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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):  ☐

Explanatory Note

On September 3, 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(Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 September 3, 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: September 3, 2024

Exhibit List
    
     


Exhibit 99.1

3 September 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) (“Nexxen” or the “Company”), a global, unified advertising technology platform with deep expertise in video and Connected TV (“CTV”), announces 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 Ordinary Shares (the "Share Sale") in order to cover the tax obligations triggered by the vesting of PSUs announced on 20 August 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
18,156
18,942
29,518
16,538
44,936
17,658
12,960
5,012
$3.6230
$3.6877
$3.8676
$3.9774
$4.0466
$3.9629
$3.8684
$3.8451
4,673,355
3.45%

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
Tel: +44 20 7390 0230 or nexxen@vigoconsulting.com

Cavendish Capital Markets Limited
Jonny Franklin-Adams / Seamus Fricker / Rory Sale (Corporate Finance)
Tim Redfern / Jamie Anderson (ECM)
Tel: +44 20 7220 0500

About Nexxen

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.

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
Performance 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)
   
$3.6230
$3.6877
$3.8676
$3.9774
$4.0466
$3.9629
$3.8684
$3.8451
18,156
18,942
29,518
16,538
44,936
17,658
12,960
5,012
     
d)
Aggregated information:
• Aggregated volume
• Price
 
163,720 Ordinary Shares
636,791.23
e)
Date of the transaction
20 August 2024
21 August 2024
22 August 2024
23 August 2024
26 August 2024
27 August 2024
28 August 2024
29 August 2024
f)
Place of the transaction
NASDAQ Global Market