Nayax Ltd. (NASDAQ: NYAX) announced a new capital‑raising initiative that expands its existing Series A Notes and Series 1 Warrants. The offering will be structured as a single unit priced uniformly, with each unit comprising NIS 1,000 of Series A Notes and three Series 1 Warrants that can be exercised into one ordinary share.
The tender will be conducted on December 8, 2025, with no minimum price set for the units. Israeli qualified investors who commit early will receive a 0.40 % early‑commitment fee calculated on the minimum price of the units they order. The unit price and fee structure are designed to attract institutional participation while providing a modest incentive for early commitment.
Proceeds from the offering will be used for general corporate purposes, including potential acquisitions. This aligns with Nayax’s strategy to accelerate growth in high‑margin verticals such as electric‑vehicle charging and embedded banking, sectors that have driven recent revenue expansion.
Nayax’s Q3 2025 results provide context for the capital raise. Revenue rose 26 % year‑over‑year to $104.3 million, driven by a 29 % increase in recurring revenue to $77.1 million (74 % of total revenue) and an 18 % rise in hardware revenue to $27.2 million. Adjusted EBITDA grew to $18.2 million, up from $11.1 million in Q3 2024, reflecting improved gross margins and operational leverage.
Segment analysis shows recurring revenue—comprising SaaS and payment‑processing services—continued to outperform hardware, benefiting from strong demand for Nayax’s embedded payment solutions in retail and hospitality. The company’s EV‑charging partnership with Autel Energy and the recent acquisition of Lynkwell are expected to further boost recurring revenue streams and diversify its product portfolio.
CEO Yair Nechmad emphasized the company’s focus on profitable growth, stating, “The strong performance in Q3 2025 demonstrates the effectiveness of our strategy to scale recurring revenue while maintaining margin expansion. The capital raise will support our continued investment in high‑growth areas and potential acquisitions.”
The issuance of warrants introduces a dilution risk that will be mitigated if the warrants are exercised at a price above the current market value. However, the potential upside from the capital raised is expected to outweigh the dilution impact, given Nayax’s robust growth trajectory and the strategic importance of the targeted verticals.
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