Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MICT, Inc. | |
Entity Central Index Key | 0000854800 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 001-35850 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Incorporation State Country Code | DE | |
Entity Common Stock, Shares Outstanding | 11,009,532 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 5,767 | $ 2,174 |
Trade accounts receivable, net | 1,010 | |
Short term loan to Micronet Ltd. | 190 | |
Inventories | 4,345 | |
Other accounts receivable | 110 | 339 |
Total current assets | 6,067 | 7,868 |
Property and equipment, net | 26 | 661 |
Intangible assets, net and others | 434 | |
Long-term deposit and prepaid expenses | 703 | |
Restricted cash escrow | 477 | 477 |
Micronet Ltd. investment | 1,058 | |
Total long-term assets | 1,561 | 2,275 |
Total assets | 7,628 | 10,143 |
LIABILITIES AND EQUITY | ||
Short term bank credit and current portion of long term bank loans | 2,806 | |
Short term credit from others and current portion of long term loans from others | 2,057 | 3,004 |
Trade accounts payable | 1,531 | |
Other accounts payable | 269 | 1,211 |
Total current liabilities | 2,326 | 8,552 |
Long term loans from others | 1,834 | |
Long term escrow | 477 | 477 |
Accrued severance pay, net | 50 | 110 |
Total long term liabilities | 2,361 | 587 |
Stockholders' Equity: | ||
Convertible Preferred stock; $0.001 par value, 2,386,363 and 0 shares authorized, issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 2 | |
Common stock; $0.001 par value, 25,000,000 shares authorized, 11,009,532 and 9,342,088 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 11 | 9 |
Additional paid in capital | 14,022 | 11,905 |
Additional paid in capital - preferred stock | 4,827 | |
Accumulated other comprehensive (loss) | 58 | (117) |
Accumulated loss | (15,979) | (12,757) |
MICT, Inc. stockholders' equity | 2,941 | (960) |
Non-controlling interests | 1,964 | |
Total equity | 2,941 | 1,004 |
Total liabilities and equity | $ 7,628 | $ 10,143 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 2,386,363 | 2,386,363 |
Convertible Preferred stock, shares issued | 0 | 0 |
Convertible Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 11,009,532 | 9,342,088 |
Common stock, shares outstanding | 11,009,532 | 9,342,088 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,216 | $ 477 | $ 12,897 | |
Cost of revenues | 2,162 | 846 | 9,589 | |
Gross profit (loss) | 54 | (369) | 3,308 | |
Operating expenses: | ||||
Research and development | 425 | 261 | 1,457 | |
Selling and marketing | 383 | 198 | 1,217 | |
General and administrative | 501 | 2,544 | 2,161 | 5,070 |
Amortization of intangible assets | 214 | 20 | 652 | |
Total operating expenses | 501 | 3,566 | 2,640 | 8,396 |
Loss from operations | (501) | (3,512) | (3,009) | (5,088) |
Share in investee losses | (366) | (771) | ||
Net profit from loss of control | 299 | |||
Financial expenses, net | (346) | (104) | (292) | (956) |
Loss before provision for income taxes | (1,213) | (3,616) | (3,773) | (6,044) |
Income (provision for taxes) | 3 | (562) | (5) | (566) |
Net loss from continued operation | (1,210) | (4,178) | (3,778) | (6,610) |
Net profit from discontinued operation (includes capital gain from disposal amounting to $6,844) | 4,894 | |||
Total net loss | (1,210) | (4,178) | (3,778) | (1,716) |
Net loss attributable to non-controlling interests | (1,542) | (556) | (1,726) | |
Net profit (loss) attributable to MICT, Inc. | $ (1,210) | $ (2,636) | $ (3,222) | $ 10 |
Earnings (loss) per share attributable to MICT, Inc. | ||||
Basic and diluted loss per share from continued operation | $ (0.11) | $ (0.28) | $ (0.30) | $ (0.54) |
Basic and diluted earnings per share from discontinued operation | 0.54 | |||
Weighted average common shares outstanding: | $ 11,009,532 | $ 9,342,155 | $ 10,583,496 | $ 9,107,034 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Income (Unaudited) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Income Statement [Abstract] | |
Capital gain from disposal amount | $ 6,844 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) | $ (1,210) | $ (4,178) | $ (3,778) | $ (1,716) |
Other comprehensive income (loss), net of tax: | ||||
Currency translation adjustment | 133 | (143) | (514) | |
Comprehensive income attributable to investment in Micronet Ltd. | 58 | 58 | ||
Total comprehensive (loss) | (1,152) | (4,045) | (3,863) | (2,230) |
Comprehensive (loss) attributable to non-controlling interests | (1,431) | (463) | (1,984) | |
Comprehensive (loss) attributable to MICT, Inc. | $ (1,152) | $ (2,614) | $ (3,400) | $ (246) |
Statements of Changes in Equity
Statements of Changes in Equity - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Non-controlling Interest | Total |
Balance at Dec. 31, 2017 | $ 8 | $ 10,881 | $ (10,147) | $ (363) | $ 5,595 | $ 5,974 | ||
Balance, Shares at Dec. 31, 2017 | 8,645,656 | |||||||
Shares issued to service providers and employees | 170 | 170 | ||||||
Shares issued to service providers and employees, shares | 123,500 | |||||||
Stock based compensation | 357 | 357 | ||||||
Issuance of warrants | 28 | 28 | ||||||
Comprehensive loss | 10 | (76) | (2,163) | (2,229) | ||||
Stock based compensation in subsidiary | (179) | 179 | 0 | |||||
Issuance of shares, net | $ 1 | 609 | 610 | |||||
Issuance of shares, net, shares | 572,959 | |||||||
Balance at Sep. 30, 2018 | $ 9 | 11,866 | (10,137) | (439) | 3,611 | 4,910 | ||
Balance, Shares at Sep. 30, 2018 | 9,342,115 | |||||||
Balance at Jun. 30, 2018 | $ 9 | 11,301 | (7,501) | (504) | 5,042 | 8,347 | ||
Balance, Shares at Jun. 30, 2018 | 9,144,465 | |||||||
Shares issued to service providers and employees | 119 | 119 | ||||||
Shares issued to service providers and employees, shares | 81,000 | |||||||
Stock based compensation | 357 | 357 | ||||||
Comprehensive loss | (2,636) | 65 | (1,473) | (4,044) | ||||
Stock based compensation in subsidiary | (42) | 42 | ||||||
Issuance of shares, net | 131 | 131 | ||||||
Issuance of shares, net, shares | 116,650 | |||||||
Balance at Sep. 30, 2018 | $ 9 | 11,866 | (10,137) | (439) | 3,611 | 4,910 | ||
Balance, Shares at Sep. 30, 2018 | 9,342,115 | |||||||
Balance at Dec. 31, 2018 | $ 9 | 11,905 | (12,757) | (117) | 1,964 | 1,004 | ||
Balance, Shares at Dec. 31, 2018 | 9,342,115 | |||||||
Shares issued to service providers and employees | 533 | 533 | ||||||
Shares issued to service providers and employees, shares | 420,600 | |||||||
Stock based compensation | 46 | 46 | ||||||
Comprehensive loss | (3,222) | (248) | (393) | (3,863) | ||||
Stock based compensation in subsidiary | 70 | (70) | ||||||
Loss of control of subsidiary | 423 | (1,501) | (1,078) | |||||
Issuance of shares, net | $ 2 | 1,346 | 1,348 | |||||
Issuance of shares, net, shares | 1,246,817 | |||||||
