If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
☒
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If this Form is a
post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a
post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 7(a)(2)(B) of Securities Act. ☐
SUBJECT TO COMPLETION,
DATED JANUARY 29, 2021
PROSPECTUS
MICT, Inc.
4,139,527 Shares of
Common Stock
This prospectus relates
to the resale by the selling stockholders of up to an aggregate of 4,139,527 shares of common stock, par value $0.001 per share
(the “Common Stock”), of MICT, Inc. (“MICT,” “we,” “us” or the “Company”).
We are registering
these shares on behalf of the selling stockholders, to be offered and sold by them from time to time, to satisfy certain registration
rights that we have granted to the selling stockholders. The selling stockholders identified in this prospectus, or their respective
transferees, pledgees or donees, or their respective successors, may offer the shares from time to time through public or private
transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The
selling stockholders may resell the shares of common stock directly or through one or more underwriters, broker-dealers or agents.
For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled “Plan
of Distribution” on page 9. For a list of the selling stockholders, see the section entitled “Selling Stockholders”
on page 7.
Our registration
of the shares of Common Stock covered by this prospectus does not mean that the selling stockholders will offer or sell any of
the shares. No underwriter or other person has been engaged to facilitate the sale of the shares in this offering. The selling
stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses,
if any, incurred for the sale of shares of our Common Stock.
We may amend or supplement
this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any
amendments or supplements carefully before you make your investment decision.
Our Common Stock is
listed on The Nasdaq Capital Market under the symbol “MICT.” The last reported sale price of our Common Stock on January
28, 2021 was $2.21 per share.
Investing in
our Common Stock is highly speculative and involves a significant degree of risk. Please consider carefully the specific factors
set forth under “Risk Factors” on page 3 of this prospectus and in our filings with the Securities and Exchange Commission
(the “SEC”).
Neither the SEC
nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of
the disclosures in this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is January
29, 2021
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant
to which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of Common
Stock (as defined below) covered by this prospectus. You should not assume that the information contained in this prospectus is
accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus
is delivered or shares are sold or otherwise disposed of on a later date. It is important for you to read and consider all information
contained in this prospectus, including the documents incorporated by reference herein, in making your investment decision. You
should also read and consider the information in the documents to which we have referred you under “Where You Can Find Additional
Information” and “Information Incorporated by Reference” in this prospectus.
We have not authorized
anyone to give any information or to make any representation to you other than those contained or incorporated by reference in
this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus.
This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our shares of Common Stock
other than the shares of Common Stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitation
of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required
to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable
to those jurisdictions.
Unless we have indicated
otherwise, or the context otherwise requires, references in this prospectus to “MICT,” the “Company,”
“we,” “us” and “our” refer to MICT, Inc.
PROSPECTUS SUMMARY
This summary description about us and
our business highlights selected information contained elsewhere in this prospectus or incorporated by reference into this prospectus.
It does not contain all the information you should consider before investing in our securities. Important information is incorporated
by reference into this prospectus. To understand this offering fully, you should read carefully the entire prospectus, including
“Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” together with the additional
information described under “Information Incorporated by Reference.”
OVERVIEW
MICT, Inc.
MICT, Inc.
28 West Grand Avenue, Suite 3
Montvale, New Jersey 07645
201-225-0190
MICT, Inc. was
formed as a Delaware corporation on January 31, 2002. On March 14, 2013, MICT changed its corporate name from Lapis Technologies,
Inc. to Micronet Enertec Technologies, Inc. On July 13, 2018, following the sale of its former subsidiary Enertec Systems Ltd.,
MICT changed its name from Micronet Enertec Technologies, Inc. to MICT, Inc. MICT’s shares have been listed for trade on
The Nasdaq Capital Market (“Nasdaq”) since April 29, 2013.
MICT’s wholly-owned
subsidiary, Global Fintech Holdings Intermediate Ltd., a British Virgin Islands company (“Intermediate”), believes
it has been well positioned to establish itself as a financial technology company with a significant China marketplace and in
other areas of the world. Intermediate has been in the process of building various platforms for business opportunities in various
verticals and technology segments it can capitalize on, and it will continue to add the capabilities of such platforms through
acquisition or license of technologies to support these efforts in the different market segments. By building secure, reliable
and scalable platforms with the high volume processing capability, Intermediate believes it is able to provide customized solutions
that address the needs of a very diverse client base.
