Current Report Filing (8-k)
February 24 2021 - 04:32PM
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 18, 2021
MGT
Capital Investments, Inc.
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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150
Fayetteville Street, Suite 1110
Raleigh,
North Carolina
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27601
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(914)
630-7430
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(Address
of principal
executive
offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report.)
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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.02. Unregistered Sales of Equity Securities.
On
January 28, 2021 and February 18, 2021, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, issued
2,597,403 and 27,272,727 shares of the Company’s common stock, par value $.001 (the “Common Stock”), respectively,
to Chicago Venture Partners L.P., a Utah limited partnership, and Uptown Capital LLC, a Utah limited liability company, in connection
with the conversion of 10 and 105 shares of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred”).
Following these conversions, the Company has no Series C Preferred issued or outstanding.
In
issuing the securities described above, the Company relied upon the exemption from registration provided by Section 4(a)(2) of
the Securities Act of 1933, as amended.
As
of February 24, 2021, the Company has 536,649,911 shares of Common Stock outstanding.
Signature
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:
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February
24, 2021
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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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Chief
Executive Officer
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