Nayax Announces the Completion of a Notes and Warrants Offering in Israel

Rhea-AI Summary

Nayax (Nasdaq: NYAX) completed an expanded Israeli offering of Series A Notes and Series 1 Warrants on December 10, 2025, selling 518,381 Units at NIS 1,091 per Unit for aggregate gross proceeds of NIS 565.6 million (~$176 million).

Net proceeds are ~NIS 558.4 million (~$173.1 million) to be used for general corporate purposes, including potential acquisitions. Notes carry a fixed 5.9% annual interest rate and mature on September 30, 2030, with principal repaid in four installments from Sept 2027–Sept 2030 (10%, 10%, 40%, 40%). Each Unit includes three warrants exercisable into one ordinary share at a base price of NIS 177.80 (current adjusted price NIS 158.16, ~22% premium to Dec 9 close); warrants expire March 31, 2027.

Positive

• Gross proceeds of NIS 565.6 million (≈$176M)
• Net proceeds of NIS 558.4 million (≈$173.1M) for corporate use
• Offering oversubscribed by 13.98%
• Fixed note coupon of 5.9% through maturity

Negative

• Warrants exercisable into ordinary shares, creating potential dilution
• Large principal payments of 40% in Sept 2029 and Sept 2030 (~NIS 207.3M each)
• Warrant exercise price subject to NIS–USD exchange adjustments introducing FX risk

Key Figures

Units sold 518,381 units Series A Notes and Series 1 Warrants offering in Israel

Price per Unit NIS 1,091 per Unit Offering price for each unit of Notes and Warrants

Gross proceeds NIS 565.6 million (~$176 million) Aggregate gross proceeds from the Offering

Net proceeds NIS 558.4 million (~$173.1 million) After commissions, fees and expenses; for general purposes and acquisitions

Coupon rate 5.9% annual interest Fixed rate on Series A Notes, non-linked

Notes maturity September 30, 2030 Final maturity date of Series A Notes

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

Warrant exercise price NIS 158.16 Adjusted exercise price, ~22% premium to Dec 9, 2025 close

Market Reality Check

$46.01 Last Close

Volume Pre-news volume of 3,867 shares is well below the 20-day average of 20,406, suggesting limited early repositioning ahead of the offering. low

Technical Shares at $45.34 were trading above the 200-day MA of $43.23, with the stock 13.57% below its 52-week high.

Peers on Argus

NYAX slipped 0.46% while key software infrastructure peers like RZLV (+2.22%), FLYW (+1.27%) and PRGS (+1.03%) traded higher, pointing to a stock-specific reaction rather than a sector move.

Common Catalyst Selected peers with news focused on AI and product updates, while NYAX’s event was a notes and warrants financing, indicating different catalysts across the group.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Strategic acquisition	Positive	+4.5%	Cash acquisition of Lynkwell to expand AI-enabled EV charging platform footprint.
Nov 19	Earnings results	Positive	+9.4%	Strong Q3 2025 revenue growth, margin improvement and updated full-year guidance.
Nov 05	M&A intention	Positive	+1.3%	LOI and exclusivity to acquire Integral Vending to accelerate Latin America growth.
Oct 30	Earnings preview	Neutral	+2.2%	Announcement of Q3 2025 earnings date and investor conference call logistics.
Oct 08	Strategic partnership	Positive	+2.4%	Strategic payments partnership with ChargeSmart EV for U.S. EV charging network.

Pattern Detected

Recent news events, including earnings, acquisitions and partnerships, were followed by positive price reactions, suggesting the market has generally rewarded Nayax’s growth initiatives.

Recent Company History

Over the last few months, Nayax reported strong Q3 2025 results with revenue of $104.3M and updated full-year guidance to $400M–$405M and Adjusted EBITDA of $60M–$65M. It announced a $25.9M cash acquisition of Lynkwell and a planned acquisition of Integral Vending to expand in Latin America, plus a U.S. EV payments partnership with ChargeSmart EV. Today’s notes and warrants offering adds a dedicated funding source for general corporate purposes and potential acquisitions, complementing this expansion strategy.