Prior to its acquisition
of Intermediate in September 2020, MICT operated primarily through its Israel-based majority-owned subsidiary, Micronet Ltd. (“Micronet”).
Micronet operates in the growing commercial Mobile Resource Management (“MRM”) market. Micronet, through both its
Israeli and U.S. operational offices, designs, develops, manufactures and sells rugged mobile computing devices that provide fleet
operators and field workforces with computing solutions in challenging work environments. Micronet’s vehicle portable tablets
are designed to increase workforce productivity and enhance corporate efficiency by offering computing power and communication
capabilities that provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage. Furthermore, users
are able to manage the drivers in various aspects, such as: driver behavior, driver identification, reporting hours worked, customer/organization
working procedures and protocols, route management and navigation based on tasks and time schedule. End users may also receive
real time messages for various services, such as pickup and delivery, repair and maintenance, status reports, alerts, notices
relating to the start and ending of work, digital forms, issuing and printing of invoices and payments. Through its SmartHub product,
Micronet provides its consumers with services such as driver recognition, identifying and preventing driver fatigue, recognizing
driver behavior, preventive maintenance, fuel efficiency and an advanced driver assistance system. In addition, Micronet provides
third party telematics service providers, or “TSPs”, a platform to offer services such as “Hours of Service.”
Micronet previously commenced and continues to evaluate integration with other TSPs.
Micronet is currently
entering the video analytics device market by developing an all in-one video telematics device known as Micronet SmartCam. Micronet
SmartCam is based on the powerful and flexible Android platform, and is expected to be a ruggedized, integrated, and ready-to-go
smart camera supporting complete telematics features designed for in-vehicle use. Coupled with vehicle-connected interfaces, state
of the art diagnostic capabilities, and two cameras, it offers video analytics and telematics services addressing safety, vehicle
health, and tracking needs of commercial fleets. MICT believes that Micronet SmartCam provides a versatile, advanced, and affordable
mobile computing platform for a variety of fleet management and video analytics solutions. The powerful computing platform, coupled
with the Android 9 operating system, allows its customers to run their applications or pick and choose a set of applications and
services from the Micronet marketplace. Micronet’s customers consist primarily of application service providers, or “ASPs”,
and solution providers specializing in the MRM market. These companies sell Micronet’s products as part of their MRM systems
and solutions. Currently, Micronet does not sell directly to end users. Micronet customers are generally MRM solution and service
providers, ASP providers in the transportation market, including long haul, local fleets’ student transportation (yellow
busses) and fleet and field management systems for construction and heavy equipment. Micronet products are used by customers worldwide.
Corporate Information
MICT Inc. was formed
as a Delaware corporation on January 31, 2002. On March 14, 2013, the Company changed its corporate name from Lapis Technologies,
Inc. to Micronet Enertec Technologies, Inc. On July 13, 2018, following the sale of its former subsidiary Enertec Systems Ltd.,
the Company changed the Company name from Micronet Enertec Technologies, Inc. to MICT, Inc. Our shares have been listed for trade
on Nasdaq since April 29, 2013. In September 2020, Intermediate became a wholly-owned subsidiary of MICT.
Our Internet address
is www.mict-inc.com. We have included our website address as a factual reference and do not intend it to be an active link to
our website. The information that can be accessed through our website is not part of this prospectus, and investors should not
rely on any such information in deciding whether to purchase our Common Stock.
The Offering
The selling stockholders
named in this prospectus may offer and sell up to 4,139,527 shares of our common stock, par value $0.001 per share (the “Common
Stock”).
Our common stock
is currently listed on Nasdaq under the symbol “MICT.” We will not receive any of the proceeds of sales by the selling
stockholders of any of the shares covered by this prospectus.
When we refer to
the “selling stockholders” in this prospectus, we are referring to the purchasers of the foregoing securities, and
their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required,
a post-effective amendment to the registration statement of which this prospectus is a part.
RISK FACTORS
An investment in
our Common Stock involves a high degree of risk. Prior to making a decision about investing in our Common Stock, you should carefully
consider the risks, uncertainties and assumptions discussed under (i) Item 1A, “Risk Factors,” in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on February 19, 2020 and (ii) Item 1A, “Risk
Factors,” in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November
18, 2020, as updated by our subsequent filings with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), which are incorporated herein by reference, together with the information in this prospectus and any other information
incorporated by reference into this prospectus. See “Where You Can Find Additional Information” and “Incorporation
of Certain Information by Reference.” Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also affect our business, financial condition or results of operations. The occurrence of any of these known
or unknown risks might cause you to lose all or part of your investment in our Common Stock.
