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| CIK | 1901279 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nayax Ltd.
SEC Filings (Chronological Order)
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| June 1, 2026 |
As filed with the Securities and Exchange Commission on June 1, 2026 As filed with the Securities and Exchange Commission on June 1, 2026 Registration No. |
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| June 1, 2026 |
CALCULATION OF FILING FEE TABLES Nayax Ltd. Table 1: Newly Registered Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Nayax Ltd. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary shares, par value ILS 0.001 per share, reserved for issuance under the Nayax Ltd. 2026 Employe |
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| May 19, 2026 |
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 May, 2026 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 ex |
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| May 12, 2026 |
1 First Quarter 2026 Results May 12 , 2026 Exhibit 99.2 1 First Quarter 2026 Results May 12 , 2026 2 Important Disclosure • This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company ’ s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company ’ s securities. By attending or viewi |
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| May 12, 2026 |
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 May 2026 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 exe |
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| May 12, 2026 |
Nayax Reports First Quarter 2026 Results Exhibit 99.1 Nayax Reports First Quarter 2026 Results Revenue of $106.9 million, revenue growth of 32% Organic revenue growth of 26% (1) Net income of $1.3 million with Adjusted EBITDA of $13.9 million (1) Company reaffirms full year 2026 guidance HERZLIYA, Israel, May 12, 2026 - Nayax Ltd. (Nasdaq: NYAX, TASE: NYAX), a global commerce payments and loyalty platform designed to help merchants scale |
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| May 11, 2026 |
Exhibit 99.1 NAYAX LTD. (the “Company”) 3 Arik Einstein Street Building B, 1st Floor Herzliya 4659071 Israel SUPPLEMENTAL PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2026 REVISED PROPOSAL NO. 2 ELECTION OF MR. YAIR NECHMAD, MR. DAVID BEN-AVI, MR. NIR DOR, MR. REUVEN BEN MENACHEM AND MR. ERAN HAVSHUSH AS DIRECTORS According to the Company’s Amended and Resta |
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| May 11, 2026 |
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 May, 2026 Commission file number: 001-41491 NAYAX LTD. (Translation of registrant’s name into English) 3 Arik Einstein Street, Bldg. B, 1st Floor Herzliya 4659071, Israel (Address of principal |
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| May 5, 2026 |
Conflict Minerals Report of Nayax Ltd. Exhibit 1.01 Conflict Minerals Report of Nayax Ltd. Introduction This Conflict Minerals Report (the “Report”) of Nayax Ltd. (the "company" or "Nayax") for the year ended December 31, 2025 is submitted to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the "Rule"), adopted by the Securities and Exchange Commission ("SEC") to implement reporting and disclosure requireme |
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| May 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Nayax Ltd. (Exact name of registrant as specified in its charter) Israel 001-41491 98-1228903 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 3 Arik Einsten St., Bldg. B, 1st Floor Hertzliya, Israel 4659071 (Address |
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| April 23, 2026 |
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 April, 2026 Commission file number: 001-41491 NAYAX LTD. (Translation of registrant’s name into English) 3 Arik Einstein Street, Bldg. B, 1st Floor Herzliya 4659071, Israel (Address of principa |
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| March 19, 2026 |
Exhibit 99.2 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V89409-P49785 NAYAX LTD. C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 NAYAX LTD. available for issuance under such U.S. App |
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| March 19, 2026 |
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 March, 2026 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 |
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| March 19, 2026 |
Exhibit 99.1 NAYAX LTD. 3 Arik Einstein Street Building B, 1st Floor Herzliya 4659071 Israel NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2026 The Annual General Meeting of Shareholders of Nayax Ltd. (the “Company”) will be held at the offices of the Company, 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel, on April 29, 2026, at 4:00 p.m. Israel time, or |
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| March 9, 2026 |
Insider Trading Policy Nayax Ltd. Approved by the Board of Directors, as amended, on [•], 2026 Exhibit 11.1 Insider Trading Policy of Nayax Ltd. Approved by the Board of Directors, as amended, on [•], 2026 Insider Trading Policy of Nayax Ltd. Nayax Ltd. Insider Trading Policy 1. Purpose and Scope Nayax Ltd. and its subsidiaries (collectively, the “Company”) will, without exception, comply with all applicable laws and regulations in conducting its business. Each employee and each director is |
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| March 9, 2026 |
Exhibit 99.1 Nayax Reports Fourth Quarter and Full Year 2025 Results Full year revenue of $400.4 million, recurring revenue growth of 29% Full year organic revenue growth of 24% (1) Net income of $35.5 million with Adjusted EBITDA of $61.1 million (1) 2026 Revenue guidance of $510 million - $520 million 2026 Adjusted EBITDA(1) guidance of $85 million - $90 million HERZLIYA, Israel, March 9, 2026 - |
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| March 9, 2026 |
AMENDMENT NO. 1 TO SHAREHOLDERS RIGHTS AGREEMENT Exhibit 4.2 AMENDMENT NO. 1 TO SHAREHOLDERS RIGHTS AGREEMENT This Amendment No. 1 to the Shareholders Rights Agreement (this “Amendment”) is made and entered into as of March , 2026 by and among (1) Amir Nechmad, an Israeli resident, Israeli ID no. ***, having his address at ***, Israel, E-mail: ***; (2) Yair Nechmad, an Israeli resident, Israeli ID no. ***, having his address at ***, Israel, E-ma |
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| March 9, 2026 |
Exhibit 99.2 Fourth Quarter and Full Year 2025 Results March 9, 2026 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or |
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| March 9, 2026 |
Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sagit Manor, certify that: 1. I have reviewed this annual report on Form 20-F of Nayax Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| March 9, 2026 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-267542) and Form F-3 (No. 333-274812) of Nayax Ltd. of our report dated March 9, 2026 relating to the financial statements, which appears in this Form 20-F. Tel-Aviv, Israel /s/ Kesselman & Kesselman March 9, 2026 Certified Pu |
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| March 9, 2026 |
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 March 9, 2026 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 principa |
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| March 9, 2026 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of Nayax Ltd. (the “Company”) for the year ended December 31, 2025 (the “Report”), I, Sagit Manor, Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Se |
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| March 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| March 9, 2026 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of Nayax Ltd. (the “Company”) for the year ended December 31, 2025 (the “Report”), I, Yair Nechmad, Chief Executive Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to S |
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| March 9, 2026 |
Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yair Nechmad, certify that: 1. I have reviewed this annual report on Form 20-F of Nayax Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| March 9, 2026 |
Exhibit 2.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of the end of the period covered by the most recent Annual Report on Form 20-F to which this Exhibit is a part (the “Annual Report”), Nayax Ltd. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the |
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| December 10, 2025 |
Nayax Announces the Completion of a Notes and Warrants Offering in Israel Exhibit 99.1 Nayax Announces the Completion of a Notes and Warrants Offering in Israel HERZLIYA, Israel, December 10, 2025 — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX) (the “Company”) announced today, further to its announcements of December 7, 2025 and December 8, 2025, that the Company completed an offering in Israel by way of the expansion of its Series A Notes and Series 1 Warrants (the “Notes” and |
