SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 19, 2022, MICT, Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”) with the Securities and Exchange Commission (the “SEC”). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the SEC.
Under the Nasdaq Listing Rules, the Company has 60 calendar days from the date it received the Notice, or until June 20, 2022, to file the 2021 Form 10-K with the SEC or submit a plan to regain compliance with the Nasdaq Listing Rules. The Notice has no immediate impact on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
If the Company is unable to file the 2021 Form 10-K with the SEC by June 20, 2022, the Company is permitted to submit a plan to regain compliance with the Nasdaq Listing Rules on or prior to that date. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the 2021 Form 10-K, or until October 12, 2022, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If the Company fails to timely regain compliance with the Nasdaq Listing Rules, the common stock of the Company will be subject to delisting on the Nasdaq Capital Market.
In the event the Company is unable to file the 2021
Form 10-K by June 20, 2022, the Company plans to submit a plan of compliance to Nasdaq and seek additional time to retain compliance.
The delay in filing the 2021 Form 10-K is due to the strict COVID-19 lockdown restrictions imposed by the national Chinese Government and local provincial governments in three of China’s provinces. These restrictions have prevented the Company’s employees and the employees of the Company’s auditors from accessing the insurance offices in those provinces which has prevented the completion of the audit. During the past four weeks, the Company and its auditors have made significant progress in overcoming these challenges and completing the audit, however certain work currently remains outstanding. Based upon the current status of the audit work and access to information for the relevant insurance offices, the Company is confident that the audit will be completed within the coming weeks, within the 60 calendar-day period prescribed by Nasdaq.
The Company issued a press release on April 25, 2022 regarding these matters. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
d) Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 99.1 | Press Release of MICT, Inc. dated April 25, 2022 |
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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. | |||
| Dated: April 25, 2022 | By: | /s/ Darren Mercer | |
| Name: | Darren Mercer | ||
| Title: | Chief Executive Officer | ||
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