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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 July 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):  ☐

Explanatory Note

On July 10, 2024, the Company issued an announcement titled “Director Dealings Pursuant to Previously Established Non-Discretionary Plans to Trade Under Rule 10b-5” pursuant to the AIM Market Rules, a copy of which is attached as Exhibit 99.1 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(Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 July 10, 2024, “Director Dealings Pursuant to Previously Established Non-Discretionary Plans to Trade Under Rule 10b-5”.

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: July 10, 2024

Exhibit List
    
     


Exhibit 99.1

10 July 2024
 
Nexxen International Ltd
 
("Nexxen" or the "Company")
 
 Director Dealings Pursuant to Previously Established Non-Discretionary Plans to Trade Under Rule 10b-5
 
Nexxen International Ltd. (AIM/NASDAQ: NEXN), a global, unified advertising technology platform with deep expertise in video and Connected TV (“CTV”), announces that pursuant to previously established non-discretionary plans to trade in the Company's Ordinary Shares in accordance with the terms of Rule 10b5-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the "Rule 10b5-1 Plans"), Ofer Druker, the Company's Chief Executive Officer, has sold shares (the "Share Sale") of NIS0.01 each in the capital of the Company, in order to cover the tax obligations triggered by the vesting of RSUs announced on 25 June 2024. Full details of the Share Sale are detailed in the table below.
 
Director
Position
Ordinary Shares Sold
Share Sale Price
Resultant Holding
% of total voting rights
Ofer Druker
Chief Executive Officer
4,232
4,374
4,656
8,326
11,376
14,042
6,132
14,924
8,298
5,850
$2.9557
$2.8577
$2.8612
$2.8346
$2.9497
$2.9298
$2.9873
$3.0639
$3.0021
$2.9828
4,543,311
3.28%

For further information please contact:

Nexxen International Ltd.
Billy Eckert, Vice President of Investor Relations
ir@nexxen.com

Caroline Smith, Vice President of Communications
csmith@nexxen.com

KCSA (U.S. Investor Relations)
David Hanover, Investor Relations
nexxenir@kcsa.com

Vigo Consulting (U.K. Financial PR & Investor Relations)
Jeremy Garcia
Peter Jacob
Aisling Fitzgerald
Tel: +44 20 7390 0230 or nexxen@vigoconsulting.com

Cavendish Capital Markets Limited
Jonny Franklin-Adams / Charlie Beeson / George Dollemore (Corporate Finance)
Tim Redfern / Harriet Ward (ECM)
Tel: +44 20 7220 0500

About Nexxen International
 
Nexxen International empowers advertisers, agencies, publishers and broadcasters around the world to utilize video and Connected TV in the ways that are most meaningful to them. Comprised of a demand-side platform (DSP), supply-side platform (SSP), ad server and data management platform (DMP), Nexxen delivers a flexible and unified technology stack with advanced and exclusive data at its core. Our robust capabilities span discovery, planning, activation, 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. For more information, visit nexxen.com.
 
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).
 

1. 
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Ofer Druker
2. 
Reason for the Notification
a)
Position/status
Chief Executive Officer
b)
Initial notification/Amendment
Initial
3. 
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Nexxen International Ltd
b)
LEI
213800ZNSR7AIJZ2J557
4. 
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Restricted Stock Units over Ordinary Shares of NIS 0.01 each
Identification code
IL0011320343
b)
Nature of the transaction
Sale of Ordinary Shares
c)
Price(s) and volume(s)
Price(s)
Volume(s)
  
   
$2.9557
$2.8577
$2.8612
$2.8346
$2.9497
$2.9298
$2.9873
$3.0639
$3.0021
$2.9828
4,232
4,374
4,656
8,326
11,376
14,042
6,132
14,924
8,298
5,850
  
d)
Aggregated information:

• Aggregated volume

• Price


82,210 Ordinary Shares

$243,029.13
e)
Date of the transaction
25 June 2024
26 June 2024
27 June 2024
28 June 2024
01 July 2024
02 July 2024
03 July 2024
05 July 2024
08 July 2024
09 July 2024
f)
Place of the transaction
NASDAQ Global Market