Issuance of shares, net- Series A Preferred Stock and warrants | $ 2 | 122 | 4,827 | 4,951 | ||||
Issuance of shares, net- Series A Preferred Stock and warrants, shares | 2,386,363 | |||||||
Balance at Sep. 30, 2019 | $ 2 | $ 11 | 14,022 | 4,827 | (15,979) | 58 | 0 | 2,941 |
Balance, Shares at Sep. 30, 2019 | 2,386,363 | 11,009,532 | ||||||
Balance at Jun. 30, 2019 | $ 11 | 13,893 | (14,769) | 0 | 0 | (865) | ||
Balance, Shares at Jun. 30, 2019 | 11,009,532 | |||||||
Stock based compensation | 7 | 7 | ||||||
Comprehensive loss | (1,210) | 58 | (1,152) | |||||
Issuance of shares, net- Series A Preferred Stock and warrants | $ 2 | 122 | 4,827 | 4,951 | ||||
Issuance of shares, net- Series A Preferred Stock and warrants, shares | 2,386,363 | |||||||
Balance at Sep. 30, 2019 | $ 2 | $ 11 | $ 14,022 | $ 4,827 | $ (15,979) | $ 58 | $ 0 | $ 2,941 |
Balance, Shares at Sep. 30, 2019 | 2,386,363 | 11,009,532 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net profit (loss) from continued operations | $ (3,778) | $ (6,610) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Profit from loss of control | (299) | (6,844) |
Share in investee losses | 436 | |
Impairment of equity method investment and change in fair value in loan to Micronet | 335 | |
Depreciation and amortization | 85 | 902 |
Change in deferred taxes | 542 | |
Change in fair value of derivatives, net | (11) | |
Accrued interest and exchange rate differences on bank loans | 109 | (166) |
Extinguishment of loan costs and commissions | 360 | |
Accrued interest and exchange rate differences on loans from others | 399 | 66 |
Stock-based compensation for employees and consultants | 509 | 707 |
Decrease in trade accounts receivable, net | 672 | 2,238 |
Decrease in inventories | 348 | 610 |
Decrease in accrued severance pay, net | (6) | (3) |
Increase in other accounts receivable | (292) | (221) |
Increase in trade accounts payable | (394) | (2,111) |
Decrease in other accounts payable | (52) | (1,675) |
Net cash used in operating activities | (1,928) | (5,372) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Loan to Micronet Ltd. | (250) | |
Consideration from disposal of discontinued operation | 4,295 | |
Property and equipment | (57) | (188) |
Deconsolidation of Micronet Ltd. (Appendix A) | (608) | |
Net cash (used in) provided by investing activities | (915) | 4,107 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Short term bank credit | 1,696 | |
Receipt of long term convertible loan from others | 1,834 | 1,373 |
Receipt of loans from others, net | 4,971 | |
Repayment of bank loans, net | (352) | (1,342) |
Extinguishment of loan costs | (360) | |
Repayment of short term loans | (5,412) | |
Issuance of convertible preferred shares, and warrants net | 4,829 | |
Issuance of shares, net | 479 | |
Issuance of warrants net | 122 | 28 |
Net cash provided by financing activities | 6,433 | 1,433 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 3,590 | 168 |
Cash, Cash Equivalents and restricted cash at the beginning of the period | 2,174 | 2,398 |
TRANSLATION ADJUSTMENT ON CASH AND CASH EQUIVALENTS | 3 | (29) |
Cash, Cash Equivalents and restricted cash at end of the period | 5,767 | 2,537 |
Amount paid during the period for: | ||
Interest | 172 | 763 |
Taxes | $ 3 | $ 7 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 13, 2019 | Feb. 21, 2019 | Feb. 24, 2019 |
Statement of Cash Flows [Abstract] | |||
Working capital other than cash | $ (2,301) | ||
Finance lease | 359 | ||
Accrued severance pay, net | 60 | ||
Translation reserve | (423) | ||
Micronet Ltd investment in fair value | 1,711 | ||
Non controlling interests | 1,501 | ||
Net profit from loss of control | (299) | ||
Cash | $ 608 | ||
Shares of its common stock | 996,817 | 250,000 | |
Conversion value | $ 1,000 | $ 250 | |
Conversion price | $ 1.10 | $ 1 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Overview MICT Inc., or we or the Company, was formed as a Delaware corporation on January 31, 2002. On March 14, 2013, the Company changed its corporate name from Lapis Technologies, Inc. to Micronet Enertec Technologies, Inc. On July 13, 2018, following the sale of its former subsidiary Enertec Systems Ltd., the Company changed the Company name from Micronet Enertec Technologies, Inc. to MICT, Inc. Our shares have been listed for trade on the Nasdaq Capital Market, or Nasdaq, since April 29, 2013. The Company's business relates to its ownership interest in its Israel-based, a former subsidiary, Micronet Ltd., or Micronet, in which the Company previously held a majority ownership interest that has since been diluted to a minority ownership interest. Micronet operates in the growing commercial Mobile Resource Management, or MRM, market. Micronet through both its Israeli and U.S. operational offices designs, develops, manufactures and sells rugged mobile computing devices that provide fleet operators and field workforces with computing solutions in challenging work environments. As of December 31, 2018, the Company held 49.89% of Micronet's issued and outstanding shares, and together with an irrevocable proxy in our benefit from Mr. David Lucatz, the Company's President and Chief Executive Officer, we held 50.07% of the voting interest in Micronet as of such date. On February 24, 2019, Micronet closed a public equity offering on the Tel Aviv Stock Exchange, or the TASE. As a result of Micronet's offering, our ownership interest in Micronet was diluted from 49.89% to 33.88%. On February 24, 2019, Mr. David Lucatz, our President and Chief Executive Officer, executed an irrevocable proxy assigning his voting power over 1,980,000 shares of Micronet for our benefit. As a result, voting interest in Micronet stood at 39.53% of the issued and outstanding shares of Micronet. The decrease in the Company's voting interest in Micronet resulted in the deconsolidation of Micronet's operating results from our financial statements as of February 24, 2019. Therefore, commencing from February 24, 2019, the Company account for the investment in Micronet in accordance with the equity method. As a result of the deconsolidation, the Company recognized a net profit of $299 in February 2019. On September 5, 2019, Micronet closed a public equity offering on the TASE. As a result, our ownership interest in Micronet was diluted from 33.88% to 30.48%, and our current voting interest in Micronet stands at 37.79% of the issued and outstanding shares of Micronet. On December 18, 2018, the Company, Global Fintech Holdings Ltd., a British Virgin Islands corporation, or BVI Pubco, GFH Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of BVI Pubco, or Merger Sub, BNN Technology PLC, a United Kingdom Private limited company, or BNN, Brookfield Interactive (Hong Kong) Limited, a Hong