Item 1.01 Entry into Material Definitive Agreement.
On January 21, 2020, MICT, Inc., a Delaware corporation (the "Company"), entered
into a Conversion Agreement with BNN Technology PLC, a United Kingdom Private
Company ("BNN"), pursuant to which BNN agreed to convert the outstanding
convertible note, issued on July 31, 2019, into 1,818,181 shares of the
Company's newly-designated Series B Preferred Stock, par value $0.001 per share,
with a stated value of $1.10 per share (the "Series B Preferred") (collectively,
the "Conversion").
The Series B Preferred shall be convertible into shares of the Company's common
stock, par value $0.001 per share, at any time after the Company shall have
received shareholder approval, and shall also convert automatically upon the
occurrence of certain events, including the completion by the Company of a
fundamental transaction. The Series B Preferred shall be non-voting and
non-redeemable.
As a result of (i) the Conversion and (ii) the recent receipt of $1,750,000 in
connection with the sale and issuance of additional shares of Series A Preferred
Stock, par value $0.001 per share, pursuant to that certain Securities Purchase
Agreement entered into by and among the Company and certain purchasers on June
4, 2019, the Company's stockholders' equity as of the date of this Current
Report on Form 8-K exceeds $5 million.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In accordance with the Conversion, the Company filed a Certificate of
Designation of Preferences, Rights and Limitations of Series B Preferred (the
"Certificate of Designation") with the Secretary of State of the State of
Delaware (the "Delaware SOS") on January 21, 2020 to designate the rights and
preferences of up to 1,818,181 shares of Series B Preferred.
The foregoing description of the Certificate of Designation does not purport to
be complete and is qualified in its entirety by the full text of the Certificate
of Designations as filed with the Delaware SOS, which is filed herewith as
Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d)
3.1 Certificate of Designation of the Preferences, Rights and Limitations
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TINGO GROUP, INC. 
