Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
24 August 2021 - 7:01AM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-256209
Prospectus Supplement No. 2 to Reoffer
Prospectus
of
MICT, Inc.
Up to 43,107,034 Shares of Common Stock
This Prospectus Supplement
No. 2, dated August 16, 2021 (this “Supplement”), supplements the reoffer prospectus filed as part of the Registration Statement
on Form S-3 filed by MICT, Inc. (the “Company”, MICT,” “us”, “our”
or “we”) with the Securities and Exchange Commission (the “SEC”) on July 7, 2021 (the “Prospectus”),
relating to the resale of common stock, par value $0.001 per share (the “Common Stock”), of the Company which may be offered
and sold from time to time by Selling Stockholders, or their successors in interest (the “Selling Stockholders”), of our Common
Stock. This Supplement covers 43,017,034 shares of common stock warrants (the “Shares”).
You should read this Supplement
in conjunction with the Prospectus. This Supplement is qualified by reference to the Prospectus, except to the extent the information
in this Supplement supersedes the information contained in the Prospectus.
Our Common Stock is quoted
on the Nasdaq Capital Market under the symbol “MICT”. On August 13, 2021, the closing sales price of our Common Stock on the
Nasdaq Capital Market was $1.99 per share.
The
Shares may be offered from time to time by any or all of the Selling Stockholders through ordinary brokerage transactions, in negotiated
transactions or in other transactions, at such prices as such Selling Stockholder may determine, which may relate to market prices prevailing
at the time of sale or be a negotiated price. See “Plan of Distribution” in the Prospectus. Sales may be made through
brokers or to dealers, who are expected to receive customary commissions or discounts. Brokers or dealers effecting transactions
in these Shares should confirm that the Shares are registered under applicable state law or that an exemption from registration is available.
The
Selling Stockholders and participating brokers and dealers may be deemed to be “underwriters” within the meaning of the Securities
Act, in which event any profit on the sale of Shares of those Selling Stockholders and any commissions or discounts received by those
brokers or dealers may be deemed to be underwriting compensation under the Securities Act.
You should carefully read
and consider the risk factors under Item 1A beginning on page 31 of our Annual Report on Form 10-K for the year ended December 31,
2020 for risks relating to investment in the Company’s securities.
Neither the SEC nor any
state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus
or this Supplement. Any representation to the contrary is a criminal offense.
The information set forth
under the caption “Selling Stockholders” in the Prospectus is amended and restated in its entirety as set forth below and
is provided for the primary purpose of updating the table of Selling Stockholders contained in the Prospectus.
The date
of this Supplement is August 16, 2021
SELLING STOCKHOLDERS
The following table sets forth
the names of the Selling Stockholders (and/or the beneficial owners) and the number of Shares beneficially owned by each of them as of
the date of this prospectus supplement.
The table below supplements
or amends the table of Selling Stockholder contained on pages 10 and 11 of the reoffer prospectus dated July 7, 2021. Where the name of
a Selling Stockholder identified in the table below also appears in the table in the reoffer prospectus, the information set forth in
the table below regarding that Selling Stockholder supersedes the information in the reoffer prospectus. Information in the table below
with respect to beneficial ownership has been furnished by each of the Selling Stockholders. The Shares are being registered to permit
public secondary trading of the Shares, and Selling Stockholders may offer the Shares for resale from time to time. The Selling Stockholders listed in the table below may have sold, transferred, otherwise disposed
of or purchased, or may sell, transfer, otherwise dispose of or purchase, at any time and from time to time, Shares of our Common Stock
in transactions exempt from the registration requirements of the Securities Act or in the open market after the date on which they provided
the information set forth in the table below.
