| STOCKHOLDERS’ EQUITY | Note 3
— Stockholders’ Equity On June 4, 2019, we entered into
a Securities Purchase Agreement (the “Preferred Securities Purchase Agreement”) with the purchasers named therein (the “Preferred
Purchasers”), pursuant to which we agreed to sell 3,181,818 shares of newly designated Series A Convertible Preferred Stock with
a stated value of $2.20 per share (the “Preferred Stock”). The Preferred Stock, are convertible into up to 6,363,636 shares
of our common stock, par value $0.001 per share (the “Common Stock”), and were sold together with certain Common Stock purchase
warrants (the “Preferred Warrants”) to purchase up to 4,772,727 shares of Common Stock (representing 75% of the aggregate
number of shares of Common Stock into which the Preferred Stock shall be convertible), for aggregate gross proceeds of $7 million to us
(the “Preferred Offering”). On July 29, 2019, the Company
completed the first closing in the Preferred Offering, pursuant to which it sold 2,386,363 shares of Series A Preferred Stock and 3,579,544
accompanying Series A Preferred Warrants for aggregate gross proceeds of $5,250,000. The Company paid an aggregate of $420,000 in fees
with respect to this closing of the Preferred Offering. Additionally, in January 2020, the Company completed a second closing of the sale
of Series A Convertible Preferred Stock, pursuant to which it sold 795,455 additional shares of Series A Preferred Stock and 1,193,183
accompanying Preferred Warrants to purchase up to 1,084,712 shares of the Company’s common stock, for aggregate gross proceeds of
$1,750,000. The Company paid an aggregate of $140,000 in fees with respect to this closing of the Preferred Offering. The Series A Preferred Stock
was convertible into common stock at the option of each holder of Series A Preferred Stock at any time and from time to time, and was
also convertible automatically upon the occurrence of certain events. The Company also had the option to redeem some or all of the Series
A Preferred Stock, at any time and from time to time, beginning on December 31, 2019 subject to the satisfaction of certain conditions.
The holders of Series A Preferred Stock voted together with the holders of common stock as a single class on as-converted basis, and the
holders of Series A Preferred Stock holding a majority-in-interest of the Series A Preferred Stock were entitled to appoint an independent
director to the Company’s board of directors. The Preferred Securities Purchase Agreement provided for customary registration rights. The Series A 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 $20,000,000. Pursuant to the April 21, 2020,
and the July 8, 2020 Agreements entered by MICT with various purchasers for the sale of certain convertible notes as described in the
Description of Business above, MICT sold convertible notes with an aggregate total principal amount of approximately $15.0 million under
such terms as described hereinabove. Based on the terms included in the convertible notes, following receipt of the Company’s stockholders
in September 2020, the Convertible Notes were converted into 13,636,363 shares of common stock of the Company at a conversion price of
$1.10 per share as set above. On July 1, 2020, MICT completed
its acquisition (the “Acquisition”) of GFH Intermediate Holdings Ltd. (“GFHI”), pursuant to the previously announced
Agreement and Plan of Merger entered into on November 7, 2019 by and between MICT, GFHI, Global Fintech Holding Ltd. (“GFH”),
a British Virgin Islands company and the sole shareholder of GFHI, and MICT Merger Subsidiary Inc., a British Virgin Islands company and
a wholly owned subsidiary of MICT (“Merger Sub”), as amended and restated on April 15, 2020 (the “Restated Merger Agreement”).
As of the date hereof pursuant to the Acquisition the Company issued to GFH 22,727,272 shares of common stock reflecting a price of $1.10
per each MICT share. 13 On September 8, 2020, the Company
and all of the holders (the “Holders”) of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share
(the “Series A Preferred”), entered into a series of Series A Convertible Preferred Stock Exchange Agreements (each an Exchange
Agreement and together, the “Exchange Agreements”), pursuant to which the Holders exchanged an aggregate of 3,181,818 shares
of the Series A Preferred, on a 1-for-2 basis, for an aggregate of 6,363,636 shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”). On September 10, 2020, the Company
and the holder (the “Holder”) of the Company’s Series B Convertible Preferred Stock, with a par value of $0.001 per
share (the “Series B Preferred”), entered into that certain Series B Convertible Preferred Stock Exchange Agreement (the “Exchange
Agreement”) in the form attached hereto as Exhibit 10.1, pursuant to which the Holder exchanged an aggregate of 1,818,181 shares
of the Series B Preferred, on a 1-for-1 basis, for an aggregate of 1,818,181 shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”). On November 2, 2020 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 sold 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
are 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 sale of Units pursuant to the Securities. Purchase Agreement occurred
on November 4, 2020. By December 31, 2020, the Company had received a total of $22.325 million in gross proceeds pursuant to Offering
and issued in the aggregate, 7,600,000 Units. The remaining gross proceeds, in the additional aggregate amount of $2.675 million, were
received by the Company on March 1, 2021 and in consideration for such proceeds, the Company issued the remaining 2,400,000 units. On
February 11, 2021, the Company announced that it has entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain institution investors for the sale of (i) 22,471,904 shares of common stock, (ii) 22,471,904 Series A Warrants to purchase
22,471,904 shares of common stock and (iii) 11,235,952 Series B Warrants to purchase 11,235,952 shares of common stock at a combined
purchase price of $2.67 (the “Offering”). The gross proceeds to the Company from the Offering are expected to be approximately
$60.0 million . The Series A Warrants will be exercisable six months after the date of issuance, have an exercise price of $2.80 per
share and will expire five and one-half years from the date of issuance. The Series B Warrants will be exercisable six months after the
date of issuance, have an exercise price of $2.80 per share and will expire three and one-half years from the date of issuance. The Company
received net proceeds of $54.0 million on February 16, 2021 after deducting the Placement Agent’s fees and other expenses. On March
2, 2021, the Company entered into a Securities Purchase Agreement with certain investors for the purpose of raising approximately $54.0
million in gross proceeds for the Company. 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 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 of Common Stock, 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 date was on March 4, 2021. The Company received
net proceeds of $48.69 million on March 4, 2021, after deducting the Placement Agent’s fees and other expenses. |
