Nayax (NYAX) Prices 3.13M Share Offering at $26/sh

Nayax Ltd. (NASDAQ: NYAX) announced today the pricing of an underwritten public offering of 3,130,435 of its ordinary shares at a public offering price of $26.00 per share. Nayax is offering 2,130,435 ordinary shares and Yair Nechmad, Nayax’s Chief Executive Officer and Chairman of its board of directors, David Ben-Avi, Nayax’s Chief Technology Officer and a member of its board of directors, and Amir Nechmad, a member of Nayax’s board of directors, are offering a total of 1,000,000 ordinary shares as selling shareholders. In addition, Nayax has granted the underwriters a 30-day option to purchase up to 469,565 additional ordinary shares at the public offering price, less underwriting discounts and commissions. Nayax will not receive any proceeds from the sale of shares by the selling shareholders. The offering is expected to close on March 12, 2024, subject to the satisfaction of customary closing conditions.

Barclays and UBS Investment Bank are acting as joint lead book-running managers, and Oppenheimer & Co., William Blair, and Keefe, Bruyette & Woods, A Stifel Company, are acting as book-running managers for the offering. Phoenix Underwriting Ltd. (“Phoenix”) and Active Underwriting Ltd. (“Active”) are each acting as a distributor in Israel for sales of Nayax’s ordinary shares to investors in Israel. Phoenix and Active are not broker-dealers registered with the U.S. Securities and Exchange Commission (the “SEC”) and therefore neither Phoenix nor Active are making or will make any offers or sales of the ordinary shares within the United States.

A registration statement relating to the securities has been filed with the SEC and was declared effective on October 12, 2023. The offering is being made only by means of a prospectus supplement and accompanying prospectus. When available, copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained free of charge from

• Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (888) 603-5847, email: [email protected];
• UBS Securities LLC, Attention: 1285 Avenue of the Americas, New York, NY 10019, email: [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities 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. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

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