Kong company and a subsidiary of BNN, or BI China, ParagonEx LTD, a British Virgin Islands company, or ParagonEx, certain holders of ParagonEx's outstanding ordinary shares and a trustee thereof, and Mark Gershinson, in the capacity as the representative of the ParagonEx sellers, entered into an Acquisition Agreement, or the Acquisition Agreement, pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Acquisition Agreement, Merger Sub will merge with and into the Company, as a result of which each outstanding share of the Company's common stock and warrant to purchase the same shall be cancelled in exchange for the right of the holders thereof to receive 0.93 substantially equivalent securities of BVI Pubco, after which BVI Pubco will acquire (i) all of the issued and outstanding securities of BI China in exchange for newly issued ordinary shares of BVI Pubco and (ii) all of the issued and outstanding ordinary shares of ParagonEx for a combination of cash in the amount equal to approximately $25,000 (the majority of which was raised in a private placement by BVI Pubco), unsecured promissory notes and newly issued ordinary shares of BVI Pubco, or collectively, the Acquisitions. In July 2019, the Company paid all of its outstanding bank loans in the amount of $251. During 2019, the Company repaid the entire outstanding principal balance of the Series B Convertible Debentures to YA II in the aggregate amount of $1,225, which was paid in shares of the Company's common stock, and in October 2019, the Company paid all of its outstanding principal balance, together with its accrued interest and a required 10% premium, of the Series A Convertible Debentures issued to YA II in the aggregate amount of $2,057. The Company filed a Form S-3 registration statement (File No. 333-219596) under the Securities Act of 1933, as amended, with the SEC using a "shelf" registration process, which was declared effective on July 31, 2017. Under this shelf registration process, the Company may, from time to time, sell common stock, warrants or units in one or more offerings up to a total dollar amount of $30,000, subject to certain limitations as set forth in General Instruction I.B.6. of Form S-3, pursuant to which the Company has sold approximately $1,000 of our securities to date. On June 4, 2019, the Company entered into a Securities Purchase Agreement, pursuant to which the Company agreed to sell 3,181,818 shares of newly designated Series A Convertible Preferred Stock with a stated value of $2.20 per share, or the Preferred Stock. The Preferred Stock, which shall be convertible into up to 6,363,636 shares of common stock of the Company, was sold together with certain common stock purchase warrants, or the Preferred Warrants, to purchase up to 4,772,727 shares of common stock, for aggregate gross proceeds of $7,000 to the Company, or the Preferred Offering. Concurrently with the Preferred Offering, the Company entered into a Securities Purchase Agreement, or the Note Purchase Agreement, with BNN, pursuant to which BNN agreed to purchase from the Company $2,000 of convertible notes, which subscription amount shall be subject to increase by up to an additional $1,000 as determined by BNN and the Company, or collectively, the Convertible Notes. The Convertible Notes, which shall be convertible into up to 2,727,272 shares of common stock, shall be sold together with certain common stock purchase warrants to purchase up to 2,727,272 shares of common stock. The Convertible Notes shall have a duration of two years. On July 29, 2019, the Company completed the first closing in the Preferred Offering, pursuant to which it sold 2,386,363 shares of Preferred Stock and 3,579,544 accompanying Preferred Warrants for aggregate gross proceeds of $5,250. The Company paid an aggregate of $420 in fees in with respect to the Preferred Offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission, or the SEC, regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America, or U.S. GAAP, for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for fair statement of results for the interim periods presented have been included. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year 2019 or for other interim periods or for future years. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. Furthermore, from February 24, 2019 the Company began to account for the investment in Micronet in accordance with the equity method, and therefore, the results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year 2019 or for other interim periods or for future years. Principles of Consolidation The accompanying financial statements are prepared in accordance with U.S. GAAP. |
Loans from Others
Loans from Others | 9 Months Ended |
Sep. 30, 2019 | |
Loans from Others [Abstract] | |
LOANS FROM OTHERS | Note 3 — Loans from others On March 29, 2018, the Company and MICT Telematics Ltd. (formerly known as Enertec Electronics Ltd.), or MICT Telematics, a subsidiary of the Company, executed and closed on a securities purchase agreement with YA II whereby the Company issued and sold to YA II (1) certain Series A Convertible Debentures in the aggregate principal aggregate amount of $3,200, or the Series A Debentures, and (2) a Series B Convertible Debenture in the principal aggregate amount of $1,800, or the Series B Debenture. The Series A Debentures were issued in exchange for the cancellation and retirement of certain promissory notes issued by the Company to YA II on October 28, 2016, December 22, 2016, June 8, 2017 and August 22, 2017, with a total outstanding aggregate principal amount of $3,200. The Series B Debenture was issued and sold for aggregate gross cash proceeds of $1,800. In addition, pursuant to the terms of the securities purchase agreement, the Company agreed to issue to YA II a warrant to purchase up to 375,000 shares of the Company's common stock at an exercise price of $2.00 per share, a warrant to purchase up to 200,000 shares of the Company's common stock at an exercise price of $3.00 per share and a warrant to purchase up to 112,500 shares of the Company's common stock at an exercise price of $4.00 per share. In conjunction with the issuance of the Series A Debentures and the Series B Debentures, a total of $273 in fees and expenses were deducted from the aggregate gross proceeds and paid to YA II. As of February 21, 2019, the Company issued to YA II 250,000 shares of its common stock as part of a conversion of $250 of the Series A Debenture at a conversion price of $1.00 per share. On March 13, 2019, the Company issued an additional 996,817 shares of its common stock as part of a conversion of $1,000 of the Series A Debenture at a conversion price of $1.10 per share. On October 31, 2019, the Company paid all of its outstanding principal balance of the Series A Debentures in the aggregate amount of $2,057. Concurrently with the Preferred Offering (as defined in Note 1), the Company entered into the Note Purchase Agreement, pursuant to which BNN agreed to purchase from the Company $2,000 of convertible notes which subscription amount shall be subject to increase by up to an additional $1,000 as determined by BNN and the Company, or collectively, the Convertible Notes. The Convertible Notes issued to date, which shall be convertible into up to 2,727,272 shares of common stock, were sold together with certain common stock purchase warrants to purchase up to 2,727,272 shares of common stock. The Convertible Notes have a duration of two years from the date of issuance. See also Note 7. |
