UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): December 28, 2020 (December 21, 2020)

 

On Track Innovations Ltd.

(Exact Name of Registrant as Specified in Its Charter)

 

Israel

(State or Other Jurisdiction of Incorporation)

 

000-49877   N/A
(Commission
File Number)
  (IRS Employer
Identification No.)

 

Hatnufa 5, Yokneam Industrial Zone, Yokneam, Israel   2069200
(Address of Principal Executive Offices)   (Zip Code)

 

011 972 4 6868000

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
None        

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

As previously reported by On Track Innovations Ltd. (the “Company”), in May 2019, ASEC S.A. (Spolka Akcyjna) (the “Subsidiary”), a wholly-owned Polish subsidiary of the Company, entered into a loan agreement (the “Agreement”) with PKO Bank Polski, a Polish bank (the “Lender”). In May 2019, pursuant to the Agreement, the Lender provided to the Subsidiary a secured loan in the amount of $2,000,000. On May 11, 2020, as was also reported by the Company, based on Polish government regulations introduced in relation to the COVID-19 pandemic, the Subsidiary received the consent of the Lender to postpone the maturity date of the loan, by six months, to November 22, 2020 instead of May 23, 2020, as the Agreement provided. On November 16, 2020, as previously reported by the Company, the Subsidiary received the consent of the Lender to further postpone the maturity date of the loan to December 22, 2020. On December 21, 2020, the Subsidiary and the Lender entered into an addendum to the Agreement (the addendum, together with its Statement exhibit, the “Addendum”). Pursuant to the Addendum, the principal balance of the loan, after payment of $300,000 by the Subsidiary is $1,700,000 (the “Loan”). In addition, pursuant to the Addendum, the Lender agreed to further postpone the maturity date of the Loan to December 22, 2021. The Loan will be payable in full on maturity (with the option of early repayment by the Subsidiary) and the interest of 1-month LIBOR plus 1.8% is paid on a monthly basis. The Loan is secured by certain assets of the Subsidiary and by a bank guarantee. The Agreement includes customary events of default, including, among others, failures to repay any amounts due to the Lender, breaches or defaults under the terms of the Agreement, etc. If an event of default occurs, the Lender may reduce the amount of the Loan, demand an additional security, terminate the Agreement, or, in the event of a failure to repay the obligations under the Agreement by the due dates specified therein, the Lender may collect the due payments by enforcing a notarial deed of statement submitted by the Subsidiary.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

 

10.1   Addendum to Loan Agreement, dated December 21, 2020, by and between ASEC S.A. (Spolka Akcyjna) and PKO Bank Polski, a Polish bank. (translated from Polish).
     
10.2.   Statement by PKO BP SA, dated December 21, 2020.

 

1

 

 

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 hereunto duly authorized.

 

  On Track Innovations Ltd.
     
Date: December 28, 2020 By: /s/ Assaf Cohen
  Name:  Assaf Cohen
  Title:  Chief Financial Officer

 

 

2

 

Exhibit 10.1

 

[the letterhead of PKO BP]

 

ADDENDUM NO. 3

TO AGREEMENT NO. 97 1020 1026 0000 1702 0388 9318

OVERDRAFT FACILITY

OF 23 MAY 2019

 

The agreement is concluded on the day the last of the parties’ representatives signs it.

 

Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with its registered office in Warsaw, address: ul. Puławska 15, 02-515 Warsaw, entered in the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under KRS No. 0000026438, NIP: 525-000-77-38, REGON: 016298263, with the share capital (paid-in capital) of PLN 1,250,000,000.00 (hereinafter, the “PKO BP SA”), on behalf of which the following persons are acting:

1. Paweł Krzywdziuk - Proxy,

2. Edyta Taborowicz - Proxy,

 

and

 

ASEC Spółka Akcyjna with the seat in Kraków, address: Wadowicka 6, 30-415 Kraków, entered in the National Court Register maintained by the District Court for Kraków-Śródmieście in Kraków, XI Economic Department of the National Court Register, under KRS No. 0000034383, NIP: 677-193¬09-64, REGON: 351324446, with the share capital (paid-in capital) of PLN 4,107,000.00 (the “Borrower”), on behalf of which the following persons are acting:

1. Agnieszka Światły - President of the Management Board; and
2. Tomasz Boryczko - Vice-President of the Management Board;

hereinafter jointly referred to as the “Parties;”

 

hereby enter into Addendum No. 3 (the “Addendum”), to Agreement No. 97 1020 1026 0000 1702 0388 9318 overdraft facility of May 23, 2019, as amended (the “Agreement”).

