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 4, 2013
MGT Capital Investments, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-26886 | 13-4148725 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528
(Address of principal executive offices, including zip code)
(914) 630-7431
(Registrant's telephone number, including area code)
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)) |
Item 1.01 Entry into a Material Definitive Agreement.
Strategic Alliance with M2P Entertainment GmbH
On December 4, 2013, MGT Capital Investments, Inc. (the “Company”) entered into a Strategic Alliance Agreement with M2P Entertainment GmbH, a German corporation (“M2P”), the newly formed Delaware corporation, M2P Americas, Inc. (“M2P Americas”) and the Company’s ’s existing subsidiary MGT Studios, Inc. The purpose of the transaction is to allow M2P Americas to market and exploit MP2’s gaming technology in North and South America through M2P Americas. As part of the transaction, the Company acquired 50.1% of M2P Americas and M2P Entertainment acquired 49.9%. The Strategic Alliance Agreement provides that the Company and M2P will jointly cooperate to launch M2P’s gaming technology in North and South America. It further provides M2P Americas with an exclusive royalty free license to M2P’s gaming technology for North and South America.
Pursuant to the terms of the Strategic Alliance Agreement, the Company will advance certain expenses to M2P Americas and the Company and M2P will provide network and human resources support to M2P Americas. The parties also entered into a Stockholders Agreement dated the same date which, among other things, grants M2P an option to purchase 10% of the Company’s ownership in M2P America at book value if the Company does not purchase equity in M2P prior to April 2, 2014.
Any advances by the Company or its subsidiaries to M2P Americas will be considered a loan bearing interest at 4% per annum or the applicable federal rate if greater. The Strategic Alliance Agreement has a term of 20 years, and is filed as Exhibit 10.1 to this Form 8-K.
Warrant Modification Agreement
On December 10, 2013, the Company entered into a Warrant Modification Agreement (the “Agreement”) with Iroquois Master Fund Ltd. (“Iroquois”). Pursuant to the Agreement, Iroquois agreed to immediately exercise its warrant to purchase 613,496 shares of Common Stock, par value $0.001 of the Company, at an exercise price of $1.50 per share, for aggregate gross proceeds to the Company of approximately $920,000, and (ii) agreed to terminate its right of participation in future equity offerings of the Company. In exchange, the Company agreed to reduce the warrant exercise price from $3.85 per share to $1.50 per share, and agreed not to issue any securities at a price below $2.50 per share for a period of 90 days after the date of the Agreement (other than securities granted pursuant to a stock plan or issued in connection with an acquisition). Iroquois acquired the warrant in connection with the Company's November 2012 financing. In connection with the Agreement, the Company will pay to Chardan Capital Markets, LLC (“Chardan”) a placement fee for the solicitation of the exercise of the warrants equal to 8% of the gross proceeds raised, or approximately $73,000 and will reimburse Chardan for up to $7,500 of its legal fees and expenses incurred. The Agreement is filed as Exhibit 10.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibit |
| 10.1 | Strategic Alliance Agreement by and among M2P Entertainment GmbH, a German corporation (“M2P”), M2P Americas, Inc. and MGT’s Studios, Inc. dated December 4, 2013. | |
| 10.2 | Warrant Amendment Agreement dated December 10, 2013 by and between MGT Capital Investments, Inc. and Iroquois Master Fund Ltd. |
| 99.1 | Text of press release issued by the Company on December 5, 2013. |
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.
Dated: December 10, 2013
| MGT Capital Investments, Inc. | ||
| By: | /s/ Robert B. Ladd | |
| Name: Title: |
Robert B. Ladd President and Chief Executive Officer | |
Exhibit 10.1
STRATEGIC ALLIANCE AGREEMENT
STRATEGIC ALLIANCE AGREEMENT dated as of December 4, 2013 (the “Strategic Alliance Agreement”), by and among M2P ENTERTAINMENT GMBH, a German corporation (“M2P”), M2P Americas, Inc., a Delaware corporation (“M2P Americas”), MGT CAPITAL INVESTMENTS, INC., a Delaware corporation (“MGT”) and MGT STUDIOS, Inc., a Delaware corporation (“MGT Studios” and together with MGT, the MGT Parties). The MGT Parties, M2P and M2P Americas are collectively referred to as the “Parties”).