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| December 10, 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 principa |
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| December 8, 2025 |
Nayax Announces Preliminary Results of Notes and Warrants Offering in Israel to Qualified Investors Exhibit 99.1 Nayax Announces Preliminary Results of Notes and Warrants Offering in Israel to Qualified Investors HERZLIYA, Israel, December 8, 2025 — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX) (the “Company”) announced today, further to its announcement of December 7, 2025, that the Company completed in Israel a tender to qualified investors as defined under the Israeli Securities Law, 1968 (“Qualified |
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| 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 principa |
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| 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 principa |
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| December 8, 2025 |
Nayax Considering an Offering of Notes and Warrants in Israel 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 suc |
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| December 4, 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 principa |
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| December 4, 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 principa |
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| December 4, 2025 |
Exhibit 99.1 Nayax Announces Acquisition of Lynkwell Acquisition enhances Nayax’s solution in the EV charging ecosystem with an integrated platform combining advanced software and payment solutions. HERZLIYA, Israel, December 4, 2025 — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement and payments platform designed to help merchants scale their business by simplifying payments an |
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| November 19, 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 November 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 principa |
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| November 19, 2025 |
Exhibit 99.2 Third Quarter 2025 Earnings Supplement November 19, 2025 Important Disclosure 2 This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending |
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| November 19, 2025 |
Nayax Reports Third Quarter 2025 Results Exhibit 99.1 Nayax Reports Third Quarter 2025 Results Revenue of $104.3 million, processing revenue growth of 33% Organic Revenue growth of 25% (1) Net income of $3.5 million with Adjusted EBITDA of $18.2 million (1) Updates 2025 revenue and Adjusted EBITDA guidance to reflect delays in timing of M&As Reaffirming full year Organic Revenue growth guidance HERZLIYA, Israel, November 19, 2025 - Nayax |
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| August 13, 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 August 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 |
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| August 13, 2025 |
Exhibit 99.2 Second Quarter 2025 Earnings Supplement August 13, 2025 Important Disclosure 2 This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending o |
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| August 13, 2025 |
Nayax Reports Second Quarter 2025 Results Exhibit 99.1 Nayax Reports Second Quarter 2025 Results Revenue of $95.6 million, recurring revenue growth of 32% Gross margin improves to 48.3% Net income of $11.7 million with Adjusted EBITDA of $12.6 million(1) Total transaction value up 34%, Customer base increases 24% Company reaffirms full year 2025 guidance HERZLIYA, Israel, August 13, 2025 - Nayax Ltd. (Nasdaq: NYAX, TASE: NYAX), a global c |
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| July 17, 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 July, 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 e |
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| June 5, 2025 |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Exhibit 99.2 NAYAX LTD. C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on July 15, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your record |
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| June 5, 2025 |
Exhibit 99.1 NAYAX LTD. 3 Arik Einstein Street Building B, 1st Floor Herzliya 4659071 Israel NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 16, 2025 The Annual General Meeting of Shareholders of Nayax Ltd. (the “Company”) will be held at the offices of the Company, 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel, on July 16, 2025, at 4:00 p.m. Israel time, or a |
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| June 5, 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 June, 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 e |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Nayax Ltd. (Exact name of registrant as specified in its charter) Israel 001-4149 98-1228903 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 3 Arik Einsten St., Hertzliya, Israel 4659071 (Address of principal executi |
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| May 22, 2025 |
Conflict Minerals Report of Nayax Ltd. Exhibit 1.01 Conflict Minerals Report of Nayax Ltd. Introduction This Conflict Minerals Report of Nayax Ltd. (the "company" or "Nayax") for the year ended December 31, 2024 is submitted to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the "Rule"), adopted by the Securities and Exchange Commission ("SEC") to implement reporting and disclosure requirements related to |
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| May 13, 2025 |
Nayax Reports First Quarter 2025 Results Exhibit 99.1 Nayax Reports First Quarter 2025 Results Expands global customer base to more than 100,000 Total revenue of $81.1 million, recurring revenue growth of 35% YoY Gross Margin grew significantly to 49% Net income of $7.2 million with Adjusted EBITDA of $9.7 million (1) Company reaffirms full year 2025 guidance HERZLIYA, Israel, May 13, 2025 - Nayax Ltd. (Nasdaq: NYAX, TASE: NYAX), a globa |
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| May 13, 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 May 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 exe |
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| May 13, 2025 |
Exhibit 99.2 First Quarter 2025 Earnings Supplement May 13, 2025 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or view |
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| March 10, 2025 |
Nayax Ltd. (the “Company”) Summary of Offering Terms Exhibit 99.2 March 4, 2025 Nayax Ltd. (the “Company”) Summary of Offering Terms The following is a summary of the offering terms set forth in the deed of trust for notes (Series A) (the “Deed of Trust” and the “Notes”, respectively): • This document is only a brief and general description of some of the terms of the offering documents. It is not exhaustive and does not substitute a full reading of |
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| March 10, 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 March 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 e |
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| March 10, 2025 |
Nayax Announces the Completion of a Notes and Warrants Offering in Israel Exhibit 99.1 Nayax Announces the Completion of a Notes and Warrants Offering in Israel HERZLIYA, Israel, March 10, 2025 — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX) (the "Company") announced today, further to its announcements of February 13, 2025, and March 7, 2025, that the Company completed a Notes and Warrants Offering in Israel (the “Notes” and the "Warrants", respectively and together, the “Secur |
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| March 7, 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 March 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 e |
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| March 7, 2025 |
Nayax Announces Preliminary Results of Notes and Warrants Offering in Israel to Classified Investors Exhibit 99.1 Nayax Announces Preliminary Results of Notes and Warrants Offering in Israel to Classified Investors HERZLIYA, Israel, March 07, 2025 — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX) (the "Company") announced today, further to its announcement of February 13, 2025, that the Company completed in Israel a tender to classified investors as defined under the Israeli Securities Law, 1968 (“Classifi |
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| March 4, 2025 |