 

NOW THEREFORE, the Parties agreed as follows:

 

§ 1.

At the Borrower’s request, in order to extend the term of the loan, reduce the amount of the loan by USD 300,000.00 (in words: three hundred thousand 00/100), i.e. to USD 1,700,000.00 (in words: one million seven hundred thousand 00/100), establish collateral for the repayment of all obligations of the Borrower under the Agreement and amend certain other provisions of the Agreement, the Parties agree to make the following amendments to the Agreement:

 

1) § 1 shall be replaced with the following wording:
1. PKO BP SA shall grant to the Borrower, subject to the terms and conditions as specified in the Agreement, an overdraft facility in the amount of USD 1,700,000.00 (in words: one million seven hundred thousand and 00/100 US Dollars) (hereinafter, the “Facility”).
  2. The Borrower declares that the funds from the Facility shall be used to finance the Borrower’s current liabilities resulting from their business activity.
  3. The Facility shall be granted for the period from May 23, 2019 to December 22, 2021 (the “Facility Term”).”;

 

2) § Paragraph 5(2) shall be replaced with the following wording:

“2. On December 22, 2020, bank commission fees and banking charges shall apply in the amounts as specified in the Tariff, the extract from which is attached as Appendix No. 1 to the Agreement.”;

 

3) § 6 shall be replaced by the following:

“1. The following shall constitute the security:
1) blank promissory note issued by the Borrower together with a promissory note declaration,

 

1

 

 

2) Facility repayment guarantee granted by Bank Gospodarstwa Krajowego (the “BGK”), as part of agreement for the portfolio guarantee line of the Liquidity Guarantee Fund No. 4/PLG-FGP/2020 of 10 April 2020, as amended. (the “Portfolio Agreement”) in the amount constituting 80% of the Facility, i.e. PLN 4,939,792.00 (in words: four million nine hundred and thirty-nine thousand seven hundred and ninety-two and 00/100 zlotys), as determined on the basis of the amount of the Facility, converted from the currency of the Facility into PLN at the average exchange rate of the National Bank of Poland as announced on 21 December 2020, which is 3.6322, for the period of 15 (in words: fifteen) months, i.e.: from December 23, 2020 to March 22, 2022 (the “BGK Guarantee”); the commission fee for the BGK Guarantee shall amount to 0.25% of the amount of the extended BGK Guarantee; the commission fee shall be collected in advance for the entire term of the BGK Guarantee and charged from the date it is granted ; the commission fee shall be collected from the Current Account, without any instruction from the Borrower required.
2. The instruments to secure the BGK Guarantee shall include, among others, blank promissory note (1 pcs.) together with a promissory note declaration, issued by the Borrower to BGK.
3. The documentation related to the Agreement, constituting an integral part of the Agreement, shall include:
1) An application to BKG to grant the BGK Guarantee under the Portfolio Agreement (the “Application”) constituting Appendix 2 to the Agreement;
2) Statement by PKO BP S.A. and the Borrower dated December 22, 2020 (the pari passu clause) constituting Appendix 3 to the Agreement.
4. If BGK pays the amount under the BGK Guarantee, BGK shall, upon payment, enter into the rights of PKO BP SA up to the amount of the payment made - in accordance with Article 47a of Act of May 8, 1997 on the Sureties and Guarantees Issued by the State Treasury and by Certain Legal Persons (Journal of Laws of 2020, item 122, as amended) - including rights to collaterals.
5. All costs related to the establishment, modification and release of the Collateral shall be borne by the Borrower.
6. The collateral shall remain in force until the repayment of all obligations of the Borrower under the Agreement.”;

