Nayax Ltd 6-K, filed Dec 8, 2025
Nayax Ltd. (NYAX)
6-K
2025-12-08
For: 2025-12-08
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Added on
July 04, 2026
About this 6-K
Nayax Ltd filed this 6-K on December 8, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission file number: 001-41491
NAYAX LTD.
(Translation of registrant’s name into English)
Arik Einstein Street, Bldg. B, 1st Floor
Herzliya 4659071, Israel
(Address of principal executive offices)
_____________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On December 7, 2025, Nayax Ltd. (the “Company”) issued a press release titled “Nayax Considering an Offering of Notes and Warrants in
Israel”. A copy of the press release is furnished as Exhibit 99.1 hereto.
This Form 6-K and related exhibits are hereby incorporated by reference into all effective registration statements filed by the
Company with the U.S. Securities and Exchange Commission (the “SEC”) or with the Israel Securities Authority (the “ISA”), including without limitation the Company’s Registration Statement on Form S-8 filed with the SEC (File No. 333-267542), the
Company’s Registration Statement on Form F-3 filed with the SEC (File No. 333-274812) and the Company’s Shelf Prospectus filed with the ISA.
EXHIBIT INDEX
The following exhibit is furnished as part of this Form 6-K:
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Description
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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, thereunto duly authorized.
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NAYAX LTD.
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By:
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/s/ Gal Omer
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Name: Gal Omer
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Title: Chief Legal Officer
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Date: December 7, 2025
Exhibit 99.1
Nayax Considering an Offering of Notes and Warrants in Israel
HERZLIYA, Israel, December 7, 2025 - Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX) (the
“Company”), a global commerce payments and loyalty platform designed to help merchants scale their business, announced today that it is considering an offering by
way of an expansion of its existing Series A Notes and Series 1 Warrants, with such offering to be made to the public in Israel only. The offering will be conducted as a uniform offering through a public tender for a single unit price, with each
unit consisting of NIS 1,000 par value of Series A Notes and three Series 1 Warrants, with each such warrant exercisable into one ordinary share of the Company. The offering will be conducted in Israel only, pursuant to a shelf offering report
that would be published pursuant to the Company’s shelf prospectus dated August 23, 2023.
The Company plans to conduct a tender to Israeli qualified investors tomorrow, December 8, 2025. There will be no minimum price for
the tender. Israeli qualified investors will be eligible for an early commitment fee of 0.40% of the total consideration based on the minimum price for the units for which they have committed to submitting orders in the public tender.
The Company intends to use the net proceeds from the offering, if completed, for general corporate purposes including potential acquisitions.
There is no assurance that such an offering will be completed, nor regarding its timing, terms or amount (including the execution of the tender for classified investors and its
terms). The execution, timing, terms and amount of such an offering of units, insofar as it will take place, will be subject to the approval of the Company’s Board of Directors, the publication of a shelf offering report, which will include the
amount of the offering and its terms, and the approval for listing on the Tel Aviv Stock Exchange (TASE).
About Nayax
Nayax is a global commerce enablement, payments and loyalty platform designed to help merchants scale their business. Nayax offers a complete solution including localized cashless payment
acceptance, management suite, and loyalty tools, enabling merchants to conduct commerce anywhere, at any time. With foundations and global leadership in serving unattended retail, Nayax has transformed into a comprehensive solution focused on our
customers’ growth across multiple channels. As of September 30, 2025, Nayax has 12 global offices, approximately 1,200 employees, connections to more than 80 merchant acquirers and payment method integrations and is globally recognized as a payment
facilitator. Nayax’s mission is to improve our customers’ revenue potential and operational efficiency — effectively and simply. For more information, please visit www.nayax.com.
Public Relations Contact:
Scott Gamm
Strategy Voice Associates
scott@strategyvoiceassociates.com
Investor Relations Contact:
Aaron Greenberg, CSO
aarong@nayax.com
Aaron Greenberg, CSO
aarong@nayax.com
Forward-Looking Statements
This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by
the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to, statements regarding our
intent, belief or current expectations, such as statements in this press release regarding our plans to conduct an offering in Israel, including our plans related to such offering to conduct a public tender to classified investors.
Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those
expressed or implied in the forward-looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of the COVID-19 pandemic and other global economic trends;
changes in consumer tastes and preferences; fluctuations in inflation, interest rate and exchange rates in the global economic environment; the availability of qualified personnel and the ability to retain such personnel; changes in commodity
costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations;
general economic, political, demographic and business conditions in Israel, including the war in Israel that began on October 7, 2023 and global perspectives regarding that conflict; the success of operating initiatives, including advertising and
promotional efforts and new product and concept development by us and our competitors; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on March 4, 2025 (our "Annual Report"). The
preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information
currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or
achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in our Annual
Report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of
activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we
undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations.
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