Current Report Filing (8-k)
April 02 2021 - 1:47PM
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): April 2, 2021 (March 29, 2021)
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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Hatnufa 5, Yokneam Industrial Zone, Yokneam,
Israel
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2069200
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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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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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. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On March 29, 2021, On Track
Innovations Ltd., or the Company, entered into an agreement, or the Sale Agreement, for the sale of 100% of the issued and outstanding
share capital of the Company’s wholly owned Polish subsidiary, ASEC S.A., or ASEC, with Vector Software SP. Z O.O., or the Buyer.
ASEC is headquartered in Krakow, Poland and has been conducting the Company’s mass transit ticketing business in Europe. The
consideration for the sale of ASEC is $3,000,000, of which approximately $2,100,000 is being used to repay Polish bank loans, as mentioned
in the Sale Agreement, and is expected to further be reduced by minor working capital adjustments. The Sale Agreement contains customary
representations and warranties, as well as covenants, including an undertaking the Company provided not to compete with the business of
ASEC for a period of five years after the closing and an undertaking to indemnify ASEC and the Buyer for certain damages. The Company’s
liability is limited to the purchase price actually paid by the Buyer. The closing of the Sale Agreement is expected to take place in
the next couple of weeks.
The foregoing description
of the Sale Agreement are qualified by reference to the full text of the Sale Agreement, a copy of which is filed as Exhibit 10.1, to
this Current Report on Form 8-K.
Item 2.02 Results of Operations and Financial
Conditions.
On
March 31, 2021, the Company issued a press release announcing its financial results for the fourth quarter and year ended December 31,
2020 and other financial information. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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 the Private
Securities Litigation Reform Act of 1995 and federal securities laws. For example, forward-looking statements are being used when the
Company discusses the timing and actual occurrence of the closing of the transactions contemplated under the Sale 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 Company, reference is made to the Company’s reports filed from time to time with the
Securities and Exchange Commission.
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: April 2, 2021
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By:
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/s/ Assaf Cohen
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Name:
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Assaf Cohen
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Title:
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Chief Financial Officer
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