Current Report Filing (8-k)
May 09 2017 - 6:09AM
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): May 9, 2017 (May 5, 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)
630-7430
(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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Item
7.01 Regulation FD Disclosure
On
May 5, 2017, MGT Capital Investments, Inc. (the “
Company
”) issued a press release disclosing that it entered
into a joint venture agreement (the “
Agreement
”) with Nordic IT Sourcing Association Venture Partners (“
Nordic
IT
”), pursuant to which the Company and Nordic IT shall co-develop and market a new generation of secure mobile phones.
Nordic IT and the Company share equal equity interest in the joint venture, JMPP Oy, which will be domiciled in Helsinki, Finland.
In accordance with the terms of the Agreement, the Company shall design, engineer and test mobile phones with certain privacy
features and Nordic IT will source strategic partners to manufacture such cell phones and conduct marketing and sales of such
mobile phones. A copy of the press release referred to the above is attached hereto as Exhibit 99.1.
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.
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
(d)
Exhibits
The
following exhibit is furnished herewith:
Exhibit
Number
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Description
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99.1
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Press Release dated
May 5, 2017
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated:
May 9, 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:
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Robert
B. Ladd, President
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