Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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)
(State or Other Jurisdiction of Incorporation)
5, Yokneam Industrial Zone, Yokneam,
of Principal Executive Offices)
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:
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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:
of each class
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.
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
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.
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
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.
Track Innovations Ltd.
April 2, 2021