Current Report Filing (8-k)

Date : 06/04/2019 @ 11:08AM
Source : Edgar (US Regulatory)
Stock : MGT Capital Investments Inc (QB) (MGTI)
Quote : 0.0125  -0.00085 (-6.37%) @ 9:36PM

Current Report Filing (8-k)











Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): June 3, 2019


MGT Capital Investments, Inc.


Delaware   001-32698   13-4148725

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


512 S. Mangum Street, Suite 408

Durham, NC

  27701   (914) 630-7430

(Address of principal

executive offices)

  (Zip Code)  

(Registrant’s telephone number,

including area code)




(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:


  [  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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 [  ]


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class   Trading Symbols   Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share   MGTI   OTCQB






Item 1.01. Entry into a Material Definitive Agreement.


On June 3, 2019 (the “Closing Date”), MGT Capital Investments, Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”) pursuant to which the Investor committed to purchase up to $10,000,000 (the “Maximum Amount”) of the Company’s common stock (the “Financing”). In connection with the Financing, on the Closing Date, the Company and the Investor also entered into a Registration Rights Agreement (the “Registration Rights Agreement”, and together with the Purchase Agreement, the “Transaction Documents”).


Upon filing and effectiveness of the Company’s Registration Statement on Form S-1 and provided other closing conditions are met, from time to time over the term of the Purchase Agreement, the Company shall have the right, but not the obligation, to direct the Investor to purchase shares of the Company’s common stock (the “Put Shares”) in an amount in each instance up to the lesser of $1,000,000 or 250% of the Average Daily Trading Volume (as defined in the Purchase Agreement by delivering a notice to the Investor (the “Put Notice”). The purchase price (the “Purchase Price”) for the Put Shares shall equal 95% of the one lowest daily volume weighted average price on the Principal Market (as defined in the Purchase Agreement) (as reported by Bloomberg Finance L.P.) during the five trading days immediately following the date the Investor receives the Put Shares via DWAC associated with the applicable Put Notice (the “Valuation Period”). The closing of a Put Notice shall occur within one trading day following the end of the respective Valuation Period, whereby (i) the Investor shall deliver the Investment Amount (as defined below) to the Company by wire transfer of immediately available funds and (ii) the Investor shall return surplus Put Shares if the value of the Put Shares delivered to the Investor causes the Company to exceed the maximum commitment amount. The Company shall not deliver another Put Notice to the Investor within ten trading days of a prior Put Notice. The “Investment Amount” means the aggregate Purchase Price for the Put Shares purchased by the Investor, minus clearing costs payable to the Investor’s broker or to the Company’s transfer agent for the issuance of the Put Shares.


The right of the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of certain closing conditions, including, among other things, (i) the Company’s Registration Statement on Form S-1 registering the resale of the Put Shares by the Investor being declared effective by the Securities and Exchange Commission and a limitation of the Investor’s beneficial ownership to no more than 9.99%.


The Transaction Documents contain customary affirmative and restrictive covenants and representations and warranties, as well as customary indemnification obligations by each party.


With regard to the purchase and resale of the Put Shares, the Investor is an “underwriter” within the meaning of the Securities Act of 1933, as amended. Any broker-dealers or agents that are involved in resales of the Put Shares may be deemed “underwriters.” The Company will receive net proceeds from the sale of the Put Shares directly from the Investor pursuant to the Purchase Agreement, however, the Company will not receive any proceeds from the resale of the Put Shares by the Investor thereafter.


The foregoing description of the Purchase Agreement and the Registration Rights Agreement is only a summary of the material terms of such agreements and does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.


Item 3.02 Unregistered Sales of Equity Securities.


The information set forth in Item 1.01 above is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits




10.1   Equity Purchase Agreement, dated June 3, 2019, between the Company and Oasis Capital, LLC.
10.2   Registration Rights Agreement, dated June 3, 2019, between the Company and Oasis Capital, LLC.






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.


    MGT Capital Investments, Inc.
Date: June 3, 2019 By: /s/ Robert S. Lowrey
    Name:  Robert S. Lowrey
    Title: Chief Financial Officer



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