Current Report Filing (8-k)
January 29 2016 - 4:44PM
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): January 25, 2016
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 320, Harrison, NY 10528
(Address
of principal executive offices, including zip code)
(914)
630-7430
(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:
[ ] |
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)) |
Item
4.01 Changes in Registrant’s Certifying Accountant.
Effective
January 25, 2016 (the “Effective Date”), MGT Capital Investments, Inc., a Delaware corporation (the “Company”),
dismissed Marcum LLP as the Company’s independent registered public accounting firm. As of the Effective Date, the Company
engaged Friedman LLP as its new independent registered public accounting firm. The engagement of Friedman LLP was unanimously
approved by the Company’s Audit Committee.
The reports of Marcum LLP regarding the Company's consolidated financial statements for the two most recent fiscal years ended December 31, 2014 and 2013 did not contain an adverse or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles generally accepted in the United States of America.
During
the two most recent fiscal years and through the Effective Date, there were (i) no disagreements between the Company and Marcum
LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which
disagreement, if not resolved to the satisfaction of Marcum LLP, would have caused Marcum LLP to make reference thereto in their
reports on the consolidated financial statements for such years, and (ii) no ” reportable events ” as that term is
defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Marcum LLP with a copy of this Form 8-K and requested that Marcum LLP furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not Marcum LLP agrees with the above statements. A copy of such letter,
dated January 29, 2016, is attached as Exhibit 16.1.
During
the Company’s two most recent fiscal years and in the subsequent interim period through the Effective Date, the Company
has not consulted with Friedman LLP regarding either (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company ’ s consolidated financial
statements, and neither a written report nor oral advice was provided to the Company that Friedman LLP concluded was an important
factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item
9.01 Financial Statements and Exhibits.
See
Exhibit Index.
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.
|
MGT
CAPITAL INVESTMENTS, INC. |
|
|
|
Date:
January 29, 2016 |
By:
|
/s/
Robert Ladd |
|
Name:
|
Robert
B. Ladd |
|
Title:
|
President
and Chief Executive Officer |
EXHIBIT
INDEX
Exhibit
Number |
|
Description |
|
|
|
16.1 |
|
Letter
from Marcum LLP, dated January 29, 2016 |
Exhibit
16.1
January
29, 2016
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Commissioners:
We
have read the statements made by MGT Capital Investments, Inc. under Item 4.01 of its Form 8-K dated January 29, 2016. We agree
with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements
of MGT Capital Investments, Inc. contained therein.
Very
truly yours,
Marcum,
LLP
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