Date of report (Date of earliest event reported): December 28, 2020 (December 21, 2020)


On Track Innovations Ltd.

(Exact Name of Registrant as Specified in Its Charter)



(State or Other Jurisdiction of Incorporation)


000-49877   N/A
File Number)
  (IRS Employer
Identification No.)


Hatnufa 5, Yokneam Industrial Zone, Yokneam, Israel   2069200
(Address of Principal Executive Offices)   (Zip Code)


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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on
which registered


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.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


As previously reported by On Track Innovations Ltd. (the “Company”), in May 2019, ASEC S.A. (Spolka Akcyjna) (the “Subsidiary”), a wholly-owned Polish subsidiary of the Company, entered into a loan agreement (the “Agreement”) with PKO Bank Polski, a Polish bank (the “Lender”). In May 2019, pursuant to the Agreement, the Lender provided to the Subsidiary a secured loan in the amount of $2,000,000. On May 11, 2020, as was also reported by the Company, based on Polish government regulations introduced in relation to the COVID-19 pandemic, the Subsidiary received the consent of the Lender to postpone the maturity date of the loan, by six months, to November 22, 2020 instead of May 23, 2020, as the Agreement provided. On November 16, 2020, as previously reported by the Company, the Subsidiary received the consent of the Lender to further postpone the maturity date of the loan to December 22, 2020. On December 21, 2020, the Subsidiary and the Lender entered into an addendum to the Agreement (the addendum, together with its Statement exhibit, the “Addendum”). Pursuant to the Addendum, the principal balance of the loan, after payment of $300,000 by the Subsidiary is $1,700,000 (the “Loan”). In addition, pursuant to the Addendum, the Lender agreed to further postpone the maturity date of the Loan to December 22, 2021. The Loan will be payable in full on maturity (with the option of early repayment by the Subsidiary) and the interest of 1-month LIBOR plus 1.8% is paid on a monthly basis. The Loan is secured by certain assets of the Subsidiary and by a bank guarantee. The Agreement includes customary events of default, including, among others, failures to repay any amounts due to the Lender, breaches or defaults under the terms of the Agreement, etc. If an event of default occurs, the Lender may reduce the amount of the Loan, demand an additional security, terminate the Agreement, or, in the event of a failure to repay the obligations under the Agreement by the due dates specified therein, the Lender may collect the due payments by enforcing a notarial deed of statement submitted by the Subsidiary.


Item 9.01 Financial Statements and Exhibits.


(d)  Exhibits


10.1   Addendum to Loan Agreement, dated December 21, 2020, by and between ASEC S.A. (Spolka Akcyjna) and PKO Bank Polski, a Polish bank. (translated from Polish).
10.2.   Statement by PKO BP SA, dated December 21, 2020.







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.


  On Track Innovations Ltd.
Date: December 28, 2020 By: /s/ Assaf Cohen
  Name:  Assaf Cohen
  Title:  Chief Financial Officer