WHEREAS, MGT Studios is in the business of designing and distributing online and mobile games for the U.S. market, including skill based gaming;
WHEREAS, M2P is a developer of skill based games played online for cash as well as social games for certain of the European markets. M2P owns and/or has developed more than 30 game titles, including online and mobile skill based games and games developed specifically for the social network (e.g. facebook) platform, including the games set forth on Exhibit A hereto (the “M2P Gaming Technology”);
WHEREAS, the Parties desire to work together in order to jointly exploit the M2P Gaming Technology in North and South America (the “Territory”), with an initial focus on the United States, including generating revenues through: (i) generating a rake from skill-based gaming played for real money, (ii) sale of virtual goods in games, (iii) advertising, and (iv) merchandising.
NOW, THEREFORE, in consideration of the above premises and the covenants and agreements of the Parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Definitions.
(a) “Existing MGT Game Titles” means Hamster Golf, Smash Bots, SlotChamp and Real Deal Poker.
(b) “M2P Americas Products and Services” means all products and services offered by M2P Americas that utilize the M2P Gaming Technology or the M2P Americas Joint IP.
(c) “Independent IP” means, with respect to a Party: (i) all Intellectual Property owned by such Party, solely together with any unaffiliated third party other than the other Parties, as of the date hereof, and (ii) any and all Intellectual Property created by such Party, solely or together with any unaffiliated third party other than the other Parties, or acquired by such Party after the date hereof (including pursuant to the provisions of this Agreement).
(d) “Intellectual Property” means any inventions, discoveries, concepts, know-how and ideas, whether or not patentable, copyrightable, registrable as a trademark, protectable as a mask work, protectable as a trade secret, or reduced to practice, including, without limitation, any chemical, data, process, method, formula, article, composition, device, product, tool, machine, computer program, routine, apparatus, appliance, design, drawing, practice, research notes, testing or research results, or techniques, as well as any improvements thereto and know-how related thereto, including, in each case, copies and embodiments of the foregoing (in whatever form or medium).
(e) “Jointly Developed IP” means any Intellectual Property made or conceived during the Term by any of the Parties, whether acting independent or jointly with another party, whether or not the facilities, material or personnel of the other Parties were utilized, that is developed from or arises from the Independent IP of another Party or the Intellectual Property that another Party comes to own under the terms of this Agreement.
(f) “Person” means any individual, corporation, firm, partnership, limited liability company or other business entity.
2. Sales and Marketing of M2P Americas Products and Services.
(a) Management. M2P Americas shall manage the marketing of all M2P Americas Products and Services in the Territory and shall use commercially reasonable efforts to market and sell and to solicit orders for the M2P Americas Products and Services in the United States.
(b) Agents. M2P Americas may appoint such agents within the Territory as it may deem necessary and proper in connection with the effective marketing and sale of the M2P Americas Products and Services in the Territory. The terms of each agreement pursuant to which each agent is appointed shall not be inconsistent with the terms and conditions of this Agreement. M2P Americas shall be responsible for ensuring the compliance by each agent with the provisions of this Agreement relating to the marketing and sale of the M2P Americas Products and Services, non-competition, and the protection of confidential information and intellectual property rights belonging to M2P Americas.
(c) Sales and Marketing Plan. For each year during the Term, M2P Americas shall prepare an annual sales and marketing plan that will include goals for sales of M2P Americas Products and Services and an annual budget for promotional activities (the “Marketing Plan”). M2P Americas shall deliver the initial Marketing Plan not later than 45 days from the date hereof. Each subsequent Marketing Plan shall be substantially in the form of the initial Marketing Plan, except as otherwise approved by the board of directors of M2P Americas (the “M2P Americas Board”). The Marketing Plan shall be subject to the review and approval of the M2P Americas Board. M2P Americas shall submit each Marketing Plan for the new calendar year to the M2P Americas Board not less than 90 days prior to the end of each current calendar year. Once approved, subject to the approval of the M2P Americas Board, the Marketing Plan shall not change during the year and shall be the basis for comparison of actual results. M2P shall provide quarterly written status reports to the M2P Americas Board for review, including a discussion of projected versus actual results.
