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


Date of report (Date of earliest event reported): June 30, 2020



MGT Capital Investments, Inc.


Delaware   001-32698   13-4148725

(State or other jurisdiction

of incorporation)



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)




(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))


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




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 June 2, 2020 and June 30, 2020, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, issued 14,778,325 and 11,904,762 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 $125,000 and $125,000 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 $153,796.


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 July 2, 2020, the Company has 489,615,048 shares of Common Stock outstanding.







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: July 2, 2020 By: /s/ Robert B. Ladd
    Name: Robert B. Ladd
    Title: Chief Executive Officer