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): July 6, 2021 (July 6, 2021)
MICT,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-35850 |
|
27-0016420 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 28
West Grand Avenue, Suite 3, Montvale, New Jersey |
|
07645 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(201)
225-0190
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐
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 240.13e-4(c))
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 |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Item
4.01 Changes in Registrant’s Certifying Accountant.
| (a) | Dismissal
of independent registered accounting firm |
On
July 6, 2021, MICT, Inc.’s (the “Company”) audit committee terminated the Company’s engagement with Ziv Haft,
a BDO Member Firm (“Ziv Haft”) as the Company’s independent registered public accounting firm, effective immediately.
The Company’s business focus has shifted to China and Hong Kong and the Company decided to engage Friedman LLP, who has a strong
practice representing Chinese based operating companies listed on Nasdaq. Additionally, Friedman LLP is able to fully comply with the
newly passed Holding Foreign Companies Accountabilities Act (“HFCAA”)..
The reports of Ziv Haft on the Company’s financial statement as of and for the years ended December 31, 2020 and 2019 did not contain an adverse opinion or disclaimer of opinion nor were any such reports qualified or modified as to uncertainty, audit
scope or accounting principle.
During
the years ending December 31, 2020 and 2019 and through the date of this Current Report, there have been no (i) disagreements with Ziv
Haft on any matter or accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Ziv Haft, would have caused Ziv Haft to make reference thereto in its report on the Company’s
consolidated financial statements for such years. or (ii) “reportable events” as defined in Item 304(a)(1)(v) of Regulation
S-K.
The
Company has provided Ziv Haft with a copy of the above disclosure and requested that Ziv Haft furnish the Company with a letter addressed
to the Securities and Exchange Commission (“SEC”) stating whether or not it agrees with the above statement. A copy of Zif
Haft’s letter, dated July 12, 2021, is filed as exhibit 16.1 to this Current Report of Form 8-K.
| (b) | New
independent registered public accounting firm |
On
July 6, 2021, the Company engaged Friedman LLP (“Friedman”), as the Company’s new independent registered public accounting
firm.
During
the recent fiscal years ending December 31, 2020 and December 31, 2019, and through the date of this Report, the Company has not consulted
Friedman regarding (i) application of accounting principles to any specified transaction, either completed or proposed, (ii) the type
of audit opinion that might be rendered on the Company’s financial statements, or (iii) any matter that was either the subject
of a disagreement (as defined in Item 304(a)(1)(iv)) or a reportable event (as defined in Item 304(a)(1)(v)).
Item
9.01 Financial Statements and Exhibits
The
exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
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:
July 12, 2021 |
By: |
/s/
Darren Mercer |
| |
|
Name: |
Darren
Mercer |
| |
|
Title: |
Chief
Executive Officer |
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