(d) Marketing Activities. Marketing activities that M2P Americas may undertake include:
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(1) Ensuring that all persons marketing the M2P Americas Products and Services are appropriately trained and supervised;
(2) Developing tradeshow and marketing material;
(3) Coordinating the implementation of all sales, advertising and promotional programs for the M2P Americas Products and Services;
(4) Attending applicable trade shows and conferences;
(5) Exhibiting the M2P Americas Products and Services at industry-related events;
(6) Maintaining an M2P Americas website;
(7) Responding to customer inquiries and complaints on a timely basis and providing such assistance and information as is reasonably requested; and
(8) Capturing customer feedback.
(e) Sales and Marketing Cooperation. MGT Studios and M2P each agree to use commercially reasonable efforts to assist M2P Americas with the marketing of M2P Americas Products and Services, including:
(1) Providing market and industry research relating to the M2P Americas Products and Services;
(2) Assisting in or providing technology training of M2P Americas sales personnel;
(3) Assisting in the development of tradeshow and marketing material;
(4) Assisting in the development of the Marketing Plan;
(5) Assisting in the implementation of sales and marketing programs;
(6) Providing access to confidential facebook user lists and other marketing contacts;
(f) Financial Contributions to Sales and Marketing.
(1) MGT Studios shall provide, at no cost to M2P Americas, the sales and marketing personnel necessary to implement the Marketing Plan.
(2) M2P shall host the M2P Americas Products and Services on its existing server network at no cost to M2P Americas, and shall at all times maintain adequate server capacity to meet its hosting obligation hereunder. Notwithstanding the foregoing, at such time as M2P is required to obtain greater server capacity than it currently has in order to meet its hosting obligation hereunder, M2P Americas shall reimburse M2P for the costs of such incremental increase upon receipt of proper documentation evidencing such costs.
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(3) MGT shall advance sufficient cash to M2P Americas to pay for all third party costs of M2P Americas, including advertising and customer acquisition costs (“Third Party Costs”). All advances of Third Party Costs shall be treated as a loan to M2P Americas bearing an interest rate equal to the greater of (i) 4% per annum and (ii) the applicable federal rate.
3. New Game Development.
(a) Cooperation to Develop New Joint Games. M2P and MGT Studios shall each use commercially reasonable efforts to assist M2P Americas in the design and development of new games for the U.S. market (“New Joint Games”).
(b) Loans to Fund New Joint Game Development Costs. As consideration for the assistance to design and develop New Joint Games, M2P and MGT Studios shall each be entitled to reimbursement for all properly documented costs incurred in providing such development assistance. Such costs shall be treated as a loan to M2P Americas bearing an interest rate equal to the greater of (i) 4% per annum and (ii) the applicable federal rate.
(c) New Joint Games Intellectual Property. All Intellectual Property developed in connection with the development of New Joint Games shall be treated as Jointly Developed IP.
4. Representations and Warranties of the MGT Parties.
(a) Each MGT Party represents and warrants that it is a corporation duly organized and validly existing under the laws of the State of Delaware, it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to own and operate its property and to carry on its business as it is now being conducted.
(b) Each MGT Party represents and warrants that the execution and delivery of this Agreement by such MGT Party has been duly and validly authorized, executed and delivered, and this Agreement is a legal, valid and binding obligation of such MGT Party enforceable against such MGT Party in accordance with its terms, except as such obligations and their enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally, (ii) general principles of equity, or (iii) the power of a court to deny enforcement of remedies based on public policy.
(c) Each MGT Party represents and warrants that the execution and delivery by such MGT Party of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any material law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which such MGT Party is bound, or of any provision of such MGT Party’s organizational documents or any material contract, commitment or other obligation to which such MGT Party is bound.
