Current Report Filing (8-k)
March 16 2020 - 04:15PM
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 16,
2020

MGT Capital Investments, Inc.
Delaware |
|
001-32698 |
|
13-4148725 |
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
150
Fayetteville Street, Suite 1100
Raleigh,
North Carolina
|
|
27601 |
|
(914)
630-7430 |
(Address
of principal
executive
offices)
|
|
(Zip
Code) |
|
(Registrant’s
telephone number,
including
area code)
|
512
S. Magnum Street, Suite 408, Durham, NC
(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) |
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[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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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[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
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
February 13, 2020 and March 16, 2020, MGT Capital Investments, Inc.
(the “Company”), a Delaware corporation, issued 15,037,594 and
17,709,563 shares of the Company’s common stock, par value $.001
(the “Common Stock”), respectively, to Iliad Research and Trading,
L.P., a Utah limited partnership, in connection with the conversion
of $200,000 and $150,000 in principal amounts under that certain
Promissory Note dated June 1, 2018, as amended, in the original
principal amount of $3,600,000. Following these conversions, the
outstanding principal balance of this Note stands at
$578,796.
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
March 16, 2020, the Company has 446,448,445 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.
|
MGT
Capital Investments, Inc. |
|
|
|
Date:
March 16,
2020 |
By: |
/s/
Robert S. Lowrey |
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Name: |
Robert
S. Lowrey |
|
|
Title: |
Chief
Financial Officer |