THE OFFERING
Shares of Common Stock
that may be Offered by the Selling Stockholders
|
|
Up to 4,139,527 shares.
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|
Use of Proceeds
|
|
We will not receive
any proceeds from the sale of the Common Stock by the selling stockholders.
|
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|
|
Offering Price
|
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The selling stockholders
may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately
negotiated prices.
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The Nasdaq Capital Market Symbol
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MICT
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Risk Factors
|
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Investing in our
Common Stock involves a high degree of risk. See “Risk Factors” on page 3 of this prospectus, and any other risk
factors described in the documents incorporated by reference herein, for a discussion of certain factors to consider carefully
before deciding to invest in our Common Stock.
|
When we refer to
the “selling stockholders” in this prospectus, we are referring to the selling stockholders identified in this prospectus
and, as applicable, its donees, pledgees, transferees or other successors-in-interest selling shares of Common Stock or interests
in shares of Common Stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer.
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This registration
statement and the documents incorporated by reference into this registration statement contain forward-looking statements (including
within the meaning of Section 21E of the Exchange Act, and Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”)) concerning MICT, Intermediate, Micronet and other matters. These statements may discuss goals,
intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based
on current beliefs of the management of MICT, as well as assumptions made by, and information currently available to, management.
Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events
or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,”
“plan,” “believe,” “intend,” “look forward,” and other similar expressions among
others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current
beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results
could differ materially from those contained in any forward-looking statement as a result of various factors, including, without
limitation: risks related to the changes in market price of the Common Stock; the ability of MICT, Intermediate and Micronet to
protect their respective intellectual property rights; legislative, regulatory, political and economic developments; and the impact
of the COVID-19 pandemic on our business and operations. The foregoing review of important factors that could cause actual events
to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included
herein and elsewhere. Except as required by applicable law, MICT undertakes no obligation to revise or update any forward-looking
statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
For a discussion
of the factors that may cause MICT’s, Intermediate’s and Micronet’s actual results, performance or achievements
to differ materially from any future results, performance or achievements expressed or implied in such forward-looking statements,
or for a discussion of risks associated with and the effect of the acquisition of Intermediate on the businesses of each of MICT
and Intermediate, see Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 filed with the SEC on February 19, 2020, as updated by our subsequent filings with the SEC under the Exchange
Act, including our Quarterly Report on Form 10-Q for the Quarter ended September 30, 2020, filed with the SEC on November 18,
2020.
USE OF PROCEEDS
We will not receive
any of the proceeds from the sale of the Common Stock by the selling stockholders named in this prospectus. The selling stockholders
will receive all of the proceeds from this offering.
SELLING STOCKHOLDERS
Unless the context
otherwise requires, as used in this prospectus, the “selling stockholders” include the selling stockholders listed
below and donees, pledgees, permitted transferees or other successors-in-interest selling shares received after the date of this
prospectus from a selling stockholder as a gift, pledge or other non-sale related transfer.
This prospectus
relates to the sale or other disposition of up to 4,139,527 shares of Common Stock held by the selling stockholders (the “Securities”).
The table below, which
has been prepared based upon the information furnished to us by the selling stockholders and/or our transfer agent as of the date
of this prospectus, lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common
Stock held by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned
by each selling stockholder, based on its ownership of Common Stock as of January 28, 2021, assuming conversion and/or exercise,
as applicable, of all of the Securities held by the selling stockholders on that date, without regard to any limitations on exercises.
The fourth column lists the shares of Common Stock being offered by this prospectus by the selling stockholders, and the fifth
column lists the shares of Common Stock remaining following the sale of such shares, assuming they are sold in their entirety
and that the selling stockholders do not acquire any additional shares before the completion of this offering. The percentage
of shares beneficially owned by the selling stockholders in the third column is based on 68,582,447 shares of our common stock
issued and outstanding as of January 28, 2021. The percentage of shares beneficially owned by the selling stockholders in the
sixth column is based on 68,582,447 shares outstanding following the issuance of shares of Common Stock upon the conversion or
exercise of the Securities.
We cannot give an
estimate as to the number of shares of Common Stock that will actually be held by the selling stockholders upon termination of
this offering because the selling stockholders may offer some or all of their Common Stock, as applicable, under the offering
contemplated by this prospectus or may acquire additional shares of Common Stock. The aggregate total number of shares of Common
Stock that may be sold hereunder will not exceed the number of shares of Common Stock offered hereby.