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5. Representations and Warranties of M2P Americas.
(a) M2P Americas represents and warrants that it is a corporation duly organized and validly existing under the laws of the State of Delaware, has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to own and operate its property and to carry on its business as it is now being conducted.
(b) M2P Americas represents and warrants that the execution and delivery of this Agreement by M2P Americas has been duly and validly authorized, executed and delivered, and this Agreement is a legal, valid and binding obligation of M2P Americas enforceable against M2P Americas in accordance with its terms, except as such obligations and their enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally, (ii) general principles of equity, or (iii) the power of a court to deny enforcement of remedies based on public policy.
(c) M2P Americas represents and warrants that the execution and delivery by M2P Americas of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any material law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which M2P Americas is bound, or of any provision of M2P Americas’ organizational documents or any material contract, commitment or other obligation to which M2P Americas is bound.
(d) M2P Americas represents and warrants that M2P has granted to M2P Americas a perpetual, exclusive royalty-free license to exploit the M2P Gaming Technology in the Territory for all uses.
6. Representations and Warranties of M2P.
(a) M2P represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the Germany, has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to own and operate its property and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in any of those jurisdictions where it is required to be qualified.
(b) M2P represents and warrants that the execution and delivery of this Agreement by M2P has been duly and validly authorized, executed and delivered, and this Agreement is a legal, valid and binding obligation of M2P enforceable against M2P in accordance with its terms, except as such obligations and their enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally, (ii) general principles of equity, or (iii) the power of a court to deny enforcement of remedies based on public policy.
(c) M2P represents and warrants that the execution and delivery by M2P of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any material law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which M2P is bound, or of any provision of M2P’s organizational documents or any material contract, commitment or other obligation to which M2P is bound.
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(d) M2P represents and warrants that M2P has granted to M2P Americas a perpetual, exclusive, royalty-free license to exploit the M2P Gaming Technology in the Territory for all uses.
7. Confidentiality.
(a) Each Party shall hold in strict confidence, and shall cause their respective officers, directors, employees, representatives, agents and advisors to hold in strict confidence, all non-public information, knowledge or data relating to this Agreement, any Projects, any customers or potential customers, the Parties, their respective affiliates and their respective businesses, and each Party shall not use, communicate or disclose, or permit the use, communication or disclosure, of any such information, knowledge or data to anyone other than the other Party or its officers or employees; provided, however, that the foregoing shall not prohibit the use or disclosure of any such information that has been proved to be: (i) known to the Party prior to the disclosure by the other Party, (ii) in the public domain through no fault of the disclosing party, (iii) reasonably required to be disclosed by judicial or administrative process or by other requirements of law, or (iv) independently received from a third party with a right to disclose such information.
(b) Each Party agrees not to make any public announcements regarding the Projects or the contents of this Agreement or of any discussions among the Parties without the prior written consent of the other Party, except for any disclosure required by applicable law. All copies or reproductions of confidential information made by the Parties shall bear a copy of the original confidentiality legend or notice on such documents, and any third parties receiving such information shall be advised in writing of the confidential nature of the disclosure.
8. Prohibited Activities. During the Term, each Party agrees that such Party will not (and will not cause its affiliates to): (i) interfere with the goodwill or relationship that each Party and its respective affiliates has with any of their respective employees, suppliers, distributors or customers; (ii) take any action anywhere which is intended to have an adverse effect on any supplier, distributor or customer of each Party or its affiliates; or (iii) take any action or fail to take any action which could have an adverse effect on any rights, licenses or permits related to the M2P Americas Products and Services held by each Party or its respective affiliates.
9. Exclusivity; Competition. Except as otherwise provided herein, during the term of this Agreement:
(a) M2P shall work with M2P Americas on an exclusive basis to develop, market, sell and generate revenues from skill based games played for real money (the “Business”) in the Territory.