 

4) In § 7(2)(1), the following letter point (d) shall be inserted after letter point (c):

“d) Documents for the previous month on the basis of which PKO BP S.A. will be able to assess the Borrower’s financial liquidity, including in particular the liquidity sheet, substantially in the form as provided by PKO BP SA, which is attached hereto as Appendix No. 4 to the Agreement - by the 10th day of each month, with the provision that a change to the form of liquidity sheet shall not require an annex to the Agreement, and a new form of liquidity sheet (Appendix No. 4 to the Agreement) will be provided to the Borrower to replace the previous one;”

 

5) In § 7, the following paragraph 5 shall be inserted after paragraph 4:

“5. The Borrower undertakes to make a statement, in the form of notarial deed, on its submission to court enforcement procedure with respect to PKO BP S.A.’s claims under the Agreement, pursuant to Art. 777.1.1. 5. of Act of November 17, 1964 – the Code of Civil Procedure (consolidated text in: Journal of Laws [Dz. U.] of 2020, item 1575, as amended) with the content satisfactory to PKO BP SA, under which the Borrower shall submit itself to enforcement up to the amount of USD 3,400,000.00 (in words: three million four hundred thousand and 00/100 US Dollars), and until December 22, 2023, PKO BP SA shall be able to apply repeatedly to attach the writ of execution to the enforcement clause.”;

 

6) In §8, after §8.7, §8.8 - 8.10 shall be added with the following wording:

“8) accepts the final terms and conditions of the BGK Guarantee concerning the term of its validity, percentage rate and the amounts, as specified in the Agreement,

9) agrees to amend the Application to the extent that the final conditions of the BGK Guarantee differ from those resulting from the Application,

10) consents to PKO BP SA’s collecting the commission fee referred to in §8.1(2), above from the Current Account and transfer it to BGK.”.

 

§ 2.

1. Appendix No. 1 to the Agreement shall be given the wording as indicated in Appendix No. 1 to the Addendum.
2. Appendices Nos. 2 - 4 are introduced to the Agreement, in the wording as indicated in Appendices Nos. 2 - 4 to the Addendum, respectively.
3. The remaining provisions of the Agreement shall remain unchanged.

 

§ 3.

1. The Addendum constitutes an integral part of the Agreement and enters into force as of December 22, 2020, however not earlier than after:
1) signing the update of the bill of exchange declaration referred to in §6.1.1 of the Agreement, in the form and content accepted by PKO BP SA,2) establishment of security for the repayment of all liabilities of the Borrower under the Agreement referred to in §6.1.2 of the Agreement.

 

2

 

 

2. The Borrower undertakes to submit, within 21 (in words: twenty-one) days of the signing of the Addendum, on pain of termination of the Agreement:
1) statement on the Borrower’s submission to court enforcement procedure, in the form of notarial deed, with respect to PKO BP SA’s claims under the Agreement, made pursuant to Art. 777 §1.5 of Act of 17 November 1964 - the Code of Civil Procedure (the consolidated text in Journal of Laws [Dz. U] of 2020, item 1575, as amended) with its content satisfactory to PKO BP SA, under which the Borrower will submit itself to enforcement up to the amount of USD 3,400,000.00 (in words: three million four hundred thousand 00/100 US Dollars), and until December 22, 2023, PKO BP SA shall be able to apply repeatedly to attach the writ of execution to the enforcement clause”;
2) up-to-date, i.e. not older than 1 (in words: one) month, certificates from the Social Insurance Institution (ZUS) that the Borrower has not been in arrears with the payment of the contributions and certificates from the relevant tax office that the Borrower has not been in arrears with the payment of taxes,
3) up-to-date, i.e. not older than 1 (in words: one) month, positive bank opinion from Bank Handlowy w Warszawie Spółka Akcyjna of Warsaw that the Borrower’s financial debt has been served in timely fashion.
3. The Borrower represents that it has submitted the relevant corporate approvals for the loan extension and establishment of collateral to PKO BP SA.
4. Any and all amendments to the Addendum must be made in writing in order to be valid.

