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): January 9, 2019 (January 7, 2019)
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.) |
| Z.H.R. Industrial Zone, P.O. Box 32, Rosh-Pina, Israel | 12000 | |
| (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)) |
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 8.01 | Other Events |
On January 7, 2019, the Nazareth District Court issued a judgment requiring On Track Innovations Ltd. (the “Company”) to pay Merwell Inc. (“Merwell”) an amount of NIS 5,080,000 (approximately $1,370,000). The payment is made in connection with an arbitration decision, described more fully in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, that awarded Merwell certain amounts in connection with a claim filed by Merwell against the Company alleging breach of contract in connection with certain commissions claimed to be owed to Merwell with respect to the activities of the Company’s SmartID division which was sold in 2013 to SuperCom Ltd. (“SuperCom”), as previously disclosed by the Company.
In connection with such sale, SuperCom undertook to indemnify the Company and hold it harmless against any liabilities that the Company may incur in connection with the Merwell arbitration. The Company deems SuperCom fully liable for all these costs and continues to seek full indemnification from SuperCom.
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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 hereunto duly authorized.
| On Track Innovations Ltd. | ||
| Date: January 9, 2019 | By: | /s/ Shlomi Cohen |
| Name: | Shlomi Cohen | |
| Title: | Chief Executive Officer | |
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