Current Report Filing (8-k)
October 05 2016 - 5:16PM
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) October 5, 2016 (September 29, 2016)
MGT
Capital Investments, Inc.
(Exact
name of registrant as specified in its charter)
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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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:
[ ]
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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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Explanatory
Note
This
Form 8-K is filed to report the mutual rescission of that certain Subscription Agreement and that Note and Warrant Exchange Agreement
previously entered into by MGT Capital Investments, Inc. and
reported
on a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2016.
As a result of this mutual rescission, we are unwinding the transactions contemplated under such agreements as if they never occurred.
Item
1.02
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Termination
of a Material Definitive Agreement
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On
September 29, 2016, MGT Capital Investments, Inc. (the “
Company
”) agreed to rescind that certain Subscription
Agreement dated September 1, 2016 (the “
Agreement
”) with an investor (“
Investor
”) pursuant
to which, the Investor agreed to purchase in a private placement, subject to certain conditions, an aggregate of four hundred
fifty thousand (450,000) restricted shares of the Company’s common stock, par value $0.001 (“Shares”) at a purchase
price of three dollars ($3.00) per Share, for aggregate proceeds of one million three hundred fifty thousand dollars ($1,350,000).
Also
on September 29, 2016, the Company agreed to cancel and rescind that certain Note and Warrant Exchange Agreement dated September
1, 2016 (the “Exchange Agreement”) entered into with a holder (“Holder”) of certain 12% unsecured promissory
notes in the amount of one million six hundred fifty thousand dollars ($1,650,000), including accrued interest
(the “Notes”) previously issued
by the Company, whereby the Holder agreed to exchange certain Notes and warrants received with the Notes for an aggregate
of eight hundred fifty thousand (850,000) restricted shares of the Company’s common stock.
The
rescission of the Agreement and the Exchange Agreement were predicated on the recent communication received from NYSE MKT
indicating that it would
not approve the listing on the exchange of the 43.8 million shares
that the Company is required to issue in order to complete the closing of the transaction with D-Vasive
Inc., a Wyoming
corporation
.
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 thereunto duly authorized.
Dated:
October 5, 2016
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MGT
Capital Investments, Inc.
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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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President
and Chief Executive Officer
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