Exhibit 2.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of the end of the period covered by the most recent Annual Report on Form 20-F to which this Exhibit is a part (the “Annual Report”), Nayax Ltd. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| March 4, 2025 |
Exhibit 11.1 Insider Trading Policy of Nayax Ltd. Approved by the Board of Directors, as amended, on January 30, 2025 Insider Trading Policy of Nayax Ltd. Nayax Ltd. Insider Trading Policy 1. Purpose and Scope Nayax Ltd. and its subsidiaries (collectively, the “Company”) will, without exception, comply with all applicable laws and regulations in conducting its business. Each employee and each dire |
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| March 4, 2025 |
Exhibit 99.1 Nayax Reports Fourth Quarter and Full Year 2024 Results Full Year revenue of $314.0 million, recurring revenue growth of 47% YoY On a constant currency basis revenue of $315.2 million, a 34% increase Adjusted EBITDA of $35.5 million (1) and Free Cash Flow of $18 million (1) for the year 2025 Revenue guidance of $410 million - $425 million 2025 Adjusted EBITDA(1)(2) guidance of $65 mil |
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| March 4, 2025 |
Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yair Nechmad, certify that: 1. I have reviewed this annual report on Form 20-F of Nayax Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| March 4, 2025 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of Nayax Ltd. (the “Company”) for the year ended December 31, 2024 (the “Report”), I, Yair Nechmad, Chief Executive Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to S |
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| March 4, 2025 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of Nayax Ltd. (the “Company”) for the year ended December 31, 2024 (the “Report”), I, Sagit Manor, Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Se |
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| March 4, 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 March 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 e |
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| March 4, 2025 |
Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sagit Manor, certify that: 1. I have reviewed this annual report on Form 20-F of Nayax Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| March 4, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-267542) and Form F-3 (No. 333-274812) of Nayax Ltd. of our report dated March 4, 2025 relating to the financial statements, which appears in this Form 20-F. Tel-Aviv, Israel /s/ Kesselman & Kesselman March 4, 2025 Certified Pu |
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| March 4, 2025 |
Exhibit 99.2 Fourth Quarter And Full Year 2024 Earnings Supplement March 4, 2025 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By a |
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| February 13, 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 February 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 principa |
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| February 11, 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 February, 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 princip |
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| February 3, 2025 |
Nayax and the Israeli Competition Authority Reach Settlement Following OTI Merger Exhibit 99.1 Nayax and the Israeli Competition Authority Reach Settlement Following OTI Merger Herzliya, Israel, February 3, 2025 — Nayax Ltd. (TASE & Nasdaq: NYAX) – a global fintech leader that develops an advanced platform for commerce, payments, and customer loyalty to empower businesses worldwide, announced today the settlement of the previously-disclosed investigation by the Israel Competiti |
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| February 3, 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 February, 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 princip |
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| November 12, 2024 |
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 November, 2024 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 princip |
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| November 12, 2024 |
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 November, 2024 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 princip |
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| November 12, 2024 |
Exhibit 99.1 Nayax Q3 2024 Earnings Presentation Nov 12, 2024 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or viewing |
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| November 12, 2024 |
Exhibit 99.1 Nayax Reports Third Quarter 2024 Financial Results Total revenue of $83 million, up 38% YoY; Reporting positive Net Income for the first time of $0.7 million; Record Adjusted EBITDA of $11.1 million (1); Revises 2024 revenue outlook to $315-320 million, represents 35% growth at mid-point; Maintains 2024 adjusted EBITDA(2) guidance of $30-35 million and positive FCF; HERZLIYA, Israel, |
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| November 7, 2024 |
NYAX / Nayax Ltd. / Nechmad Amir Alimelech - SC 13G/A Passive Investment SC 13G/A 1 zk2432260.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 4)* Nayax Ltd. (Name of Issuer) Ordinary shares, par value NIS 0.001 per share (Title of Class of Securities) M7S750159 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| November 7, 2024 |
NYAX / Nayax Ltd. / Nechmad Amir Alimelech - SC 13G/A Passive Investment SC 13G/A 1 zk2432240.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3)* Nayax Ltd. (Name of Issuer) Ordinary shares, par value NIS 0.001 per share (Title of Class of Securities) M7S750159 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| September 16, 2024 |
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 September, 2024 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 princi |
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| September 16, 2024 |
Exhibit 99.1 Nayax Partners with Adyen to Globally Expand Electric Vehicle Charging and Automated Self-Service Payments Infrastructure The two companies will also provide the world’s first global omni-channel payment service provider solution in EV charging HERZLIYA, Israel, Sept. 16, 2024 (GLOBE NEWSWIRE) – Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement, payments and loyalty |
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| September 4, 2024 |
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 September, 2024 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 princi |
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| September 4, 2024 |
Nayax Appoints Keren Sharir as President and CMO Exhibit 99.1 Nayax Appoints Keren Sharir as President and CMO HERZLIYA, Israel, September 4, 2024 — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement payments and loyalty platform designed to help merchants scale their business, today announced that Keren Sharir has been appointed to the newly created role of President in addition to her current role of Chief Marketing Officer (C |
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| August 7, 2024 |
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 August, 2024 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 |
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| August 7, 2024 |
Exhibit 99.1 Nayax Q2 2024 Earnings Presentation Aug 7, 2024 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or viewing |
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| August 7, 2024 |
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 August, 2024 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 |
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| August 7, 2024 |
NAYAX LTD. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS As of June 30, 2024 Exhibit 99.1 NAYAX LTD. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS As of June 30, 2024 (Unaudited) NAYAX LTD. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) June 30 December 31 2024 2023 U.S. dollars in thousands ASSETS CURRENT ASSETS: Cash and cash equivalents 61,912 38,386 Restricted cash transferable to customers for processing activity 54,397 49,858 Short-term ban |
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| August 7, 2024 |
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 August, 2024 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 |
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| August 7, 2024 |
Exhibit 99.1 Nayax Reports Second Quarter 2024 Financial Results Total revenue of $78.1 million, up 39% year-over-year; Improved profitability with gross margins of 44.3%; return to operating profit with adjusted EBITDA of $8.1 million (1); Reiterates full year 2024 guidance: revenue between $325-335 million and adjusted EBITDA between $30-35 million (2) HERZLIYA, Israel, August 7, 2024 – Nayax Lt |
