key Numbers

• 3,600,000 — Ordinary Shares Offered (Total number of shares in the completed offering.)
• 2,600,000 — Shares Sold by Company (Number of shares directly sold by Nayax Ltd.)
• 1,000,000 — Shares Sold by Selling Shareholders (Number of shares sold by Amir Nechmad, Yair Nechmad, and David Ben-Avi.)

Key Players & Entities

• Nayax Ltd. (company) — Registrant and issuer of shares
• Amir Nechmad (person) — Selling shareholder
• Yair Nechmad (person) — Selling shareholder
• David Ben-Avi (person) — Selling shareholder
• Barclays Capital Inc. (company) — Underwriter representative
• UBS Securities LLC (company) — Underwriter representative
• 3,600,000 (dollar_amount) — Total ordinary shares offered
• 2,600,000 (dollar_amount) — Ordinary shares sold by the company
• 1,000,000 (dollar_amount) — Ordinary shares sold by selling shareholders
• March 12, 2024 (date) — Date of offering completion

FAQ

Key Financial Figures

• $62.4 m — sale of the securities is approximately $62.4 million, after deducting the underwriting

Filing Documents

• dp208243_6k.htm (6-K) — 14KB
• dp208243_ex0101.htm (EX-1.1) — 344KB
• dp208243_ex0501.htm (EX-5.1) — 10KB
• dp208243_ex9901.htm (EX-99.1) — 16KB
• image_001.jpg (GRAPHIC) — 6KB
• 0000950103-24-003726.txt ( ) — 393KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 March 12, 2024 Commission File Number: 001-41491 NAYAX LTD. (Exact name of registrant as specified in its charter) Arik Einstein Street, Bldg. B, 1st Floor Herzliya 4659071 Israel (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F Form 40-F EXPLANATORY NOTE On March 12, 2024, Nayax Ltd. (the “Company”) completed an offering of 3,600,000 ordinary shares, pursuant to an underwriting agreement (the “Underwriting Agreement”) among the Company, Amir Nechmad, Yair Nechmad and David Ben-Avi, as selling shareholders (the “Selling Shareholders”), and Barclays Capital Inc. and UBS Securities LLC, as representatives of the several underwriters. The Company offered and sold 2,600,000 ordinary shares and the Selling Shareholders offered and sold a total of 1,000,000 ordinary shares. The ordinary shares sold by the Company include ordinary shares sold by it upon the exercise in full of the underwriters’ option to purchase an additional 469,565 ordinary shares. The Underwriting Agreement includes the terms and conditions for the offering and sale of the securities, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached to this Report on Form 6-K as Exhibit 1.1. The offer and sale of the securities pursuant to the Underwriting Agreement have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-3 (File No. 333- 274812) (the “Registration Statement”). The Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary prospectus supplement dated March 6, 2024, and a final prospectus supplement dated March 7, 2024, together with an accompanying prospectus dated October 12, 2023, relating to the offer and sale of the securities. An opinion of counsel regarding the validity of the securities is attached to this Report on Form 6-K as Exhibit 5.1, and the consent of such counsel relating to the incorporation of such opinion into the Registration Statement is attached to this Report on Form 6-K as Exhibit 23.1. The proceeds to the Company from the offer and sale of the securities is approximately $62.4 million, after deducting the underwriting discount and fees and offering expenses payable by the Company. The Company intends to use the net proceeds from the offer and sale of the securities to fund its previously announced acquisition of VM Tecnologia LTDA and for general corporate purposes. The Company is not receiving any proceeds from the sale of ordinary shares sold by the Selling Shareholders. INCORPORATION BY REFERENCE This Form 6-K and related exhibits (other than Exhibit 99.1) are hereby incorporated by reference into all effective registration statements filed by the Company with the SEC or with the Israel Securities Authority (the “ISA”), including without limitation the Company’s Registration Statement on Form S-8 filed with the SEC (File Nos. 333-267542), the Company’s Registration Statement on Form F-3 filed with the SEC (File Nos. 333-274812) and the Company’s Shelf Prospectus filed with the ISA. EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated March 7, 2024, among Nayax Ltd., Barclays Capital Inc. and UBS Securities LLC, as representatives of the several underwriters, and Amir Nechmad, Yair Nechmad and David Ben-Avi as selling shareholders 5.1 Opinion of Herzog Fox & Neeman 23.1 Consent of Herzog Fox & Neeman (included in Exhibit 5.1) 99.1 Press release dated March 7, 2024 SIGNATURE 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, thereunto duly authorized. NAYAX LTD. Date: March 12, 2024 By: /s/ Gal Omer Name: Gal Omer Title: Chief Legal Officer

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View this 6-K filing on SEC EDGAR