Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
June 26 2017 - 4:17PM
Edgar (US Regulatory)
Prospectus
Supplement
(To Prospectus dated
August
4, 2014 and
Prospectus
Supplement dated July 1, 2016)
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Filed
pursuant to Rule 424(b)(2)
Registration
No. 333-196760
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95,886
Shares of Common Stock
Pursuant
to this prospectus supplement
,
the accompanying prospectus supplement
filed July
1,
2016
, and the accompanying prospectus, we are offering
95,886
shares of common stock to YA II PN Ltd., or YA II, at a price of $1.0429 per
share, pursuant to our previously announced Standby Equity Distribution Agreement, or SEDA, dated June 30, 2016 with YA II.
The total purchase price and proceeds we will receive from the sale of these shares is $100,000. The purchase price
for the shares issued under this prospectus supplement is determined in accordance with the
SEDA,
and represents 98.5% of the lowest daily VWAP during the five consecutive trading days after
the
date of
the advance notice that is greater than or equal
to the minimum acceptable price. “VWAP” means, as of any date, the daily dollar volume-weighted average
price for such security as reported by Bloomberg, L.P.
These
shares are being issued as part of the commitment by YA II to purchase, from time to time, at our option, up to $
2,390,000
of shares of our common stock pursuant to the SEDA.
We
expect to issue the
95,886
shares
to YA II on or about June 26, 2017.
In
addition to our issuance of common shares to YA II pursuant to the SEDA, this prospectus supplement, the accompanying prospectus
supplement and the accompanying prospectus also cover the resale of those shares by YA II to the public. YA II may be deemed to
be an “underwriter” within the meaning of the Securities Act of 1933, as amended. For additional information
on the methods of sale that may be used by YA II, see the section entitled “Plan of Distribution” on page S
-
9
of the prospectus supplement dated July
1,
2016.
Our
common stock is listed on The NASDAQ Capital Market under the symbol “MICT”. The last reported sale price
of our common stock on The NASDAQ Capital Market on June 23, 2017 was $1.04 per share.
As
of June 30, 2016, the date that we entered into the SEDA, the aggregate market value of our outstanding common stock held by non-affiliates
was $7,118,996 based on a per share price of $2.181, based on 5,896,376 shares of outstanding common stock
.
As
of the date hereof, as a result of entering into the SEDA, we have offered securities with an aggregate market value of $2,390,000,
and we have sold $1,411,750 of our securities, pursuant to General Instruction I.B.6. of Form S-3 during the prior twelve calendar
month period.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-
6
of the accompanying prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement, the accompanying prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
June
26, 2017
THE
OFFERING
Shares
of Common Stock offered
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95,886
shares of common stock of Micronet Enertec Technologies Inc.
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Purchaser
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YA
II PN Ltd., pursuant to the Standby Equity Distribution Agreement dated June 30, 2016.
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Purchase
price
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$1.0429
per share, for an aggregate of $100,000. The price per share is determined in accordance with the SEDA, and represents
98.5% of the lowest daily VWAP during the five consecutive trading days after the date of the advance notice. “VWAP”
means, as of any date, the daily dollar volume-weighted average price for such security as reported by Bloomberg, L.P. The
“advance notice” for this portion was delivered June 14, 2017.
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Settlement
date
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On
or about
June 26, 2017.
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Use
of proceeds
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We
intend to use the net proceeds from this offering for working capital and general corporate purposes, which may include repayment
of certain existing debts. See “Use of Proceeds” in the accompanying prospectus supplement.
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Symbol
for our common stock on the Nasdaq Capital Market
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“MICT”
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Resale
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This
prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus also cover the resale of shares
by YA II to the public. See “Plan of Distribution” in the accompanying prospectus supplement.
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