The following table further
sets forth (i) the aggregate of the number of Shares held by each Selling Stockholder on or about the date of this Supplement (ii) the
number of Shares that each Selling Stockholder may offer for sale from time to time pursuant to the Prospectus, as supplemented by this
Supplement, whether or not such Selling Stockholder has a present intention to do so; and (iii) the number of Shares to be beneficially
owned by each Selling Stockholder following the sale of all Shares that may be so offered pursuant to the Prospectus. There is no assurance
that any of the Selling Stockholders will sell any or all of the Shares offered by them under the Prospectus or this Supplement. Any changed
information will be set forth in an amendment or supplement to the Prospectus or this Supplement, to the extent required by law.
Name of Selling Security Holder
|
|
Number of
Shares
Beneficially
Owned
Before the
Offering
|
|
|
Number of
Shares
Offered for
the Account
of the
Selling
Stockholder
|
|
|
Number of
Shares
Beneficially
Owned After
Offering
|
|
|
Percentage
of Shares
Beneficially
Owned
After
Offering
|
|
Adebayo Oladipo Alaba
|
|
|
151,691
|
|
|
|
151,691
|
|
|
|
–
|
|
|
|
*
|
|
Adrian McAlpine
|
|
|
499,307
|
|
|
|
184,306
|
|
|
|
315,001
|
|
|
|
*
|
|
A.G.P./Alliance Global Partners
|
|
|
584,607
|
|
|
|
584,607
|
|
|
|
–
|
|
|
|
*
|
|
Alan Jones
|
|
|
4,500
|
|
|
|
4,500
|
|
|
|
–
|
|
|
|
*
|
|
Alastair Hunter
|
|
|
28,091
|
|
|
|
28,091
|
|
|
|
–
|
|
|
|
*
|
|
Altium Growth Fund, LP(1)
|
|
|
7,570,510
|
|
|
|
2,755,102
|
|
|
|
–
|
|
|
|
*
|
|
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B(2)
|
|
|
7,570,510
|
|
|
|
2,755,102
|
|
|
|
4,815,408
|
|
|
|
4.0
|
%
|
Ami Assets S.A.
|
|
|
90,000
|
|
|
|
90,000
|
|
|
|
–
|
|
|
|
*
|
|
Andrew Martin Sciama
|
|
|
2,037,174
|
|
|
|
454,597
|
|
|
|
1,582,577
|
|
|
|
1.3
|
%
|
Anson Investments Master Fund LP(3)
|
|
|
5,677,883
|
|
|
|
2,066,327
|
|
|
|
3,611,556
|
|
|
|
3.0
|
%
|
Anson East Master Fund LP(4)
|
|
|
1,892,627
|
|
|
|
688,775
|
|
|
|
–
|
|
|
|
*
|
|
Anthony Sultan
|
|
|
436,493
|
|
|
|
252,818
|
|
|
|
183,675
|
|
|
|
*
|
|
Armistice Capital Master Fund Ltd.(5)
|
|
|
7,570,510
|
|
|
|
2,755,102
|
|
|
|
–
|
|
|
|
*
|
|
Carltane (International) Limited
|
|
|
674,183
|
|
|
|
404,509
|
|
|
