Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported by On Track Innovations Ltd., or the Company, on its Current Report on Form 8-K filed on October 26,
2018 and on its Definitive Proxy Statement filed on August 23, 2019, or the Proxy Statement, on October 24, 2018, the Company
received a written notice from the Nasdaq Stock Market LLC, or Nasdaq, indicating that the Company was not in compliance with
Nasdaq Listing Rule 5550(a)(2), as the Company’s closing bid price for its Ordinary Shares was below $1.00 per share for
the last 30 consecutive business days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a 180-calendar day
compliance period, or until April 22, 2019, to regain compliance with the minimum bid price requirement. Subsequently, on
April 23, 2019, the Company was provided a second 180-calendar day compliance period, or until October 21, 2019, to demonstrate
compliance.
To
regain compliance, the closing bid price of the Company’s Ordinary Shares had to meet or exceed $1.00 per share for at least
10 consecutive business days during the 180-calendar day compliance period ending on October 21, 2019. Accordingly, and as
reported in the Proxy Statement, the Company’s Board of Directors had approved and recommended that the Company’s
shareholders approve a reverse split of the Company’s Ordinary Shares at the ratio of 30 to 1. The purpose of the reverse
split was to increase the market price per share of the Company’s Ordinary Shares. However, the reverse share split proposal
was not approved by the general meeting of the Company’s shareholders, as reported on the Company’s Current Report
on Form 8-K filed on September 30, 2019.
Therefore,
on October 22, 2019, the Company received a written notice from Nasdaq indicating that the Company has not regained compliance
with Listing Rule 5550(a)(2) and that accordingly, its securities will be delisted from Nasdaq. In that regard, pursuant to such
letter, unless the Company timely requests a hearing before the Nasdaq Hearings Panel, or the Panel, trading of the Company’s
Ordinary Shares will be suspended at the opening of business on October 31, 2019, and a Form 25-NSE will be filed, which will
remove the Company’s securities from listing and registration on Nasdaq.
The
Company does not plan to request a hearing before the Panel. The Company has applied to list its Ordinary Shares on the OTCQX®
market under the symbol “OTIV” effective October 31, 2019. No assurance can be given that the Company’s application
will be approved. If the Company’s application is not approved, immediately after the delisting from Nasdaq, the Company
currently expects that its Ordinary Shares will be traded on the Pink market.
The
Company currently expects to continue to make all required SEC filings and remain subject to SEC rules and regulations applicable
to reporting companies under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Safe
Harbor / Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 and other Federal securities laws. Any statements that are not statements of historical fact should be considered
forward looking statements. For example, the Company is using forward-looking statements when the Company discusses, among others,
its expectation to list its Ordinary Shares on the OTCQX market and to continue to make all required SEC filings. However, the
OTCQX market may not approve the Company’s application or the Company may decide not to have its Ordinary Shares traded
on the OTCQX market, or the Company may not continue to make required SEC filings or remain subject to the Exchange Act. Forward-looking
statements are made as of the date of this document and are inherently subject to risks and uncertainties which could cause actual
results to differ materially from those in the forward-looking statements. Additional factors that could cause actual results
to differ materially from those anticipated by the Company’s forward-looking statements are stated under the caption “Risk
Factors” in the Company’s most recent Annual Report (Form 10-K) and other known and unknown uncertainties and risk
factors including those detailed from time to time in the Company’s filings with the Securities and Exchange Commission.
Forward-looking statements are made as of the date of this Current Report, and the Company expressly disclaims any obligation
or undertaking to update forward-looking statements. The reader is cautioned not to place undue reliance on forward-looking statements.