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| July 10, 2024 |
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 July, 2024 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 e |
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| May 30, 2024 |
Exhibit 99.1 NAYAX LTD. 3 Arik Einstein Street Building B, 1st Floor Herzliya 4659071 Israel NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 10, 2024 The Annual General Meeting of Shareholders of Nayax Ltd. (the “Company”) will be held at the offices of the Company, 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel, on July 10, 2024, at 4:00 p.m. Israel time, or a |
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| May 30, 2024 |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Exhibit 99.2 NAYAX LTD. C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the ins |
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| May 30, 2024 |
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 May, 2024 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 ex |
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| May 15, 2024 |
Nayax Reports First Quarter 2024 Financial Results Exhibit 99.1 Nayax Reports First Quarter 2024 Financial Results Strong first quarter with recurring revenue up 43% YoY; Total revenue of $64 million; Adjusted EBITDA of $3.6 million (1); Improving profitability with gross margins reaching 43.8% Reiterates full year 2024 guidance: revenue between $325-335 million, representing 38% YoY growth and adjusted EBITDA between $30-35 million, over 266% YoY |
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| May 15, 2024 |
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 May, 2024 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 ex |
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| May 15, 2024 |
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 May, 2024 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 ex |
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| May 15, 2024 |
Exhibit 99.1 Nayax Q1 2024 Earnings Presentation May 15, 2024 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or viewing |
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| April 30, 2024 |
Exhibit 99.1 Nayax Completes Acquisition of VMtecnologia Acquisition immediately accelerates Nayax’s expansion into the Latin American market with an established partner and one of Brazil’s market leaders in automated self-service HERZLIYA, Israel, April 30, 2024 (Globe Newswire) — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a leading global commerce enablement, payments, and loyalty platform designed |
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| April 30, 2024 |
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 April, 2024 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 |
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| March 12, 2024 |
3,130,435 Ordinary Shares Nayax Ltd. UNDERWRITING AGREEMENT Exhibit 1.1 3,130,435 Ordinary Shares Nayax Ltd. UNDERWRITING AGREEMENT March 7, 2024 Barclays Capital Inc. UBS Securities LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: Nayax Ltd., a company |
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| March 12, 2024 |
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 March 12, 2024 Commission File Number: 001-41491 NAYAX LTD. (Exact name of registrant as specified in its charter) Arik Einstein Street, Bldg. B, 1st Floor Herzliya 4659071 Israel (Address of principal executiv |
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| March 12, 2024 |
Nayax Announces Pricing of Public Offering Exhibit 99.1 PRESS RELEASE Nayax Announces Pricing of Public Offering Herzliya, Israel, March 7, 2024 – Nayax Ltd. (NASDAQ: NYAX, “Nayax”), a global commerce enablement, payments and loyalty platform designed to help merchants scale their business, announced today the pricing of an underwritten public offering of 3,130,435 of its ordinary shares at a public offering price of $26.00 per share. Naya |
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| March 11, 2024 |
Exhibit 107.1 The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price for the securities to which such prospectus relates that are being offered by Nayax Ltd. is $67,600,000 and the maximum aggregate amount of the securities to which such prospectus relates that are being offered by the selling shareholders na |
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| March 11, 2024 |
3,130,435 Ordinary Shares NAYAX LTD. TABLE OF CONTENTS FILED PURSUANT TO RULE 424(B)(5) REGISTRATION NO. 333-274812 PROSPECTUS SUPPLEMENT (to Prospectus dated October 12, 2023) 3,130,435 Ordinary Shares NAYAX LTD. This is an offering of 3,130,435 ordinary shares, par value NIS 0.001 per share. We are offering 2,130,435 ordinary shares in this offering and Yair Nechmad, our Chief Executive Officer and Chairman of our board of direct |
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| March 6, 2024 |
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 March 6, 2024 Commission File Number: 001-41491 NAYAX LTD. (Exact name of registrant as specified in its charter) Arik Einstein Street, Bldg. B, 1st Floor Herzliya 4659071 Israel (Address of principal executive |
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| March 6, 2024 |
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 March, 2024 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 |
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| March 6, 2024 |
Nayax Announces Proposed Public Offering Exhibit 99.1 PRESS RELEASE Nayax Announces Proposed Public Offering Herzliya, Israel, March 6, 2024 – Nayax Ltd. (NASDAQ: NYAX, “Nayax”), a global commerce enablement, payments and loyalty platform designed to help merchants scale their business, announced today the commencement of an underwritten public offering of 3,130,435 of its ordinary shares. Nayax is offering 2,130,435 ordinary shares and |
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| March 6, 2024 |
Exhibit 99.1 Nayax Enters Definitive Agreement to Acquire VMtecnologia Nayax Announces Strategic Acquisition of VMtecnologia, Expanding Presence in the Latin American Market HERZLIYA, Israel, March 6, 2024 (Globe Newswire) — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a leading global commerce enablement, payments, and loyalty platform designed to help merchants scale their business, has today announce |
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| March 6, 2024 |
SUBJECT TO COMPLETION, DATED March 6, 2024 TABLE OF CONTENTS The information contained in this prospectus supplement is not complete and may be changed. |
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| February 28, 2024 |
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 February 28, 2024 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 prin |
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| February 28, 2024 |
Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yair Nechmad, certify that: 1. I have reviewed this annual report on Form 20-F of Nayax Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| February 28, 2024 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F/A of Nayax Ltd.(the “Company”) for the year ended December 31, 2023 (the “Report”), I, Sagit Manor, Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to S |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| February 28, 2024 |
Exhibit 99.1 Nayax Q4 and Full Year 2023 Earnings Presentation Feb 28, 2024 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attend |
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| February 28, 2024 |
Nayax Reports Record Fourth Quarter and Full Year 2023 Financial Results Exhibit 99.1 Nayax Reports Record Fourth Quarter and Full Year 2023 Financial Results Full year revenue reached $235.5 million, representing 36% YoY growth; recurring revenue up 44% YoY Positive full year cash flow from operations – $8.8 million 2024 full year revenue guidance of $325-335 million, representing 38%+ YoY growth; 2024 full year adjusted EBITDA guidance of $30-35 million(1) HERZLIYA, |
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| February 28, 2024 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F/A of Nayax Ltd.(the “Company”) for the year ended December 31, 2023 (the “Report”), I, Yair Nechmad, Chief Executive Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to |
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| February 28, 2024 |
NAYAX LTD. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Exhibit 97.1 NAYAX LTD. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Nayax Ltd. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of November 30, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy This Policy shall a |
