Current Report Filing (8-k)
February 24 2017 - 5:22PM
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):
February 24, 2017 (February 17, 2017)
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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512
S. Mangum Street, Suite 408
Durham,
NC 27701
(Address
of principal executive offices, including zip code)
(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:
[ ]
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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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Item
1.01 Entry into a Material Definitive Agreement.
On February 17, 2017, MGT
Capital Investments, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with an accredited investor (the “Investor”) relating to the issuance and sale of 1,000,000 shares of the Company’s
common stock, par value $0.001 per share (the “Shares”) at a purchase price of $0.40 per Share. In addition, for every
Share purchased, the Investor shall receive detachable warrants, as follows (i) one Series A Warrant; (ii) one Series B Warrant;
and (iii) one Series C Warrant (collectively the “Warrants”).
Each Series A Warrant
is exercisable for one (1) Share, for a period of three (3) years at a price of $0.50 per Share. Each Series B Warrant
is exercisable for one (1) Share, for a period of three (3) years at a price of $0.75 per Share, and each Series C Warrant
is exercisable is exercisable for one (1) Share, for a period of three (3) years at a price of $1.00 per Share.
The
gross proceeds from the Purchase Agreement are $400,000, and the Company received proceeds of $200,000 on February 17, 2017. The
Company expects to receive the remaining $200,000 on or before March 15, 2017.
The
Purchase Agreement also contains other customary representations, warranties and agreements by the Company and the Investor. The
representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and
as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon
by the contracting parties.
The foregoing descriptions
of the Purchase Agreement and the Warrants are not complete and are qualified in their entirety by reference to the full text
of the Form of Purchase Agreement filed as Exhibit 10.1, the Form of Series A Warrant filed as Exhibit 10.2, the Form of Series
B Warrant filed as Exhibit 10.3, and the Form of Series C Warrant filed as Exhibit 10.4 to this report and are incorporated by
reference herein.
Item
3.02 Unregistered Sales of Equity Securities
On
February 17, 2017, the Company issued the Shares and the Warrants, in exchange for aggregate gross proceeds of $400,000. The details
of this transaction are described in Item 1.01, which is incorporated by reference, in its entirety, into this Item 3.02.
The
issuance and sale of the Shares and the Warrants was made pursuant to an exemption from registration under Section 4(a)(2) of
the Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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10.1
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Form
of Securities Purchase Agreement
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10.2
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Form of Series A Warrant
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10.3
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Form of Series B Warrant
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10.4
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Form of Series C Warrant
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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.
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MGT
CAPITAL INVESTMENTS, INC.
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Date:
February 24, 2017
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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
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