Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of September 2024

Commission File Number 001-40504

Nexxen International Ltd.

(Translation of registrant’s name into English)

82 Yigal Alon Street, Tel Aviv 6789124, Israel

 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

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Explanatory Note

On September 25, 2024, September 26, 2024, and September 27, 2024, the Company issued announcements titled “Share buyback-transaction in own shares” pursuant to the AIM Market Rules, copies of which are attached as Exhibit 99.1, 99.2, and 99.3 to this Form 6-K.

The information in this report of foreign private issuer on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form S-8 (Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit 99.1		Company announcement dated September 25, 2024, “Share buyback-transaction in own shares”.
Exhibit 99.2   Exhibit 99.3		Company announcement dated September 26, 2024, “Share buyback-transaction in own shares”.   Company announcement dated September 27, 2024, “Share buyback-transaction in own shares”.

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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, thereunto duly authorized.

Nexxen International Ltd.

By:	/S/ Sagi Niri

Name:

Sagi Niri

Title:

Chief Financial Officer

Date: September 30, 2024

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Exhibit List
Exhibit 99.1		Company announcement dated September 25, 2024, “Share buyback-transaction in own shares”.
Exhibit 99.2		Company announcement dated September 26, 2024, “Share buyback-transaction in own shares”.
Exhibit 99.3		Company announcement dated September 27, 2024, “Share buyback-transaction in own shares”.

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Exhibit 99.1

25 September 2024

Nexxen International Ltd

(“Nexxen” or the “Company”)

Share buyback-transaction in own shares

Nexxen International Ltd. (AIM/NASDAQ: NEXN) ("Nexxen" or the "Company"), a global, unified advertising technology platform with deep expertise in video and Connected TV (“CTV”), announces that on 24 September 2024 it bought-back 100,000 ordinary shares of NIS0.01 each in the capital of the Company ("Ordinary Shares") in the AIM market at an average price of 304.81 pence per Ordinary Share. The Ordinary Shares were acquired through Cavendish Capital Markets Limited, pursuant to the Company’s Buyback Programme on the AIM market as announced on 7 May 2024. These Ordinary Shares were purchased through the Company’s subsidiary, Nexxen Group Ltd. and will not have any voting rights under the Israeli Companies Law as long as such shares are held by a Company subsidiary.

Total Voting Rights

For the purposes of the Financial Conduct Authority’s Disclosure and Transparency Rules, Nexxen notifies the market that as at the date of this announcement, the Company’s issued share capital consists of 196,713,321 ordinary shares with a nominal value of NIS0.01 each (“Ordinary Shares”), with (i) 5,312,179 of such Ordinary Shares held by a subsidiary of the Company without voting rights under the Israeli Companies Law, and (ii) 56,679,351 of such Ordinary Shares  held by the Company and classified as dormant shares in Treasury under the Israeli Companies Law (without any rights attached thereon). Therefore, the total number of Ordinary Shares with voting rights is 134,721,791.

The above figure of 134,721,791 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

 

For further information please contact:

Nexxen International Ltd.
Billy Eckert, Vice President of Investor Relations

[e-mail]

Caroline Smith, Vice President of Communications
[e-mail]

KCSA (U.S. Investor Relations)
David Hanover, Investor Relations
[e-mail]

Vigo Consulting (U.K. Financial PR & Investor Relations)
Jeremy Garcia / Peter Jacob
Tel: [phone] or [e-mail]

Cavendish Capital Markets Limited

Jonny Franklin-Adams / Seamus Fricker / Rory Sale (Corporate Finance)
Tim Redfern / Jamie Anderson (ECM)
Tel: [phone]

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014. The Company confirms that it is no longer in possession of any unpublished price sensitive information.

 

About Nexxen International

Nexxen empowers advertisers, agencies, publishers and broadcasters around the world to utilize data and advanced TV in the ways that are most meaningful to them. Our flexible and unified technology stack comprises a demand-side platform (“DSP”) and supply-side platform (“SSP”), with the Nexxen Data Platform at its core. With streaming in our DNA, Nexxen’s robust capabilities span discovery, planning, activation, monetization, measurement and optimization – available individually or in combination – all designed to enable our partners to reach their goals, no matter how far-reaching or hyper niche they may be.

Nexxen is headquartered in Israel and maintains offices throughout the United States, Canada, Europe and Asia-Pacific, and is traded on the London Stock Exchange (AIM: NEXN) and NASDAQ (NEXN). For more information, visit www.nexxen.com.

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Exhibit 99.2

26 September 2024

Nexxen International Ltd

(“Nexxen” or the “Company”)

Share buyback-transaction in own shares

Nexxen International Ltd. (AIM/NASDAQ: NEXN) ("Nexxen" or the "Company"), a global, unified advertising technology platform with deep expertise in video and Connected TV (“CTV”), announces that on 25 September 2024 it bought-back 100,000 ordinary shares of NIS0.01 each in the capital of the Company ("Ordinary Shares") in the AIM market at an average price of 303.51 pence per Ordinary Share. The Ordinary Shares were acquired through Cavendish Capital Markets Limited, pursuant to the Company’s Buyback Programme on the AIM market as announced on 7 May 2024. These Ordinary Shares were purchased through the Company’s subsidiary, Nexxen Group Ltd. and will not have any voting rights under the Israeli Companies Law as long as such shares are held by a Company subsidiary.