|
269,674
|
|
|
|
*
|
|
Carmelo Cataudella
|
|
|
68,588
|
|
|
|
68,588
|
|
|
|
–
|
|
|
|
*
|
|
Catherine Mercer
|
|
|
22,500
|
|
|
|
22,500
|
|
|
|
–
|
|
|
|
*
|
|
Cerys Hopkirk
|
|
|
224,727
|
|
|
|
224,727
|
|
|
|
–
|
|
|
|
*
|
|
China Strategic Investments Limited
|
|
|
1,746,791
|
|
|
|
74,711
|
|
|
|
1,672,080
|
|
|
|
1.4
|
%
|
Christopher Baker
|
|
|
33,709
|
|
|
|
33,709
|
|
|
|
–
|
|
|
|
*
|
|
Christopher Fleet
|
|
|
90,000
|
|
|
|
90,000
|
|
|
|
–
|
|
|
|
*
|
|
Christopher Johnson
|
|
|
121,000
|
|
|
|
121,000
|
|
|
|
–
|
|
|
|
*
|
|
Cushman Holdings Limited
|
|
|
1,244,004
|
|
|
|
85,373
|
|
|
|
1,158,631
|
|
|
|
*
|
|
Darren Mercer
|
|
|
11,620,939
|
|
|
|
5,620,939
|
|
|
|
6,000,000
|
|
|
|
5.0
|
%
|
David Bassett
|
|
|
23,511
|
|
|
|
23,511
|
|
|
|
–
|
|
|
|
*
|
|
David Birenbaum
|
|
|
27,873
|
|
|
|
27,873
|
|
|
|
–
|
|
|
|
*
|
|
David Bocchi
|
|
|
374,148
|
|
|
|
374,148
|
|
|
|
–
|
|
|
|
*
|
|
David Langer
|
|
|
56,182
|
|
|
|
56,182
|
|
|
|
–
|
|
|
|
*
|
|
Deerwood Assets Limited
|
|
|
561,818
|
|
|
|
561,818
|
|
|
|
–
|
|
|
|
*
|
|
Don Godwin
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
–
|
|
|
|
*
|
|
East Anglia Investments
|
|
|
2,300,000
|
|
|
|
2,300,000
|
|
|
|
–
|
|
|
|
*
|
|
Emma Louise Kirby
|
|
|
112,364
|
|
|
|
112,364
|
|
|
|
–
|
|
|
|
*
|
|
Emanuel Cohen
|
|
|
37,164
|
|
|
|
37,164
|
|
|
|
–
|
|
|
|
*
|
|
Empery Asset Master LTD(7)
|
|
|
3,626,713
|
|
|
|
1,663,311
|
|
|
|
1,963,402
|
|
|
|
1.6
|
%
|
Empery Tax Efficient III, LP(8)
|
|
|
2,251,369
|
|
|
|
625,369
|
|
|
|
1,626,232
|
|
|
|
1.3
|
%
|
Empery Tax Efficient, LP(9)
|
|
|
1,333,930
|
|
|
|
466,422
|
|
|
|
867,508
|
|
|
|
*
|
|
Ensco 1390 Limited
|
|
|
3,208,000
|
|
|
|
3,208,000
|
|
|
|
–
|
|
|
|
*
|
|
Ernest Bennett
|
|
|
67,500
|
|
|
|
67,500
|
|
|
|
–
|
|
|
|
*
|
|
Fiona Dreesmann
|
|
|
56,182
|
|
|
|
56,182
|
|
|
|
–
|
|
|
|
*
|
|
Gary John Sewell
|
|
|
28,091
|
|
|
|
28,091
|
|
|
|
–
|
|
|
|
*
|
|
Gaynor Charlotte
|
|
|
28,091
|
|
|
|
28,091
|
|
|
|
–
|
|
|
|
*
|
|
George Anagnostou
|
|
|
160,349
|
|
|
|
160,349
|
|
|
|
–
|
|
|
|
*
|
|
Graham Walker
|
|
|
9,000
|
|
|
|
9,000
|
|
|
|
–
|
|
|
|
*
|
|
Grant Mercer
|
|
|
135,000
|
|
|
|
135,000
|
|
|
|
–
|
|
|
|
*
|
|
Gregory Simidian
|
|
|
58,777
|
|
|
|
58,777
|
|
|
|
–
|
|
|
|
*
|
|
Grosvenor Bridging Loans Limited