Stockholders' Equity (Deficienc
Stockholders' Equity (Deficiency) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIENCY) | Note 4 — Stockholders' Equity (Deficiency) On February 7, 2019, and on April 4, 2019, the Company issued 145,300 and 275,300, respectively, shares of its common stock to its lawyers, directors and consultants. The Company recognized total expenses of $533 in the nine months ended on September 30, 2019. On June 4, 2019, the Company entered into a Securities Purchase Agreement, pursuant to which the Company agreed to sell 3,181,818 shares of Preferred Stock. The Preferred Stock, which shall be convertible into up to 6,363,636 shares of common stock of the Company, was sold together with Preferred Warrants to purchase up to 4,772,727 shares of common stock, for aggregate gross proceeds of $7,000 to the Company. The Preferred Stock is convertible into Common Stock at the option of each holder of Preferred Stock at any time and from time to time, and shall also convert automatically upon the occurrence of certain events, including the completion by the Company of a fundamental transaction. Commencing on March 31, 2020, cumulative cash dividends shall become payable on the Preferred Stock at the rate per share of 7% per annum, which rate shall increase to 14% per annum on June 30, 2020. The Company shall also have the option to redeem some or all of the Preferred Stock, at any time and from time to time, beginning on December 31, 2019. The holders of Preferred Stock vote together with the holders of Common Stock as a single class on as-converted basis, and the holders of Preferred Stock holding a majority-in-interest of the Preferred Stock are be entitled to appoint an independent director to the Company's board of directors (the "Preferred Director"). The Preferred Securities Purchase Agreement provides for customary registration rights. The Preferred Warrants have an exercise price of $1.01 (subject to customary adjustment in the event of future stock dividends, splits and the like) and are exercisable immediately, until the earlier of (i) two years from the date of issuance or (ii) the later of (a) 180 days after the closing by the Company of a change of control transaction, or (b) the company's next debt or equity financing of at least $20 million. On July 29, 2019, the Company completed the first closing in the Preferred Offering, pursuant to which it sold 2,386,363 shares of Preferred Stock and 3,579,544 accompanying Preferred Warrants for aggregate gross proceeds of $5,250. The Company paid an aggregate of $420 in fees in with respect to the Preferred Offering. |
Discontinued Operation
Discontinued Operation | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATION | NOTE 5 — DISCONTINUED OPERATION On December 31, 2017, the Company, Enertec Systems 2001 Ltd., or Enertec, previously our wholly-owned subsidiary, and Enertec Management Ltd., entered into a Share Purchase Agreement, or the Share Purchase Agreement, with Coolisys Technologies Inc., or Coolisys, a subsidiary of DPW Holdings, Inc., or DPW, pursuant to which the Company agreed to sell the entire share capital of Enertec to Coolisys. As consideration for the sale of Enertec's entire share capital, Coolisys agreed to pay, at the closing of the transaction, a purchase price of $5,250 as well as assume up to $4,000 of Enertec debt. Enertec met the definition of a component as defined by Accounting Standards Codification, or ASC, Topic 205. The Company believes the sale represented a strategic shift in its business. Accordingly, its assets and liabilities were classified as held for sale and the results of operations in the statement of operations and prior periods' results have been reclassified as a discontinued operation. On May 22, 2018, the Company closed on the sale, or the Closing, of all of the outstanding equity of Enertec pursuant to the Share Purchase Agreement. At the Closing, the Company received aggregate gross proceeds of approximately $4,700, of which 10% will be held in escrow for up to 14 months after the Closing to satisfy certain potential indemnification claims (see Note 7). Therefore, the Company has recorded such escrowed amount on its balance sheet as restricted cash and a liability. The final consideration amount was adjusted, pursuant to the terms of the Share Purchase Agreement, as a result of adjustments relating to certain Enertec debts at the Closing. In addition, Coolisys also assumed approximately $4,000 of Enertec's debt. The Company's capital gain from the sale of Enertec, based on the Company's balance sheet at the closing date was approximately $6,800. On July 18, 2019, the Company received a written notice from Coolisys directed to the escrow agent, IBI Trust Management, regarding the funds being held in escrow relating to the Share Purchase Agreement relating to the sale of Enertec. The notice alleges that certain escrowed funds should not be released to the Company to satisfy certain claims for indemnity that are being asserted against Enertec Management Ltd. On August 13, 2019, the Company submitted its response to the notice and disputed the allegations. As a result, the escrow agent is therefore required to reserve all of the escrowed funds until the matter is resolved. |
Loss of Control of Subsidiary
Loss of Control of Subsidiary | 9 Months Ended |
Sep. 30, 2019 | |
Loss of Control of Subsidiary [Abstract] | |
