Current Report Filing (8-k)
June 04 2019 - 6:08AM
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): June 3, 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 [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbols
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Name
of Each Exchange on Which Registered
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Common
Stock, par value $0.001 per share
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MGTI
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OTCQB
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Item
1.01.
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Entry
into a Material Definitive Agreement.
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On
June 3, 2019 (the “Closing Date”), MGT Capital Investments, Inc. (the “Company”) entered into an Equity
Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”)
pursuant to which the Investor committed to purchase up to $10,000,000 (the “Maximum Amount”) of the Company’s
common stock (the “Financing”). In connection with the Financing, on the Closing Date, the Company and the Investor
also entered into a Registration Rights Agreement (the “Registration Rights Agreement”, and together with the Purchase
Agreement, the “Transaction Documents”).
Upon
filing and effectiveness of the Company’s Registration Statement on Form S-1 and provided other closing conditions are met,
from time to time over the term of the Purchase Agreement, the Company shall have the right, but not the obligation, to direct
the Investor to purchase shares of the Company’s common stock (the “Put Shares”) in an amount in each instance
up to the lesser of $1,000,000 or 250% of the Average Daily Trading Volume (as defined in the Purchase Agreement by delivering
a notice to the Investor (the “Put Notice”). The purchase price (the “Purchase Price”) for the Put Shares
shall equal 95% of the one lowest daily volume weighted average price on the Principal Market (as defined in the Purchase Agreement)
(as reported by Bloomberg Finance L.P.) during the five trading days immediately following the date the Investor receives the
Put Shares via DWAC associated with the applicable Put Notice (the “Valuation Period”). The closing of a Put Notice
shall occur within one trading day following the end of the respective Valuation Period, whereby (i) the Investor shall deliver
the Investment Amount (as defined below) to the Company by wire transfer of immediately available funds and (ii) the Investor
shall return surplus Put Shares if the value of the Put Shares delivered to the Investor causes the Company to exceed the maximum
commitment amount. The Company shall not deliver another Put Notice to the Investor within ten trading days of a prior Put Notice.
The “Investment Amount” means the aggregate Purchase Price for the Put Shares purchased by the Investor, minus clearing
costs payable to the Investor’s broker or to the Company’s transfer agent for the issuance of the Put Shares.
The
right of the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of certain closing conditions,
including, among other things, (i) the Company’s Registration Statement on Form S-1 registering the resale of the Put Shares
by the Investor being declared effective by the Securities and Exchange Commission and a limitation of the Investor’s beneficial
ownership to no more than 9.99%.
The
Transaction Documents contain customary affirmative and restrictive covenants and representations and warranties, as well as customary
indemnification obligations by each party.
With
regard to the purchase and resale of the Put Shares, the Investor is an “underwriter” within the meaning of the Securities
Act of 1933, as amended. Any broker-dealers or agents that are involved in resales of the Put Shares may be deemed “underwriters.”
The Company will receive net proceeds from the sale of the Put Shares directly from the Investor pursuant to the Purchase Agreement,
however, the Company will not receive any proceeds from the resale of the Put Shares by the Investor thereafter.
The
foregoing description of the Purchase Agreement and the Registration Rights Agreement is only a summary of the material terms
of such agreements and does not purport to be complete and is qualified in its entirety by reference to the full text of such
agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein
by reference.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth in Item 1.01 above is incorporated herein by reference.
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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June
3, 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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