(b) M2P and MGT shall not, and shall cause their respective affiliates to not, directly or indirectly, for itself or through or on behalf of any other Person, whether as an agent, stockholder, consultant, member, manager, partner, joint venturer, principal or other equity owner or participant, invest in, carry on, engage in, conduct, or become involved in, the Business in the Territory. Notwithstanding the foregoing, (i) the restriction in this Section 9(b) shall not apply to the Existing MGT Game Titles or games based on daily fantasy sports, and (ii) the Parties agree to negotiate in good faith the terms and conditions that will apply in the event that MGT desires to purchase or to cause M2P Americas to purchase new skill-based games played for real money.
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(c) Each Party shall not, and shall cause its affiliates to not, directly or indirectly, for itself or through or on behalf of any other Person, whether as an agent, stockholder, consultant, member, manager, partner, joint venturer, principal or other equity owner or participant (iii) solicit or attempt to solicit the employment of any Person employed by the Party or in any manner induce or attempt to induce any Person employed by the Party to leave such employment.
10. Term and Termination.
(a) Term. Unless earlier terminated as set forth in Section 10(b) below, this Agreement shall commence as of the date hereof and remain in effect until the sooner of (i) twenty (20) years from the date hereof, (ii) termination of this Agreement by mutual consent, or (iii) termination of the Stockholders Agreement among M2P, MGT Studios and M2P Americas, dated as of December 4, 2013 (the “Term”).
(b) Termination.
(1) M2P and the MGT Parties may terminate this Agreement if the other party has breached any of its material obligations pursuant to this Agreement and has failed to remedy such breach within forty-five (45) days after receipt of written notice that describes the breach with particularity.
(2) M2P and the MGT Parties may each terminate this Agreement upon written notice to the other party in the event of the insolvency, bankruptcy, reorganization under bankruptcy or the assignment for the benefit of creditors of such party.
(c) Effects of Termination. Sections 7, 8, 10(c), 12 and 13 shall survive any termination of this Agreement. Termination of this Agreement shall not effect a termination of any agreements entered into pursuant to the terms hereof.
11. Relationship of the Parties. No Party is authorized to act as agent for another Party or to make any commitment on behalf of another Party, and the employees of one Party shall not be deemed employees of another Party.
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12. Intellectual Property.
(a) MGT Intellectual Property. The MGT Parties and their affiliates (the “MGT IP Holder”) shall retain ownership of all Independent IP of the MGT IP Holder (the “MGT IP”). MGT Parties (on their own behalf and on behalf of the applicable MGT IP Holder, warranting its authority to do so) hereby grants to M2P and M2P Americas the non-exclusive, royalty-free right to use the MGT IP solely in connection with the development of M2P Joint IP (the “Permitted Use”). For the avoidance of doubt, M2P and its affiliates shall not use the MGT IP other than for the Permitted Use, except as otherwise provided herein. The granting of rights with respect to MGT IP beyond those set forth above shall be entirely within the discretion of the MGT IP Holder and (if granted) shall be the subject of separate written agreements between the Parties. Unless otherwise agreed to by the Parties, if this Agreement is terminated, M2P and its affiliates shall return all designs, drawings, calculations or other technical data provided to them by the MGT Parties pursuant to the terms of this Agreement. M2P shall procure that any third parties to whom it discloses any MGT IP shall enter into obligations with respect to confidentiality and protection of the MGT IP which are no less onerous than those set out herein. With respect to any agreement entered into with respect to Jointly Developed IP, the grant of MGT IP set out therein shall take precedence over this Section 12(a) to the extent of any inconsistency, ambiguity or contradiction between them.