In accordance with
certain registration rights granted in connection with the issuance of the Securities, this prospectus generally covers the resale
of that number of shares of Common Stock equal to the number of shares of Common Stock issuable upon conversion or exercise, as
applicable, of the Securities, determined as if the Securities were converted or exercised, as applicable, in full, in each case
as of the trading day immediately preceding the date this registration statement was initially filed with the SEC.
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Prior
to Offering
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After
Offering
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Name
of Selling Security Holder
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Number
of
Shares
Beneficially
Owned(1)
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Percentage
of Shares
Beneficially
Owned
|
|
|
Number
of
Shares
Offered
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|
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Number
of
Shares
Beneficially
Owned(2)
|
|
|
Percentage
of Shares
Beneficially
Owned
|
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Alexander Warren
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56,182
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*
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56,182
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|
|
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–
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|
|
|
*
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Anthony Burn
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56,968
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*
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56,968
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–
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|
|
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*
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Christopher Dean
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68,182
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|
|
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*
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|
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68,182
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|
|
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–
|
|
|
|
*
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|
Courtney Investment LTD
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112,364
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|
|
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*
|
|
|
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112,364
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|
|
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–
|
|
|
|
*
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|
Daniel Imray
|
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56,182
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|
|
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*
|
|
|
|
56,182
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|
|
|
–
|
|
|
|
*
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David Williams
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168,545
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|
|
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*
|
|
|
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168,545
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|
|
|
–
|
|
|
|
*
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Declan Tiernan
|
|
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56,182
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|
|
|
*
|
|
|
|
56,182
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|
|
|
–
|
|
|
|
*
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Guy Stanley Collins
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123,599
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|
|
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*
|
|
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123,599
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|
|
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–
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|
|
|
*
|
|
Hala Elnarshy-Fouad
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280,909
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|
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*
|
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280,909
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|
|
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–
|
|
|
|
*
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Harry Mcgowan
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56,182
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|
|
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*
|
|
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56,182
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|
|
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–
|
|
|
|
*
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Ian John Hall
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101,127
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|
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*
|
|
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101,127
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|
|
|
–
|
|
|
|
*
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John Morrison
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134,836
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|
|
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*
|
|
|
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134,836
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|
|
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–
|
|
|
|
*
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|
Jonson Miller
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28,091
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|
|
|
*
|
|
|
|
28,091
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|
|
|
–
|
|
|
|
*
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Leigh Ingleby
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|
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123,038
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|
|
|
*
|
|
|
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123,038
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|
|
|
–
|
|
|
|
*
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|
LRL 2010 Limited
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129,218
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|
|
|
*
|
|
|
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129,218
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|
|
|
–
|
|
|
|
*
|
|
Lucy Miller
|
|
|
28,091
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|
|
|
*
|
|
|
|
28,091
|
|
|
|
–
|
|
|
|
*
|
|
Mark Catton
|
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224,727
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|
|
|
*
|
|
|
|
224,727
|
|
|
|
–
|
|
|
|
*
|
|
Mark Crawley
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|
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78,655
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|
|
|
*
|
|
|
|
78,655
|
|
|
|
–
|
|
|
|
*
|
|
Maxim Partners LLC
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296,107
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|
|
|
*
|
|
|
|
296,107
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|
|
|
–
|
|
|
|
*
|
|
ME Group Capital No. 1 PTY Ltd
|
|
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340,909
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|
|
|
*
|
|
|
|
340,909
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|
|
|
–
|
|
|
|
*
|
|
Michael Burgess
|
|
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90,909
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|
|
|
*
|
|
|
|
90,909
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|
|
|
–
|
|
|
|
*
|
|
Michael Dean Walliss
|
|
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78,655
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|
|
|
*
|
|
|
|
78,655
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|
|
|
–
|
|
|
|
*
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|
Michael Freund