LOSS OF CONTROL OF SUBSIDIARY | NOTE 6 — LOSS OF CONTROL OF SUBSIDIARY As of December 31, 2018, we held 49.89% of Micronet's issued and outstanding shares, and together with an irrevocable proxy in our benefit from Mr. David Lucatz, our President and Chief Executive Officer, we held 50.07% of the voting interest in Micronet as of such date. On February 24, 2019, Micronet closed a public equity offering on the TASE. As a result of Micronet's offering, our ownership interest in Micronet was diluted from 49.89% to 33.88%. On February 24, 2019, Mr. David Lucatz, our President and Chief Executive Officer, executed an irrevocable proxy assigning his voting power over 1,980,000 shares of Micronet for our benefit. As a result, the voting interest in Micronet stood at 39.53% of the issued and outstanding shares of Micronet. The decrease in the Company's voting interest in Micronet resulted in the loss of control of Micronet. As a result, effective as of February 24, 2019, we no longer include Micronet's operating results in our financial statements. Therefore, commencing from February 24, 2019, the Company began to account for the investment in Micronet in accordance with the equity method. On September 5, 2019, Micronet closed a public equity offering on the TASE. As a result, our ownership interest in Micronet was diluted from 33.88% to 30.48%, and our current voting interest in Micronet stands at 37.79% of the issued and outstanding shares of Micronet. The Company recorded an impairment of its investment in Micronet and change in fair value in loan to Micronet as of September 30, 2019 in the total amount of $335. The method used for determining fair value of the investment in Micronet was based on a quoted market price on the TASE. While Micronet is a publicly traded company in Israel, its shareholder base is widely spread and we continue to be Micronet's largest shareholder, maintaining a voting interest of 37.79% of its issued and outstanding shares. We believe that since most items that may require shareholder approval required majority consent, we exert a high level of influence over such voting matters which may include the appointment and removal of directors. In that regard, to date, we have appointed a majority of the directors of Micronet's board of directors. Based on the above, although we are unable to fully consolidate Micronet's financial statements according to U.S. GAAP, we also do not consider Micronet to be a discontinued operation since we consider ourselves in effective control of Micronet and the raising of equity by Micronet that diluted our interests was done in order to continue its operations. The following is the composition from Micronet's operation for the three and nine months ended September 30, 2019, respectively: Three months ended Nine months ended 2019 2019 Revenues 2,691 $ 5,718 Gross profit (loss) 692 601 Loss from operations (389 ) (2,599 ) Net Loss (436 ) $ (2,729 ) Net loss in equity method (132 ) (537 ) Impairment of equity method investment and change in fair value in loan to Micronet (335 ) (335 ) Change of ownership interests 101 101 (366 ) 771 |
Loan to Micronet Ltd.
Loan to Micronet Ltd. | 9 Months Ended |
Sep. 30, 2019 | |
Loan to Micronet Ltd. [Abstract] | |
LOAN TO MICRONET LTD. | NOTE 7 — Loan to MICRONET LTD. On September 19, 2019, MICT Telematics Ltd., or MICT Telematics, a wholly owned subsidiary of MICT, Inc., or the Company, entered into a loan agreement with Micronet, or Micronet, pursuant to which MICT Telematics agreed to loan Micronet $250 on certain terms and conditions, or the Loan. The proceeds from the Loan will be used by Micronet for working capital and general corporate needs. The Loan does not bear any interest and is due and payable upon the earlier of (i) December 31, 2019; or (ii) when Micronet receives an investment of at least $250 from non-related parties. The company measures the loan at fair value through profit and loss. On November 13, 2019, the Company and Micronet executed a convertible loan agreement pursuant to which the Company agreed to loan to Micronet $500 in the aggregate, of which $250 consists of a prior loan proved by the Company in September 2019. The loan bears interest at a rate of 3.95% calculated and paid on a quarterly basis. In addition, the loan, if not converted, shall be repaid in four equal installments, the first of such installment payable following the fifth quarter after the issuance of the loan, with the remaining three installments due on each subsequent quarter thereafter, such that the loan shall be repaid in full upon the lapse of 24 months from its grant. In addition, the outstanding principal balance of the loan, and all accrued and unpaid interest, is convertible at the Company's option, at a conversion price equal to 0.38 NIS per Micronet share. Micronet also agreed to issue the Company an option to purchase up to one share of Micronet's ordinary shares for each ordinary share that issued as a result of a conversion of the loan at an exercise price of 0.60 NIS per share, exercisable for a period of 15 months. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS November 2019 Acquisition Agreement On November 7, 2019, MICT, Inc., a Delaware corporation ("MICT" or the "Company"), GFH Intermediate Holdings Ltd., a British Virgin Islands company ("Intermediate") that is wholly owned by Global Fintech Holding Ltd., a British Virgin Islands company ("GFH") entered into, and MICT Merger Subsidiary Inc., a to-be-formed British Virgin Islands company and a wholly owned subsidiary of MICT ("Merger Sub"), shall upon execution of a joinder enter into, an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Intermediate, with Intermediate continuing as the surviving entity, and each outstanding share of Intermediate's common stock shall be cancelled in exchange for the right of the holders thereof to receive a substantially equivalent security of MICT (collectively, the "Acquisition"). GFH will receive an aggregate of 109,946,914 shares of MICT common stock as merger consideration in the Acquisition. Concurrent with the execution of the Merger Agreement, Intermediate entered into (i) a share exchange agreement with Beijing Brookfield Interactive Science & Technology Co. Ltd., an enterprise formed under the laws of the Peoples Republic of China ("Beijing Brookfield"), pursuant to which Intermediate will acquire all of the issued and outstanding ordinary shares and other equity interest of Beijing Brookfield from the shareholders of Beijing Brookfield in exchange for 16,310,759 newly issued shares of GFH and (ii) a share exchange agreement with ParagonEx Ltd., a British Virgin Islands business company ("ParagonEx"), shareholders of ParagoneEx specified therein (the "ParagonEx Sellers") and Mark Gershinson, pursuant to which, the ParagonEx Sellers will transfer to Intermediate all of the issued and outstanding securities of ParagonEx in exchange for Intermediate's payment and delivery of $10.0 million in cash, which is to be paid upon the closing of the Acquisition, and 75,132,504 newly issued shares of GFH deliverable at the closing of the share exchange. After giving effect to the Acquisition, the conversion of the Convertible Debentures (as discussed below) and the conversion or exercise of the securities issued by MICT pursuant to the Offering of Series A Convertible Preferred