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Series A Convertible Preferred Stock
3 Months Ended
Mar. 31, 2013
Equity [Abstract]  
Preferred Stock [Text Block]

Note 7: Series A Convertible Preferred Stock

 

On November 2, 2012, the Company closed a private placement sale of 1,380,362 shares of Series A Convertible Preferred Stock (“Preferred Stock”), (including 2,760,724 Warrants to purchase MGT Common stock) for an aggregate of $4.5 million. This transaction was approved by the NYSE MKT on October 26, 2012. The Preferred Stock is convertible into the Company's Common stock at a fixed price of $3.26 per share and carries a 6% dividend. The Warrants have a five-year life and are exercisable at $3.85 per share. The Preferred Stock certificate of designation and Warrant agreement each contain a fundamental transactions clause that provides for the conditional redemption of these instruments under certain circumstances that are not within the Company’s sole control. Management has therefore concluded that the preferred stock requires temporary equity classification at its allocated values and the warrants require classification at fair value. The carrying amount of the preferred shares requires no further adjustment unless and until the conditional redemption events are probable. The Company does not consider the conditional redemption events to be probable, as these events refer to fundamental change of control situations that do not currently exist, in the opinion of management. Accordingly, management concluded that the conversion option embedded in the preferred shares does not require bifurcation from the preferred shares as the host contract, as the preferred shares have the characteristics of a residual interest and therefore clearly and closely related to the common shares issuable upon the exercise of the conversion option. Changes in the fair value of the Warrants at each reporting date are included in the statement of operations. Total issuance cost for this private placement amounted to $88 as was treated as a reduction of the proceeds received. Further, the issuance date fair value of the warrants exceeded the proceeds received from the sale and issuance of the Preferred Stock. Accordingly, accounting recognition of the beneficial conversion feature was not required.

 

In November 2012, in connection with the sale of the Preferred Stock, the Company entered into investor/public relations service agreements, with terms of seven, ten and twelve months. Compensation under the agreements includes cash consideration of $444, the issuance of 100,000 shares of Preferred Stock and 400,000 warrants to purchase MGT Common Stock. Issuance of Preferred Stock and warrants to service providers as compensation for services are subject to shareholder approval. No shares were approved or issued as of March 31, 2013. Under the terms of the agreements, there are no penalties or liabilities to the Company if approval is not received. For the three months ended March 31, 2013, and 2012, the Company expensed $100 and $nil, respectively, relating to the cash consideration under the agreements. One agreement was mutually terminated in January 2013, reducing the remaining cash consideration due by $108. In addition, on May 3, 2013, the agreement was further adjusted to replace and reduce the remaining cash consideration due by an additional $6 and replacing the issuance of 100,000 shares of Preferred Stock and 200,000 warrants to purchase MGT Common Stock with the issuance of 50,000 Restricted Common Stock, subject to shareholder approval. 

 

During the three months ended March 31, 2013, 273,702 shares of Preferred Stock were converted into 273,702 shares of MGT Common Stock. As of March 31, 2013, 1,139,870 shares of the Preferred Stock remains outstanding, which includes 18,806 Dividend Shares of Preferred Stock issued on March 31, 2013. The Company shall maintain a cash balance of at least $2,000 as long as at least 345,092 shares of Preferred Stock remain outstanding.

 

In April 2013, 1,123,809 shares of the Preferred Stock were converted into 1,125,763 shares of the Company’s Common stock, which included accrued interest on the Preferred Stock.