UNITED STATES

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): May 29, 2019

 

MGT Capital Investments, Inc.

 

Delaware   001-32698   13-4148725

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

         

512 S. Mangum Street, Suite 408

Durham, NC

  27701   (914) 630-7430
(Address of principal
executive offices) 		  (Zip Code)   (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:

 

[  ] 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, par value $0.001 per share   MGTI   OTCQB

 

Indicate by check mark whether the registrant is an emerging growth company 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 1.01. Entry into a Material Definitive Agreement.

 

On July 15, 2019, MGT Capital Investments, Inc., a Delaware corporation (the “Company”), entered into a Purchase Agreement (the “Agreement”) with Bitmaintech Pte. Ltd., a Singapore private limited company, to purchase 1,100 Antminer-S17 Bitcoin miners for an aggregate purchase price of approximately $2.77 million, subject to adjustment as set forth in the Agreement, with delivery expected within 150 days of entering into the Agreement.

 

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

During June and through July 15, 2019, the Company, issued 12,500,000 shares of the Company’s common stock, par value $.001 (the “Common Stock”) to Oasis Capital, LLC in connection with the exercise of its put rights, pursuant to that certain Equity Purchase Agreement, dated June 3, 2019, for aggregate gross proceeds of $627,713.

 

During May, June, and through July 15, 2019, the Company issued 51,032,907 shares of Common Stock to Iliad Research and Trading, L.P. in connection with the conversion of an aggregate of $1,400,000 principal amount under that certain Note, dated June 1, 2018, as amended, in the original principal amount of $3,600,000.

 

In issuing the securities described above, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

As of July 15, 2019, the Company has 294,560,371 shares of Common Stock outstanding.

 

Item 7.01. Regulation FD Disclosure.

 

On July 18, 2019, the Company issued a press release providing an update with respect to the Company’s acquisition of 1,100 Antminer-S17 Bitcoin miners. A copy of the press release is attached to this report as Exhibit 99.1.

 

The information contained in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

 

This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. The Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  Description
10.1   Purchase Agreement, dated July 15, 2019, by and between the Company and Bitmaintech Pte. Ltd.
99.1   Press Release, dated July 18, 2019

 

     

 

 

Signature

 

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.

 

  MGT Capital Investments, Inc.
     
Date: July 18, 2019 By: /s/ Robert S. Lowrey
  Name: Robert S. Lowrey
  Title: Chief Financial Officer

 

     

 

 

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