Item 1.01 Entry into a Material Definitive Agreement.
On
March 2, 2021 (the “Effective Date”), MICT, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with certain investors (the “Investors”) for the purpose of raising approximately
$54.0 million in gross proceeds for the Company (the “Offering”). Pursuant to the terms of the Purchase Agreement,
the Company agreed to sell, in a registered direct offering, an aggregate of 19,285,715 shares (the “Shares”) of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $2.675 per Share
and in a concurrent private placement, warrants to purchase an aggregate of 19,285,715 shares (the “Warrant Shares”)
of Common Stock (the “Warrants” and together with the Shares and the Warrant Shares, the “Securities”),
at a purchase price of $0.125 per Warrant, for a combined purchase price per Share and Warrant of $2.80 (the “Purchase Price”)
which was priced at the market under Nasdaq rules. The Warrants are immediately exercisable at an exercise price of $2.80 per share,
subject to adjustment, and expire five years after the issuance date.
The
closing of the sales of the Securities pursuant to the Purchase Agreement is expected to occur
on or about March 4, 2021, subject to customary closing conditions.
A.G.P./Alliance
Global Partners is acting as the exclusive placement agent (the “Placement Agent”) for the Company, on a “reasonable
best efforts” basis, in connection with the Offering. Pursuant to that certain Placement Agency Agreement, dated as of March
2, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”), the Placement Agent
will be entitled to a cash fee equal to 8.0% of the gross proceeds from the placement of the total amount of Securities sold by
the Placement Agent and 3.5% of the gross proceeds from the placement of the total amount
of Securities sold in the Offering. In addition, the Placement Agent will be issued a warrant (the “Placement Agent
Warrant”) to purchase up to 771,429 shares (the “Placement Agent Warrant Shares”) of Common Stock, substantially
the same form as the Warrants, at an exercise price of $3.50 per share (125% of the Purchase Price price), plus a non-accountable
expense allowance in an amount equal to 1% of the aggregate gross proceeds of the Offering.
The
net proceeds to the Company from the registered direct offering and concurrent private placement, after deducting the Placement
Agent’s fees and expenses but before paying the Company’s estimated offering expenses, and excluding the proceeds,
if any, from the exercise of the Warrants and the Placement Agent Warrant, are expected to be approximately $49.68 million. The
Company intends to use the net proceeds from the Offering for working capital and for other general corporate purposes. It
may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies that are complementary
to its business, but the Company currently has no commitments or agreements relating to any of these types of transaction.
Pursuant
to the terms of the Purchase Agreement and subject to certain exceptions as set forth in the Purchase Agreement, from the Effective
Date until the 90th day after the Effective Date, neither the Company nor any of its subsidiaries, may, without the
prior written consent of the Placement Agent and Investors which purchased at least 67.0% in interest of the Shares offered in
the Offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
shares of capital stock or any Common Stock Equivalents (as defined in the Purchase Agreement); (ii) except in limited circumstances,
file or cause to be filed any registration statement with the Securities and Exchange Commission relating to the offering of any
shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital
stock of the Company, (iii) complete any offering of debt securities, other than entering into a line of credit with a traditional
bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of capital stock of the Company or any of its subsidiaries, whether any such transaction described in clause (i),
(ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock or such other securities, in cash or otherwise.
In
connection with the Purchase Agreement and Placement Agency Agreement, the Company’s directors, officers, and its largest
shareholder, Global Fintech Holdings Limited entered into lock-up agreements for a 90-day period (the “Lock-Up Agreements”).
The Shares (but not the
Warrants or the Warrant Shares) were offered and sold by the Company pursuant to effective registration
statements on Form S-3 (File Nos. 333-248602 and 333-253779),
as well as a prospectus supplement in connection the Offering to be filed with the SEC.
The foregoing description
of the material terms of the Purchase Agreement, the Warrant, the Placement Agent Warrant, the Placement Agency Agreement and the
Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of
Purchase Agreement, form of Warrant, form of Placement Agent Warrant, form of Placement Agency Agreement and form of Lock-Up Agreement,
copies of which are filed as Exhibits 10.1, 4.1, 4.2, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
The legal opinion and
consent of Ellenoff Grossman & Schole LLP relating to the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K
and is incorporated herein by reference.