Nayax Announces Preliminary Results of Notes and Warrants Offering in Israel to Qualified Investors

Rhea-AI Summary

Nayax (Nasdaq: NYAX) completed a tender offer to qualified investors in Israel, expanding its Series A Notes and Series 1 Warrants and accepting 518,381 Units for aggregate gross proceeds of NIS 565,553,671 (approximately $175.4M), with net proceeds of about NIS 560M (~$174M). Each Unit consists of NIS 1,000 principal of Notes and three Warrants. The Notes bear a fixed 5.9% annual interest, mature on Sept 30, 2030, and repay principal in four annual installments starting Sept 2027 (10%, 10%, 40%, 40%). Each Warrant converts to one share at a strike of NIS 177.80 (current adjusted strike NIS 158.01, ~6.4% premium) and expires Mar 31, 2027. Closing is subject to regulatory approvals.

Positive

• Gross proceeds of NIS 565,553,671 (~$175.4M)
• Net proceeds approximately NIS 560M (~$174M) for general corporate purposes
• Notes carry fixed 5.9% annual interest to maturity on Sept 30, 2030

Negative

• Potential dilution from Warrants exercisable into three shares per Unit at strike NIS 177.80
• Interest rate increases if Equity $100M, Equity/Assets ratio 24%, or Revenues $170M
• Principal repayment concentration: 40% of principal due in each of 2029 and 2030

News Market Reaction

-0.46%

1 alert

-0.46% News Effect

On the day this news was published, NYAX declined 0.46%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Units Accepted: 518,381 Units Gross Proceeds: NIS 565,553,671 (~$175,420,873) Net Proceeds: Approximately NIS 560 million (~$174 million) +5 more

8 metrics

Units Accepted 518,381 Units Tender of Series A Notes and Series 1 Warrants to Qualified Investors

Gross Proceeds NIS 565,553,671 (~$175,420,873) Aggregate gross proceeds from the Offering

Net Proceeds Approximately NIS 560 million (~$174 million) Net after commissions, fees and expenses

Unit Price NIS 1,091 per Unit Each Unit includes NIS 1,000 principal Notes and 3 Warrants

Notes Interest Rate 5.9% fixed annual Non-linked Series A Notes maturing September 30, 2030

Principal Repayments 10%, 10%, 40%, 40% Four annual installments from September 2027–2030

Warrant Exercise Price NIS 158.01 Current adjusted price, ~6.4% premium to Dec 8, 2025 close

Covenant Thresholds $100M equity; 24% equity/assets; $170M revenues Levels below which Notes’ interest rate is adjusted upwards

Market Reality Check

Price: $56.12 Vol: Volume 3,956 is 0.19x the...

low vol

$56.12 Last Close

Volume Volume 3,956 is 0.19x the 20-day average of 20,537, indicating subdued trading ahead of the offering. low

Technical Shares at $45.55 are trading above the 200-day MA of $43.16, showing a pre-offering uptrend.

Peers on Argus

NYAX was up 0.91% while several software infrastructure peers like RZLV (-1.43%)...

NYAX was up 0.91% while several software infrastructure peers like RZLV (-1.43%), FLYW (-1.53%), and CSGS (-1.01%) declined, suggesting stock-specific factors around the Israel notes and warrants offering.

Historical Context

5 past events · Latest: Dec 04 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 04	Acquisition announcement	Positive	+4.5%	Acquisition of Lynkwell EV charging platform funded with cash on hand.
Nov 19	Earnings results	Positive	+9.4%	Strong Q3 2025 revenue growth, solid margins, and updated full-year guidance.
Nov 05	Potential acquisition	Positive	+1.3%	Non-binding LOI to acquire Integral Vending to expand Latin America reach.
Oct 30	Earnings call notice	Neutral	+2.2%	Scheduling of Q3 2025 earnings release and investor conference calls.
Oct 08	Strategic partnership	Positive	+2.4%	Strategic U.S. partnership with ChargeSmart EV for omnichannel payments.

Pattern Detected

Recent company-specific news, especially growth and M&A updates, has been followed by consistently positive one-day price reactions.