(b) M2P Intellectual Property. M2P and its affiliates (the “M2P IP Holder”) shall retain ownership of all Independent IP of the M2P IP Holder (the “M2P IP”). M2P (on its own behalf and on behalf of each M2P IP Holder, warranting its authority to do so) hereby grants to M2P Americas and the MGT IP Holders the exclusive, royalty-free right to use the M2P IP in the Territory solely in connection with the carrying out of M2P Americas’ rights and responsibilities under this Agreement (the “Permitted Use”). For the avoidance of doubt, M2P Americas shall not (and shall not permit any MGT IP Holder to) use the M2P IP other than for the Permitted Use. The granting of rights with respect to M2P IP beyond those set forth above shall be entirely within the discretion of the M2P IP Holder and (if granted) shall be the subject of separate written agreements between the Parties. Unless otherwise agreed to by the Parties, if this Agreement is terminated, the MGT IP Holders shall return all designs, drawings, calculations or other technical data provided to it by M2P pursuant to the terms of this Agreement. The MGT IP Holders shall procure that any third parties to whom it discloses any M2P IP shall enter into obligations with respect to confidentiality and protection of the M2P IP which are no less onerous than those set out herein. With respect to any agreement entered into with respect to Jointly Developed IP, the grant of M2P IP set out therein shall take precedence over this Section 12(b) to the extent of any inconsistency, ambiguity or contradiction between them.
(c) Jointly Developed IP. M2P Americas shall own all right, title and interest in and to the Jointly Developed IP relating to or useful with respect to the M2P Gaming Technology (the “M2P Joint IP”). Each of the Parties hereby agree to assign, and hereby does assign, all of its right, title and interest in and to the M2P Joint IP to M2P Americas.
13. LIMITATION OF LIABILITY. EXCLUDING A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND/OR STRICT LIABILITY) OR OTHER LEGAL OR EQUITABLE THEORY OF LIABILITY INCLUDING UNJUST ENRICHMENT OR OTHERWISE), REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
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14. Miscellaneous.
(a) Restriction on Transfer. No Party may transfer its rights or obligations under this Agreement to a third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
(b) Notices. Any notices to be given by a Party to the other Party must be in writing and will be deemed duly served if delivered personally, or upon receipt, if sent by facsimile transmission to the facsimile number set out below with confirmation receipt, or sent by prepaid post or by courier (Fedex, UPS, DHL) to a Party at the address set out below. A Party’s address for notices may be changed via notice as provided herein.
If to the MGT Parties or M2P Americas:
MGT Capital Investments, Inc.
500 Mamaroneck Avenue
Harrison, NY 10528 U.S.A.
Attention: Robert Ladd, President and CEO
Fax: (914) 630-7532
with copy to :
MGT Capital Investments, Inc.
500 Mamaroneck Avenue
Harrison, NY 10528
Attention: Stuart J. van Leenen, General Counsel
If to M2P:
m2p entertainment GmbH
Josef-Haumann Straße 10
44866 Bochum, Germany
Attention: Managing Director
Fax: +49 234 62970199
with copy to :
MSVV GmbH
Am Alten General 32a
44879 Bochum
Attention: Nicole Scheer, MD
(c) Amendments and Waivers. Except as otherwise provided herein, no change or modification to this Agreement shall be valid unless the same is in writing and signed by the Parties hereto. Subject to the previous sentence, no waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom it is sought to be enforced. The failure of any party at any time to insist upon strict performance of any condition, promise, agreement or understanding set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same or other condition, promise, agreement or understanding at a future time.
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(d) Entire Agreement. This Agreement states the entire agreement among the Parties and supersedes the Letter of Intent dated November 13, 2013 and all other prior understandings, commitments, or agreements, oral or written, with respect to the subject matter herein.
(e) Applicable Law. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the State of New York, without regard to such State’s principles of conflict of laws.
(f) Arbitration. Any controversy or claim arising out of or related to this Agreement, including but not limited to the validity or the breach thereof, shall be settled solely, finally and conclusively by arbitration administered pursuant to the then existing Rules of Arbitration (the “Rules”) of the International Centre for Dispute Resolution. Each party may demand arbitration in writing by sending notice to the other party, which demand shall include a statement of the matter in controversy. Any arbitration shall be held solely in the International Centre for Dispute Resolution in the City of New York, NY. The arbitration shall be decided by a board of three (3) arbitrators selected in accordance with the Rules (the “Board of Arbitrators”). Prior to the commencement of hearings, each of the arbitrators appointed shall provide an oath or undertaking of impartiality. The Board of Arbitrators shall base its decision on the terms of the Agreement. An award rendered by a majority of the Board of Arbitrators shall be final and binding on all parties to the proceeding, and judgment upon such award may be entered in any court having jurisdiction thereof. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of all parties thereto. The prevailing party shall be entitled to an award of reasonable attorney fees. Each party will bear its own costs and expenses associated with the dispute resolution procedures set forth in this section, except that the parties will share equally any fees payable to the arbitrators.
