Note 9: Series A convertible preferred stock

On April 26, 2013, the Company made an offer to the holders of the Company’s $3.85 Common Stock Purchase Warrants issued on October 29, 2012 (the “Warrants”), providing if such holders exercised one Warrant, they would have the right to exchange up to two additional Warrants for 5/8ths per share of Common Stock per Warrant exchanged. The results of the offer were that holders of 715,742 Warrants elected to exercise their Warrants. The Warrants had a fair value of $1,680 carried as a derivative liability on the exercise date. The Warrants were fair valued based upon the following Black Scholes Model (“BSM”): risk free rate 0.68%-0.85%; expected term five (4.44) years; annual volatility 75%; exercise price $3.85, market value of $3.90-$4.27 per share. The exercise of the Warrants allowed the Company to reclassify $1,680 from derivative liability into shareholders’ equity. During the three and nine months ended September 30, 2013, the Company recognized $nil and $517 mark-to-market loss associated to this agreement.

On May 20, 2013, the Company entered into Warrant Waiver Agreements with four holders of Warrants who collectively held more than 60% of the Warrants, which per the original Warrants, triggers the modification of all Warrants in the series. The modficiation addresses the ability of warrant holders to redeem the Warrants for cash in a “Fundamental Transaction” as defined in the Warrant to provide that the Warrant holders do not have the right to redeem the Warrants for cash in any Fundamental Transaction that is not approved by the Company’s Board of Directors or that occurs in a transaction or as a result of an event that was not in the Company’s sole control. The modification changes the accounting treatment of the Warrants. The Company committed to issue an aggregate of 162,460 shares of its common stock in consideration for the modification. On September 27, 2013, at MGT’s Annual Meeting of Stockholders, stockholders approved a resolution for the issuance of up to 162,460 shares of common stock (the “Modification Shares”) in consideration for the modification of certain provisions contained in an aggregate of 2,044,982 warrants which modifications allowed the Company to treat such warrants as equity rather than as a derivative liability. The shares were subsequently issued on October 8, 2013. The stock was valued at $598 using the closing market price on September 27, 2013. On May 20, 2013, the Company had 2,044,982 warrants outstanding with a fair value of $6,525 carried as a derivative liability. The warrants were fair valued based upon the following Black Scholes Model (“BSM”): risk free rate 0.850%; expected term five (4.44) years; annual volatility 75%; exercise price $3.85, market value of $5.03 per share. The modification agreement allowed the Company to reclassify the $6,525 from derivative liability into shareholders’ equity. During the three and nine months ended September 30, 2013, the Company recognized $nil and $3,204 mark-to-market loss, respectively, associated with this agreement.

During the three months ended September 30, 2013, no shares of Preferred Stock were converted. For the nine months ended September 30, 2013, 1,400,487 shares of Preferred were converted into 1,400,487 shares of MGT Common Stock. As of September 30, 2013, 15,748 shares of the Preferred Stock remains outstanding, which includes 236 Dividend Shares of Preferred Stock issued on September 30, 2013. With fewer than 345,012 shares of Preferred Stock outstanding, the Company is no longer subject to the Cash Maintenance provision of the Purchase Agreement under which the Preferred Stock was originally sold in October 2012.

In November 2012, in connection with the sale of the Preferred Stock, the Company entered into three separate investor/public relations service agreements, with terms of seven, ten and twelve months. Compensation under the original terms of these agreements included cash consideration of $444, the issuance of 100,000 shares of Preferred Stock and 400,000 warrants to purchase MGT Common Stock. The issuances of Preferred Stock and warrants to service providers as compensation for their services are subject to shareholder approval. Under the terms of the agreements, there are no penalties or liabilities to the Company if approval is not received. One agreement was mutually terminated in January 2013, reducing the remaining cash consideration due by $108. 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 shares of Restricted Common Stock, subject to NYSE MKT exchange approval. These shares were subsequently issued on September 4, 2013. The stock was valued at $210, using the closing market price on that date. On May 3, 2013, one agreement was mutually terminated, reducing the future cash consideration due by $20 in consideration of having a month to month service agreement for $15 per month. This agreement was cancelled in August 2013.