Current Report Filing (8-k)
December 06 2018 - 6:14AM
Edgar (US Regulatory)
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):
December 6, 2018 (December 3, 2018)
On Track Innovations
Ltd.
(Exact Name of Registrant
as Specified in Its Charter)
Israel
(State or Other Jurisdiction
of Incorporation)
000-49877
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N/A
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(Commission File Number)
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(IRS Employer Identification No.)
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Z.H.R. Industrial Zone, P.O. Box 32, Rosh-Pina, Israel
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12000
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement
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On December 3, 2018, On
Track Innovations Ltd. (the “Company”) and OTI Petrosmart (PTY) Limited, a wholly owned subsidiary of the Company,
entered into an agreement with Smart Applications International Ltd. (“SMART”) to sell all of the assets related to
the Company’s MediSmart division to SMART for $2.75 million in cash. The sale is subject to customary conditions and is
expected to close in January 2019.
Safe Harbor / Forward-Looking Statements
This Current Report
on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and
other Federal securities laws. Any statements that are not statements of historical fact should be considered forward looking statements.
For example, the Company is using forward-looking statements when the Company discusses, among others, the timing of the closing
of the divestiture of the MediSmart division. Forward-looking statements are made as of the date of this document and are inherently
subject to risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements,
including the fulfillment of conditions for the MediSmart sale to close. Additional factors that could cause actual results to
differ materially from those anticipated by the Company’s forward-looking statements are stated under the caption “Risk
Factors” in the Company’s most recent Annual Report (Form 10-K) and other known and unknown uncertainties and risk
factors including those detailed from time to time in the Company’s filings with the Securities and Exchange Commission.
Forward-looking statements are made as of the date of this release, and the Company expressly disclaims any obligation or undertaking
to update forward-looking statements. The reader is cautioned not to place undue reliance on forward-looking statements.
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.
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On Track Innovations Ltd.
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Date: December 6, 2018
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By:
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/s/ Shlomi Cohen
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Name:
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Shlomi Cohen
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Title:
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Chief Executive Officer
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