On Track Innovations Ltd. , a global provider of near field communication (NFC) and cashless payment solutions, announced that on December 23, 2019, it entered into a share purchase agreement (the “Agreement”) with Jerry L. Ivy, Jr. Descendants’ Trust (“Ivy”) and two other investors who are members of the Company’s Board of Directors (the “Board”). The Agreement relates to a private placement of an aggregate of up to 12,500,000 ordinary shares of the Company at a purchase price of $0.20 per share, for aggregate gross proceeds to the Company of up to $2,500,000.
Read More: Kimbell Royalty Partners, LP Closes Mineral and Royalty Acquisition from Buckhorn Resources
The initial closing of the private placement took place on December 23, 2019. At the initial closing, 6,500,000 shares were issued for aggregate gross proceeds to the Company of $1,300,000. A subsequent closing (the “Subsequent Closing”) for the remainder of the amount to be invested is subject to the Company obtaining approval of its shareholders to, among other things, an increase the authorized share capital of the Company.
In addition, under the terms of the Agreement and following the initial closing, the Board agreed to appoint one representative to the Board, designated by Ivy. An additional representative designated by Ivy will be appointed to the Board following the Subsequent Closing.
Read More: The Timken Company Celebrates 120th Anniversary by Ringing NYSE Closing Bell
The above-mentioned offering and sale of ordinary shares to be issued in the private placement are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The ordinary shares will not be registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the ordinary shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