Recent Company History

This announcement follows a series of growth-focused updates. On Nov 19, 2025, Nayax reported Q3 2025 revenue of $104.3M with strong margins and guidance, which saw shares rise 9.36%. The company then announced a planned acquisition in Mexico on Nov 5, 2025 and the acquisition of Lynkwell on Dec 4, 2025, with positive price reactions. Earlier, a strategic U.S. EV partnership on Oct 8, 2025 and the Q3 earnings-call scheduling in late October also coincided with gains. Today’s funding deal adds a balance-sheet element to this expansion narrative.

Market Pulse Summary

This announcement details an Israel tender of Series A Notes and Series 1 Warrants to qualified inve...

Analysis

This announcement details an Israel tender of Series A Notes and Series 1 Warrants to qualified investors, with expected gross proceeds of NIS 565,553,671 and net proceeds of about NIS 560 million. It follows a period of strong reported growth, including $104.3M in Q3 2025 revenue and recent acquisitions. Key factors to monitor include how efficiently proceeds fund M&A and general purposes, compliance with covenants tied to $100M equity and $170M revenue thresholds, and future warrant exercises before March 31, 2027.

Key Terms

notes, warrants, shelf offering report, shelf prospectus, +1 more

5 terms

notes financial

"tender to qualified investors ... of notes, by expanding its Series A Notes"

Notes are written promises issued by a company or government to borrow money for a defined period, typically paying interest and returning the principal at maturity; they are essentially formal IOUs used to raise short- to medium-term funding. For investors, notes matter because they provide a predictable stream of income and carry credit and timing risk—like lending cash to someone with a set payback date—so their yield, repayment terms and issuer strength determine potential return and safety.

warrants financial

"Series 1 Warrants (the “Notes” and the “Warrants”, respectively and together"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

shelf offering report regulatory

"first listed for trading on the TASE pursuant to the shelf offering report dated March 9, 2025"

A shelf offering report is a public filing that updates investors when a company uses a previously approved registration to sell securities over time. Think of it as a progress note on a standing permission slip: it shows what types and amounts of stock or bonds a company plans to sell, how much has already been sold, and any key terms. Investors care because it signals potential dilution of existing holdings, incoming capital that can fund growth or cover expenses, and timing that may affect share price and ownership.

shelf prospectus regulatory

"Any offering of securities pursuant to the Company’s shelf prospectus dated August 24, 2023"

A shelf prospectus is a regulatory filing that pre-approves a company’s plan to sell shares or bonds over time without needing a new registration each time. Think of it as a menu the company files with regulators that lets it quickly “take items off the shelf” and raise money when market conditions are favorable. Investors care because it signals the company can issue new securities on short notice, which can affect ownership dilution and share price.

regulation s regulatory

"U.S. Persons (as defined in Regulation “S” promulgated under the Securities Act)"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

HERZLIYA, Israel, Dec. 08, 2025 (GLOBE NEWSWIRE) -- 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 Investors”) of notes, by expanding its Series A Notes, and Series 1 Warrants (the “Notes” and the “Warrants”, respectively and together, the “Securities”).

General

The Securities were offered to Qualified Investors in units, with each unit consisting of NIS 1,000 principal amount of Notes and three Warrants, with each such warrant exercisable into one ordinary share of the Company (the “Unit”). The Securities were offered by way of expansion of the Company’s existing Series A Notes and Series 1 Warrants, which were first listed for trading on the TASE pursuant to the shelf offering report dated March 9, 2025, (ISA Reference No. 2025-02-015587) (the “shelf offering report”). Qualified Investors submitted undertakings to purchase 658,611 Units in an aggregate amount of NIS 721,221,919. The Company intends to accept undertakings from Qualified Investors to purchase 518,381 Units, at a price of NIS 1,091 per Unit, for aggregate gross proceeds to the Company of NIS 565,553,671 (approximately $175,420,873 as of December 8, 2025) (the “Offering”).

Use of Proceeds

The net proceeds from the Offering, after deduction of commissions, fees and expenses, will be approximately NIS 560 million (approximately $174 million). The Company intends to use the net proceeds of the Offering for general corporate purposes including potential acquisitions.

