Current Report Filing (8-k)
March 20 2017 - 4:14PM
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 20, 2017 (March 14, 2017)
MGT
Capital Investments, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-26886
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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
7.01 Regulation FD Disclosure
On March 14, 2017, MGT
Capital Investments, Inc. (the “Company”) issued a press release relating to its entering into
a non-binding Letter of Intent (the “Letter of Intent”) with IT Outsourcing and Software Development Association,
d/b/a The Nordic IT Association (the “Nordic IT”) to jointly develop advanced cybersecurity protection
technologies for mobile devices. Pursuant to the Letter of Intent, the Company agrees to develop necessary software to provide
state-of-the-art privacy and security systems for an Android-based smart phone, which will be named the
“John McAfee Privacy Phone.” In accordance with the Letter of Intent, Nordic IT plans to place an initial
order with the Company for 160,000 John McAfee Privacy Phones at a price of $350 per handset, subject to the terms and conditions
of the Letter of Intent and the definitive agreement to be reached. A copy of the press release is attached hereto as
Exhibit
99.1
and incorporated herein by reference.
The
information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under
the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing. 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.
The
Securities and Exchange Commission 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. The Company disclaims any obligation to, and will not, update any forward-looking
statements to reflect events or circumstances after the date hereof. Investors are cautioned not to rely unduly on forward-looking
statements when evaluating the information presented within.
Item
9.01 Financial Statements and Exhibits.
99.1
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Press
Release dated March 14, 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 thereunto duly authorized.
Dated:
March 20, 2017
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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:
Title:
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Robert
B. Ladd
President
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