|
|
|
258,436
|
|
|
|
129,218
|
|
|
|
129,218
|
|
|
|
*
|
|
Guy Stanley Collins
|
|
|
235,963
|
|
|
|
112,364
|
|
|
|
123,599
|
|
|
|
*
|
|
Hadron Alpha Select Fund
|
|
|
1,146,500
|
|
|
|
1,146,500
|
|
|
|
–
|
|
|
|
*
|
|
Hadron Master Fund
|
|
|
262,590
|
|
|
|
262,500
|
|
|
|
–
|
|
|
|
*
|
|
Haim Perry
|
|
|
112,364
|
|
|
|
112,364
|
|
|
|
–
|
|
|
|
*
|
|
Harry Ioannou
|
|
|
213,799
|
|
|
|
115,056
|
|
|
|
–
|
|
|
|
*
|
|
Heights Capital Management, Inc. (6)
|
|
|
2,755,103
|
|
|
|
2,755,103
|
|
|
|
–
|
|
|
|
*
|
|
Hudson Bay Master Fund Ltd.(10)
|
|
|
7,570,510
|
|
|
|
2,755,103
|
|
|
|
4,815,407
|
|
|
|
4.0
|
%
|
Ian Gray
|
|
|
1,103,911
|
|
|
|
794,547
|
|
|
|
309,364
|
|
|
|
*
|
|
Ian Sandler
|
|
|
100,000
|
|
|
|
46,000
|
|
|
|
54,000
|
|
|
|
*
|
|
Jack Barton
|
|
|
185,818
|
|
|
|
56,182
|
|
|
|
129,636
|
|
|
|
*
|
|
James Downes
|
|
|
1,800
|
|
|
|
1,800
|
|
|
|
–
|
|
|
|
*
|
|
James Tang
|
|
|
26,725
|
|
|
|
26,725
|
|
|
|
–
|
|
|
|
*
|
|
Jeremy Hyman Martell
|
|
|
298,115
|
|
|
|
298,115
|
|
|
|
–
|
|
|
|
*
|
|
Joan Beck
|
|
|
326,326
|
|
|
|
146,181
|
|
|
|
180,145
|
|
|
|
*
|
|
John Porter
|
|
|
36,000
|
|
|
|
36,000
|
|
|
|
–
|
|
|
|
*
|
|
Jonathan Clauge
|
|
|
112,364
|
|
|
|
112,364
|
|
|
|
–
|
|
|
|
*
|
|
Julia Prior Palmer
|
|
|
112,364
|
|
|
|
112,364
|
|
|
|
–
|
|
|
|
*
|
|
Keith Dearling
|
|
|
155,324
|
|
|
|
73,036
|
|
|
|
82,288
|
|
|
|
*
|
|
Keith Donofrio
|
|
|
80,175
|
|
|
|
80,175
|
|
|
|
–
|
|
|
|
*
|
|
Kevin Oleskewicz
|
|
|
5,346
|
|
|
|
5,346
|
|
|
|
–
|
|
|
|
*
|
|
Malcolm Webber
|
|
|
11,755
|
|
|
|
11,755
|
|
|
|
–
|
|
|
|
*
|
|
Marc Marot
|
|
|
29,389
|
|
|
|
29,389
|
|
|
|
–
|
|
|
|
*
|
|
Martin Abramson
|
|
|
85,909
|
|
|
|
85,909
|
|
|
|
–
|
|
|
|
*
|
|
Martin Rawlings
|
|
|
408,402
|
|
|
|
224,727
|
|
|
|
183,675
|
|
|
|
*
|
|
Matthew Russell
|
|
|
61,800
|
|
|
|
61,800
|
|
|
|
–
|
|
|
|
*
|
|
Melvyn Sandler
|
|
|
231,818
|
|
|
|
231,818
|
|
|
|
–
|
|
|
|
*
|
|
Michael Ernest Sciama
|
|
|
958,483
|
|
|
|
454,597
|
|
|
|
503,886
|
|
|
|
*
|
|
Michelle Frances Crellin
|
|
|
86,868
|
|
|
|
86,868
|
|
|
|
–
|
|
|
|
*
|
|
Michelle Henderson
|
|
|
36,000
|
|
|
|
36,000
|
|
|
|
–
|
|
|
|
*
|
|
Mike Howard
|
|
|
27,000
|
|
|
|
27,000
|
|
|
|
–
|
|
|
|
*
|
|
Mike Pennington
|
|
|
9,000
|
|
|
|
9,000
|
|
|
|
–
|
|
|
|
*
|