Total Voting Rights

For the purposes of the Financial Conduct Authority’s Disclosure and Transparency Rules, Nexxen notifies the market that as at the date of this announcement, the Company’s issued share capital consists of 196,713,321 ordinary shares with a nominal value of NIS0.01 each (“Ordinary Shares”), with (i) 5,412,179 of such Ordinary Shares held by a subsidiary of the Company without voting rights under the Israeli Companies Law, and (ii) 56,679,351 of such Ordinary Shares  held by the Company and classified as dormant shares in Treasury under the Israeli Companies Law (without any rights attached thereon). Therefore, the total number of Ordinary Shares with voting rights is 134,621,791.

The above figure of 134,621,791 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

For further information please contact:

Nexxen International Ltd.
Billy Eckert, Vice President of Investor Relations

[e-mail]

 

Caroline Smith, Vice President of Communications
[e-mail]

KCSA (U.S. Investor Relations)
David Hanover, Investor Relations
[e-mail]

Vigo Consulting (U.K. Financial PR & Investor Relations)
Jeremy Garcia / Peter Jacob
Tel: [phone] or [e-mail]

Cavendish Capital Markets Limited

Jonny Franklin-Adams / Seamus Fricker / Rory Sale (Corporate Finance)
Tim Redfern / Jamie Anderson (ECM)
Tel: [phone]

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014. The Company confirms that it is no longer in possession of any unpublished price sensitive information.

 

About Nexxen International

Nexxen empowers advertisers, agencies, publishers and broadcasters around the world to utilize data and advanced TV in the ways that are most meaningful to them. Our flexible and unified technology stack comprises a demand-side platform (“DSP”) and supply-side platform (“SSP”), with the Nexxen Data Platform at its core. With streaming in our DNA, Nexxen’s robust capabilities span discovery, planning, activation, monetization, measurement and optimization – available individually or in combination – all designed to enable our partners to reach their goals, no matter how far-reaching or hyper niche they may be.

Nexxen is headquartered in Israel and maintains offices throughout the United States, Canada, Europe and Asia-Pacific, and is traded on the London Stock Exchange (AIM: NEXN) and NASDAQ (NEXN). For more information, visit www.nexxen.com.

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Exhibit 99.3

27 September 2024

Nexxen International Ltd

(“Nexxen” or the “Company”)

Share buyback-transaction in own shares

Nexxen International Ltd. (AIM/NASDAQ: NEXN) ("Nexxen" or the "Company"), a global, unified advertising technology platform with deep expertise in video and Connected TV (“CTV”), announces that on 26 September 2024 it bought-back 100,000 ordinary shares of NIS0.01 each in the capital of the Company ("Ordinary Shares") in the AIM market at an average price of 298.02 pence per Ordinary Share. The Ordinary Shares were acquired through Cavendish Capital Markets Limited, pursuant to the Company’s Buyback Programme on the AIM market as announced on 7 May 2024. These Ordinary Shares were purchased through the Company’s subsidiary, Nexxen Group Ltd. and will not have any voting rights under the Israeli Companies Law as long as such shares are held by a Company subsidiary.

Total Voting Rights

For the purposes of the Financial Conduct Authority’s Disclosure and Transparency Rules, Nexxen notifies the market that as at the date of this announcement, the Company’s issued share capital consists of 196,713,321 ordinary shares with a nominal value of NIS0.01 each (“Ordinary Shares”), with (i) 5,512,179 of such Ordinary Shares held by a subsidiary of the Company without voting rights under the Israeli Companies Law, and (ii) 56,679,351 of such Ordinary Shares  held by the Company and classified as dormant shares in Treasury under the Israeli Companies Law (without any rights attached thereon). Therefore, the total number of Ordinary Shares with voting rights is 134,521,791.

The above figure of 134,521,791 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

For further information please contact:

Nexxen International Ltd.
Billy Eckert, Vice President of Investor Relations

[e-mail]

Caroline Smith, Vice President of Communications
[e-mail]

 

KCSA (U.S. Investor Relations)
David Hanover, Investor Relations
[e-mail]

Vigo Consulting (U.K. Financial PR & Investor Relations)
Jeremy Garcia / Peter Jacob
Tel: [phone] or [e-mail]

Cavendish Capital Markets Limited

Jonny Franklin-Adams / Seamus Fricker / Rory Sale (Corporate Finance)
Tim Redfern / Jamie Anderson (ECM)
Tel: [phone]

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014. The Company confirms that it is no longer in possession of any unpublished price sensitive information.

 

About Nexxen International

Nexxen empowers advertisers, agencies, publishers and broadcasters around the world to utilize data and advanced TV in the ways that are most meaningful to them. Our flexible and unified technology stack comprises a demand-side platform (“DSP”) and supply-side platform (“SSP”), with the Nexxen Data Platform at its core. With streaming in our DNA, Nexxen’s robust capabilities span discovery, planning, activation, monetization, measurement and optimization – available individually or in combination – all designed to enable our partners to reach their goals, no matter how far-reaching or hyper niche they may be.

Nexxen is headquartered in Israel and maintains offices throughout the United States, Canada, Europe and Asia-Pacific, and is traded on the London Stock Exchange (AIM: NEXN) and NASDAQ (NEXN). For more information, visit www.nexxen.com.

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