Nayax Ltd. (NYAX) eyes Israel notes and warrants offering update

Rhea-AI Filing Summary

Nayax Ltd. reports that on December 7, 2025 it issued a press release titled “Nayax Considering an Offering of Notes and Warrants in Israel.” The company uses this report to furnish that release as an exhibit.

The update is incorporated by reference into all of Nayax’s effective registration statements with U.S. and Israeli regulators, including its Form S-8, Form F-3 and Israeli shelf prospectus, so those documents reflect the potential Israel notes and warrants transaction.

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 principal executive offices)

_____________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒           Form 40-F ☐

EXPLANATORY NOTE

On December 7, 2025, Nayax Ltd. (the “Company”) issued a press release titled “Nayax Considering an Offering of Notes and Warrants in Israel”. A copy of the press release is furnished as Exhibit 99.1 hereto.

This Form 6-K and related exhibits are hereby incorporated by reference into all effective registration statements filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) or with the Israel Securities Authority (the “ISA”), including without limitation the Company’s Registration Statement on Form S-8 filed with the SEC (File No. 333-267542), the Company’s Registration Statement on Form F-3 filed with the SEC (File No. 333-274812) and the Company’s Shelf Prospectus filed with the ISA.

EXHIBIT INDEX

The following exhibit is furnished as part of this Form 6-K:

Exhibit Description

99.1 Press Release titled “Nayax Considering an Offering of Notes and Warrants in Israel” dated December 7, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NAYAX LTD.
	By:	/s/ Gal Omer
		Name: Gal Omer
		Title: Chief Legal Officer

Date: December 7, 2025