|
Morris Coore
|
|
|
9,000
|
|
|
|
9,000
|
|
|
|
–
|
|
|
|
*
|
|
Morris Mason
|
|
|
18,000
|
|
|
|
18,000
|
|
|
|
–
|
|
|
|
*
|
|
Nigel Johnson
|
|
|
90,000
|
|
|
|
90,000
|
|
|
|
–
|
|
|
|
*
|
|
Oliver Abrahams
|
|
|
1,800
|
|
|
|
1,800
|
|
|
|
–
|
|
|
|
*
|
|
Paul Levinson
|
|
|
89,891
|
|
|
|
89,891
|
|
|
|
–
|
|
|
|
*
|
|
Peter James Ungar
|
|
|
168,546
|
|
|
|
84,273
|
|
|
|
84,273
|
|
|
|
*
|
|
Peter Linas
|
|
|
77,000
|
|
|
|
77,000
|
|
|
|
–
|
|
|
|
*
|
|
Pugh Davies Properties Limited
|
|
|
248,728
|
|
|
|
112,364
|
|
|
|
136,364
|
|
|
|
*
|
|
Ray Turner
|
|
|
56,285
|
|
|
|
56,285
|
|
|
|
–
|
|
|
|
*
|
|
Richard Armstrong
|
|
|
67,500
|
|
|
|
67,500
|
|
|
|
–
|
|
|
|
*
|
|
Richard Green
|
|
|
28,091
|
|
|
|
28,091
|
|
|
|
–
|
|
|
|
*
|
|
Richard Nigel Sciama
|
|
|
860,427
|
|
|
|
356,541
|
|
|
|
503,886
|
|
|
|
*
|
|
RSI Consultancy Limited
|
|
|
223,636
|
|
|
|
223,636
|
|
|
|
–
|
|
|
|
*
|
|
Rulegale Nominees Limited
|
|
|
157,500
|
|
|
|
157,500
|
|
|
|
–
|
|
|
|
*
|
|
Russell Sidebottom
|
|
|
28,091
|
|
|
|
28,091
|
|
|
|
–
|
|
|
|
*
|
|
Simcha Shadmi
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
–
|
|
|
|
*
|
|
Simon Prior-Palmer
|
|
|
2,442,042
|
|
|
|
805,608
|
|
|
|
1,636,433
|
|
|
|
1.3
|
%
|
Stephen Garbutta
|
|
|
168,546
|
|
|
|
112,364
|
|
|
|
56,182
|
|
|
|
*
|
|
Steve Heaney
|
|
|
10,800
|
|
|
|
10,800
|
|
|
|
–
|
|
|
|
*
|
|
Stephen Henesy
|
|
|
224,727
|
|
|
|
224,727
|
|
|
|
–
|
|
|
|
*
|
|
Stuart Mercer
|
|
|
53,711
|
|
|
|
13,709
|
|
|
|
40,002
|
|
|
|
*
|
|
Sutton
|
|
|
124,500
|
|
|
|
124,500
|
|
|
|
–
|
|
|
|
*
|
|
The White Partnership LLP
|
|
|
61,236
|
|
|
|
11,236
|
|
|
|
50,000
|
|
|
|
*
|
|
Tim Steel
|
|
|
40,000
|
|
|
|
40,000
|
|
|
|
–
|
|
|
|
*
|
|
Todd Patrick
|
|
|
28,091
|
|
|
|
28,091
|
|
|
|
–
|
|
|
|
*
|
|
Tom Higgins
|
|
|
16,702
|
|
|
|
16,702
|
|
|
|
–
|
|
|
|
*
|
|
Zachary Grodko
|
|
|
53,450
|
|
|
|
53,450
|
|
|
|
–
|
|
|
|
*
|
|
Zachary Hirsch
|
|
|
21,379
|
|
|
|
21,379
|
|
|
|
–
|
|
|
|
*
|
|
Zulfiqur Al Tanveer Haider
|
|
|
112,364
|
|
|
|
112,364
|
|
|
|
–
|
|
|
|
*
|
|
|
(1)
|
The securities to be registered
for resale by Altium Growth Fund, LP include 2,755,102 Shares which are immediately exercisable at an exercise price of $2.80 per share
and will expire five years from the date of issuance.
