Current Report Filing (8-k)
January 24 2020 - 5:25PM
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 17, 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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.
In connection with that certain previously disclosed
Securities Purchase Agreement (the “Primary Purchase Agreement”) entered into on November 7, 2019 by and among
MICT, Inc., a Delaware corporation (the “Company”) and certain investors identified therein (the “Primary
Purchasers”), pursuant to which, among other things, the Primary Purchasers agreed, subject to satisfaction or waiver
of the conditions set forth in the Primary Purchase Agreement, to purchase from the Company certain 5% senior secured convertible
debentures due 2020 (the “Primary Convertible Debentures”) with an aggregate principal amount of approximately
$15.9 million, the Company has entered into the following additional material definitive agreements:
Primary Security Agreement
On January 17, 2020, the Company, certain of
its subsidiaries, the Primary Purchasers and the representative thereof, as collateral agent, entered into a security agreement
(the “Primary Security Agreement”). Pursuant to the Security Agreement, the Company and certain of its subsidiaries
granted to the Primary Purchasers a first priority security interest in, a lien upon and a right of set-off against all of their
personal property (subject to certain exceptions) to secure the Primary Convertible Debentures.
Primary Registration Rights Agreement
On January 17, 2020, the Company and each of
the Primary Purchasers entered into a registration rights agreement (the “Primary Registration Rights Agreement”).
Pursuant to the Primary Registration Rights Agreement, the Company has agreed to, among other things, (i) file a registration statement
(the “Resale Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
within seven business days following the filing of an initial proxy statement with respect to the contemplated merger by and among
the Company, GFH Intermediate Holdings Ltd., a British Virgin Islands company, and MICT Merger Subsidiary Inc., a to-be-formed
British Virgin Islands company and a wholly-owned subsidiary of MICT (the “Merger”), for purposes of registering
the shares of common stock issuable upon conversion of the Primary Convertible Debentures, and (ii) use
its best efforts to cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable after filing,
and in any event no later than the effectiveness of the Merger. The Primary Registration Rights Agreement contains customary terms
and conditions for a transaction of this type, including certain customary cash penalties on the Company for its failure to satisfy
the specified filing and effectiveness time periods.
The foregoing
description of the Primary Security Agreement and the Primary Registration Rights Agreement is qualified in its entirety by reference
to the Primary Security Agreement and the Primary Registration Rights Agreement, forms of which are filed as exhibits 10.1 and
10.2, respectively, to this Current Report on Form 8-K. The representations, warranties and covenants contained in the Primary
Security Agreement and the Primary Registration Rights Agreement were made only for purposes of such agreements and as of specific
dates, were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties.
Accordingly, the Primary Security Agreement and the Primary Registration Rights Agreement are incorporated herein by reference
only to provide information regarding the terms thereof, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on July 22, 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(a)(2), as the Company’s closing bid price for its common stock was below
$1.00 per share for the last 30 consecutive business days.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company was granted a 180-calendar day compliance period, or until January 20, 2020, to regain compliance with the minimum
bid price requirement. To regain compliance, the closing bid price of the Company’s common stock was required to meet or
exceed $1.00 per share for at least 10 consecutive business days during the 180-calendar day compliance period.
On January 23, 2020, the Company received a
written notice from Nasdaq that the Company had regained compliance with the bid price requirement as the Company’s common
stock met or exceeded $1.00 per share for least 10 consecutive business. As a result, the matter is now closed.
Item 9.01 Financial Statements and Exhibits.
(d)
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Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC (as defined below) upon request.
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1
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 24, 2020
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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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