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| February 28, 2024 |
Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yair Nechmad, certify that: 1. I have reviewed this annual report on Form 20-F/A of Nayax Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materi |
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| February 28, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-267542) and Form F-3 (No. 333-274812) of Nayax Ltd. of our report dated February 28, 2024 relating to the financial statements, which appears in this Form 20-F/A. Tel-Aviv, Israel /s/ Kesselman & Kesselman February 28, 2024 Ce |
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| February 28, 2024 |
Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sagit Manor, certify that: 1. I have reviewed this annual report on Form 20-F of Nayax Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| February 28, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-267542) and Form F-3 (No. 333-274812) of Nayax Ltd. of our report dated February 28, 2024 relating to the financial statements, which appears in this Form 20-F. Tel-Aviv, Israel /s/Kesselman & Kesselman February 28, 2024 Certi |
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| February 28, 2024 |
Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sagit Manor, certify that: 1. I have reviewed this annual report on Form 20-F/A of Nayax Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materia |
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| February 28, 2024 |
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 February, 2024 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 princip |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O |
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| February 28, 2024 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of Nayax Ltd.(the “Company”) for the year ended December 31, 2023 (the “Report”), I, Sagit Manor, Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Sec |
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| February 28, 2024 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of Nayax Ltd.(the “Company”) for the year ended December 31, 2023 (the “Report”), I, Yair Nechmad, Chief Executive Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Se |
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| February 14, 2024 |
DE:Z51 / NAYAX LTD / Nechmad Amir Alimelech - SC 13G/A Passive Investment SC 13G/A 1 zk2430969.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Nayax Ltd. (Name of Issuer) Ordinary shares, par value NIS 0.001 per share (Title of Class of Securities) M7S750159 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 12, 2024 |
DE:Z51 / NAYAX LTD / Nechmad Amir Alimelech - SC 13G/A Passive Investment SC 13G/A 1 zk2430912.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Nayax Ltd. (Name of Issuer) Ordinary shares, par value NIS 0.001 per share (Title of Class of Securities) M7S750159 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 1, 2024 |
Nayax Appoints Aaron Greenberg as Chief Strategy Officer Exhibit 99.1 Nayax Appoints Aaron Greenberg as Chief Strategy Officer HERZLIYA, Israel, February 1, 2024 — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement, payments and loyalty platform designed to help merchants scale their business, today announced that Aaron Greenberg has joined the Nayax leadership team as Chief Strategy Officer. Mr. Greenberg will lead corporate developmen |
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| February 1, 2024 |
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 February, 2024 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 princip |
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| December 4, 2023 |
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, 2023 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 princip |
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| December 4, 2023 |
Nayax Appoints New Chief Information Officer Exhibit 99.1 Nayax Appoints New Chief Information Officer HERZLIYA, Israel, December 4, 2023 — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement, payments and loyalty platform designed to help merchants scale their business, today announced that Moshe Shmaryahu recently joined the Nayax leadership team as Chief Information Officer. Mr. Shmaryahu will lead the company's informatio |
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| November 30, 2023 |
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 November, 2023 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 princip |
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| November 30, 2023 |
Exhibit 99.1 Nayax Completes Acquisition of Retail Pro International The acquisition extends Nayax’s global reach in attended retail while tripling our distribution network and adding 150K point of sale lanes HERZLIYA, Israel, November 30, 2023 (Globe Newswire) — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement payments and loyalty platform designed to help merchants scale their |
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| November 7, 2023 |
Exhibit 99.1 Nayax Reports Third Quarter 2023 Financial Results Revenue Grew to $60.3 Million Driven by Recurring Revenue Growth of 48% YoY Net Income (Loss) Improved by almost $7 Million Compared to Q3 2022 Reaffirms FY 2023 Revenue Outlook and YoY Growth of at Least 35% Raises Lower End of FY 2023 Earnings Guidance Range HERZLIYA, Israel, November 7, 2023 (Globe Newswire) – Nayax Ltd. (Nasdaq, T |
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| November 7, 2023 |
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 November, 2023 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 princip |
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| November 7, 2023 |
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 November, 2023 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 princip |
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| November 7, 2023 |
Exhibit 99.1 Nayax Q3 Earnings Presentation Nov 7, 2023 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or viewing this |
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| October 30, 2023 |
Exhibit 99.2 Retail Pro International Acquisition Overview Oct 30, 2023 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending |
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| October 30, 2023 |
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 October, 2023 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 principa |
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| October 30, 2023 |
Exhibit 99.1 Nayax Enters Definitive Agreement to Acquire Retail Pro International The acquisition extends Nayax’s global reach in attended retail while tripling our distribution network and adding 150K point of sale lanes Nayax management will host an audio webcast today at 8:30 am ET HERZLIYA, Israel, October 30, 2023 (Globe Newswire) — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce en |
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| October 18, 2023 |
Exhibit 99.1 Nayax Provides a Business Operations Update The war in Israel is not expected to have a material impact HERZLIYA, Israel, October 18, 2023 — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX) (“Nayax” or the “Company”), a global commerce enablement, payments and loyalty platform designed to help merchants scale their business, today announced that an internal analysis of actual and potential effec |
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| October 18, 2023 |
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 October, 2023 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 principa |
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| October 10, 2023 |
October 10, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 6, 2023 |
United States securities and exchange commission logo October 6, 2023 Gal Omer Chief Legal Officer Nayax Ltd. |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| October 2, 2023 |
Nayax Ltd. Dated as of [___] [___], as Trustee TABLE OF CONTENTS Exhibit 4.3 Nayax Ltd. INDENTURE Dated as of [] [], as Trustee TABLE OF CONTENTS Page ARTICLE 1 Definition and Incorporation by Reference Section 1.01. Definitions 1 Section 1.02. Other Definitions 4 Section 1.03. Incorporation by Reference of Trust Indenture Act 5 Section 1.04. Rules of Construction 5 ARTICLE 2 The Securities Section 2.01. Issuable in Series 5 Section 2.02. Establishment of Terms |
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| October 2, 2023 |
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 October, 2023 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 principa |
