Current Report Filing (8-k)
January 14 2019 - 4:31PM
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): January 11, 2019
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
1.01
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Entry
into a Material Definitive Agreement.
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On
January 11, 2019, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, entered into securities purchase
agreements (the “Securities Purchase Agreements”) with two investors (each individually an “Investor”
and together, the “Investors”), pursuant to which each Investor shall receive 1,000 shares of 12% Series B Preferred
Stock with the rights enumerated in Item 5.03 of this Current Report on Form 8-K and a promissory note in the original principal
amount of $120,000.00 (each a “Note” and collectively, the “Notes”). The Investors each paid consideration
of $90,000.00 for the purchase of the Notes and the preferred stock. The maturity date of each Note is August 1, 2019 and may
be extended at the option of the Investors. The outstanding balance of each Note is to be paid in monthly installments of $20,000.00
beginning March 1, 2019. Subject to the terms and conditions set forth in the Notes, the Company may prepay all or any portion
of the outstanding balance of the Note at any time without pre-payment penalty. Upon the occurrence of an Event of Default (as
defined in the Notes), the outstanding balance shall immediately increase to 120% of the outstanding balance immediately prior
to the occurrence of the Event of Default (as defined in the Notes) and the outstanding balance shall become immediately due and
payable.
The
forgoing terms are qualified in their entirety by the forms of the Securities Purchase Agreements and the Note attached herein
as Exhibits 10.1 and 10.2, respectively.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
information contained in Item 1.01 is hereby incorporated by reference.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth under Item 1.01 regarding the Securities Purchase Agreements and the information set forth under Item 5.03
regarding the issuance of the 12% Series B Preferred Stock is incorporated by reference into this Item 3.02. The issuance of these
securities is being made in reliance upon an exemption from registration provided under Section 4(a)(2) of the Securities Act
of 1933, as amended.
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective
January 11, 2019, the Board of Directors of the Company authorized and designated 10,000 shares of the Company’s preferred
stock as 12% Series B Preferred Stock. The holders of the 12% Series B Preferred Stock shall be entitled to vote on all matters
submitted to stockholders of the Company and shall be entitled to 55,000 votes for each share of 12% Series B Preferred Stock
owned. The stated value of the 12% Series B Preferred Stock shall be $120 per share (the “Stated Value”), subject
to adjustment. Holders of the 12% Series B Preferred Stock shall be entitled to receive dividends at the
discretion of the Board of Directors of the Company, payable quarterly in arrears, in cash at the rate of 12% of the Stated
Value per annum and shall be cumulative and accrue without interest. The Company may, at any time, redeem any shares of 12% Series
B Preferred Stock at the Stated Value, plus any accrued but unpaid dividends. At any time after the one year anniversary of the
Initial Issuance Date, holders may offer to sell, and the Company shall be required to buy, any shares of 12% Series B Preferred
Stock at one-half of the Stated Value, plus any accrued but unpaid dividends.
On
January 11, 2019, the Board of Directors of the Company filed the Certificate of Designation of the 12% Series B Preferred Stock
(the “Certificate of Designation”) with the Delaware Secretary of State.
The
foregoing description of the Certificate of Designation is qualified in its entirety by reference to the complete terms and conditions,
a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1, and incorporated by reference into this Item 5.03.
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:
January 14, 2019
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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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