Stock and Warrants and the Offering of Convertible Note and Warrants, each as previously described in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on June 10, 2019, it is expected that MICT will have approximately $15.0 million of cash as well as ownership of ParagonEx and Beijing Brookfield and that MICT's current stockholders will own approximately 11,089,532 shares, or 7.64%, of the 145,130,577 shares of MICT common stock outstanding. Consummation of the transactions contemplated by the Merger Agreement is subject to certain closing conditions, including, among other things, approval by the stockholders of MICT and receipt of a fairness opinion indicating that the transactions contemplated by the Merger Agreement are fair to the stockholders of MICT. The Merger Agreement contains certain termination rights for the Company and Intermediate. The Merger Agreement also contains customary representations, warranties and covenants made by, among others, MICT, Intermediate and Merger Sub, including as to the conduct of their respective businesses (as applicable) between the date of signing the Merger Agreement and the closing of the transactions contemplated thereby. In connection with the execution and delivery of the Merger Agreement, David Lucatz, on behalf of his affiliates that are stockholders of the Company (the "Stockholder"), entered into a voting agreement (the "Voting Agreement") pursuant to which, during the term of such agreement, the Stockholder has agreed to certain actions in support of the transactions contemplated by the Merger Agreement and will, at every meeting of the stockholders of the Company called for such purpose, and at every adjournment or postponement thereof (or in any other circumstances upon which a vote, consent or approval is sought, including by written consent), not vote any of his shares of the Company's common stock at such meeting in favor of, or consent to, and will vote against and not consent to, the approval of any alternative proposal that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect in any material respect the transactions contemplated by the Merger Agreement. Termination of Acquisition Agreement Effective as of November 7, 2019, the Company, BNN, BI China and ParagonEx (the "Parties") entered into a mutual Termination Agreement (the "Termination Agreement"), pursuant to which the Parties agreed to terminate the 2018 Acquisition Agreement, effective immediately. November 2019 5% Convertible Debentures In addition, on November 7, 2019, the Company entered into a Securities Purchase Agreement (the " Primary Purchase Agreement Primary Purchasers Primary Convertible Debentures Primary Convertible Debenture Offering Non-Primary Purchase Agreement Purchase Agreements Non-Primary Purchasers Purchasers Non-Primary Convertible Debentures Convertible Debentures Convertible Debenture Offering Subject to stockholder approval of an increase in the shares of Common Stock to allow for the full conversion of the Convertible Debentures into Common Stock, the Convertible Debentures shall be convertible into Common Stock at the option of the Purchasers at any time and from time to time. Upon the closing of the Acquisition and written notice of the Company to the Purchasers, the Purchasers shall be forced to convert the Convertible Debentures into shares of Common Stock of the Company (the " Forced Conversion The proceeds of each Convertible Debenture Offering shall be placed in separate blocked bank accounts, each of which shall be subject to a blocked deposit account control agreement to be entered into. The Company shall not have access to such proceeds until the closing of the Acquisition and only upon the satisfaction of certain other requirements, including, among other things, effectiveness of the Resale Registration Statement The Purchase Agreements provide for customary registration rights, pursuant to their respective registration rights agreement to be entered into at the time of the closing of the Convertible Debenture Offering (each, a " Registration Rights Agreement Resale Registration Statement Micronet Convertible Loan Agreement On November 13, 2019, the Company and Micronet executed a convertible loan agreement pursuant to which the Company agreed to loan to Micronet $500 in the aggregate, of which $250 consists of a prior loan proved by the Company in September 2019, as discussed in Note 7 above Repayment of Series A Debentures On October 2019, the Company made a payment of approximately $2,057 to YA II and repaid the outstanding principal balance of the Series A Debentures such that the Series A Debentures have been satisfied in full. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission, or the SEC, regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America, or U.S. GAAP, for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for fair statement of results for the interim periods presented have been included. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year 2019 or for other interim periods or for future years. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. Furthermore, from February 24, 2019 the Company began to account for the investment in Micronet in accordance with the equity method, and therefore, the results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year 2019 or for other interim periods or for future years. |
Principles of Consolidation | Principles of Consolidation The accompanying financial statements are prepared in accordance with U.S. GAAP. |
Loss of Control of Subsidiary (
Loss of Control of Subsidiary (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Micronet [Member] | |
Schedule of discontinued operation | Three months ended Nine months ended 2019 2019 Revenues 2,691 $ 5,718 Gross profit (loss) 692 601 Loss from operations (389 ) (2,599 ) Net Loss (436 ) $ (2,729 ) Net loss in equity method (132 ) (537 ) Impairment of equity method investment and change in fair value in loan to Micronet (335 ) (335 ) Change of ownership interests 101 101 (366 ) 771 |
Description of Business (Detail
Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 04, 2019 | Jul. 31, 2019 | Jul. 29, 2019 | Jun. 04, 2019 | Feb. 28, 2019 | Feb. 24, 2019 | Dec. 18, 2018 | Jul. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Oct. 31, 2019 | Sep. 05, 2019 |
Description of Business (Textual) | |||||||||||||||
Irrevocable proxy assigning his voting power | 1,980,000 | ||||||||||||||
Voting interest of Micronet increased | 39.53% | ||||||||||||||
Losses | $ (1,210) | $ (2,636) | $ (3,222) | $ 10 | |||||||||||
Net profit (loss) from deconsolidation of Micronet Ltd. | $ 299 | ||||||||||||||
Total comprehensive loss | (1,152) | $ (4,045) | (3,863) | (2,230) | |||||||||||
