Current Report Filing (8-k)

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 21, 2022

MGT Capital Investments, Inc.

Delaware

001-32698

13-4148725

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

150 Fayetteville Street, Suite 1110

Raleigh, North Carolina

27601

(914) 630-7430

(Address of principal

executive offices)

(Zip Code)

(Registrant’s telephone number, including area code)

(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))

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 3.02. Unregistered Sales of Equity Securities.

On November 24, 2021 and December 20, 2021, MGT Capital Investments, Inc., a Delaware corporation (the “Company”), issued 8,000,000 and 8,000,000 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), respectively, to Bucktown Capital, LLC, a Utah limited liability company (the “Investor”), to satisfy a partial cashless exercise of the warrant (the “Warrant”) to purchase 53,000,000 shares of Common Stock issued to the Investor on September 30, 2021.

On January 11, 2022 and January 21, 2022, the Company issued 8,000,000 and 8,000,000 shares of Common Stock, respectively, to the Investor to satisfy a further partial cashless exercise of the Warrant.

As a result of these exercises, there are 33,118,056 shares of Common Stock issuable pursuant to the Warrant.

The issuance of these securities is being made in reliance upon an exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.

As of January 25, 2022, the Company had 622,970,903 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.