Item 7.01 Regulation
FD Disclosure.
On February 24, 2019,
Micronet Ltd. (the “Subsidiary”), a subsidiary in which MICT, Inc. (the “Company”) has a controlling interest,
announced that it closed a public equity offering on the Tel Aviv Stock Exchange (“TASE”) pursuant to the Subsidiary’s
shelf prospectus, which became effective in July 2018 (the “Transaction”). The Subsidiary sold 11,500 units (the “Units”)
in the Transaction, with each Unit consisting of 1,000 ordinary shares and 400 options (with each option exercisable based on a
1:1 ratio and exercisable until August 2020), at a price of 435 NIS per Unit.
The Subsidiary raised
a total of 5,002,500 NIS (approximately $1,400,000) in aggregate gross proceeds for the issuance of 11,500 Units, which included
an aggregate of 11,500,000 ordinary shares and 4,600,000 options. The Subsidiary reported that the Transaction was oversubscribed.
The securities sold
in the Transaction were not registered under the Securities Act of 1933, as amended, or state securities laws, and may not be offered
or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable
exemption from such registration requirements. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation
of an offer to buy the Subsidiary’s securities and shall not constitute an offer, solicitation or sale of any securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In addition to the
above, on February 21, 2019, the Subsidiary announced in Israel that, based on a preliminary review of its financial statements
for the period ended December 31, 2018, the Subsidiary estimates its revenues for the fiscal year ended December 31, 2018 to be
between $13.9 and to $14.2 million in comparison to revenues of $18.4 million for the fiscal year ended December 31, 2017. Also
on February 21, 2019, the Subsidiary announced in Israel that it expects to incur a loss for the fiscal year ended December 31,
2018 (the “2018 Loss”). The Subsidiary also estimates that it will be required to fully reduce the accounting balance
of intangible assets on its balance sheet.
The Subsidiary estimates
that the 2018 Loss is mainly due to a decline in sales in the second half of 2018, and is mainly attributed to a delay in the launch
of the Subsidiary’s new product line, loss of customers, provision for doubtful debts and lower than expected demand by the
Subsidiary’s customers.
The Subsidiary has
stated that the foregoing announcement relating to the estimated revenues for the fiscal year ended December 31, 2018 and the 2018
Loss are based solely on its initial estimates based on prior practice and the Subsidiary is currently in the final stages of gathering,
analyzing and auditing financial information relating to its financial statements for the fiscal year ended December 31, 2018.
Warning Concerning
Forward Looking Statements
This Current Report
on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 and federal securities laws. These forward-looking statements include, but are not limited to, those
statements regarding the estimated revenues and 2018 Loss of the Subsidiary for the fiscal year ended December 31, 2018. The Subsidiary’s
actual results may differ from the estimates contained herein. These forward-looking statements and their implications are based
on the current expectations of the management of the Company only, and are subject to a number of factors and uncertainties that
could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements
contained in this Current Report on Form 8-K are subject to risks and uncertainties, including those discussed in the Company’s
reports filed from time to time with the SEC. Except as otherwise required by law, the Company undertakes no obligation to publicly
release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.