Amended Annual Report (10-k/a)

Date : 04/22/2019 @ 9:16PM
Source : Edgar (US Regulatory)
Stock : MGT Capital Investments Inc (QB) (MGTI)
Quote : 0.0131  0.0006 (4.80%) @ 7:06PM

Amended Annual Report (10-k/a)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 10–K/A

 

Amendment No. 1

 

(Mark One)

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2018

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the transition period from                  to                  

 

Commission File Number 001-32698

 

MGT CAPITAL INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   13–4148725
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

512 S. Mangum Street, Suite 408

Durham, NC

  27701
(Address of principal executive offices)   (Zip Code)

 

(914) 630–7430

 

(Registrant’s telephone number, including area code)

 

Securities registered under section 12(b) of the Act:

common stock, par value $0.001 per share

 

Securities registered under section 12(g) of the Act:

Not applicable

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [  ] No [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]
Emerging growth company [  ]  

 

If an emerging growth company, indicate by checkmark 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. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

As of June 30, 2018, the last day of the registrant’s most recently completed second fiscal quarter; the aggregate market value of the registrant’s common stock held by non–affiliates of the registrant was approximately $49,154,105.

 

As of April 15, 2019, the registrant had outstanding 195,770,183 shares of common stock, $0.001 par value. (the “Common Stock”).

 

 

 

 
 

 

MGT CAPITAL INVESTMENTS, INC. AND SUBSIDIARIES

INDEX

 

EXPLANATORY NOTE 1
   
PART III 2
   
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 2
   
SIGNATURES 3
   
EXHIBIT INDEX 4

 

 
 

 

EXPLANATORY NOTE

 

MGT Capital Investments, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (“Amendment”), originally filed with the Securities and Exchange Commission on April 16, 2019 (the “Initial Filing”), solely for the purposes of amending and supplementing the “Security Ownership of Certain Beneficial Owners” section under Item 12 of Part III of the Annual Report on Form 10-K, to correct an inadvertent omission of an investor from the table in this section. Accordingly, the “Security Ownership of Certain Beneficial Owners” section under Item 12 of Part III of the Initial Filing is hereby amended and restated as set forth below.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our Principal Executive Officer and Principal Financial Officer are filed as exhibits to this Amendment.

 

Except as described above, no other changes have been made to the Initial Filing. Among other things, forward-looking statements made in the Initial Filing have not been revised to reflect events that occurred or facts that became known to us after the filing of the Initial Filing, and such forward-looking statements should be read in their historical context.

 

1
 

 

PART III

 

Item 12. Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters

 

Security Ownership of Certain Beneficial Owners

 

The following table sets forth certain information regarding beneficial ownership and voting power of the Common Stock as of April 15, 2019, of:

 

  each person serving as a director, a nominee for director, or executive officer of the Company;
     
  all executive officers and directors of the Company as a group; and
     
  all persons who, to our knowledge, beneficially own more than five percent of the Common Stock.

 

“Beneficial ownership” here means direct or indirect voting or investment power over outstanding stock and stock which a person has the right to acquire now or within 60 days after April 15, 2019. See the accompanying footnotes to the tables below for more detailed explanations of the holdings. Except as noted, to our knowledge, the persons named in the tables beneficially own and have sole voting and investment power over all shares listed.

 

Percentage beneficially owned is based upon 195,770,183 shares of Common Stock issued and outstanding as of April 15, 2019.

 

Name and Address of Beneficial Owner(1)   Amount and Nature of Beneficial Ownership     Percentage of Beneficial Ownership  
Current Directors and Officers:                
Robert B. Ladd (2)     1,773,334       0.91 %
Robert S. Lowrey (3)     1,000,000       0.51 %
Steven Schaeffer (4)     440,000       0.22 %
H. Robert Holmes     702,819       0.36 %
Michael Onghai     586,000       0.30 %
All directors and executive officers (5 persons)     4,502,153       2.30 %
                 
5% Stockholders                
Iliad Research & Trading, L.P. (5)     19,780,000       9.99 %

 

  (1) Unless otherwise noted, the addresses for the above persons are in care of the Company at 512 S. Mangum Street, Suite 408, Durham, NC 27701.
     
  (2) Includes 600,000 shares of restricted stock of which 200,000 shares vest on April 1, 2019; 200,000 shares vest on October 1, 2019; and 200,000 shares vest on April 1, 2020, subject to the terms of Mr. Ladd’s employment agreement, as amended.
     
  (3) Includes 750,000 shares of restricted stock that vest in equal installments of which one-third vested on March 8, 2019, one-third will vest on September 8, 2019, and one-third will vest on March 8, 2020 and 250,000 shares of restricted stock that vest in equal installments of which one-third vested on January 31, 2019, one-third will vest on July 31, 2019 and one-third will vest on January 1, 2020, subject to the terms of Mr. Lowrey’s employment agreement.
     
  (4) Includes 440,000 shares of restricted stock of which 90,000 shares vested on February 15, 2019 and 350,000 shares will vest on August 15, 2019, subject to Mr. Schaeffer’s employment agreement.
     
  (5)

Includes 17,500,000 common shares acquired on April 15, 2019 based on a review of a Schedule 13G filed with the SEC on April 15, 2019 by Iliad Research & Trading, L.P., Iliad Management, LLC, Fife Trading, Inc. and John M. Fife (collectively, the “Iliad Stockholders”). The address of each of the Iliad Stockholders is 303 East Wacker Drive, Suite 1040, Chicago, IL 60601. Also includes 2,280,000 of common shares issuable pursuant to: (a) a convertible note held by Iliad Research & Trading, L.P. and/or (b) shares of Series C convertible preferred stock acquired by Chicago Venture Partners, L.P., an affiliate of the Iliad Stockholders, on April 15, 2019, (collectively, the “Convertible Securities”). Additional shares of common stock are issuable pursuant to the Convertible Securities, however based on the underlying terms of the Convertible Securities, the Iliad Stockholders are limited to owning 9.99% of the Company’s outstanding common shares.

 

2
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  MGT CAPITAL INVESTMENTS, INC
April 22, 2019    
     
  By: /s/ H. Robert Holmes
    H. Robert Holmes
    Interim President (Principal Executive Officer)

 

Pursuant to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ H. Robert Holmes   Interim President, Chief Executive Officer and Director   April 22, 2019
H. Robert Holmes   (Principal Executive Officer)    
         
/s/ Robert B. Ladd   Director   April 22, 2019
Robert B. Ladd        
         
/s/ Michael Onghai   Director   April 22, 2019
Michael Onghai        
         
/s/ Robert S. Lowrey   Chief Financial Officer   April 22, 2019
Robert S. Lowrey   (Principal Financial and Accounting Officer)    

 

3
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
31.3   Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer.
     
31.4   Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Financial and Accounting Officer.

 

4
 

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