On Track Innovations Ltd. (NASDAQ:OTIV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On December 9, 2020, On Track Innovations Ltd. (the “Company”) entered into a loan financing agreement with Jerry L. Ivy, Jr., Descendants’ Trust (the “Lender”). The Lender is the Controlling Shareholder of the Company (as such term is defined under the Israeli Companies Law, 5759-1999, as amended (the “Companies Law”)). The agreement was amended on January 26, 2021 (as amended, the “Agreement”) to allow for an additional lender to join the Lender and lend an additional $100,000 and provides that the Lender and the additional lender will extend a loan to the Company in the aggregate amount of up to $1,600,000 (the “Loan Amount”). The Agreement, before it was amended, was further described in the Current Report on Form 8-K filed by the Company on December 15, 2020.
The Agreement provides, among other things, that the Loan Amount and all accrued interest (the “Secured Amount”) matures upon the lapse of six months following the initial closing, i.e., on June 17, 2021 (the “Maturity Date”), and will be payable in full on the Maturity Date, provided that the maturity date can be extended, in respect of the Loan Amount, at the sole option of the majority of the lenders. On June 17, 2021, the Lender, being the majority of the lenders, exercised its option to extend the maturity date, and the parties entered into a notice of exercise of option and agreement (the “Extension Agreement”), according to which the maturity date was extended until December 17, 2021 (the “Extended Maturity Date”, and the “Extended Maturity Period”, as applicable).
The Loan Amount has been bearing interest on all outstanding principal at an interest rate of 8.0% per annum. The net amount of interest on the Loan Amount accrued through June 17, 2021 was $54,849 (the “Interest Debt”). to the Extension Agreement, the interest rate will automatically increase, effective as of the Maturity Date, to the rate of 10.0% per annum (the “Extension Interest”). Any payment of interest is subject to withholding of taxes at source and the interest rates mentioned above are net of such withholding. Under the Extension Agreement, it was agreed that the Interest Debt shall be payable on the Extended Maturity Date, while until then it shall be considered part of the Loan Amount and shall bear the Extension Interest rate. In the event of a conversion of the Loan amount, the Interest Debt shall convert into ordinary shares of the Company at the conversion price of $0.174 per share, and the remaining Secured Amount shall be converted at a price per share of $0.124, as originally contemplated under the Agreement.
Subject to the understandings detailed herein, the Agreement shall continue to be in effect and apply, in accordance with its terms, including, without limitations, to the Extended Maturity Period and the Secured Amount.
The foregoing descriptions of the Agreement and the Extension Agreement are qualified by reference to the full text of the Agreement and the Extension Agreement. The Extension Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Notice of Exercise of Option and Agreement dated June 17, 2021. |
ON TRACK INNOVATIONS LTD Exhibit
EX-10.1 2 ea143153ex10-1_ontrackinno.htm NOTICE OF EXERCISE OF OPTION AND AGREEMENT DATED JUNE 17,…
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About On Track Innovations Ltd. (NASDAQ:OTIV)
On Track Innovations Ltd. is a developer of cashless payment solutions. The Company’s segments include Retail and Mass Transit, Petroleum, Parking and Other. The Company offers solutions for banking, mobile network operators, vending, mass transit, petroleum and parking. The Company provides its customers with training and installation support, customer service and technical support. Its PayEnable technology can be implemented into a range of products. Its Retail and Mass Transit products include TRIO mPOS, Pico BT, WAVE, WAVE PKI, oti SATURN 6700 UNO, oti SATURN 6500 TRIO and oti SCI 6000. It also offers otiMetry and oti CONNECT 3000. Its EasyFuel Plus solution is a wireless, cashless, cardless and paperless refueling tracking and payment solution. Its EasyPark set of parking solutions provides parking fee collection, parking payment enforcement and parking management solution. Its MediSmart solution is an information management and claims submission system for the medical sector.