 

§ 4.

For the amending, upon the Borrower’s request, of the terms and conditions of the Agreement, introduced by the Addendum, with respect to the extension of the Agreement, PKO BP SA shall charge, without a specific instruction from the Borrower to do so, a commission fee of 1.0% p.a. on the extended amount of the credit facility, however no less than PLN 2,000.00 (in words: two thousand 00/100 zlotys), i.e. USD 17,000.00 (in words: seventeen thousand 00/100 US Dollars). The commission fee shall be charged on the day of conclusion of the Addendum, in the manner specified in the Agreement, and the Borrower hereby authorises PKO BP SA to do so.

 

§ 5.

This document has been drawn up/the declaration of will has been submitted by the proxy in the electronic form and signed with qualified electronic signatures using the qualified certificates, in accordance with the provisions of Act of September 5, 2016, on the Fiduciary Services and Electronic Identification.

 

Appendixes to the Addendum:

 

1. Extract from the Table of Banking Commission Fees and Charges applicable at PKO Bank Polski S.A. for the Corporate Clients – Appendix No. 1 to the Agreement,
2. Application to BGK to grant a BGK Guarantee under the Portfolio Agreement – Appendix No. 2 to the Agreement,
3. Statement by PKO BP SA and the Borrower (the pari passu clause) – Appendix No. 3 to the Agreement,
4. Form of liquidity sheet - Appendix No. 4 to the Agreement.

 

 

Signatures of persons acting on behalf of the Borrower:   Signatures of persons acting on behalf of PKO BP SA:
     
Signed by:   Signed by:

 

/s/ Agnieszka Światły   /s/ Paweł Krzywdziuk
Agnieszka Światły, Managing Director of ASEC   Paweł Krzywdziuk, Senior Consultant
Date: 12.21.2020, 5:05 p.m.   Date: 12.21.2020, 4:30 p.m.
     
Signed by:    
     
/s/ Tomasz Stanisław Boryczko    
Tomasz Stanisław Boryczko, Head of Sales of ASEC    
Date: 12.21.2020, 4:57 p.m.    

 

 

3

 

Exhibit 10.2

 

[letterhead of Powszechna Koso Oszczędności Bonk Polski Spółka Akcyjna]

 

Warsaw, on December 21, 2020

 

Statement by PKO BP SA

 

Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with its registered office in Warsaw, ul. Puławsko 15, 02-515 Warszawa, entered in the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number 0000026438, (tax identification number) NIP: 525-000-77-38, (statistical identification number) REGON: 016298263; paid-in capital of PLN 1,250,000,000.00 (the “PKO BP SA” or a “Party”), pursuant to Art. 95 of the Banking Law Act of August 29, 1997 (consolidated text in: Journal of Laws [Dz. U.] of 2020, item 1896, as amended), hereby declares that on the basis of agreement no. 97 1020 1026 0000 1702 0388 9318 overdraft facility of May 23, 2019, as amended (the “Facility Agreement”), the Party granted ASEC Spółka Akcyjna with its registered office in Kraków, ul. Wadowicka 6, 30-415 Kraków, entered in the National Court Register, maintained by the District Court for Kraków-Śródmieście in Kraków, XI Commercial Division of the National Court Register under KRS number 0000034383, NIP: 677- 193-09-64, REGON: 351324446, share capital (paid-in capital) of PLN 4,107,000.00 (the “Borrower” or a “Party”) overdraft facility (the “Facility”), subject to the following terms and conditions:

 

1) Amount and currency of the Facility: USD 1,700,000.00 (in words: one million seven hundred thousand 00/100 US Dollars);

 

2) Lending period: from May 23, 2019 to December 22, 2021;

 

3) Interest shall be calculated on an annual basis at a variable rate. The interest rate shall be equal to the reference hundred, i.e. LIBOR 1M plus a margin of PKO BP SA of 1.80 percentage points, with the proviso that it may not be lower than the margin of PKO BP SA and may not be lower than zero.

