Registration of Additional Securities (up to 20%) (s-3mef)
March 02 2021 - 3:56PM
Edgar (US Regulatory)
As
filed on March 2, 2021 with the U.S. Securities and Exchange Commission.
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MICT,
INC.
(Exact name of registrant as specified in its charter)
Delaware
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27-0016420
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification Number)
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28
West Grand Avenue, Suite 3,
Montvale,
NJ 07645
(201)
225-0190
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Darren
Mercer
President and Chief Executive Officer
MICT, INC.
28 West Grand Avenue, Suite 3
Montvale, NJ 07645
(201) 225-0190
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies
to:
Richard
Anslow, Esq.
Jonathan H. Deblinger, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Telephone: (212) 370-1300
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration
statement.
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. ☒ 333-248602
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.:
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated filer
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☒
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Smaller
reporting company
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☒
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Emerging
growth company
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☐
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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 the Securities
Act. ☐
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Security Being Registered
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Proposed
Maximum
Aggregate
Offering
Price(1)
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Amount of
Registration
Fee
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Common Stock, par value $0.001 per share
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$
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9,131,603.90
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$
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996.26
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Total
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$
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9,131,603.90
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$
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996.26
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(2)
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(1)
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The registrant previously registered the offering, issuance
and sale of securities of up to $250,000,000 under the registration statement on Form S-3 (File No. 333-248602), which was filed
by the registrant on September 4, 2020 (the “Registration Statement”). In accordance with Rule 462(b) under the Securities
Act of 1933, as amended (the “Securities Act”) an additional amount of securities having a proposed maximum aggregate
offering price of $9,131,603.90 is hereby registered, representing no more than 20% of the maximum aggregate offering price of
securities available for issuance under the Registration Statement. In addition, pursuant to Rule 416(a) under the Securities
Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock
that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without
receipt of consideration.
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(2)
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Calculated
in accordance with Rule 457(o) under the Securities Act. Represents the registration fee only for the additional amount of securities
of the Registrant being registered hereby. The Registrant previously registered securities pursuant to a Registration Statement
on Form S-3 (File No. 333-248602) for which a fee of $32,450 was paid.
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The
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462 (b) under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This
registration statement is being filed with respect to the registration of additional shares of common stock, $0.001 par value
per share, of MICT, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended,
representing an increase in the maximum aggregate offering price of $9,131,603.90. The contents of the earlier registration statement
on Form S-3 (File No. 333-248602), which was declared effective by the Securities and Exchange Commission on September 14, 2020,
including all exhibits thereto and all information incorporated by reference therein, are incorporated in this registration statement
by reference.
The
required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
CERTIFICATION
The
Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed
its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to
the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of March 3, 2021),
(2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing
fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than March 3, 2021.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 16.
Exhibits
The
following exhibits are filed with the Registration Statement
Signatures
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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, New Jersey on March 2, 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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POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-3 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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March 2, 2021
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Darren
Mercer
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/s/
Moran Amran
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Controller
(Principal Financial and Accounting Officer)
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March 2, 2021
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Moran
Amran
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/s/
Jeffrey P. Bilos
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Director
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March 2, 2021
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Jeffrey
P. Bilos
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/s/ Chezy
(Yehezkel) Ofir
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Director
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March 2, 2021
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Chezy
(Yehezkel) Ofir
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/s/
John M. Scott
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March 2, 2021
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John
M. Scott
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Director
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