MICRONET ENERTEC TECHNOLOGIES, INC. (NASDAQ:MICT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On November 22, 2017, Micronet Enertec Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with one investor, an affiliate of YA II PN Ltd. (“YA II”), for the sale of 555,556 shares (the “Shares”) of the Company’s common stock at a purchase price per share of $0.90 per share in a registered direct offering for total gross proceeds of $500,000. The Shares were offered and sold by the Company to the Company’s shelf registration statement on Form S-3 (File No. 333-219596) (the “Registration Statement”). The net proceeds to the Company from the offering, after deducting fees and expenses, were $495,000. The Company intends to use the net proceeds of the offering to pay $25,000 towards the remaining balance of a commitment fee to a Third Supplemental Agreement dated August 22, 2017 between the Company and YA II, $150,000 towards the repayment of principal and interest to a Secured Promissory Note dated June 30, 2016 issued to YA II and the remaining balance for working capital and general corporate purposes.
The Shares will be issued to a prospectus supplement dated as of November 24, 2017, which will be filed with the Securities and Exchange Commission (the “SEC”), in connection with a takedown from the Company’s Registration Statement, which became effective on November 7, 2017, and the base prospectus dated as of November 7, 2017 contained in such Registration Statement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing summary of such document is subject to, and qualified in its entirety by reference to, such exhibit. The Purchase Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Purchase Agreement and in the context of the specific relationship between the parties. The provisions of such Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such Purchase Agreement and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.
Item 8.01.Other Events.
On March 30, 2017, the Company’s Board of Directors approved a spin-off of Enertec Systems 2001 Ltd. (“Enertec”) its aerospace and defense division, into a standalone company. In addition, the Company is also exploring other alternatives to the spin-off, including, but not limited to, a sale of Enertec. To date, no definitive agreements have been reached with respect to the potential spin-off or sale of Enertec and there is no guarantee that the Company will be successful in completing its contemplated spin-off, or a sale of, Enertec.
Item 9.01.Financial Statements and Exhibits
(d) Exhibits
| 5.1 | Opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP. |
| 10.1 | Securities Purchase Agreement, dated November 24, 2017. |
MICRONET ENERTEC TECHNOLOGIES, INC. ExhibitEX-5.1 2 f8k112217ex5-1_micronet.htm OPINION OF ZYSMAN,…To view the full exhibit click here
About MICRONET ENERTEC TECHNOLOGIES, INC. (NASDAQ:MICT)
Micronet Enertec Technologies, Inc. (Micronet Enertec) operates through Israel-based companies, which include Enertec Systems 2001 Ltd (Enertec), its subsidiary, and Micronet Ltd (Micronet), which develops, manufactures, integrates and markets rugged computers, tablets and computer-based systems and instruments for the commercial, defense and aerospace markets. The Company’s segments include defense and aerospace segment, and mobile resource management (MRM). The Company’s products, solutions and services are designed to perform in severe environments and battlefield conditions. Micronet operates in the commercial mobile resource management market and is a developer, manufacturer and provider of mobile computing platforms, designed for integration into fleet management and mobile workforce management solutions. Enertec operates in the defense and aerospace markets. Enertec designs, develops and manufactures computer based instruments and aerospace electronic solutions.