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112,364
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|
|
|
*
|
|
|
|
112,364
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|
|
|
–
|
|
|
|
*
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|
Michael Hatton
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44,945
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|
|
|
*
|
|
|
|
44,945
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|
|
|
–
|
|
|
|
*
|
|
Naser Fouad
|
|
|
280,909
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|
|
|
*
|
|
|
|
280,909
|
|
|
|
–
|
|
|
|
*
|
|
Philip Cowman
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|
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56,968
|
|
|
|
*
|
|
|
|
56,968
|
|
|
|
–
|
|
|
|
*
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|
Ray Ingleby
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157,515
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|
|
|
*
|
|
|
|
157,515
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|
|
|
–
|
|
|
|
*
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|
San Juan Associates
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40,000
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|
|
|
*
|
|
|
|
40,000
|
|
|
|
–
|
|
|
|
*
|
|
Simon Alderson
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|
|
56,182
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|
|
|
*
|
|
|
|
56,182
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|
|
|
–
|
|
|
|
*
|
|
Simon John Foy
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|
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39,733
|
|
|
|
*
|
|
|
|
39,733
|
|
|
|
–
|
|
|
|
*
|
|
Stephen Benjamin Parry
|
|
|
56,182
|
|
|
|
*
|
|
|
|
56,182
|
|
|
|
–
|
|
|
|
*
|
|
Stuart Packer
|
|
|
112,364
|
|
|
|
*
|
|
|
|
112,364
|
|
|
|
–
|
|
|
|
*
|
|
Tommy Cella
|
|
|
134,836
|
|
|
|
*
|
|
|
|
134,836
|
|
|
|
–
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|
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|
*
|
|
William Frewen
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|
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112,364
|
|
|
|
*
|
|
|
|
112,364
|
|
|
|
–
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|
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*
|
|
(1)
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Based on 68,582,447
shares of our common stock issued and outstanding as of January 28, 2021.
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(2)
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Assumes that
all of the shares of Common Stock of the selling stockholders covered by this prospectus are sold, and that the selling stockholders
do not acquire any additional shares of Common Stock before the completion of this offering.
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PLAN OF DISTRIBUTION
We are registering
shares of Common Stock issuable upon conversion, exchange or exercise, as applicable, of the Securities to permit the resale of
such shares of Common Stock by the holders thereof from time to time after the date of this prospectus. We will not receive any
of the proceeds from the sale by the selling stockholders of such shares of Common Stock. We will bear all fees and expenses incident
to our obligation to register the shares of Common Stock.
The selling stockholders
may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or
broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions.
The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of
the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected:
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in transactions,
which may involve crosses or block transactions, on any national securities exchange or quotation service on which the securities
may be listed or quoted at the time of sale;
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in the over-the-counter
market;
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in transactions
otherwise than on these exchanges or systems or in the over-the-counter market;
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through the writing
of options, whether such options are listed on an options exchange or otherwise;
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in ordinary brokerage
transactions and transactions in which the broker-dealer solicits purchasers;
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by block trades
in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
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through purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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purchases by a broker-dealer
as principal and resale by the broker-dealer for its account;
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in an exchange distribution
in accordance with the rules of the applicable exchange;
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in privately negotiated
transactions;
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by sales pursuant
to Rule 144;
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by broker-dealers
who may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
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by a combination
of any such methods of sale; and
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by any other method
permitted pursuant to applicable law.
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If the selling stockholders
effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders
or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of
Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock
short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares
in connection with such short sales. The selling stockholders may also loan or pledge shares of Common Stock to broker-dealers
that in turn may sell such shares.
The selling stockholders
may pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time
to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of
the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of
Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.
The selling stockholders
and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be “underwriters”
within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer
may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares
of Common Stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of
shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents,
any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions
or concessions allowed or re-allowed or paid to broker-dealers.
Under the securities
laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance
that any selling stockholders will sell any or all of the shares of Common Stock registered pursuant to the registration statement,
of which this prospectus forms a part.
The selling stockholders
and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, as amended,
and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the
timing of purchases and sales of any of the shares of Common Stock by the selling stockholders and any other participating person.
Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in
market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the
shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares
of Common Stock.
We will pay all expenses
of the registration of the shares of Common Stock, estimated to be $51,992.52 in total, including, without limitation, SEC filing
fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling stockholders
will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against certain
liabilities, including some liabilities under the Securities Act, or the selling stockholders will be entitled to contribution.
We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that
may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, or
we may be entitled to contribution.
Once sold under this
registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands
of persons other than our affiliates.
DESCRIPTION OF CAPITAL
STOCK
General
MICT is currently
authorized to issue 265,000,000 shares of capital stock consisting of 250,000,000 shares of Common Stock and 15,000,000 shares
of Preferred Stock, of which up to 3,181,818 shares are designated as Series A Convertible Preferred Stock and up to 1,818,182
are designated as Series B Convertible Preferred Stock, neither of which are issued and outstanding.