Market Pulse Summary

This announcement details Nayax’s completion of a notes and warrants expansion in Israel, raising gross proceeds of NIS 565.6 million and net proceeds of about NIS 558.4 million for general purposes and potential acquisitions. The Notes carry a fixed 5.9% coupon and mature in 2030, while the Warrants, exercisable at a premium to the latest share price, expire in 2027. Investors may track how this added capital supports ongoing M&A and growth initiatives highlighted in recent quarters.

Key Terms

warrants financial

"expansion of its Series A Notes and Series 1 Warrants (the “Notes” and the “Warrants”"

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.

principal amount financial

"each unit consisting of NIS 1,000 principal amount of Notes and three Warrants"

The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.

equity / assets ratio financial

"the Equity / Assets Ratio (as defined below) shall be less than 24%"

The equity/assets ratio measures how much of a company’s total resources are funded by owners’ capital rather than borrowed money, calculated as shareholders’ equity divided by total assets. It matters to investors because a higher ratio means the company relies less on debt and is generally more financially stable—like a homeowner who owns a larger share of their house instead of carrying a big mortgage, which reduces risk in downturns.

indenture financial

"the Company’s Revenues (as defined in the Indenture) shall be less than $170 million"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

events of default financial

"Covenants, Restrictions on Distributions and Events of Default applicable to the Notes"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

securities act regulatory

"will not be registered under the U.S. Securities Act of 1933, as amended"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

regulation “s” regulatory

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

Regulation “S” is a U.S. Securities and Exchange Commission rule that allows companies to offer and sell securities to buyers located outside the United States without registering those securities with U.S. regulators. It matters to investors because it restricts who can buy and when those securities can be resold into U.S. markets, creating potential limits on liquidity, price transparency and how quickly an investor can exit a position.

AI-generated analysis. Not financial advice.

HERZLIYA, Israel, Dec. 10, 2025 (GLOBE NEWSWIRE) -- 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 the “Warrants”, respectively and together, the “Securities”).

General

The Securities were offered 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”). The Company sold a total of 518,381 Units at a price of NIS 1,091 per Unit, for aggregate gross proceeds to the Company of NIS 565.6 million (approximately $176 million) (the “Offering”). The Offering was oversubscribed by 13.98%, such that qualified investors under Israeli law were allotted 87.73% of their orders pursuant to their early commitment. The Notes and the Warrants will be listed for trading on the Tel-Aviv Stock Exchange.

Use of Proceeds

The net proceeds from the Offering, after deduction of commissions, fees and expenses, will be approximately NIS 558.4 million (approximately $173.1 million). The Company intends to use the net proceeds of the Offering for general corporate purposes including potential acquisitions.

The 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 $64.5 million each).

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.

The 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 158.16, which represents a premium of approximately 22% over the closing price of the Ordinary Shares on December 9, 2025. The Warrants will expire on March 31, 2027.

Disclaimers

The Offering was made only in Israel and only to Israeli investors. The 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. In addition, U.S. Persons may not exercise the Warrants. 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 use of proceeds of the offering. 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 10, 2025 offering (NYAX)?

The Company sold 518,381 Units for gross proceeds of NIS 565.6 million (≈$176 million).

What are the terms of the Series A Notes in Nayax's offering (NYAX)?

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

What is the warrant exercise price and expiry for Nayax warrants (NYAX)?

Each Warrant is exercisable into one ordinary share at a base price of NIS 177.80 (current adjusted price NIS 158.16) and expires on March 31, 2027.

How will Nayax use the net proceeds from the offering (NYAX)?

The Company intends to use approximately NIS 558.4 million of net proceeds for general corporate purposes, including potential acquisitions.

Were U.S. investors able to participate in Nayax's Israeli offering (NYAX)?

No; the offering was made only in Israel to Israeli investors and the Securities are not registered under the U.S. Securities Act.