UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 24, 2020
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 of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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28 West Grand Avenue, Suite 3,
Montvale, New Jersey 07645
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (201) 225-0190
N/A
(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:
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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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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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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of exchange on which registered
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MICT, Inc. Common Shares
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MICT
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NASDAQ Capital Market
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EXPLANATORY NOTE
This Amendment No. 1
on Form 8-K/A (this “Form 8-K/A”) to our Current Report on Form 8-K filed with the Securities and Exchange Commission
on June 24, 2020 (the “Original Form 8-K”) is being filed to amend Item 9.01 to the Original Form 8-K to include certain
financial statements related to MICT, Inc.’s (the “Company”) acquisition of 5,999,996 shares of Micronet Ltd.’s
(“Micronet”) ordinary shares (the “Ordinary Shares”) in a tender offer (the “Tender Offer”)
for Micronet’s Ordinary Shares, and 10,334,000 Micronet Ordinary Shares in a public offering (the “Public Offering”)
of Micronet Ordinary Shares. Micronet’s Ordinary Shares are listed on the Tel Aviv Stock Exchange. The Company’s purchases
of the Micronet Ordinary Shares in the Tender Offer and in the Public Offering, increased the Company’s ownership stake in
Micronet to 53.9%, as reported on the Original Form 8-K. Except as set forth herein, no modifications have been made to the information
contained in the Original Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired.
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The audited financial statements of Micronet
as of and for the fiscal years ended December 31, 2019 and 2018 and the unaudited financial statements of Micronet as of the fiscal
quarter ended March 31, 2020 and for the three months ended March 31, 2020 and 2019 are filed as Exhibits 99.1 and 99.2, respectively,
and incorporated by reference herein. Such audited and unaudited financial statements of Micronet were prepared, as stated therein,
in accordance with International Financial Reporting Standards.
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(b)
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Pro Forma Financial Information.
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The unaudited pro forma condensed combined
balance sheet as of March 31, 2020, the unaudited pro forma condensed combined statement of operations for the three months ended
March 31, 2020, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019, are
filed here as Exhibit 99.3 and are incorporated herein by reference. Such unaudited pro forma financial
statements combine the financial statements of the Company, Micronet and Global Fintech Holdings, Inc. (“GFHI”), giving
effect to the Company’s purchase of the Micronet Ordinary Shares in the Tender Offer and the Public Offering, and the merger
of GFHI with and into a wholly-owned subsidiary of the Company, as if they had occurred on January 1, 2019 in respect of the unaudited
pro forma condensed combined statement of operations for the three months ended March 31, 2020, and for the year ended December
31, 2019, and on March 31, 2020 in respect of the unaudited pro forma condensed combined balance sheet.
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Exhibit No.
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Description
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23.1
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Consent of Ziv Haft, BDO Member firm.
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99.1
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The audited financial statements of Micronet as of and for the fiscal years ended December 31, 2019 and 2018 (incorporated by reference to the Company’s Definitive Proxy Statement of Schedule 14A, filed with the Securities Exchange Commission (the “Commission”) on August 12, 2020).
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99.2
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The unaudited financial statements of Micronet as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 (incorporated by reference to the Company’s Definitive Proxy Statement of Schedule 14A, filed with the Commission on August 12, 2020).
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99.3
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The
unaudited pro forma condensed combined balance sheet as of March 31, 2020 and the unaudited pro forma condensed combined
statements of operations for the three months ended March 31, 2020 and the year ended December 31, 2019 of the Company,
Micronet and GFHI (incorporated by reference to the Company’s Definitive Proxy Statement of Schedule 14A, filed with
the Commission on August 12, 2020).
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has 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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Date: September 3, 2020
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By:
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/s/
Darren Mercer
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Name: Darren Mercer
Title: Interim Chief Executive Officer
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