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| October 2, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables Form F-3 (Form Type) Nayax Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forw |
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| October 2, 2023 |
Exhibit 4.2 SHARES מניות נאייקס בע"מ NO. מס. תעודת מניה NAYAX LTD. SHARE CERTICFICATE 513639013 SHARE CERTIFICATE תעודת מניה Authorized Capital: N.I.S ההון הרשום שקל חדש NO. Divided to: - מחולק ל שם Name THIS IS TO CERTIFY זאת לעדות מען that כי Address of מ מספר המניות NO. of Shares is the Registered Holder of הוא הבעל הרשום של מספרים SHARES מניות Distinctive Nos From no To no. (inclusive) (ממספר |
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| October 2, 2023 |
Exhibit 99.1 NAYAX LTD. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS As of June 30, 2023 (Unaudited) NAYAX LTD. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS As of June 30, 2023 TABLE OF CONTENTS Page CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: Condensed consolidated statements of financial position F - 3-F - 4 Condensed consolidated statements of loss F - 5 Condensed consolidated st |
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| September 14, 2023 |
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 September, 2023 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 princi |
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| September 14, 2023 |
Nayax Announces Strategic Partnership with Turkey’s Düzey Exhibit 99.1 Nayax Announces Strategic Partnership with Turkey’s Düzey HERZLIYA, Israel, September 14, 2023 — Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement and payments platform designed to help merchants scale their business, today announced a strategic partnership with Turkey’s Düzey, part of Koç Holding. This partnership was initiated with the installation of Nayax devices |
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| September 13, 2023 |
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 September, 2023 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 princi |
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| August 23, 2023 |
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 August, 2023 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 |
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| August 17, 2023 |
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 August, 2023 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 |
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| August 9, 2023 |
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 August, 2023 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 |
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| August 9, 2023 |
Exhibit 99.1 Nayax Q2 Earnings Presentation Aug 9, 2023 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or viewing this |
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| August 9, 2023 |
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 August, 2023 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 |
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| August 9, 2023 |
Nayax Reports Second Quarter 2023 Financial Results Revenue Grew 36% Year-Over-Year to $56.2 Million Exhibit 99.1 Nayax Reports Second Quarter 2023 Financial Results Revenue Grew 36% Year-Over-Year to $56.2 Million Recurring Revenue Grew 43% Year-Over-Year Reaffirms: FY 2023 Revenue; YoY Growth of at least 35%; Earnings Outlook HERZLIYA, Israel, August 9, 2023 (Globe Newswire) – Nayax Ltd. (Nasdaq, TASE: NYAX), a global commerce enablement and payments platform designed to enable retailers to pro |
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| July 26, 2023 |
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 July, 2023 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 e |
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| July 26, 2023 |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Exhibit 99.2 NAYAX LTD. 3 ARIK EINSTEIN STREET BLDG. B, 1ST FLOOR HERZLIYA, 4659071 ISRAEL VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and fo |
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| July 26, 2023 |
Exhibit 99.1 NAYAX LTD. 3 Arik Einstein Street Building B, 1st Floor Herzliya 4659071 Israel NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS To Be Held on September 12, 2023 The Annual General Meeting of Shareholders of Nayax Ltd. (the “Company”) will be held at the offices of the Company, 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel, on September 12, 2023, at 4:00 p.m. Israel |
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| May 22, 2023 |
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 May, 2023 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 ex |
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| May 22, 2023 |
Nayax Announces New Leadership Positions Exhibit 99.1 Nayax Announces New Leadership Positions HERZLIYA, Israel, May 22, 2023 (GlobeNewswire) - Nayax Ltd. (Nasdaq & TASE: NYAX), a global commerce enablement and payments platform designed to enable retailers to provide consumers with digital, cashless, connected commerce experiences, and enhance consumer loyalty and conversion, today announced the appointments of Yaron Aharon as Chief Ope |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2023 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 |
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| May 10, 2023 |
Exhibit 99.1 Nayax Q1 Earnings Presentation May 10, 2023 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or viewing this |
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| May 10, 2023 |
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 May, 2023 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 ex |
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| May 10, 2023 |
Exhibit 99.1 Nayax Q1 Earnings Presentation May 10, 2023 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or viewing this |
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| May 10, 2023 |
Exhibit 99.1 Nayax Reports First Quarter of 2023 Financial Results Revenue Grew 54% Year-Over-Year to $52.4 Million Recurring Revenue Grew 44% Year-Over-Year Reaffirms FY 2023 Revenue Outlook, Raises Earnings Outlook HERZLIYA, Israel, May 10, 2023 (Globe Newswire) – Nayax Ltd. (Nasdaq & TASE: NYAX), a global commerce enablement and payments platform designed to enable retailers to provide consumer |
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| May 10, 2023 |
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 May, 2023 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 ex |
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| March 1, 2023 |
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 March, 2023 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 |
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| March 1, 2023 |
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 March, 2023 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 |
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| March 1, 2023 |
Exhibit 99.1 Nayax Reports Fourth Quarter and Full Year 2022 Financial Results Revenue Grew 48% Year-Over-Year to $51 Million Recurring Revenue Grew 42% Year-Over-Year Provides 2023 Outlook and Reaffirms Mid and Long-Term Targets HERZLIYA, Israel, March 1, 2023 - Nayax Ltd. (Nasdaq & TASE: NYAX), a global commerce enablement and payments platform designed to enable retailers to provide consumers w |
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| March 1, 2023 |
Exhibit 99.1 Nayax Q4 and FY 2022 Earnings Presentation March 1, 2023 1 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending |
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| March 1, 2023 |
Consent of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-267542) of our report dated March 1, 2023 relating to the financial statements, which appears in this Form 20-F. Tel-Aviv, Israel /s/ Kesselman & Kesselman March 1, 2023 Certified Public Accountants (Isr.) A member firm of Pric |
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| March 1, 2023 |
Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of Nayax Ltd.(the “Company”) for the year ended December 31, 2022 (the “Report”), I, Sagit Manor, Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Sec |
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| March 1, 2023 |
Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sagit Manor, certify that: 1. I have reviewed this annual report on Form 20-F of Nayax Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| March 1, 2023 |
Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of Nayax Ltd.(the “Company”) for the year ended December 31, 2022 (the “Report”), I, Yair Nechmad, Chief Executive Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Se |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| March 1, 2023 |
