Current Report Filing (8-k)
January 03 2020 - 4:17PM
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): December 30, 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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150
Fayetteville Street, Suite 1100
Raleigh,
North Carolina
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27601
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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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512
S. Magnum Street, Suite 408, Durham, NC
(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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Securities
registered pursuant to Section 12(b) of the Act:
None
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 Entry into Material Definitive Agreements.
On
December 31, 2019, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, and Iliad Research and Trading,
L.P., a Utah limited partnership (“Iliad”), entered into a fifth amendment (the “Amendment”) to that certain
Promissory Note dated June 1, 2018 (the “June 2018 Note”), in the original principal amount of $3,600,000.00. Pursuant
to the Amendment, Iliad has agreed to extend the maturity date of the June 2018 Note to July 30, 2020, and the Company agreed
to pay Iliad an extension fee of $84,436, which amount was added to the
outstanding principal balance of the June 2018 Note.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Item
3.02. Unregistered Sales of Equity Securities.
On November
30, 2019 and December 30, 2019, the Company issued 13,631,407 and 28,075,970 shares of Common Stock, respectively, to Iliad in
connection with the conversion of $125,000 and $340,000 in principal amounts under the June 2018 Note, with an outstanding
principal balance of $928,796, as of December 31, 2019.
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 December 31, 2019, the Company has 413,701,288 shares of Common Stock outstanding.
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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January
3, 2020
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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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