Nayax outlines two-year Israel offering framework

Available on EDGAR 11/12/2026 - 07:52 AM EST Accepted by SEC EDGAR 11/12/2026 - 07:51 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Nayax Ltd. filed a shelf prospectus with the Israel Securities Authority on November 12, 2026, that will be effective for two years. It allows the company, at its discretion, to offer debt and equity securities in Israel from time to time; a supplemental shelf offering report would describe the securities and terms of any specific offering.

The shelf prospectus itself is not a decision to offer securities, and Nayax stated there is no certainty an offering will be made. Securities offered under it will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption. Any offering is limited to Israel unless a supplement provides otherwise, subject to those requirements.

Key Figures

Shelf prospectus effectiveness: 2 years

1 metrics

Shelf prospectus effectiveness 2 years The shelf prospectus filed November 12, 2026

Key Terms

shelf prospectus, supplemental shelf offering report, Regulation S

3 terms

shelf prospectus regulatory

"filed ... a shelf prospectus"

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.

supplemental shelf offering report regulatory

"filing a supplemental shelf offering report"

A supplemental shelf offering report is a document filed when a company uses an existing SEC shelf registration to actually sell securities; it supplements the original registration by giving the specific terms of the new offering (amount, price or pricing range, type of security, and intended use of proceeds). Think of a shelf registration as a menu saved for future sales and the supplemental report as the order ticket that lists what is being taken off the shelf now. Investors use it to see how a planned sale will affect share count, ownership, and capital structure.

Regulation S regulatory

"as defined in Regulation S 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How long is NYAX's shelf prospectus effective?

It will be effective for two years.

Has NYAX decided to make an offering under the shelf prospectus?

No. The shelf prospectus itself is not a decision to offer securities, and Nayax stated there is no certainty that an offering will be made.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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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 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 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 November 12, 2026, the Company filed with the Israel Securities Authority a shelf prospectus (the “Shelf Prospectus”).

The Shelf Prospectus will be effective for a period of two years and will allow the Company to raise funds from time to time through the offering and sale of various securities including debt and equity, in Israel, at the discretion of the Company. Any offering of these securities will be made pursuant to filing a supplemental shelf offering report which will describe the terms of the securities being offered and the specific terms of the offering.

The Shelf Prospectus itself does not constitute a decision by the Company as to the offering of any securities, nor as to the scope, terms or timing of any such offering, and there is no certainty that such an offering will be made.

Securities, if offered pursuant to the Shelf Prospectus, 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 under the Securities Act), absent registration under the Securities Act or without applicable exemption from the registration requirements of the Securities Act. Any offering of securities pursuant to the Shelf Prospectus and any supplemental shelf offering report, if made, will be made only in Israel, unless provided otherwise in a supplemental shelf offering report, subject to registration or exemption as aforementioned.

The information in this Form 6-K (including Exhibits 99.1 and 99.2 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.

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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: November 12, 2026

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