(g) Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid or unenforceable for any reason, such judgment shall not affect, impair or invalidate the remainder of this Agreement.
(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or e-mail of a PDF file containing a copy of any executed agreement (or signature page thereto), shall be treated in all respects and for all purposes as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
[Remainder of Page Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
| MGT CAPITAL INVESTMENTS, INC. | ||
| By: | /s/ Robert Ladd | |
| Name: Robert Ladd | ||
| Title: President and CEO | ||
| MGT STUDIOS, INC. | ||
| By: | /s/ Robert Ladd | |
| Name: Robert Ladd | ||
| Title: President and CEO | ||
| M2P AMERICAS, INC. | ||
| By: | /s/ Robert Ladd | |
| Name: Robert Ladd | ||
| Title: President and CEO | ||
| M2P ENTERTAINMENT GMBH | ||
| By: | /s/ Bjorn Kaufmann | |
| Name: Bjorn Kaufmann | ||
| Title: Managing Director | ||
[Signature Page to Strategic Alliance Agreement]
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Exhibit 10.2
WARRANT AMENDMENT AGREEMENT
This Warrant Amendment Agreement (this “Agreement”) is entered into as of December 9, 2013, between MGT Capital Investments, Inc., a Delaware corporation, with headquarters located at 500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528 (the “Company”) and Iroquois Master Fund Ltd (the “Holder”).
RECITALS
A. The Holder is the owner of 613,496 Common Stock Purchase Warrants issued in connection with the Company’s November 2, 2012 financing agreements. The warrants entitle the holder to purchase the Company’s Common Stock at an exercise price of $3.85 per Company share for a period of five years from their date of issuance (the “Warrants”).
B. The Company desires to have the Holder exercise all, but not less than all, of the Warrants at a reduced exercise price of $1.50 on the “Exercise Time,” as defined below, and the Holder agrees to exercise the Warrants on the Exercise Time.
C. In connection herewith and automatically upon the execution hereof, the Holder agrees that its Right of Participation (as identified in Section 2(g) of the Subscription Agreement executed in connection with the Company’s November 2, 2012 financing agreements) (the “Participation Right,”) will be extinguished and of no further force and effect.
AGREEMENT
NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:
1. Exercise. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 of this Agreement, on the Exercise Time, the Holder will exercise on a cash basis Warrants to purchase 613,496 shares of common stock of the Company (“Warrant Shares”) at an exercise price of $1.50 per share, for aggregate cash proceeds to the Company of $920,244.00, and otherwise pursuant to the terms of the Warrants. The terms of exercise of the Warrants being exercised hereunder supersede Section 6 of such Warrants. The Company agrees to direct its transfer agent to promptly issue the shares of common stock issuable upon the exercise of the Warrants to the DTC account of the Holder, which shares shall be delivered free of any legends or notations.
2. Subsequent Equity Sales. From the date hereof until ninety (90) days after the Exercise Time, the Company shall not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents other than Exempt Issuances, as defined herein. Exempt Issuances include public or private offerings with a fixed per share price (or exercise and conversion prices, in the case of Common Stock Equivalents) of greater than $2.50; any shares or share options granted pursuant to a stockholder approved employee stock ownership plans; and any shares issued in conjunction with bona fide acquisitions. Notwithstanding anything herein to the contrary, in no event shall an Exempt Issuance include any transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit whereby the Company may issue securities at a future determined price, but not including an agency agreement with a registered broker-dealer provided that the Company agrees with such broker-dealer and publicly announces that it will not sell any Common Stock for less than $2.50 per share.
