Current Report Filing (8-k)
February 09 2023 - 5:14PM
Edgar (US Regulatory)
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2023-02-05
2023-02-05
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 5, 2023
MICT,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-35850 |
|
27-0016420 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
| 28
West Grand Avenue, Suite 3, Montvale, New Jersey |
|
07645 |
| (Address
of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (201) 225-0190
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
MICT |
|
The
Nasdaq Capital Market |
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignation
of Yehezkel (Chezy) Ofir
On
February 7, 2023, Yehezkel (Chezy) Ofir tendered his resignation to the board of directors (the “Board”) of MICT, Inc. (the
“Company”), effective immediately. The reason for Mr. Ofir’s resignation is to comply with the terms of the Amended
Agreement and Plan of Merger with Tingo, Inc. and Tingo Mobile Limited (“Tingo”), where it was agreed the Board would be
comprised of four of the existing directors of MICT and two new directors nominated by Tingo, Inc. and not in connection with any disagreements
with the Company on any matter.
Executive
Officer and Board Grants
On
February 5, 2023, the Company issued, pursuant to the Company’s 2020 Equity Incentive Plan (“Plan”), the following
amounts of the Company’s common stock to officers and directors.
| Kevin Chen | |
| 200,000 | |
| John Scott | |
| 110,000 | |
| Sir David Trippier | |
| 60,000 | |
| Kenneth Denos | |
| 45,000 | |
| John Brown | |
| 45,000 | |
| Robert Benton | |
| 60,000 | |
| Darren Mercer | |
| 3,200,000 | |
| Moran Amran | |
| 200,000 | |
These
awards were granted by the Board in recognition of the critical role played by the recipients in the completion of the acquisition of
Tingo Mobile Limited (“Tingo”) and the continued growth of MICT and Tingo, and in connection with the increase in authorized
shares under the Plan at the Company’s Annual Meeting of Stockholders..
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
MICT, INC. |
| |
|
| |
By: |
/s/ Darren
Mercer |
| |
Name:
|
Darren Mercer
|
| |
Title: |
Chief Executive Officer |
| |
|
|
| Dated:
February 9, 2023 |
|
|
2
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