Item 1.01. Entry into a Material Definitive Agreement.

On November 2, 2020 (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 $25.0 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 10,000,000 units (each, a "Unit"), with each Unit consisting of one share of the Company's common stock, par value $0.001 per share (the "Common Stock"), and one warrant to purchase 0.8 of one share of Common Stock (each, a "Warrant"), at a purchase price of $2.50 per Unit. The Warrants will be exercisable six months after the date of issuance at an exercise price of $3.12 per share and will expire five years following the date the Warrants become exercisable.

The closing of the sales of the Units pursuant to the Purchase Agreement is expected to occur on or about November 4, 2020, 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 November 2, 2020, 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 7.0% of the gross proceeds from the placement of the total amount of Units sold by the Placement Agent and 3.5% of the gross proceeds from the placement of the total amount of Units sold in the offering, 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 transactions, 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, are expected to be approximately $23,350,000. The Company intends to use the net proceeds from the Offering to fund the growth and development of its insurance business, as well as 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 of Common Stock 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 a resale registration statement covering no more than 5,000,000 shares of Common Stock to be filed no sooner than 45 days after the closing of the Offering, file or cause to be filed any registration statement with the Securities and Exchange Commission (the "SEC") relating to the offering of any shares of capital stock or any Common Stock Equivalents (other than the prospectus supplement filed in connection with the Offering), (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 Units were offered and sold by the Company pursuant to an effective registration statement on Form S-3 (File No. 333-248602), as well as a prospectus supplement in connection the Offering filed with the SEC.





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The foregoing description of the material terms of the Purchase Agreement, the 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, Warrant, Placement Agency Agreement and Lock-Up Agreement, copies of which are filed as Exhibits 10.1, 4.1,10.2 and 10.3, respectively, to this Current Report on Form 8-K.

The legal opinion and consent of Ellenoff Grossman & Schole LLP relating to the Units is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 8.01. Other Events.

On November 2, 2020, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

On November 2, 2020, the Company issued a press release announcing that in connection with the Offering, the Company's wholly-owned subsidiary, GFH Intermediate Limited, is launching its insurance platform. A copy of the press release issued by the Company is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

At the closing of the Offering, the outstanding number of the Company's shares of Common Stock will increase from 60,782,447 (as of October 28, 2020) to 70,782,447.

Item 9.01. Financial Statements and Exhibits.

Set forth below is a list of Exhibits included as part of this Current Report.





4.1    Form of Warrant
5.1    Opinion of Ellenoff Grossman & Schole LLP
10.1   Form of Securities Purchase Agreement
10.2   Form of Placement Agency Agreement
10.3   Form of Lock-Up Agreement
23.1   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
99.1   Press Release Issued November 2, 2020
99.2   Press Release Issued November 2, 2020




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