Common Stock
Holders of Common
Stock are entitled to one vote per share. MICT’s certificate of incorporation, as amended and restated, does not provide
for cumulative voting. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the
board of directors out of legally available funds. Upon liquidation, dissolution or winding-up, the holders of Common Stock are
entitled to share ratably in all of MICT’s assets which are legally available for distribution, after payment of or provision
for all liabilities and the liquidation preference of any outstanding preferred stock. The holders of Common Stock have no preemptive,
subscription, redemption or conversion rights.
Preferred Stock
MICT is authorized
to issue up to 15,000,000 shares of preferred stock, par value $0.001 per share, none of which are outstanding. The shares of
preferred stock may be issued in series, and each such series shall have such voting powers, full or limited, or no voting powers,
and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the certificate of designation relating to such series, as approved
by MICT’s board of directors and filed with the Delaware Secretary of State.
Prior to the issuance
of any series of preferred stock, MICT will further amend its certificate of incorporation by way of a certificate of designation
designating such series and its terms. MICT will file a copy of the certificate of designation that contains the terms of each
such series of preferred stock with the Delaware Secretary of State and the SEC each time MICT issues a new series of preferred
stock. Each certificate of designation will establish the number of shares included in a designated series and fix the designation,
powers, privileges, preferences and rights of the shares of each series as well as any applicable qualifications, limitations
or restrictions, including, as applicable:
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the designation,
stated value and liquidation preference of the series;
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the number of shares
within the series;
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the dividend rate
or rates (or method of calculation), the date or dates from which dividends shall accrue, and whether such dividends shall
be cumulative or noncumulative and, if cumulative, the dates from which dividends shall commence to cumulate;
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any redemption or
sinking fund provisions;
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the amount that
shares of the series shall be entitled to receive in the event of MICT’s liquidation, dissolution or winding-up;
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the terms and conditions,
if any, on which shares of the series shall be convertible or exchangeable for shares of MICT’s stock of any other class
or classes, or other series of the same class;
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the voting rights,
if any, of shares of the series; the status as to reissuance or sale of shares of the series redeemed, purchased or otherwise
reacquired, or surrendered to us on conversion or exchange;
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the
conditions and restrictions, if any, on the creation of indebtedness by MICT or by any
subsidiary, or on the issuance of any additional stock ranking on a parity with or prior
to the shares of the series as to dividends or upon liquidation; and
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any
additional dividend, liquidation, redemption, sinking or retirement fund and other rights,
preferences, privileges, limitations and restrictions of the series.
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The issuance of any
preferred stock could adversely affect the rights of the holders of Common Stock and, therefore, reduce the value of the
Common Stock. The ability of MICT’s board of directors to issue preferred stock could discourage, delay or prevent a takeover
or other corporate action.
Warrants
MICT currently has
issued and outstanding warrants to purchase 11,074,544 shares of MICT Common Stock.
Units
MICT currently has
no outstanding units.
Transfer Agent and Registrar for Common Stock
The current transfer
agent and registrar for MICT is Worldwide Stock Transfer, LLC, located at One University Plaza, Suite 505, Hackensack, NJ 07601.
Listing
MICT Common Stock
is listed on Nasdaq under the symbol “MICT”.
LEGAL MATTERS
The validity of the
shares of Common Stock offered in this prospectus has been passed upon for us by Ellenoff Grossman & Schole LLP, New York,
New York.
EXPERTS
The consolidated
financial statements of MICT as of December 31, 2019 and 2018, and for each of the years in the two-year period ended December
31, 2019, have been incorporated by reference herein in reliance upon the report of Ziv Haft, BDO member firm (“Ziv Haft”),
an independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The consolidated
financial statements of Micronet as of December 31, 2019 and 2018, and for each of the years in the two-year period ended December
31, 2019, have been incorporated by reference herein in reliance upon the report of Ziv Haft, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
The financial
statements of Intermediate, which comprise of the balance sheet as of December 31, 2019, and the related statements of operations,
accumulated other comprehensive loss, changes in stockholders’ deficit and cash flows for period from inception (November
4, 2019) through December 31, 2019, and the related notes to the financial statements, have been incorporated by reference herein
in reliance upon the report of RBSM LLP, an independent registered public accounting firm, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND
ADDITIONAL INFORMATION
We are subject to
the information requirements of the Exchange Act and we therefore file periodic reports, proxy statements and other information
with the SEC relating to our business, financial statements and other matters. The SEC maintains a website that contains reports,
proxy and information statements and other information regarding issuers like us that file electronically with the SEC. The address
of the SEC’s web site is http://www.sec.gov.
