SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 1, 2020
|(Exact name of registrant as specified in its
|(State or other jurisdiction
|28 West Grand
Avenue, Suite 3, Montvale, New Jersey
|(Address of principal executive offices)
(Registrant’s telephone number, including
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
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the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each
||Name of each
|Common Stock, par value $0.001 per share
||The Nasdaq Capital Market|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into Material
As previously announced, on April 21, 2020,
MICT, Inc., a Delaware corporation (“MICT” or the “Company”), entered into
a series of Note Purchase Agreements (the “Purchase Agreements”) with certain investors identified therein
(the “Purchasers”) pursuant to which, among other things, the Purchasers agreed, subject to the satisfaction
or waiver of the conditions set forth in the Purchase Agreement, to purchase from the Company certain convertible notes (the “Convertible
Notes”) with an aggregate principal amount of approximately $11.0 million. On July 8, 2020, the Company entered
into a series of additional Purchase Agreements with certain Purchasers pursuant to which such Purchasers agreed to purchase from
the Company Convertible Notes with an aggregate principal amount of approximately $4.0 million. As of the date hereof, the Company
has entered into Purchase Agreements to sell Convertible Notes with an aggregate principal amount of approximately $15 million
(collectively, the “Convertible Note Offering”).
The Convertible Notes shall be convertible
into shares of common stock of the Company at a conversion price of $1.10 per share (the “Conversion Shares”).
The Convertible Notes will generally be due two years from the date of issuance, except that certain convertible notes will be
due five years from the date of issuance. The Company is obligated to pay interest to the Purchasers on the outstanding principal
amount at the rate of 1.0% per annum, payable on each conversion date, in cash or, at the Company’s option, in shares of
common stock. Subject to approval of the Company’s stockholders, the Convertible Notes shall be convertible into shares
of common stock. Upon the occurrence of certain events, the Purchasers are permitted to require the Company to redeem the Convertible
Notes, including any interest that has accrued thereunder, for cash.
The Purchase Agreements provide for customary
registration rights, pursuant to which the Company will be obligated to, among other things, (i) file a registration statement
(the “Resale Registration Statement”) with the SEC within 180 days following the closing of the Convertible
Note Offering for purposes of registering the Conversion Shares and (ii) use its commercially reasonable efforts to cause the
Resale Registration Statement to be declared effective by the SEC as soon as practicable after filing.
The securities sold in the Convertible
Note Offering shall be issued in reliance on an exemption from registration under Section 4(a)(2) the Securities Act of 1933,
as amended, and Regulation D promulgated thereunder.
The foregoing description of the Convertible
Note Offering is qualified in its entirety by reference to the Form of Purchase Agreement and the Form of Convertible Note (the
“Convertible Note Transaction Documents”), copies of which were filed as exhibits 10.1 and 4.1, respectively,
to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2020. The representations, warranties
and covenants contained in the Convertible Note Transaction Documents were made only for purposes of such agreements and as of
specific dates, were solely for the benefit of the parties to the Convertible Note Transaction Documents, and may be subject to
limitations agreed upon by the contracting parties. Accordingly, the Convertible Note Transaction Documents are incorporated herein
by reference only to provide information regarding the terms of the Convertible Note Transaction Documents, and not to provide
any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in
the Company’s periodic reports and other filings with the SEC.
Item 2.01 Completion of Acquisition or Disposition of Assets
On July 1, 2020, the Company completed
its acquisition (the “Acquisition”) of GFH Intermediate Holdings Ltd., a British Virgin Islands company
(“Intermediate”), pursuant to the previously announced Agreement and Plan of Merger entered into on
November 7, 2019 by and between the Company, Intermediate, Global Fintech Holding Ltd., a British Virgin Islands company and the
sole shareholder of Intermediate (“GFH”), and MICT Merger Subsidiary Inc., a British Virgin Islands
company and a wholly owned subsidiary of MICT (“Merger Sub”), as amended and restated on April 15, 2020
(the “Restated Merger Agreement”). As described in the Restated Merger Agreement, upon consummation
of the Acquisition, each outstanding share of Intermediate was cancelled in exchange for a convertible promissory note in the
principal amount of $25,000,000 (the “Consideration Note”), which Convertible Note shall be convertible
into shares of common stock of MICT at a conversion price of $1.10 per share, subject to stockholder approval.
The foregoing description of the Merger
Agreement is qualified in its entirety by reference to the provisions of the Restated Merger Agreement, a copy of which was filed
as Exhibit 2.1 to the Current Report on Form 8-K filed by MICT with the Securities and Exchange Commission on April 21, 2020.
Prior to the completion of the Acquisition,
the Company’s business related exclusively to that of its Israel-based subsidiary Micronet Ltd. (“Micronet”),
which operates in the growing commercial Mobile Resource Management market. Micronet, through both its Israeli and U.S. operational
offices, designs, develops, manufactures and sells rugged mobile computing devices that provide fleet operators and field workforces
with computing solutions in challenging work environments.
is a financial technology company with a significant China marketplace. Intermediate is currently in the process of building various
platforms for business opportunities in various verticals and technology segments, including the online trading of stock, oil
and gas, and recyclable metal and insurance brokerage (collectively, the “Platforms”).
Leveraging the Intermediate management team’s
extensive business experience in China and its deep connections with certain of China’s leading government agencies and provincial
and local government departments as well as the contracts secured in valuable market segments, MICT, through its acquisition of
Intermediate, plans to launch the Platforms initially in China and, thereafter, to other areas of the world. MICT aims, and
believes that Intermediate has been well positioned, to establish itself as an operator of leading fin-tech platforms, and it intends
to continuously improve the capabilities of such platforms through further acquisitions or license of technologies.
Item 3.02 Unregistered Sales of Equity Securities.
The information called for by this Item
3.02 is contained in Items 1.01 and 2.01, which are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 1, 2020, the Company issued a press
release to announce the completion of the Acquisition and that the Company has entered into Purchase Agreements to sell Convertible
Notes with an aggregate principal amount of approximately $15 million.
Item 9.01 Financial Statements and
(a) Financial Statements of Business
The financial statements
required by Item 9.01(a) of Form 8-K, if any, will be filed by amendment no later than 71 calendar days after the date this Current
Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial
information required by Item 9.01(b) of Form 8-K, if any, will be filed by amendment no later than 71 calendar days after the
date this Current Report on Form 8-K is required to be filed.
||Amended and Restated Agreement and Plan of Merger, dated as of April 15, 2020, by and among the Company, Intermediate and GFH (incorporated by reference to MICT’s Form 8-K filed with the Securities and Exchange Commission on April 21, 2020).*|
||Form of Convertible Notes (incorporated by reference to MICT’s Form 8-K filed with the Securities and Exchange Commission on April 21, 2020). |
||Form of Securities Purchase Agreement, dated as of April 15, 2020, by and between the Company and the Purchasers listed therein (incorporated by reference to MICT’s Form 8-K filed with the Securities and Exchange Commission on April 21, 2020).|
||Press Release dated July 1, 2020.|
* Certain schedules and exhibits to this
agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. MICT, Inc. agrees to furnish a supplemental copy of
any omitted schedule to the SEC (as defined below) upon request.
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
hereunto duly authorized.
|Dated: July 8, 2020
||/s/ Darren Mercer|
||Name: Darren Mercer|
||Title: Interim Chief Executive Officer|