Item 8.01. Other Events.

ISS and Glass Lewis, independent proxy advisory firms, both released their recommendation to vote FOR all proposals at the extraordinary general meeting of shareholders of On Track Innovations Ltd. (the "Company") to be held on May 10, 2022 (the "Meeting"), and, in particular, to approve the Company's proposed merger with Nayax Ltd. ("Nayax"). The Company believes this indicates a vote of confidence in the Company and the proposed merger.

In connection with the Meeting, the Company received a position notice from a number of the Company's shareholders (the "Position Notice"). Although the Company is not subject to the requirements of the Israeli Companies Law 1999 relating to position notices, it voluntarily allows shareholders, in appropriate circumstances, to file a position notice. The Position Notice is attached hereto and incorporated by reference herein.

The Company's Board of Directors rejects the content of the Position Notice and reserves the right to provide a response in the future.

Information about the Meeting and the proxy statement filed with the Securities and Exchange Commission is also available for viewing at the website maintained for the Meeting at www.proxyvote.com (as well as on the Company's website at www.otiglobal.com/egm). We urge you to review the proxy statement and read for additional information about the contemplated Merger with Nayax.

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits.

99.1 Position Notice of Shareholders dated April 28, 2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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