This prospectus constitutes
part of a registration statement filed under the Securities Act with respect to the shares of Common Stock covered hereby. As
permitted by the SEC’s rules, this prospectus omits some of the information, exhibits and undertakings included in the registration
statement. You may read and copy the information omitted from this prospectus but contained in the registration statement, as
well as the periodic reports and other information we file with the SEC, at the web site of the SEC referred to above. You may
also access our filings with the SEC on our web site, which is located at https://www.mict-inc.com/. The information contained
on our web site is not part of this prospectus.
Statements contained
in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance we
refer you to the copy of the contract or other document filed or incorporated by reference as an exhibit to the registration statement
or as an exhibit to our Exchange Act filings, each such statement being qualified in all respects by such reference.
INFORMATION INCORPORATED
BY REFERENCE
We are allowed to
incorporate by reference information contained in documents that we file with the SEC. This means that we can disclose important
information to you by referring you to those documents and that the information in this prospectus is not complete and you should
read the information incorporated by reference for more detail. Information in this prospectus supersedes information incorporated
by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC
will automatically update and supersede the information in this prospectus.
We incorporate by
reference the documents listed below and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus is a part
and prior to effectiveness of such registration statement and (ii) from the date of this prospectus but prior to the termination
of the offering of the securities covered by this prospectus (other than Current Reports or portions thereof furnished under Item
2.02 or 7.01 of Form 8-K):
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our definitive proxy
statement filed on Schedule
14A dated August 12, 2020 in connection
with the Company’s special meeting of stockholders, filed with the SEC on August 12, 2020;
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our Annual Report
on Form
10-K for the fiscal year ended December
31, 2019, filed with the SEC on February 19, 2020;
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our definitive proxy
statement on Schedule
14A, filed with the SEC on November
30, 2020 in connection with the Company’s annual meeting of stockholders;
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our
Current Reports on Form 8-K or amendments thereto filed with the SEC on January
2, 2020, January 21,
2020, January 21, 2020
(with respect to Item 9.01), January
22, 2020 (with respect to Item 9.01), January
24, 2020, February 19,
2020 (with respect to Item 9.01), March
19, 2020, April 6,
2020, April 21, 2020
(with respect to Items 1.01, 3.02 and 9.01), May
15, 2020, May 27, 2020,
June 5, 2020 (with
respect to Item 1.01), June
16, 2020 (with respect to Item 9.01), July
8, 2020 (with respect to Items 1.01, 2.01, 3.02 and 9.01), August
17, 2020 (with respect to Item 9.01), September
3, 2020, September
3, 2020, September
4, 2020, September
4, 2020, September
10, 2020, September
15, 2020, September
16, 2020, October 1,
2020, October 7, 2020,
November 4, 2020, November
19, 2020 (with respect to Item 9.01), December
28, 2020 and January
7, 2021; and
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the description
of our Common Stock set forth in the registration statement on Form
8-A registering our Common Stock under
Section 12 of the Exchange Act, filed with the SEC on March 27, 2013, including any amendments or reports filed for purposes
of updating such description.
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We will provide to
each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that is
incorporated by reference in this prospectus but not delivered with this prospectus, including exhibits that are specifically
incorporated by reference in such documents by written or oral request. You may request a copy of such documents, which will be
provided to you at no cost, by writing or telephoning us at the following address or telephone number:
MICT, INC.
28 West Grand Avenue, Suite 3
Montvale, NJ 07645
Attention: Controller
Telephone: (201) 225-0190
4,139,527 Shares
MICT, Inc.
Common Stock
PROSPECTUS
January 29, 2021
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table
sets forth the fees and expenses incurred and to be incurred in connection with the registration of the securities being registered
hereby, all of which will be borne by MICT, Inc. (MICT, Inc. (“MICT,” “we,” “us” or the “Company”).
Except for the Securities and Exchange Commission (the “SEC “) registration fee, all amounts are estimates.
SEC Registration Fee
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$
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776.79
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Accounting Fees and Expenses
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$
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25,000
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|
Legal Fees and Expenses
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$
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25,000
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Printing, Transfer Agent,
and Miscellaneous Expenses
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$
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1,000
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Total
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$
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51,776.79
|
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ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 102 of the
General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) permits a corporation to
eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for
a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase
in violation of Delaware corporate law or obtained an improper personal benefit.
