Securities Registration Statement (simplified Form) (s-3/a)
August 07 2018 - 5:32PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 7 , 2018
Registration
No. 333 -225589
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 2
FORM
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
MGT
Capital Investments, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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13-4148725
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(State
or other jurisdiction of
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(I.R.S.
Employer
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Incorporation
or organization)
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Identification
Number)
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512
S. Mangum Street, Suite 408
Durham,
NC 27701
(914)
630-7430
(Address,
including zip code, and telephone number, including area code of registrant’s principal executive offices)
Robert
Ladd, President
MGT
Capital Investments, Inc.
512
S. Mangum Street, Suite 408
Durham,
NC 27701
(914)
630-7430
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Abbe
L. Dienstag, Esq.
Kramer,
Levin, Naftalis & Frankel LLP
1177
Avenue of the Americas
New
York, New York 10036
(212)
715-9280
From
time to time after the effective date of this Registration Statement
(Approximate
date of commencement of proposed sale to the public)
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ] (Do not check if a smaller reporting company)
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Smaller
reporting company [X]
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Emerging
growth company [ ]
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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. [ ]
CALCULATION
OF REGISTRATION FEE
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Title
of each class of securities to be registered
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price per Unit
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of Registration Fee (1)
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Common
Stock, par value $0.001 per share
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(2)
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(3)
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(3)
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—
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Preferred
Stock, par value $0.001 per share
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(2)
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(3)
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(3)
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—
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Debt
Securities
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(2)
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(3)
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(3)
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—
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Rights
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(2)
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(3)
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(3)
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—
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Warrants
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(2)
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(3)
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(3)
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—
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Units
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(2)
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(3)
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(3)
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—
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Total
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(2)
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$
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150,000,000
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$
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18,675
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(1)
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Calculated
pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act. Pursuant to Rule 415(a)(6) under
the Securities Act, the total amount of the filing fee payable in connection with this Registration Statement is $18,675.
The filing fee was previously paid in connection with the filing of the initial registration statement.
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(2)
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There
are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate
principal amount of debt securities, such indeterminate number of rights to purchase common stock or preferred stock, such
indeterminate number of warrants to purchase common stock, preferred stock or debt securities and such indeterminate number
of units consisting of any combination of the securities registered hereunder as shall have an aggregate initial offering
price not to exceed $150,000,000. If any debt securities are issued at an original issue discount, then the principal amount
of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed
$150,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The securities registered also
include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued
upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise
of warrants or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the
Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred
stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends
or similar transactions.
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(3)
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The
proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in
connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class
of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 2 to the Registration Statement on Form S-3 of MGT Capital Investments, Inc. is solely for the purpose of filing
a revised Exhibit 1.1, Amended and Restated At The Market Offering Agreement, dated August 7, 2018. No change is made to the prospectus
constituting Part I of the Registration Statement or to any Item of Part II of the Registration Statement other than the refiling
of the aforesaid Exhibit.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules
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*
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Filed
herewith.
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**
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Previously
filed as an exhibit to Form S-3 on June 12, 2018, and incorporated herein by reference.
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***
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Previously
filed as an exhibit to Form S-3 on July 23, 2018, and incorporated herein by reference.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Durham, North Carolina on this 7
th
day
of August , 2018.
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MGT
CAPITAL INVESTMENTS, INC.
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By:
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/s/
Robert B. Ladd
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(Robert
B. Ladd)
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President,
Chief Executive Officer
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KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert B. Ladd, and Robert
S. Lowrey, and each of them, his/her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution,
for him/her and in his/her name, place and stead, in any and all capacities to sign any or all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, any related Registration Statement filed pursuant to Rule
462 under the Securities Act of 1933 and any or all pre- or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming that said attorney-in-fact and agent, or any substitute or substitutes for him, may lawfully do or cause to be
done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
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Signature
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Title
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Date
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*
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Chairman
of the Board of Directors
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August
7
, 2018
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(H.
Robert Holmes)
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*
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Director
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August
7
, 2018
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(Michael
Onghai)
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/s/
Robert B. Ladd
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Director
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August
7
, 2018
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(Robert
B. Ladd)
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/s/
Robert S. Lowrey
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Chief
Financial Officer and Principal
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August
7
, 2018
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(Robert
S. Lowrey)
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Accounting
Officer
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*
By:
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/s/
Robert B. Ladd
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(Robert
B. Ladd)
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Attorney
in Fact
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