Current Report Filing (8-k)
December 14 2020 - 4:28PM
Edgar (US Regulatory)
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): December 8, 2020
MGT
Capital Investments, Inc.
Delaware
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001-32698
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13-4148725
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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150
Fayetteville Street, Suite 1110
Raleigh,
North Carolina
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27601
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(914)
630-7430
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(Address
of principal
executive
offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area code)
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(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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
None
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
December 8, 2020, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, entered into a securities
purchase agreement (the “Securities Purchase Agreement”) with Bucktown Capital, LLC (the “Investor”),
pursuant to which the Company issued a convertible promissory note in the original principal amount of $230,000.00 (the “Note”),
which is convertible, at the option of the Investor, into shares of common stock of the Company (“Common Stock”) at
a conversion price equal to 70% of the lowest price for a share of Common Stock during the ten trading days immediately preceding
the applicable conversion. The Investor gave consideration of $200,000.00 for the Note. The Note bears interest at a rate of 8%
per annum and will mature in twelve months. The Company may prepay all or any portion of the Outstanding Balance of the Note in
cash at any time in an amount equal to 110% of the portion of the Outstanding Balance the Company elects to prepay. Upon the occurrence
of an Event of Default, the Outstanding Balance shall immediately increase to 115% (in the case of a Major Default), 110% (in
the case of an Unapproved Restricted Issuance Default), or 105% (in the case of any Minor Default) of the Outstanding Balance
immediately prior to the occurrence of the Event of Default and the Outstanding Balance shall become immediately due and payable
in cash.
Unless
specifically defined herein, the capitalized terms shall have the meanings as defined in the respective documents attached herein.
The foregoing terms are qualified in their entirety by the actual Securities Purchase Agreement and the Note attached herein as
Exhibits 10.1 and 10.2, respectively.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 1.01 is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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.
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MGT
Capital Investments, Inc.
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Date:
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December
14, 2020
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By:
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/s/
Robert B. Ladd
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Name:
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Robert
B. Ladd
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Title:
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Chief
Executive Officer
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