Net cash used in operating activities | (1,928) | (5,372) | |||||||||||||
Pay off all to the bank loans | 352 | $ 1,342 | |||||||||||||
Total dollar amount | $ 30,000 | ||||||||||||||
Proceeds from sale of securities | $ 1,000 | ||||||||||||||
Voting interest | 50.07% | ||||||||||||||
Percentage of shares issued and outstanding | 49.89% | ||||||||||||||
Outstanding bank loans | $ 2,806 | ||||||||||||||
Preferred Stock stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Aggregate amount | $ 2,057 | $ 2,057 | $ 3,004 | ||||||||||||
Conversion of preferred stock | 6,363,636 | 6,363,636 | |||||||||||||
Aggregate gross proceeds | $ 7,000 | $ 5,250 | |||||||||||||
Common Stock | |||||||||||||||
Description of Business (Textual) | |||||||||||||||
Sale of an aggregate shares of gross proceeds | 116,650 | 1,246,817 | 572,959 | ||||||||||||
Preferred Stock [Member] | |||||||||||||||
Description of Business (Textual) | |||||||||||||||
Irrevocable proxy assigning his voting power | 2,386,363 | 2,386,363 | |||||||||||||
Sale of stock issued | 2,386,363 | 2,386,363 | |||||||||||||
Total fees | $ 420 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Description of Business (Textual) | |||||||||||||||
Sale of stock issued | 3,579,544 | ||||||||||||||
Gross proceeds | $ 5,250 | ||||||||||||||
Series B Convertible Debentures [Member] | |||||||||||||||
Description of Business (Textual) | |||||||||||||||
Outstanding bank loans | $ 251 | ||||||||||||||
Aggregate amount | $ 1,225 | $ 1,225 | |||||||||||||
Series A Convertible Debentures [Member] | |||||||||||||||
Description of Business (Textual) | |||||||||||||||
Sale of stock issued | 3,181,818 | ||||||||||||||
Sale of stock price per share | $ 2.2 | $ 2.2 | |||||||||||||
Accrued interest, percentage | 10.00% | ||||||||||||||
Series A Convertible Debentures [Member] | Subsequent Event [Member] | |||||||||||||||
Description of Business (Textual) | |||||||||||||||
Aggregate amount | $ 2,057 | ||||||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Description of Business (Textual) | |||||||||||||||
Sale of stock issued | 2,727,272 | 2,727,272 | |||||||||||||
Purchase amount of convertible notes from company | $ 2,000 | $ 2,000 | |||||||||||||
Additional amount increased by BNN | $ 1,000 | $ 1,000 | |||||||||||||
Warrants to purchase of common stock | 2,727,272 | 2,727,272 | |||||||||||||
BVI Pubco [Member] | |||||||||||||||
Description of Business (Textual) | |||||||||||||||
Acquisitions description | Merger Sub, BNN Technology PLC, a United Kingdom Private limited company, or BNN, Brookfield Interactive (Hong Kong) Limited, a Hong Kong company and a subsidiary of BNN, or BI China, ParagonEx LTD, a British Virgin Islands company, or ParagonEx, certain holders of ParagonEx's outstanding ordinary shares and a trustee thereof, and Mark Gershinson, in the capacity as the representative of the ParagonEx sellers, entered into an Acquisition Agreement, or the Acquisition Agreement, pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Acquisition Agreement, Merger Sub will merge with and into the Company, as a result of which each outstanding share of the Company's common stock and warrant to purchase the same shall be cancelled in exchange for the right of the holders thereof to receive 0.93 substantially equivalent securities of BVI Pubco, after which BVI Pubco will acquire (i) all of the issued and outstanding securities of BI China in exchange for newly issued ordinary shares of BVI Pubco and (ii) all of the issued and outstanding ordinary shares of ParagonEx for a combination of cash in the amount equal to approximately $25,000 (the majority of which was raised in a private placement by BVI Pubco), unsecured promissory notes and newly issued ordinary shares of BVI Pubco, or collectively, the Acquisitions. | ||||||||||||||
Micronet [Member] | |||||||||||||||
Description of Business (Textual) | |||||||||||||||
Voting interest of Micronet increased | 50.07% | ||||||||||||||
Ownership interest in Micronet, diluted | 49.89% | ||||||||||||||
Percentage of shares issued and outstanding | 37.79% | ||||||||||||||
Maximum [Member] | |||||||||||||||
Description of Business (Textual) | |||||||||||||||
Ownership interest in Micronet, diluted | 49.89% | 33.88% | |||||||||||||
Minimum [Member] | |||||||||||||||
Description of Business (Textual) | |||||||||||||||
Ownership interest in Micronet, diluted | 33.88% | 30.48% |
Loans from Others (Details)
Loans from Others (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 13, 2019 | Jun. 04, 2019 | Feb. 21, 2019 | Mar. 29, 2018 | Sep. 30, 2019 | Oct. 31, 2019 | Dec. 31, 2018 |
Loans from Others (Textual) | |||||||
Fees and expenses | $ 273 | ||||||
Conversion price per share | $ 1.10 | $ 1 | |||||
Issued to shares of common stock converted | 250,000 | ||||||
Conversion amount | $ 250 | ||||||
Aggregate amount | $ 2,057 | $ 3,004 | |||||
Series A Debentures [Member] | Subsequent Event [Member] | |||||||
Loans from Others (Textual) | |||||||
Aggregate amount | $ 2,057 | ||||||
Securities Purchase Agreement [Member] | |||||||
Loans from Others (Textual) | |||||||
Securities purchase agreement, description | The Company and MICT Telematics Ltd. (formerly known as Enertec Electronics Ltd.), or MICT Telematics, a subsidiary of the Company, executed and closed on a securities purchase agreement with YA II whereby the Company issued and sold to YA II (1) certain Series A Convertible Debentures in the aggregate principal aggregate amount of $3,200, or the Series A Debentures, and (2) a Series B Convertible Debenture in the principal aggregate amount of $1,800, or the Series B Debenture. The Series A Debentures were issued in exchange for the cancellation and retirement of certain promissory notes issued by the Company to YA II on October 28, 2016, December 22, 2016, June 8, 2017 and August 22, 2017, with a total outstanding aggregate principal amount of $3,200. The Series B Debenture was issued and sold for aggregate gross cash proceeds of $1,800. | ||||||
Securities Purchase Agreement [Member] | Convertible Notes [Member] | |||||||
Loans from Others (Textual) | |||||||
Conversion price per share | $ 1.10 | ||||||
Issued to shares of common stock converted | 996,817 | ||||||
Conversion amount | $ 1,000 | ||||||
Sale of stock issued | 2,727,272 | 2,727,272 | |||||
Purchase amount of convertible notes from company | $ 2,000 | $ 2,000 | |||||
Additional amount increased by BNN | $ 1,000 | $ 1,000 | |||||
Warrants to purchase of common stock | 2,727,272 | 2,727,272 | |||||
Convertible notes, terms | 2 years | ||||||
Securities Purchase Agreement [Member] | YA II [Member] | |||||||
Loans from Others (Textual) | |||||||
