Current Report Filing (8-k)
July 06 2015 - 4:32PM
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): June 30, 2015
MGT CAPITAL INVESTMENTS, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
001-32698 |
13-4148725 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
500 Mamaroneck Avenue, Suite 204,
Harrison, NY 10528
(Address of principal executive offices)
(914) 630-7431
(Registrant’s telephone number, including
area code)
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):
| o | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
As reported on the Current Report on Form
8-K filed with the Securities and Exchange Commission on June 11, 2015 by MGT Capital Investments, Inc. (the “Company”),
a wholly-owned subsidiary of the Company, MGT Sports, Inc., entered into an Asset Purchase Agreement (the “Agreement”)
with Random Outcome USA Inc., a Delaware corporation (“RO”).
On June 30, 2015, MGT Sports, Inc. and
RO entered into an amendment to the Agreement, which among other things: (i) extended the closing date for the transaction contemplated
by the Agreement to July 15, 2015 (from June 30, 2015); (ii) modified a portion of the purchase price from a cash payment to the
Company of $4,000,000 to a cash payment to the Company of $2,000,000 plus the issuance to the Company of a senior secured promissory
note in the principal amount of $2,000,000, with a maturity date not to exceed 90 days from the issuance of the senior secured
promissory note; and (iii) increased the number of shares under the warrant to be issued to the Company pursuant to the Agreement
from 1,000,000 shares of the common stock of RO to 1,250,000 shares of the common stock of RO.
The foregoing description of the amendment
to the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment
to the Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
10.01 |
Amendment to the Asset Purchase Agreement by and between MGT Sports, Inc. and Random Outcome USA Inc., dated June 30, 2015. |
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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Dated: July 6, 2015 |
BY: |
/s/ Robert B. Ladd |
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Robert B. Ladd,
President and Chief Executive Officer |
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Exhibit 10.01
AMENDMENT
TO
ASSET PURCHASE AGREEMENT
This AMENDMENT TO THE
ASSET PURCHASE AGREEMENT (this “Amendment”) dated as of June 30, 2015, is by and between MGT Sports, Inc. (the
“Seller”), and Random Outcome USA Inc. (the “Purchaser”).
WHEREAS, the Seller
and the Purchaser are party to that certain Asset Purchase Agreement, dated as of June 11, 2015 (the “Asset Purchase Agreement”);
WHEREAS the Asset Purchase
Agreement may be amended by a writing signed by the Seller and the Purchaser pursuant to Section 9.6 of the Asset Purchase Agreement;
and
WHEREAS, the Seller
and the Purchaser desire to amend the Asset Purchase Agreement as set forth below:
NOW, THEREFORE, in consideration of the foregoing
and the mutual promises of the parties, and other good and valuable consideration, the undersigned agree as follows:
1. The Asset Purchase Agreement shall
be amended as follows:
| a. | The first sentence in Section 4.1 of the Asset Purchase Agreement (Closing) is hereby amended to replace the words “June
30, 2015” with “July 15, 2015.” |
| b. | The title of section 3.3 is hereby changed to “Cash Payment; Issuance of Note, Common Stock and Warrants. |
| c. | The Cash Payment amount in Section 3.3(i) is hereby amended to replace “Four Million USD ($4,000,000)” with “Two
Million USD ($2,000,000). |
| d. | The number of Warrants to be issued to Seller in Section 3.3(iv) is hereby amended to replace “One Million (1,000,000)”
with “One Million Two Hundred Fifty Thousand (1,250,000). |
| e. | Section 3.3 is hereby amended to add these two sentences: “In addition to the foregoing, at the Closing, in connection
with the Asset Purchase described in Section 3.1 above, the Purchaser shall issue to Seller a promissory note in the amount of
Two Million USD ($2,000,000) and a maturity not to exceed ninety (90) days. Such note shall be secured with the Purchased Assets
and shall rank in seniority no lower than parri passu with any other debt obligations of Purchaser.” |
2. Except as herein provided, the terms
of the Asset Purchase Agreement shall remain in full force and effect.
3. Capitalized terms used but not defined
herein shall have the meaning ascribed to such terms in the Asset Purchase Agreement.
4. This Amendment may be executed in
counterparts (including by facsimile or pdf signature pages or other means of electronic transmission) each of which shall be deemed
an original but all of which together will constitute one and the same instrument.
5. Should any provision of this Amendment
be declared illegal, invalid or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from
this Amendment as to such jurisdiction (but, to the extent permitted by law, not elsewhere) and in any event such illegality, invalidity
or unenforceability shall not affect the remainder hereof.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.
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MGT SPORTS, INC. |
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By: |
/s/ Robert Ladd
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Name: Robert Ladd |
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Title: President |
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RANDOM
OUTCOME USA INC. |
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By: |
/s/
Curtiss Wm. Krawetz
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Name:
Curtiss Wm. Krawetz |
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Title:
CEO |
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