Section 145 of the
Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity
to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities,
including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended (the “Securities Act”).
Section 145 of the Delaware General Corporation Law states:
(a) A corporation
shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if
the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s
conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
(b) A corporation
shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed
to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent
that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred
by such person in connection therewith.
(d) Any indemnification
under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b)
of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at
the time of such determination:
(1) By
a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or
(2) By
a committee of such directors designated by majority vote of such directors, even though less than a quorum; or
(3) If
there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or
(4) By
the stockholders.
(e) Expenses (including
attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative
or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section.
Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the
corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation,
partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation
deems appropriate.
(f) The indemnification
and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as
to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under
a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate
of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative
or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision
in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission
has occurred.
(g) A corporation
shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would
have the power to indemnify such person against such liability under this section.
(h) For purposes
of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation if its separate existence had continued.
(i) For purposes
of this section, references to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving
at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
“not opposed to the best interests of the corporation” as referred to in this section.
(j) The indemnification
and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
(k) The Court of
Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court
of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).
As permitted by Delaware
law, our amended and restated certificate of incorporation limits or eliminates the personal liability of our directors to the
maximum extent permitted by Delaware law.
Our amended and restated
bylaws provide for indemnification of our directors and executive officers to the maximum extent permitted by the Delaware General
Corporation Law.
In addition, we have
entered into indemnification agreements with each of our current directors and executive officers and we intend to enter into
new indemnification agreements with certain of our current directors and each of our executive officers. These agreements will
require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise
by reason of their service to us and to advance expenses incurred as a result of any proceeding against them as to which they
could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.
We also maintain
standard policies of insurance under which coverage is provided to our directors and officers against losses arising from claims
made by reason of breach of duty or other wrongful act, and to us with respect to payments which may be made by us to such directors
and officers pursuant to the above indemnification provisions or otherwise as a matter of law.
The above discussion
of our amended and restated certificate of incorporation, our amended and restated bylaws, our indemnification agreements with
our current directors and executive officers and Sections 102 and 145 of the Delaware General Corporation Law is not intended
to be exhaustive and is respectively qualified in its entirety by such amended and restated certificate of incorporation, such
amended and restated bylaws, such indemnification agreements and such statutes.
To the extent that
our directors, officers and controlling persons are indemnified under the provisions contained in our amended and restated certificate
of incorporation, Delaware law or contractual arrangements against liabilities arising under the Securities Act, we have been
advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable.
ITEM 16. EXHIBITS
The exhibits to this
registration statement are listed in the Exhibit Index to this registration statement, which Exhibit Index is hereby incorporated
herein by reference.
EXHIBIT INDEX
**
|
Filed
previously as an exhibit to the registration statement on Form S-3 filed with the SEC on December 18, 2020.
|
ITEM 17. UNDERTAKINGS
The undersigned registrant
hereby undertakes:
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(1)
|
To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
|
To include any prospectus
required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
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(iii)
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To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
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Provided however, that paragraphs
(1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act are incorporated by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2)
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That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
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(3)
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To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering.
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(4)
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That, for the purpose
of determining liability under the Securities Act to any purchaser:
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(i)
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If the registrant
is relying on Rule 430B:
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(A)
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Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
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(B)
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Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document
immediately prior to such effective date; or
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(ii)
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If the registrant
is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use.
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The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by a director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Montvale, State of New Jersey, on January 29, 2021.
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MICT, INC.
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By:
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/s/
Darren Mercer
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Darren
Mercer
Chief Executive Officer
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Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
dates indicated.
Name
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Title
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Date
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/s/
Darren Mercer
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Chief
Executive Officer and Director
(Principal Executive Officer)
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January
29, 2021
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Darren
Mercer
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/s/
Moran Amran
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Moran
Amran
(Principal Financial and Accounting Officer)
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January
29, 2021
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Moran
Amran
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/s/
Jeffrey P. Bialos
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Director
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January
29, 2021
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Jeffrey
P. Bialos
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Director
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Chezy
(Yehezkel) Ofir
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/s/
John M. Scott
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Director
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January
29, 2021
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John
M. Scott
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By:
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/s/
Darren Mercer
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Darren Mercer
Attorney-in-fact
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II-6
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