Current Report Filing (8-k)
January 21 2020 - 4:58PM
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):
January 21, 2020
MICT, INC.
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(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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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:
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 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 Definitive Agreement.
On January 21, 2020, MICT, Inc.,
a Delaware corporation (the “Company”), entered into a Conversion Agreement with BNN Technology
PLC, a United Kingdom Private Company (“BNN”), pursuant to which BNN agreed to convert the outstanding
convertible note, issued on July 31, 2019, into 1,818,181 shares of the Company’s newly-designated Series B Preferred Stock,
par value $0.001 per share, with a stated value of $1.10 per share (the “Series B Preferred”) (collectively,
the “Conversion”).
The Series B Preferred shall be convertible
into shares of the Company’s common stock, par value $0.001 per share, at any time after the Company shall have received
shareholder approval, and shall also convert automatically upon the occurrence of certain events, including the completion by
the Company of a fundamental transaction. The Series B Preferred shall be non-voting and non-redeemable.
As a result of (i) the Conversion
and (ii) the recent receipt of $1,750,000 in connection with the sale and issuance of additional shares of Series A Preferred
Stock, par value $0.001 per share, pursuant to that certain Securities Purchase Agreement entered into by and among the Company
and certain purchasers on June 4, 2019, the Company’s stockholders’ equity as of the date of this Current Report on
Form 8-K exceeds $5 million.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
In accordance with the Conversion, the Company
filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred (the “Certificate
of Designation”) with the Secretary of State of the State of Delaware (the “Delaware SOS”)
on January 21, 2020 to designate the rights and preferences of up to 1,818,181 shares of Series B Preferred.
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.
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: January 21, 2020
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By:
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/s/ David Lucatz
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Name:
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David Lucatz
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Title:
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President and Chief Executive Officer
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2
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