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yair Nechmad, certify that: 1. I have reviewed this annual report on Form 20-F of Nayax Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| March 1, 2023 |
Exhibit 2.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of the end of the period covered by the most recent Annual Report on Form 20-F to which this Exhibit is a part (the “Annual Report”), Nayax Ltd. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the |
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| February 13, 2023 |
EX-99 2 exhibit1.htm EXHIBIT 1 Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Nayax Ltd.; each of them is responsible for the timely filing o |
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| February 13, 2023 |
DE:Z51 / NAYAX LTD / Nechmad Amir Alimelech - SC 13G Passive Investment SC 13G 1 zk2329187.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Nayax Ltd. (Name of Issuer) Ordinary shares, par value NIS 0.001 per share (Title of Class of Securities) M7S750159 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| January 24, 2023 |
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 January, 2023 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 principa |
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| January 24, 2023 |
Exhibit 99.1 Nayax Provides Q4 and FY 2022 Preliminary Revenue and KPI Data Plans to Announce Q4 and FY 2022 Financial Results on Wednesday March 1, 2023 HERZLIYA, Israel, January 24, 2023 - Nayax Ltd. (Nasdaq & TASE: NYAX), a global commerce enablement and payments platform designed to enable retailers to provide consumers with digital, cashless, connected commerce experiences, and enhance consum |
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| January 11, 2023 |
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 January, 2023 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 principa |
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| December 19, 2022 |
6-K 1 zk2228895.htm 6-K 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, 2022 Commission file number: 001-41491 NAYAX LTD. (Translation of registrant’s name into English) Arik Einstein Street, Bldg. B, 1st Floor Herzliya 4659071, Is |
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| December 13, 2022 |
Nayax Awarded Mastercard European Issuer License, Expanding CoinBridge’s Operations Exhibit 99.1 Nayax Awarded Mastercard European Issuer License, Expanding CoinBridge?s Operations HERZLIYA, Israel, December 13, 2022? Nayax Ltd. (Nasdaq & TASE: NYAX), a global leader in commerce enablement and cashless payments designed to help merchants scale their business, today announced that it has received its European issuer license from Mastercard, on behalf of CoinBridge. The European is |
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| December 13, 2022 |
6-K 1 zk2228880.htm 6-K 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, 2022 Commission file number: 001-41491 NAYAX LTD. (Translation of registrant’s name into English) Arik Einstein Street, Bldg. B, 1st Floor Herzliya 4659071, Is |
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| November 16, 2022 |
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 November, 2022 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 princip |
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| November 16, 2022 |
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 November, 2022 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 princip |
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| November 16, 2022 |
EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 Nayax Q3 2022 Earnings Presentation November 16, 2022 1 Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the |
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| November 16, 2022 |
Nayax Reports Third Quarter 2022 Financial Results Exhibit 99.1 Nayax Reports Third Quarter 2022 Financial Results Revenue Grew 53% Year-Over-Year to $47.2 Million Recurring Revenue Grew 39% Year-Over-Year Reaffirming Mid-Term Revenue Growth Target of 35% HERZLIYA, Israel, November 16, 2022 - Nayax Ltd. (Nasdaq & TASE: NYAX), a global commerce enablement and payments platform designed to enable retailers to provide consumers with digital, cashless |
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| October 20, 2022 |
Exhibit 99.1 Nayax Provides Q3 2022 Preliminary KPI Data Plans to Announce Third Quarter 2022 Financial Results on Wednesday November 16, 2022 HERZLIYA, Israel, October 20, 2022 - Nayax Ltd. (TASE: NYAX), a global commerce enablement and payments platform designed to enable retailers to provide consumers with digital, cashless, connected commerce experiences, and enhance consumer loyalty and conve |
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| October 20, 2022 |
6-K 1 zk2228575.htm 6-K 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 October, 2022 Commission file number: 001-41491 NAYAX LTD. (Translation of registrant’s name into English) Arik Einstein Street, Bldg. B, 1st Floor Herzliya 4659071, Isr |
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| September 21, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) NAYAX LTD. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(8) Equity Ordinary shares, par value ILS 0.001 per |
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| September 21, 2022 |
Nayax Ltd. Global Equity Incentive Plan (2018) EX-99.2 5 tm2226263d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 NAYAX LTD. GLOBAL EQUITY INCENTIVE PLAN (2018) As amended on May 4, 2021 Adopted: December 17, 2018 Nayax Ltd. Global Equity Incentive Plan (2018) As Amended on May 4, 2021 1. Name And Purpose 1.1. This plan, as amended from time to time, shall be known as the Nayax Ltd. Global Equity Incentive Plan (2018) (the “Plan”). 1.2. The purposes of |
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| September 21, 2022 |
As filed with the Securities and Exchange Commission on September 21, 2022 As filed with the Securities and Exchange Commission on September 21, 2022 Registration No. |
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| September 21, 2022 |
Nayax Ltd. 2013 Share Option Plan. Exhibit 99.1 Amendment to NAYAX LTD. 2013 SHARE OPTION PLAN This document constitutes an amendment of the 2013 Plan as approved by the Board of Directors of Nayax Ltd. on May 4, 2021 The following amendments to the 2013 Share Option Plan shall apply: Section 2.10 shall be replaced by the following: "2.10 ?Fair Market Value? shall mean, as of any date, the value of Shares, determined as follows: (i |
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| September 20, 2022 |
The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Senior Vice President U.S. Listing Qualifications & Market Surveillance September 20, 2022 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on September 12, 2022, The Nasdaq Stock Market LLC (the |
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| September 20, 2022 |
UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION September 20, 2022 In the Matter of Nayax Ltd. |
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| September 16, 2022 |
September 16, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N. |
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| September 12, 2022 |
As filed with the Securities and Exchange Commission on September 12, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 20-F (Mark One) x REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? TRANSITION REPORT PU |
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| September 12, 2022 |
CORRESP 1 filename1.htm Michael Kaplan +1 212 450 4111 [email protected] Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com September 12, 2022 Re: Nayax Ltd. Registration Statement on Form 20-F Filed September 2, 2022 File No. 001-41491 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Wa |
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| September 12, 2022 |
Consent of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form 20-F of Nayax Ltd. of our report dated September 12, 2022, relating to the financial statements of Nayax Ltd., which appears in this Registration Statement. We also consent to the reference to us under the heading ?Statement by Experts? in such Registration Stat |
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| September 8, 2022 |
United States securities and exchange commission logo September 8, 2022 Michael Galai Chief Legal Officer Nayax Ltd. |
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| September 2, 2022 |