Securities purchase agreement, description | Pursuant to the terms of the securities purchase agreement, the Company agreed to issue to YA II a warrant to purchase up to 375,000 shares of the Company's common stock at an exercise price of $2.00 per share, a warrant to purchase up to 200,000 shares of the Company's common stock at an exercise price of $3.00 per share and a warrant to purchase up to 112,500 shares of the Company's common stock at an exercise price of $4.00 per share. |
Stockholders' Equity (Deficie_2
Stockholders' Equity (Deficiency) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 04, 2019 | Jul. 31, 2019 | Jul. 29, 2019 | Sep. 30, 2019 | Apr. 04, 2019 | Feb. 07, 2019 |
Stockholders' Equity (Deficiency) (Textual) | ||||||
Shares issued of common stock | 275,300 | 145,300 | ||||
Total expenses | $ 533 | |||||
Conversion of preferred stock | 6,363,636 | |||||
Conversion of preferred warrants | 4,772,727 | |||||
Aggregate gross proceeds | $ 7,000 | $ 5,250 | ||||
Cumulative cash dividends payable, description | Commencing on March 31, 2020, cumulative cash dividends shall become payable on the Preferred Stock at the rate per share of 7% per annum, which rate shall increase to 14% per annum on June 30, 2020. | |||||
Preferred warrants exercise price | $ 1.01 | |||||
Preferred warrants exercisable, description | (i) two years from the date of issuance or (ii) the later of (a) 180 days after the closing by the Company of a change of control transaction, or (b) the company's next debt or equity financing of at least $20 million. | |||||
Preferred Stock [Member] | ||||||
Stockholders' Equity (Deficiency) (Textual) | ||||||
Total expenses | $ 420 | |||||
Sale of stock | 2,386,363 | 2,386,363 | ||||
Warrant [Member] | ||||||
Stockholders' Equity (Deficiency) (Textual) | ||||||
Sale of stock | 3,579,544 | |||||
Series A Convertible Preferred Stock [Member] | ||||||
Stockholders' Equity (Deficiency) (Textual) | ||||||
Sale of stock | 3,181,818 |
Discontinued Operation (Details
Discontinued Operation (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2017 | |
Discontinued Operation (Textual) | ||
Purchase price | $ 5,250 | |
Enertec debt | $ 4,000 | |
Aggregate gross proceeds | $ 4,700 | |
Percentage of held in escrow | 10.00% | |
Capital gain from the sale of enertec | $ 6,800 | |
Coolisys [Member] | ||
Discontinued Operation (Textual) | ||
Enertec debt | $ 4,000 |
Loss of Control of Subsidiary_2
Loss of Control of Subsidiary (Details) - Micronet [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Revenues | $ 2,691 | $ 5,718 |
Gross profit (loss) | 692 | 601 |
Loss from operations | (389) | (2,599) |
Net Loss | (436) | (2,729) |
Net loss in equity method | (132) | (537) |
Impairment of equity method investment and change in fair value in loan to Micronet | (335) | (335) |
Change of ownership interests | 101 | 101 |
Loss of control | $ (366) | $ 771 |
Loss of Control of Subsidiary_3
Loss of Control of Subsidiary (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 24, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 05, 2019 | |
Loss of Control of Subsidiary (Textual) | ||||
Irrevocable proxy assigning his voting power | 1,980,000 | |||
Voting interest of Micronet increased | 39.53% | |||
Percentage of shares issued and outstanding | 49.89% | |||
Impairment for investment | $ 335 | |||
Micronet [Member] | ||||
Loss of Control of Subsidiary (Textual) | ||||
Voting interest of Micronet increased | 50.07% | |||
Ownership interest in Micronet, diluted | 49.89% | |||
Percentage of shares issued and outstanding | 37.79% | |||
Maximum [Member] | ||||
Loss of Control of Subsidiary (Textual) | ||||
Ownership interest in Micronet, diluted | 49.89% | 33.88% | ||
Minimum [Member] | ||||
Loss of Control of Subsidiary (Textual) | ||||
Ownership interest in Micronet, diluted | 33.88% | 30.48% |
Loan to Micronet Ltd. (Details)
Loan to Micronet Ltd. (Details) $ in Thousands | Nov. 13, 2019USD ($)₪ / shares | Sep. 19, 2019USD ($) |
Subsequent Event [Member] | Micronet [Member] | ||
Loan to Micronet Ltd. (Textual) | ||
Agreed to loan | $ 500 | |
Bears interest rate | 3.50% | |
Conversion price per share | ₪ / shares | $ 0.38 | |
Exercise price per share | ₪ / shares | $ 0.60 | |
Subsequent Event [Member] | Micronet [Member] | Short-term Debt [Member] | ||
Loan to Micronet Ltd. (Textual) | ||
Agreed to loan | $ 250 | |
Subsidiary [Member] | ||
Loan to Micronet Ltd. (Textual) | ||
Agreed to loan | $ 250 | |
Loan to subsidiary, description | The Loan does not bear any interest and is due and payable upon the earlier of (i) December 31, 2019; or (ii) when Micronet receives an investment of at least $250 from non-related parties. |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Nov. 07, 2019USD ($)shares | Nov. 13, 2019USD ($) | Nov. 07, 2019₪ / shares | Oct. 31, 2019USD ($) | Sep. 30, 2019$ / shares | Mar. 13, 2019$ / shares | Feb. 21, 2019$ / shares | Dec. 31, 2018$ / shares |
Subsequent Events (Textual) | ||||||||
Conversion price per share | $ / shares | $ 1.10 | $ 1 | ||||||
Convertible Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Subsequent Event [Member] | Micronet [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Aggregate principal amount | $ 500 | |||||||
Subsequent Event [Member] | Micronet [Member] | Short term [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Aggregate principal amount | $ 250 | |||||||
Subsequent Event [Member] | Merger Agreement [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Exchange for newly issued shares | shares | 16,310,759 | |||||||
Exchange for Intermediate's payment | $ 10,000 | |||||||
Acquisition shares of common stock | shares | 109,946,914 | |||||||
Acquisition of conversion, description | The Company's Current Report on Form 8-K filed with the SEC on June 10, 2019, it is expected that MICT will have approximately $25 million of cash as well as ownership of ParagonEx and Beijing Brookfield and that MICT's current stockholders will own approximately 11,089,532 shares, or 7.64%, of the 145,130,577 shares of MICT common stock outstanding. | |||||||
Issued of new shares | shares | 75,132,504 | |||||||
Subsequent Event [Member] | Convertible Debt [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Conversion price per share | ₪ / shares | ₪ 1.41 | |||||||
Subsequent Event [Member] | Convertible Debt [Member] | Primary Purchase Agreement [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Outstanding principal balance | $ 15,900 | |||||||
Securities purchase percentage | 5.00% | |||||||
Subsequent Event [Member] | Convertible Debt [Member] | NonPrimary Purchase Agreement [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Outstanding principal balance | $ 9,000 | |||||||
Securities purchase percentage | 5.00% | |||||||
Subsequent Event [Member] | Series A Debentures [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Outstanding principal balance | $ 2,057 |