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): November 19, 2020 (November 16, 2020)
On Track Innovations Ltd.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
|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)||
of each exchange on
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 (the “Loan”). 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, following the Subsidiary’s request, the Subsidiary received the consent of the Lender to further postpone the maturity date of the Loan to December 22, 2020. 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. 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 or terminate the Agreement.
Item 9.01 Financial Statements and Exhibits.
|10.1||Addendum to Loan Agreement, dated November 16, 2020, by and between ASEC S.A. (Spolka Akcyjna) and PKO Bank Polski, a Polish bank. (translated from Polish).|
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: November 19, 2020||By:||/s/ Assaf Cohen|
|Title:||Chief Financial Officer|
ADDENDUM NO. 2
TO AGREEMENT No. 97 1020 1026 0000 1702 0388 9318
OF 23 May 2019
The Agreement is made on the day it is signed by the last of the parties’ representatives.
Powszechna Kasa Oszczęędności Bank Bank Polski Spółka Akcyjna with its registered office in Warsaw, address: ul. Puławska 15, 02-515 Warsaw, registered under KRS number 0000026438 in the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register, Tax ID: PLN 525-000-77-38, REGON (stat. ID): 016298263, share capital (paid-in capital) PLN 1,250,000,000.00 (“PKOBP SA”), represented by:
1. Anna Żuk-Oklińska – Proxy,
2. Paweł Krzywdziuk – Proxy,
ASEC Joint Stock Company with its registered office in Krakow, address: ul. Wadowicka 6, 30-415 Kraków, registered in the District Court for Krakow-Śródmieście in Krakow, 11th Commercial Division of the National Court Register under KRS number 0000034383, Tax ID: 677-193-09-64, REGON: 351324446, share capital(paid capital) PLN 4107,000.00 (“Borrower”), represented by:
1. Agnieszka Światły – CEO,
2. Tomasz Boryczko – Member of the Board,
Make Addendum No. 2 (“Addendum”) to Agreement No. 97 1020 1026 0000 1702 0388 9318, overdraft facility, of 23 May 2019, as amended, hereinafter referred to as “Agreement”, to read as follows:
Upon a request from the Borrower, in order to change the loan term, and amend certain other provisions of the Agreement, the Parties decide to make the following amendments to the Agreement:
1). § 1 para. 3 shall be amended to read as follows:
“3. The Loan shall be given for the period from 23 May 2019 to 22 December 2020 (“Loan Term”)”;
2) § 2 para. 2 shall be amended to read as follows:
“2. The Loan utilization term shall expire upon the last day of the Loan Term or, in the case of termination of the Agreement by PKO BP SA – upon the day specified in § 14 para. 4 (“Utilization Term”).”
3) § 5 para. 2 shall be amended to read as follows:
“2. On the date on which the addendum comes into force, the banking commissions and fees and their amounts shall apply as specified in the Rates an excerpt from which forms Annex No. 1 to the Agreement”;
1. Annex No. 1 to the Agreement shall be amended as set forth in the Annex to the Addendum.
2. The other provisions of the Agreement shall remain unchanged.
The Addendum shall form an integral part of the Agreement and shall come into force on the day on which it is signed. Any amendments to the Addendum shall require for their validity the written format failing which they shall be null and void.
For a change in the terms and conditions of the Agreement, upon a request from the Borrower, made by an Addendum, PKO BP SA shall charge, without a separate instruction from the Borrower, a commission of PLN 2,000.00 (in words: two thousand 00/100). The commission shall be charged on the date of execution of the Addendum, in the manner specified in the Agreement, to which the Borrower hereby authorises PKO BP SA.
This document was made / the declaration of intent was placed by the proxy in electronic format and signed with qualified electronic signatures using qualified certificates, in accordance with the provisions of the Act of 5 September 2016 on Trust Services and Electronic Identification.
Annex to the Addendum:
Excerpt from the Rates – Annex No. 1 to the Agreement.
|Signatures of persons acting on behalf of the Borrower:||Signatures of persons acting on behalf of PKO BP SA:|
|/s/ Agnieszka Światły||/s/ Anna Żuk-Oklińska|
|Agnieszka Światły, Managing Director of ASEC||Anna Żuk-Oklińska, Director of the I Corporate|
|Date: 11.13.2020 1:13 p.m.||Date: 11.16.2020 8:28 a.m.|
|Signed by:||Signed by:|
|/s/ Tomasz Stanisław Boryczko||/s/ Paweł Krzywdziuk|
|Tomasz Stanisław Boryczko, Head of Sales of ASEC||Paweł Krzywdziuk, Senior Consultant|
|Date: 11.13.2020 1:09 p.m.||Date: 11.13.2020 12:19 p.m.|