Consent of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited EX-15.1 9 tm2221143d3ex15-1.htm EXHIBIT 15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form 20-F of Nayax Ltd. of our report dated September 2, 2022, relating to the financial statements of Nayax Ltd., which appears in this Registration Statement. Tel-Aviv, Israel /s/ Kesselman & Kesselman September 2, 2022 |
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| September 2, 2022 |
EX-4.2 4 tm2221143d3ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 4, 2021 by and among (1) Nayax Ltd., a company organized under the laws of the State of Israel, Company No. 513639013 (the “Company”); (2) Amir Nechmad, an Israeli resident, Israeli ID no. ***, having his address at ***, Israel |
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| September 2, 2022 |
EX-11.1 8 tm2221143d3ex11-1.htm EXHIBIT 11.1 Exhibit 11.1 Code of Ethics Background: The Nayax Group (‘the company’) believes in professional and interpersonal relationships that are based on respect, trustworthiness and concern for others. The company regards the values of excellence, professionalism, efficiency and partnership as essential for it to continue to be a leading company in the field |
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| September 2, 2022 |
Amended and Restated Articles of Association of Nayax Ltd. EX-1.1 2 tm2221143d3ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 The Companies Law, 5759-1999 Limited Share Company Amended and Restated Articles of Association of Nayax Ltd. Effective: 1 1. Definitions In these Articles of Association, each of the following terms will have the meaning listed next to it, unless the wording of the text requires otherwise: “Shareholder” – Anyone who is a shareholder on the dat |
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| September 2, 2022 |
Form of Indemnification Agreement Exhibit 4.3 Nayax Ltd. (the ?Company?) Date: [?] To [?] Re: Exculpation and Indemnification Letter Whereas The Company?s articles of association allow the Company to retroactively and in advance exculpate and indemnify the directors and officers of the Company; and Whereas The Company?s competent organs have adopted the resolutions required in accordance with applicable law in order to allow the C |
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| September 2, 2022 |
Remuneration Policy of Nayax Ltd. EX-4.4 6 tm2221143d3ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 Nayax Ltd. (Hereinafter: the “Company”) Remuneration Policy for Officers of the Company (Hereinafter: the “Policy” and/or the “Remuneration Policy”) 2 Remuneration Policy for Officers of Nayax Ltd. (the “Company”) 1. Purposes of the Remuneration Policy 1.1 This document constitutes the Remuneration Policy for the officers of the Company,1 as de |
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| September 2, 2022 |
As filed with the Securities and Exchange Commission on September 2, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) x REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 |
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| September 2, 2022 |
EX-4.1 3 tm2221143d3ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SHAREHOLDERS RIGHTS AGREEMENT This Shareholders Rights Agreement (this “Agreement”) is made and entered into as of March 9, 2021 by and among (1) Amir Nechmad, an Israeli resident, Israeli ID no. ***, having his address at ***, Israel, E-mail: ***; (2) Yair Nechmad (“Yair”), an Israeli resident, Israeli ID no. ***, having his address at ***, Is |
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| August 26, 2022 |
DRSLTR 1 filename1.htm Michael Kaplan +1 212 450 4111 [email protected] Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com August 26, 2022 Re: Nayax Ltd. Amendment No. 1 to Draft Registration Statement on Form 20-F Submitted August 22, 2022 CIK No. 0001901279 United States Securities and Exchange Commission Division of Corporation Finance Office of Technolog |
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| August 24, 2022 |
United States securities and exchange commission logo August 24, 2022 Michael Galai Chief Legal Officer Nayax Ltd. |
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| August 22, 2022 |
DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on August 22, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CONFIDENTIAL DRAFT SUBMISSION NO. 2 FORM 20-F (Mark |
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| August 22, 2022 |
DRSLTR 1 filename1.htm Michael Kaplan +1 212 450 4111 [email protected] davispolk.com Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 August 22, 2022 Re: Nayax Ltd. Draft Registration Statement on Form 20-F Submitted July 18, 2022 CIK No. 0001901279 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. |
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| August 22, 2022 |
EX-4.2 3 filename3.htm Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 4, 2021 by and among (1) Nayax Ltd., a company organized under the laws of the State of Israel, Company No. 513639013 (the “Company”); (2) Amir Nechmad, an Israeli resident, Israeli ID no. 055273981, having his address at 10 Ehud St. Tel-Aviv, Is |
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| August 22, 2022 |
EX-4.1 2 filename2.htm Exhibit 4.1 SHAREHOLDERS RIGHTS AGREEMENT This Shareholders Rights Agreement (this “Agreement”) is made and entered into as of March 9, 2021 by and among (1) Amir Nechmad, an Israeli resident, Israeli ID no. 055273981, having his address at 10 Ehud St. Tel-Aviv, Israel, E-mail: [email protected]; (2) Yair Nechmad (“Yair”), an Israeli resident, Israeli ID no. 057243263, havi |
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| August 22, 2022 |
EX-11.1 4 filename4.htm Exhibit 11.1 Code of Ethics Background: The Nayax Group (‘the company’) believes in professional and interpersonal relationships that are based on respect, trustworthiness and concern for others. The company regards the values of excellence, professionalism, efficiency and partnership as essential for it to continue to be a leading company in the field of management and cle |
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| August 5, 2022 |
United States securities and exchange commission logo August 5, 2022 Michael Galai Chief Legal Officer Nayax Ltd. |
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| July 18, 2022 |
EX-4.2 3 filename3.htm Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 4, 2021 by and among (1) Nayax Ltd., a company organized under the laws of the State of Israel, Company No. 513639013 (the “Company”); (2) Amir Nechmad, an Israeli resident, Israeli ID no. 055273981, having his address at 10 Ehud St. Tel-Aviv, Is |
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| July 18, 2022 |
Exhibit 4.1 SHAREHOLDERS RIGHTS AGREEMENT This Shareholders Rights Agreement (this ?Agreement?) is made and entered into as of March 9, 2021 by and among (1) Amir Nechmad, an Israeli resident, Israeli ID no. 055273981, having his address at 10 Ehud St. Tel-Aviv, Israel, E-mail: [email protected]; (2) Yair Nechmad (?Yair?), an Israeli resident, Israeli ID no. 057243263, having his address at 1 Zab |
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| July 18, 2022 |
Michael Kaplan +1 212 450 4111 [email protected] davispolk.com Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 July 18, 2022 Re: Nayax Ltd. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted March 14, 2022 CIK No. 0001901279 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washin |
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| July 18, 2022 |
EX-11.1 4 filename4.htm Exhibit 11.1 Code of Ethics Background: The Nayax Group (‘the company’) believes in professional and interpersonal relationships that are based on respect, trustworthiness and concern for others. The company regards the values of excellence, professionalism, efficiency and partnership as essential for it to continue to be a leading company in the field of management and cle |
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| July 18, 2022 |
As confidentially submitted to the Securities and Exchange Commission on July 18, 2022. |
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| March 29, 2022 |
United States securities and exchange commission logo March 29, 2022 Yair Nechmad Chief Executive Officer & Chairman Nayax Ltd. |
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| March 14, 2022 |
DRSLTR 1 filename1.htm Michael Kaplan +1 212 450 4111 [email protected] davispolk.com Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 March 14, 2022 Re: Nayax Ltd. Draft Registration Statement on Form F-1 Submitted February 4, 2022 CIK No. 0001901279 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. |
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| March 2, 2022 |
United States securities and exchange commission logo March 2, 2022 Yair Nechmad Chief Executive Officer & Chairman Nayax Ltd. |
