Nayax Considering an Offering of Notes and Warrants in Israel

HERZLIYA, Israel, Dec. 07, 2025 (GLOBE NEWSWIRE) -- Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX) (the “Company”), a global commerce payments and loyalty platform designed to help merchants scale their business, announced today that it is considering an offering by way of an expansion of its existing Series A Notes and Series 1 Warrants, with such offering to be made to the public in Israel only. The offering will be conducted as a uniform offering through a public tender for a single unit price, with each unit consisting of NIS 1,000 par value of Series A Notes and three Series 1 Warrants, with each such warrant exercisable into one ordinary share of the Company. The offering will be conducted in Israel only, pursuant to a shelf offering report that would be published pursuant to the Company’s shelf prospectus dated August 23, 2023.

The Company plans to conduct a tender to Israeli qualified investors tomorrow, December 8, 2025. There will be no minimum price for the tender. Israeli qualified investors will be eligible for an early commitment fee of 0.40% of the total consideration based on the minimum price for the units for which they have committed to submitting orders in the public tender.

The Company intends to use the net proceeds from the offering, if completed, for general corporate purposes including potential acquisitions.

There is no assurance that such an offering will be completed, nor regarding its timing, terms or amount (including the execution of the tender for classified investors and its terms). The execution, timing, terms and amount of such an offering of units, insofar as it will take place, will be subject to the approval of the Company’s Board of Directors, the publication of a shelf offering report, which will include the amount of the offering and its terms, and the approval for listing on the Tel Aviv Stock Exchange (TASE).

About Nayax

Nayax is a global commerce enablement, payments and loyalty platform designed to help merchants scale their business. Nayax offers a complete solution including localized cashless payment acceptance, management suite, and loyalty tools, enabling merchants to conduct commerce anywhere, at any time. With foundations and global leadership in serving unattended retail, Nayax has transformed into a comprehensive solution focused on our customers’ growth across multiple channels. As of September 30, 2025, Nayax has 12 global offices, approximately 1,200 employees, connections to more than 80 merchant acquirers and payment method integrations and is globally recognized as a payment facilitator. Nayax’s mission is to improve our customers’ revenue potential and operational efficiency — effectively and simply. For more information, please visit www.nayax.com.