Current Report Filing (8-k)
March 09 2017 - 5:21PM
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):
March
9, 2017 (
March 3, 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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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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Forward
Looking Statements
The
SEC encourages registrants to disclose forward-looking information so that investors can better understand the future prospects
of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of
statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current
Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words
or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements
are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at
the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating
the information presented within.
Item
1.01 Entry into a Material Definitive Agreement
On
March 3, 2017, MGT Capital Investments, Inc., a Delaware corporation (“MGT”) and Future Tense Systems Inc., a Colorado
corporation (“Future Tense”) entered into the Demonsaw LLC Membership Interest Purchase Agreement (the “Purchase
Agreement”). Pursuant to the Purchase Agreement, Future Tense sold its 46% membership interest in Demonsaw, LLC, a Delaware
limited liability company for 2,000,000 unregistered shares of MGT’s common stock. Janice Dyson, the wife of MGT’s
Chairman and Chief Executive Officer John McAfee, is the sole director and one-third equity owner of Future Tense.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by refer
ence.
Item
3.02 Unregistered Sale of Equity Securities.
The
information contained in Item 1.01 is hereby incorporated by reference.
Item
7.01 Regulation FD Disclosure
On
March 3, 2017, the Company issued a Press Release. A copy of the Press Release is attached as Exhibit 99.1 hereto.
The
information in this Current Report on Form 8-K furnished pursuant to Item 7.01 shall not be deemed “filed” for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. This information shall not
be incorporated by reference into any registration statement pursuant to the Securities Act. The furnishing of the information
in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required
by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information
that is not otherwise publicly available.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
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Description
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10.1
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Demonsaw
LLC Membership Interest Purchase Agreement Between Future Tense Secure Systems Inc. and MGT Capital Investments, Inc.
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99.1
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Press
Release dated March 3, 2017
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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: March 9, 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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