UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2013
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission file number 0-26886
MGT CAPITAL INVESTMENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 13-4148725 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
500 Mamaroneck Avenue, Suite 204,
Harrison, NY 10528
(Address of Principal Executive Offices)
914-630-7431
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated Filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of May 17, 2013, the registrant had outstanding 6,064,440 shares of common stock, $0.001 par value.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10-Q/A to MGT Capital Investment, Inc.’s quarterly report on Form 10-Q for the period ended March 31, 2013, filed with the Securities and Exchange Commission on May 20, 2013, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from MGT Capital Investment, Inc.’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
No other changes have been made to the original Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
PART II — OTHER INFORMATION
ITEM 6. EXHIBITS.
Exhibit No. |
Description | |
31.1 | * | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | * | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | * | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | * |
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101 | ** | Interactive Data File. |
* | Incorporated by reference to our Form 10-Q filed with the SEC on May 20, 2013. |
** | Furnished with this Form 10Q/A. |
SIGNATURES
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 thereunto duly authorized.
MGT CAPITAL INVESTMENT, INC. | |||
Dated: May 31, 2013 | By: | /s/ ROBERT B. LADD | |
Robert B. Ladd | |||
President and Chief Executive Officer (principal executive officer) |
Dated: May 31, 2013 | By: | /s/ ROBERT P. TRAVERSA | |
Robert P. Traversa | |||
Treasurer and Chief Financial Officer (principal financial officer) |
Operating leases, commitments and security deposit (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
---|---|
2013 | $ 46 |
2014 | 58 |
Total | $ 104 |
Fair value of financial instruments (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Derivative warrant - liability | $ 5,044 | $ 7,166 |
Derivative Liability, Fair Value, Gross Liability | 5,044 | 7,166 |
Fair Value, Inputs, Level 1 [Member]
|
||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member]
|
||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member]
|
||
Derivative Liability, Fair Value, Gross Liability | $ 5,044 | $ 7,166 |
Segment reporting (Details Textual) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Restricted cash | $ 2,039 | $ 2,039 |
Stock incentive plan and share-based compensation (Details 2) (Warrant [Member], USD $)
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Warrant [Member]
|
|
Number of shares - Warrants outstanding at December 31, 2012 | 4,038,753 |
Number of shares - Issued | 0 |
Number of shares - Exercised | 0 |
Number of shares - Expired | 0 |
Number of shares - Warrants outstanding at March 31, 2013 | 4,038,753 |
Weighted average exercise price - Warrants outstanding at December 31, 2012 | $ 3.68 |
Weighted average exercise price - Issued | $ 0 |
Weighted average exercise price - Exercised | $ 0 |
Weighted average exercise price - Expired | $ 0 |
Weighted average exercise price - Warrants outstanding at March 31, 2013 | $ 3.68 |
Liquidity and financial condition
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Liquidity and Financial Condition [Abstract] | |
Liquidity and Financial Condition [Text Block] | Note 3: Liquidity and financial condition
The Company has incurred significant operating losses since inception and continues to generate losses from operations. As a result, the Company has generated negative cash flows from operations and has an accumulated deficit of $282,570 at March 31, 2013. The Company is operating in a developing industry based on new technology and its primary source of funds to date has been through the issuance of securities. While the Company is optimistic and believes appropriate actions are being taken, there can be no assurance that the products or patent monetization strategy will be successful by the Company.
At March 31, 2013, MGT’s cash, cash equivalents and restricted cash were $4,717, including $4 held in MGT Gaming. Subsequent to March 31, 2013, the Company received proceeds totaling $2,906 from warrant exercises; in addition, as a result of conversions of the Company’s Series A Convertible Preferred Stock, the Company is no longer required to maintain $2,000 in a restricted cash account. As a result, management believes that the current level of working capital will be sufficient to allow the Company to maintain its operations into June 2014. It is possible that some acquisitions may require the Company to raise capital; such capital may not be available on terms acceptable to the Company, if at all. To date, the purchase price of acquisitions has been funded primarily through the issuance of the Company’s equity securities to the sellers. |