Current Report Filing (8-k)
July 31 2019 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 29, 2019
MICT, INC.
(Exact name of registrant as specified
in its charter)
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DELAWARE
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001-35850
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27-0016420
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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28 West Grand Avenue, Suite 3, Montvale, New Jersey
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07645
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(Address of principal executive offices)
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(Zip Code)
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(201) 225-0190
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions(
see
General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.001 per share
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MICT
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in 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 3.03 Material Modification to Rights of Security Holders
The disclosure in Item 5.03 is incorporated
herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
As previously disclosed, on June 4, 2019, MICT,
Inc. (the “Company”) entered into a Securities Purchase Agreement with the purchasers named therein (the “Preferred
Purchasers”), pursuant to which the Company agreed to sell 3,181,818 shares of newly designated Series A Convertible Preferred
Stock with a stated value of $2.20 per share (the “Preferred Stock”). The Preferred Stock, which shall be convertible
into up to 6,363,636 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), shall
be sold together with certain Common Stock purchase warrants (the “Preferred Warrants”) to purchase up to 4,772,727
shares of Common Stock (representing 75% of the aggregate number of shares of Common Stock into which the Preferred Stock shall
be convertible), for aggregate gross proceeds of $7 million to the Company (the “Preferred Offering”).
In connection with the Preferred Offering, the
Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the
“Certificate of Designation”) with the Secretary of State of the State of Delaware (the “Delaware SOS”)
on July 29, 2019 to designate the rights and preferences of up to 3,181,818 shares of Preferred Stock.
The foregoing description of the Certificate
of Designation does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Designations
as filed with the Delaware SOS, which is filed herewith as
Exhibit 3.1
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Item 7.01 Regulation FD Disclosure
On July 31, 2019, the Company issued a press
release announcing the First Closing (as defined below). A copy of the press release is furnished herewith as
Exhibit 99.1.
Item 8.01
Other Events.
As previously disclosed,
on April 8, 2019, the Company received a written notice from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that
the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”),
as the Company’s stockholders’ equity, as reported on the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2018, was below the Minimum Stockholders’ Equity Requirement of $2.5 million. Further, as of April
8, 2019, the Company did not meet the alternative compliance standards relating to the market value of listed securities or net
income from continuing operations.
On July 29, 2019, the Company
completed the first closing in the Preferred Offering (the “First Closing”), pursuant to which it sold $5,250,000 of
Preferred Stock and accompanying Preferred Warrants to certain Preferred Purchasers. As a result of the First Closing, the Company
believes that it is now in compliance with the Minimum Stockholders’ Equity Requirement of $2.5 million for continued listing
as set forth in Nasdaq Listing Rule 5550(b)(1), and therefore satisfies the applicable requirement for continued listing on The
Nasdaq Capital Market. Nasdaq will continue to monitor the Company’s ongoing compliance with the Stockholders Equity Requirement
and, if at the time of its next periodic report the Company does not evidence compliance, then it may be subject to delisting.
Item 9.01 Financial Statements and Exhibits.
(d)
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
hereunto duly authorized.
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MICT, INC.
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Dated: July 31, 2019
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By:
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/s/ David Lucatz
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Name: David Lucatz
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Title: President and Chief Executive Officer
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