Terms of the Notes

The Notes are non-linked, bear a fixed annual interest rate of 5.9%, and will mature on September 30, 2030. The interest rate of the Notes will be adjusted upwards if (a) the Company's Equity shall be less than $100 million, (b) the Equity / Assets Ratio (as defined below) shall be less than 24% and (c) the Company's Revenues (as defined in the Indenture) shall be less than $170 million. The principal of the expansion of the Notes will be repaid in four annual unequal payments commencing in September 2027 through September 2030. The first and second installments each shall be equal to 10% of the principal amount (approximately NIS 51.8 million or $16.1 million each), and the third and fourth installments each shall be equal to 40% of the principal amount (approximately NIS 207.3 million or $64.3 million each).

Terms of the Warrants

Each Warrant is exercisable into one ordinary share of the Company, at an exercise price of NIS 177.80, which is subject to adjustments to changes in the NIS-to-USD exchange rate. As of today, the exercise price is NIS 158.01, which represents a premium of approximately 6.4% over the closing share price on December 8, 2025. The Warrants will expire on March 31, 2027.

Covenants, Restrictions on Distributions, and Events of Default

As the offering of Notes is made by way of expansion of the Company’s existing Series A Notes, the Covenants, Restrictions on Distributions and Events of Default applicable to the Notes shall be identical to those set forth in the Company’s shelf offering report.

Disclaimers

The completion of the Offering, which is expected on or about December 10, 2025, is subject to regulatory approvals and standard conditions, and there is no certainty that the Offering will be completed or the timing thereof.

Any Securities offered in the Offering will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to U.S. Persons (as defined in Regulation “S” promulgated under the Securities Act) without registration under the Securities Act or an exemption from the registration requirements of the Securities Act. Any offering of securities pursuant to the Company’s shelf prospectus dated August 24, 2023, and any shelf offering report thereunder, will be made only in Israel. This announcement does not constitute a solicitation or an offer to buy any securities.

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to, statements regarding our intent, belief or current expectations, such as statements in this press release regarding the anticipated completion of the offering and the terms thereof. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of the COVID-19 pandemic and other global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rate and exchange rates in the global economic environment; the availability of qualified personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in Israel, including the war in Israel that began on October 7, 2023 and global perspectives regarding that conflict; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on March 4, 2025 (our "Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in our Annual Report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations

About Nayax

Nayax is a global commerce enablement, payments and loyalty platform designed to help merchants scale their business. Nayax offers a complete solution including localized cashless payment acceptance, management suite, and loyalty tools, enabling merchants to conduct commerce anywhere, at any time. With foundations and global leadership in serving unattended retail, Nayax has transformed into a comprehensive solution focused on our customers’ growth across multiple channels. As of September 30, 2025, Nayax has 12 global offices, approximately 1,200 employees, connections to more than 80 merchant acquirers and payment method integrations and is globally recognized as a payment facilitator. Nayax’s mission is to improve our customers’ revenue potential and operational efficiency — effectively and simply. For more information, please visit www.nayax.com

:Public Relations Contact
Scott Gamm
Strategy Voice Associates
scott@strategyvoiceassociates.com

:Investor Relations Contact
Aaron Greenberg, CSO
IR@nayax.com

FAQ

How much did Nayax raise in the December 8, 2025 Series A Notes and Warrants offering (NYAX)?

Nayax accepted 518,381 Units for gross proceeds of NIS 565,553,671 (about $175.4M) with net proceeds ~NIS 560M (~$174M).

What are the key terms of the Series A Notes issued by Nayax (NYAX)?

The Notes bear a fixed 5.9% annual interest, mature on Sept 30, 2030, and principal is repaid in four installments from Sept 2027 through Sept 2030 (10%,10%,40%,40%).

What is the exercise price and expiry of the Series 1 Warrants issued in the Nayax (NYAX) offering?

Each Warrant is exercisable into one ordinary share at a base price of NIS 177.80 (adjusted to NIS 158.01 as of Dec 8, 2025) and expires on Mar 31, 2027.

How might the December 2025 offering affect NYAX shareholders?

Shareholders face dilution risk from warrant exercises and potential interest-rate increases tied to specified equity, ratio, and revenue thresholds.

When will the Nayax Notes and Warrants offering close and are there conditions (NYAX)?

Completion is expected on or about Dec 10, 2025 and is subject to regulatory approvals and standard closing conditions.