Nayax Considering an Offering of Notes and Warrants in Israel
Rhea-AI Summary
Nayax (Nasdaq: NYAX; TASE: NYAX) is considering an Israel-only public offering by expanding its existing Series A Notes and Series 1 Warrants. Each offered unit will consist of NIS 1,000 par value of Series A Notes plus three Series 1 Warrants, each warrant exercisable into one ordinary share. The company plans a tender to Israeli qualified investors on December 8, 2025, with no minimum tender price and an early commitment fee of 0.40% of the total consideration based on the minimum price.
The offering will be subject to board approval, publication of a shelf offering report under the shelf prospectus dated August 23, 2023, and TASE listing approval. The company intends to use net proceeds for general corporate purposes including potential acquisitions. There is no assurance the offering will be completed or on what terms.
Positive
- Unit structure: NIS 1,000 notes plus 3 warrants
- Tender date set for December 8, 2025
- Early commitment fee of 0.40% for qualified investors
- Proceeds earmarked for general corporate purposes including acquisitions
Negative
- Warrants exercisable into shares could cause share dilution
- No assurance the offering will be completed or on specific timing or terms
- Offering subject to board, shelf report, and TASE approval
Key Figures
Market Reality Check
Peers on Argus
Peers show mixed moves, with sector names like RZLV, CSGS, FLYW and NTCT posting both small gains and losses, while only RZLV appeared in momentum scans with a 4.30% move up and no same-direction cluster.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 04 | EV platform acquisition | Positive | +4.5% | Acquisition of Lynkwell EV charging platform for <b>$25.9M</b> cash plus earnout. |
| Nov 19 | Q3 2025 earnings | Positive | +9.4% | Reported Q3 2025 revenue <b>$104.3M</b> with strong growth and reaffirmed organic outlook. |
| Nov 05 | Mexico LOI news | Positive | +1.3% | Non-binding LOI and exclusivity to acquire Integral Vending in Mexico. |
| Oct 30 | Earnings call notice | Neutral | +2.2% | Announcement of timing and access details for Q3 2025 earnings calls. |
| Oct 08 | EV payments partnership | Positive | +2.4% | Strategic partnership with ChargeSmart EV for U.S. omnichannel payment solutions. |
Recent company news across acquisitions, earnings and partnerships has been followed by consistently positive 24-hour price reactions.
Over the last few months, Nayax issued several growth-focused updates. On Oct 8, 2025 it announced a U.S. EV payments partnership, followed by an earnings call scheduling release on Oct 30, 2025. Subsequent news included a Mexico distribution LOI on Nov 5, 2025, strong Q3 2025 results on Nov 19, 2025, and the $25.9M Lynkwell acquisition on Dec 4, 2025. Each event was accompanied by a positive one-day price move, framing today’s potential notes-and-warrants offering against a backdrop of expansion activity.
Market Pulse Summary
This announcement outlines a potential Israel-only expansion of existing Series A Notes and Series 1 Warrants, with each unit comprising NIS 1,000 par value notes and 3 warrants, and a planned tender to qualified investors on December 8, 2025. It follows a series of growth-oriented updates, including acquisitions and strong Q3 2025 results. Investors may focus on final offering terms, potential dilution, and how any proceeds earmarked for general corporate purposes and acquisitions interact with the company’s recent expansion strategy.
Key Terms
warrants financial
par value financial
public tender financial
qualified investors regulatory
AI-generated analysis. Not financial advice.
HERZLIYA, Israel, Dec. 07, 2025 (GLOBE NEWSWIRE) -- Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX) (the “Company”), a global commerce payments and loyalty platform designed to help merchants scale their business, announced today that it is considering an offering by way of an expansion of its existing Series A Notes and Series 1 Warrants, with such offering to be made to the public in Israel only. The offering will be conducted as a uniform offering through a public tender for a single unit price, with each unit consisting of NIS 1,000 par value of Series A Notes and three Series 1 Warrants, with each such warrant exercisable into one ordinary share of the Company. The offering will be conducted in Israel only, pursuant to a shelf offering report that would be published pursuant to the Company’s shelf prospectus dated August 23, 2023.
The Company plans to conduct a tender to Israeli qualified investors tomorrow, December 8, 2025. There will be no minimum price for the tender. Israeli qualified investors will be eligible for an early commitment fee of
The Company intends to use the net proceeds from the offering, if completed, for general corporate purposes including potential acquisitions.
There is no assurance that such an offering will be completed, nor regarding its timing, terms or amount (including the execution of the tender for classified investors and its terms). The execution, timing, terms and amount of such an offering of units, insofar as it will take place, will be subject to the approval of the Company’s Board of Directors, the publication of a shelf offering report, which will include the amount of the offering and its terms, and the approval for listing on the Tel Aviv Stock Exchange (TASE).
About Nayax
Nayax is a global commerce enablement, payments and loyalty platform designed to help merchants scale their business. Nayax offers a complete solution including localized cashless payment acceptance, management suite, and loyalty tools, enabling merchants to conduct commerce anywhere, at any time. With foundations and global leadership in serving unattended retail, Nayax has transformed into a comprehensive solution focused on our customers’ growth across multiple channels. As of September 30, 2025, Nayax has 12 global offices, approximately 1,200 employees, connections to more than 80 merchant acquirers and payment method integrations and is globally recognized as a payment facilitator. Nayax’s mission is to improve our customers’ revenue potential and operational efficiency — effectively and simply. For more information, please visit www.nayax.com.
Public Relations Contact:
Scott Gamm
Strategy Voice Associates
scott@strategyvoiceassociates.com
Investor Relations Contact:
Aaron Greenberg, CSO
aarong@nayax.com
Forward-Looking Statements
This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to, statements regarding our intent, belief or current expectations, such as statements in this press release regarding our plans to conduct an offering in Israel, including our plans related to such offering to conduct a public tender to classified investors. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of the COVID-19 pandemic and other global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rate and exchange rates in the global economic environment; the availability of qualified personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in Israel, including the war in Israel that began on October 7, 2023 and global perspectives regarding that conflict; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on March 4, 2025 (our "Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in our Annual Report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations.
FAQ
What is Nayax offering in Israel on December 8, 2025 (NYAX)?
How many ordinary shares can be created per unit in the NYAX Israel offering?
Will there be a minimum price for Nayax’s December 8, 2025 tender (NYAX)?
What incentive is Nayax offering Israeli qualified investors in the NYAX tender?
How does Nayax intend to use proceeds if the Israel offering (NYAX) is completed?
What approvals does Nayax need before completing the Israel offering (NYAX)?