 

In the event of late repayment of the Facility or part thereof, PKO BP SA will charge interest on the outstanding amount for the period from the day following the day on which the repayment should take place to the day preceding the repayment date at the floating interest rate provided for overdue loans and loans declared to be immediately due and payable, after the lapse of the notice period, for business purposes, as specified in a resolution of the Management Board of PKO BP S.A. applicable in the periods, on which interest is calculated and communicated to clients in a communiqué of PKO BP S.A. made available at the premises of PKO BP S.A., regardless of any other form of notification.

 

As at December 21, 2020, the interest rate for the outstanding debt is 11.2% per annum. The detailed rules of charging the interest rate for the Facility and the past due debt are set out in the Facility Agreement.

 

4) PKO BP S.A. has the option to terminate the Facility Agreement within 30 (in words: thirty) days, or, if there is a threat of the Borrower’s bankruptcy - within 7 (in words: seven) days, counting from the day following the date of service of the notice of termination to the Borrower.

 

The date of delivery of the notice of termination of the Facility Agreement shall be deemed the date of service of the notice to the Borrower’s own hands or by registered mail or courier service against acknowledgement of receipt. In the event that the Borrower fails to receive the statement of notice of termination of the Facility Agreement sent by PKO BP SA to the Borrower’s last known correspondence address, the statement on the termination of the Facility Agreement shall be deemed as delivered on the first business day on which the consignment could have been picked up on the basis of a postal notice (the so-called “letter of advice”).

 

The Parties agreed that the Borrower shall submit a declaration to the effect that in the event of defaulting on payment of PKO BP S.A.’s receivables under the Facility Agreement, the Borrower submits itself, for the benefit of PKO BP S.A., to court procedure of enforcement of the payment of a sum of money up to the amount specified therein, directly from the notarial deed of the statement, in accordance with Art. 777 §1.5 of the Code of Civil Procedure of 17 November 1964 (consolidated text: Journal of Laws [Dz. U.] of 2020, item 1575 as amended) (hereinafter the “Code of Civil Procedure”):

 

1) Up to 200% of the amount of the Facility in the currency of the Facility , i.e. up to USD 3,400,000.00 (in words: three million four hundred thousand 00/100 US Dollars);

 

2) The event triggering the obligation to pay the sum of money shall be a failure to repay the obligations under the Facility Agreement on the due dates as specified in the Facility Agreement,

 

3) Evidence that the event triggering the performance of the obligation to pay as specified in the enforcement title shall be the submission by PKO BP SA of a statement with the signature notarised confirming that the Borrower has not paid the amount of the debt to PKO BP SA on the conditions and within the time limit specified in the Facility Agreement, together with a confirmation that the statement has been sent by registered mail within the meaning of Article 3 item 23 of Act of November 23, 2012 - Postal Services Law (consolidated text in Journal of Laws [Dz. U.] of 2020, item 1041, as amended) to the Borrower’s address disclosed in the relevant register as of the date of its posting, or to the Borrower’s address last known to PKO BP SA;

 

4) PKO BP SA may apply for the attaching of the writ of execution to the statement on submission to court enforcement procedure drawn up in the form of notarial deed many times, no later than two years after the final repayment date as specified in the Facility Agreement, i.e. by December 22, 2023.

 

 

 

In addition, the Parties have agreed that:

 

1) The Borrower shall bear the costs of drawing up the notarial deed of the statement on submission to court enforcement procedure for payment in cash drawn up in accordance with Article 777 §1 para. 5 of the Code of Civil Procedure;

 

2) The copies of the notarial deed may be issued repeatedly to PKO BP SA and to the Borrower.

 

The statement is issued in order to prepare the Borrower’s statement on submission to court enforcement procedure in the form of a notarial deed.

 

Corporate stamp of PKO BP SA. Functional stamps of the authorised staff members.

 

Signed by:

 

/s/ Anna Żuk-Oklińska  
Anna Żuk-Oklińska, Senior Advisor of PKO BP SA  

 

Signed by:

 

/s/ Janusz Rudnicki  
Janusz Rudnicki, Senior Advisor of PKO BP SA