Current Report Filing (8-k)
September 12 2018 - 4:06PM
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): September 10, 2018
MGT
Capital Investments, Inc.
Delaware
|
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001-32698
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13-4148725
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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512
S. Mangum Street, Suite 408
Durham,
NC
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27701
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(914)
630-7430
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(Address
of principal
executive
offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area code)
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(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 [ ]
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
September 10, 2018, MGT Capital Investments, Inc. (the “Company”) announced that Robert Ladd will be taking a leave
of absence from his positions as Chief Executive Officer and President of the Company to focus on addressing the allegations filed
in a Securities and Exchange Commission complaint against him filed on September 7, 2018. H. Robert Holmes, independent director
and Chairman of the Board of Directors of the Company, will assume the duties of Mr. Ladd as Interim President and Chief Executive
Officer of the Company.
H.
Robert Holmes, 74, was elected as a director of the Company in May 2012. From 2008 to 2012, Mr. Holmes has served on the board
of Dejour Energies Inc. (NYSE–MKT: DEJ, 2008–2013). Mr. Holmes was the founder and general partner of Gilford Partners
Hedge Fund. From 1980–1992, Mr. Holmes was the Co–Founder, President of Gilford Securities, Inc. Previously, Mr. Holmes
served in various positions with Paine Webber and Merrill Lynch. Mr. Holmes has served on the Board of Trustees North Central
College in Naperville, II; Board of Trustees of Sacred Heart Schools, Chairman of Development Committee, in Chicago, IL; Board
of Trustees of Crested Butte Academy where he was Chairman of Development Committee; and the Board of Trustees Mary Wood Country
Day School, Rancho Mirage, CA.
There
are no arrangements or understandings between Mr. Holmes and any other persons pursuant to which he was appointed as interim Chief
Executive Officer. There are also no family relationships between Mr. Holmes and any director or executive officer of the Company,
and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Item
7.01
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Regulation
FD Disclosure.
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On
September 10, 2018, the Company announced Robert Ladd’s leave of absence as President and Chief Executive Officer of the
Company and the appointment of H. Robert Holmes as Interim President and Chief Executive Officer. A copy of the press release
is attached to this report as Exhibit 99.1.
The
information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current
Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation
FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not
otherwise publicly available.
This
Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect
the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among
other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,”
and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results
to differ materially from those anticipated at the date of this Current Report on Form 8-K. The Company disclaims any obligation
to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof. Investors are
cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
Item
9.01
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Financial
Statements and Exhibits.
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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.
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MGT
Capital Investments, Inc.
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Date:
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September
12, 2018
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By:
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/s/
Robert S. Lowrey
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Name:
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Robert
S. Lowrey
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Title:
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Chief
Financial Officer
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