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):May 31, 2019 (May 24, 2019)
On Track Innovations Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Israel
(State or Other Jurisdiction of Incorporation)
| 000-49877 | | N/A |
| (Commission File Number) | | (IRS Employer Identification No.) |
| Z.H.R. Industrial Zone, P.O. Box 32, Rosh-Pina, Israel | | 12000 |
| (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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 |
| Ordinary shares, par value NIS 0.10 per share | OTIV | Nasdaq Capital Market |
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 May 24, 2019, ASEC S.A. (Spolka Akcyjna) (the “Subsidiary”), a wholly-owned Polish subsidiary of On Track Innovations Ltd. (the “Company”), entered into a loan agreement (the “Agreement”) with PKO Bank Polski, a Polish bank (the “Lender”). The Agreement provides that the Lender will grant an overdraft facility to the Subsidiary in the amount of $2,000,000 (the “Loan Commitment”). On May 24, 2019 (the “Grant Date”), the Lender loaned to the Subsidiary the full amount of the Loan Commitment, secured by certain assets of the Subsidiary (the “Secured Loan”).
The Secured Loan matures on May 23, 2020. The loan will be payable in full on maturity (with option of early repayment from the Subsidiary side) and the interest will be paid on a monthly basis. The Secured Loan bears interest at an annual interest rate based on 1-month LIBOR plus a margin of 1.8%, or currently approximately 4.2% in total.
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 Secured Loan, demand an additional security or terminate the Agreement.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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.
| | On Track Innovations Ltd. |
| | | |
| Date: May 31, 2019 | By: | /s/ Shlomi Cohen |
| | Name: | Shlomi Cohen |
| | Title: | Chief Executive Officer |