|
|
(2)
|
The securities to be registered
for resale by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B include 2,755,102 Shares which are immediately
exercisable at an exercise price of $2.80 per share and will expire five years from the date of issuance. Ayrton Capital LLC, the investment
manager to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, has discretionary authority to vote and dispose of the
Shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B and may be deemed to be the beneficial owner of these
Shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and
voting power over the Shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. Ayrton Capital LLC and Mr. Khatri
each disclaim any beneficial ownership of these Shares.
|
|
(3)
|
The securities to be registered
for resale by Anson Investments Master Fund LP include 2,066,327 Shares which are immediately exercisable at an exercise price of $2.80
per share and will expire five years from the date of issuance.
|
|
(4)
|
The securities to be registered
for resale by Anson East Master Fund LP include 688,775 Shares which are immediately exercisable at an exercise price of $2.80 per share
and will expire five years from the date of issuance.
|
|
(5)
|
The securities to be registered
for resale by Armistice Captial Master Fund Ltd. include 2,755,102 Shares which are immediately exercisable at an exercise price of $2.80
per share and will expire five years from the date of issuance.
|
|
(6)
|
The securities to be registered for resale by Heights Capital
Management, Inc. include 2,755,103 Shares which are immediately exercisable at an exercise price of $2.80 per share and will expire
five years from the date of issuance. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc.
("CVI"), has discretionary authority to vote and dispose of the Shares held by CVI and may be deemed to be the beneficial
owner of these Shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be
deemed to have investment discretion and voting power over the Shares held by CVI. Mr. Kobinger disclaims any such beneficial
ownership of the Shares. CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to
participate in the sale pursuant to the prospectus contained in the Registration Statement of Shares purchased by the Investor in
this Offering.
|
|
(7)
|
The securities to be registered
for resale by Empery Asset Master, LTD ("EAM"), include 1,663,311 Shares which are immediately exercisable at an exercise price
of $2.80 per share and will expire five years from the date of issuance. Empery Asset Management LP, the authorized agent of EAM has
discretionary authority to vote and dispose of the Shares held by EAM and may be deemed to be the beneficial owner of these Shares. Martin
Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion
and voting power over the Shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these Shares.
|
|
(8)
|
The securities to be registered
for resale by Empery Tax Efficient III, LP ("ETE III"), include 625,369 Shares which are immediately exercisable at
an exercise price of $2.80 per share and will expire five years from the date of issuance. Empery Asset Management LP, the authorized
agent of ETE III has discretionary authority to vote and dispose of the Shares held by ETE III and may be deemed to be the beneficial
owner of these Shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be
deemed to have investment discretion and voting power over the shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any
beneficial ownership of these Shares.
|
|
(9)
|
The securities to be registered
for resale by Empery Tax Efficient LP ("ETE"), include 466,422 Shares which are immediately exercisable at an exercise price
of $2.80 per share and will expire five years from the date of issuance. Empery Asset Management LP, the authorized agent of ETE has
discretionary authority to vote and dispose of the Shares held by ETE and may be deemed to be the beneficial owner of these Shares. Martin
Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion
and voting power over the Shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these Shares.
|
|
(10)
|
The securities to be registered
for resale by Hudson Bay Master Fund Ltd. include 2,755,102 Shares which are immediately exercisable at an exercise price of $2.80 per
share and will expire five years from the date of issuance. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master
Fund Ltd., has voting and investment power over these Shares. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which
is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial
ownership over these Shares.
|
4
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