UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

Commission File Number: 001-35850

CUSIP Number: 55328R109

 

  (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q
    ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
     
    For Period Ended: March 31, 2019
     
    ☐  Transition Report on Form 10-K
    ☐  Transition Report on Form 20-F
    ☐  Transition Report on Form 11-K
    ☐  Transition Report on Form 10-Q
    ☐  Transition Report on Form N-SAR
     
    For the Transition Period Ended:

   

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I
REGISTRANT INFORMATION

 

MICT, Inc.

Full Name of Registrant

 

Former Name if Applicable

 

28 West Grand Avenue, Suite 3

Address of Principal Executive Office ( Street and Number )

 

Montvale, New Jersey 07645

City, State and Zip Code

   

 

 

    

PART II
RULE 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

 

  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III
NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

MICT, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the period ended March 31, 2019 (the “Quarterly Report”). The Company has determined that, due in part to the change described in Part IV below, it is unable to file the Quarterly Report within the prescribed time period without unreasonable effort or expense. Additional time is necessary as the Company is still working on the completion of the financial statements for the period ended March 31, 2019.

 

The Company currently expects to file the Quarterly Report within the 5 calendar day extension period provided by Rule 12b-25.

 

PART IV

OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

David Lucatz (201) 225-0190

(Name) (Area Code) (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). Yes ☒ No ☐

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

Yes ☒ No ☐

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

As of February 24, 2019, the Company held a voting interest of 39.53% in Micronet Ltd. (“Micronet”), its previously majority owned subsidiary. The Company’s voting interests in Micronet were diluted as a result of a public offering conducted by Micronet on the Tel-Aviv Stock Exchange. As a result of the Company’s diluted interest in Micronet, the Company will not be including Micronet’s operating results in its consolidated financial statements for the month of March 2019, and therefore the Company expects a significant change in results of operations for the period ended March 31, 2019.

  

2

 

    

MICT, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 15, 2019  By:   /s/ David Lucatz
  David Lucatz
  President and Chief Executive Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

  

3

 

    

ATTENTION

 

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

 

 

 

   

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