Amended Statement of Beneficial Ownership (sc 13d/a)
March 08 2017 - 2:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
to
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
MGT
Capital Investments, Inc.
(Name
of issuer)
Common
Stock, Par Value $0.001 Per Share
(Title
of class of securities)
55302P202
(CUSIP
number)
Joseph
DiRenzo, Sr.
15
Johnson Ct.,
E.
Norwich, New York 11732
(Name,
address and telephone number of person authorized to receive notices and communications)
February
17, 2017
(Date
of event which requires filing of this statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
|
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
(1)
|
Names
of reporting persons
Joseph
DiRenzo, Sr.
|
(2)
|
Check
the appropriate box if a member of a group (see instructions)
(a)
[ ] (b) [ ]
|
(3)
|
SEC
use only
|
(4)
|
Source
of funds (see instructions)
PF
|
(5)
|
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
|
(6)
|
Citizenship
or place of organization
United
States
|
Number
of
shares
beneficially
owned by
each
reporting
person
with:
|
(7)
|
Sole
voting power
3,415,407
(1)
|
(8)
|
Shared
voting power
|
(9)
|
Sole
dispositive power
3,415,407
(1)
|
(10)
|
Shared
dispositive power
|
(11)
|
Aggregate
amount beneficially owned by each reporting person
3,415,407
(1)
|
(12)
|
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
|
(13)
|
Percent
of class represented by amount in Row (11)
9.99%
(Based on 31,772,855 shares outstanding as of February 17, 2017)
|
(14)
|
Type
of reporting person (see instructions)
IN
|
(1)
|
Represents
(i) 1,000,000 shares of the Issuer’s common stock issuable to the reporting person, and (ii) 2,415,407 shares of common
stock issuable upon the exercise of certain warrants issuable to the reporting person. Excludes 584,593 shares of common stock
issuable upon the exercise of certain warrants that contain an ownership limitation such that the holder may not convert any
of such securities to the extent that conversion would result in the holder’s beneficial ownership being in excess of
9.99%. Please see Item 6 below for a more detailed description of the transaction relating to the ownership of the reporting
person.
|
Item
1. Security and Issuer
This
Schedule 13D/A relates to shares of the common stock, $0.001 par value per share, and warrants to purchase common stock, of MGT
Capital Investments, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of
the Issuer is 512 S. Mangum Street, Suite 408, Durham, NC 27701.
Item
2. Identity and Background
|
(a)
|
This
statement is being filed by Joseph DiRenzo, Sr. (the “Reporting Person”).
|
|
|
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(b)
|
The
Reporting Person’s principal business address is 15 Johnson Ct., E. Norwich, New York 11732.
|
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(c)
|
The
Reporting Person is a private investor.
|
|
|
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(d)
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During
the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
|
|
|
|
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(e)
|
Mr.
DiRenzo is a citizen of the United States
|
Item
3. Source and Amount of Funds or Other Consideration
All
shares were purchased with the Reporting Person’s personal funds.
Item
4. Purpose of Transaction
All
of the Issuer’s securities owned by the Reporting Person have been acquired for investment purposes only. Except as set
forth above, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required
to be described in Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider his positions with respect
to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.
Item
5. Interest in Securities of the Issuer
|
(a)
|
As
of the date hereof, the Reporting Person beneficially owns (i) 1,000,000 shares of the Issuer’s common stock and (ii)
Warrants exercisable for 3,000,000 shares of the Issuer’s common stock issuable upon the exercise of certain warrants
that contain an ownership limitation such that the holder may not convert any of such securities to the extent that conversion
would result in the holder’s beneficial ownership being in excess of 9.99%.
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(b)
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The
Reporting Person is deemed to hold sole voting and dispositive power over the shares of common stock and warrants described
above of the Issuer.
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(c)
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Except
for the transactions described in Item 4 hereof, no transactions in the Issuer’s common stock were effected by the Reporting
Persons during the past 60 days.
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(d)
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To
the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power
to direct the receipt of, dividends from or the proceeds from the sale of the securities reported in Item 5(a).
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(e)
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On
February 17, 2017, the Reporting Person entered into a Securities Purchase Agreement (the “Purchase Agreement”) with
the Issuer relating to the issuance and sale of 1,000,000 shares of the Company’s common stock, par value $0.001 per share
at a purchase price of $0.40 per share. In addition, for every share purchased, the Reporting Person 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”).
As of the date hereof, the reporting person has paid one-half of the consideration due for the shares of common stock and Warrants
of the Issuer and expects to pay the remainder of the consideration on or before March 15, 2017.
Item
7. Material to Be Filed as Exhibits
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
March 8, 2017
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By:
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/s/
Joseph DiRenzo, Sr.
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Joseph
DiRenzo, Sr.
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