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3. Closing. The consummation of the transactions contemplated by this Agreement, referred to herein as the Exercise Time, shall occur at 10:00 a.m. (New York City time) on the date hereof, or such other dates and times as the parties agree upon in writing (the “Closing Date”) but no later than December 11, 2013.
4. Participation Right. Effective upon the execution hereof the Participation Right of the Holder as set forth in the November 2, 2012 Financing Agreements shall thereafter be of no force and effect and shall be void ab initio.
5. Representations and Warranties of the Company. The Company represents and warrants to the Holder as follows:
a. Authorization; Enforceability. (i) The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, (ii) the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company, and (iii) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.
b. No Conflicts; Consents. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated will not (i) result in a violation of the Company’s certificate of incorporation of the Company or its by-laws, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules of the Principal Market, applicable to the Company or by which any property or asset of the Company is bound or affected). The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by hereby, other than the filing by the Company of a “Pro Supp,” as defined below.
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c. Compliance with Securities Laws; Effective Registration Statement. The transactions provided for in this Agreement do not contravene any applicable securities laws and the rules and regulations promulgated thereunder, including but not limited to the Securities Act of 1933 as amended (the “1933 Act”). The Registration Statement on Form S-3, File No. 333-185214 is immediately available and effective for the resale of the Warrant Shares by the Holder and the Company has no reason to believe that such registration statement shall not be effective and available to use by the Holder for all of the Warrant Shares for the foreseeable future.
d. Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information that will not be disclosed in, or prior to, the 8-K Filing (as defined below). The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company. No event or circumstance has occurred or information exists with respect to the Company or any of its subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, but for the passage of time, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed. No Material Adverse Effect currently exists or is reasonably expected to occur.
e. Placement Fees. The company shall pay to Chardan Capital Markets, LLC. a placement fee for the solicitation of the exercise of the Warrants equal to 8% of the gross proceeds raised, or $73,619.52. Additionally, the Company shall reimburse Chardan Capital Markets, LLC $7,500 for its legal fees and expenses incurred in connection with this transaction. Such amounts shall be paid directly out of the proceeds of the closing on the Closing Date.
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6. Representations and Warranties of the Holder. The Holder represents and warrants to the Company as follows:
a. Title to Warrants. The Holder has good, legal and marketable title to the Warrants, free and clear of any and all liens or adverse claims. As of the Exercise Time, the Holder shall not have assigned, conveyed or transferred any interest whatsoever (contingent or otherwise) in the Warrants to any third party and the Warrants shall be delivered to the Company free and clear of any and all liens or adverse claims.
b. Authorization; Enforceability. (i) The Holder has the requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, (ii) the execution and delivery of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Holder, and (iii) this Agreement constitutes a legal, valid and binding obligation of the Holder, enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.
c. No Conflicts. The execution, delivery and performance by the Holder of this Agreement and the consummation by the Holder of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Holder or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Holder, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder to perform its obligations hereunder.
7. Conditions to the Company’s Obligations. On the Exercise Date the Holder shall have completed the Notice of exercise of 613,496 Warrants along with the appropriate cash payment to the Company or to an attorney escrow account at Sichenzia, Ross, Friedman Ference LLP for the benefit of the Company.
a. Representations and Warranties. The representations and warranties of the Holder shall be true and correct in all respects as of the date when made and as of the Closing Date, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.
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b. No Prohibition. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
8. Conditions to the Holder’s Obligations. The obligation of the Holder to exercise the Warrants at the closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Holder’s sole benefit and may be waived by Holder at any time in its sole discretion by providing the Company with prior written notice thereof:
a. Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date..
b. No Prohibition. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
c. Pro Supp. On or before the 8-K Filing, the Company will have filed a Prospectus Supplement with the SEC disclosing the change in the exercise price of the Warrants.
9. Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of this transaction in the form required by the 1934 Act (including all attachments, the "8-K Filing"). Upon the filing of the 8-K Filing with the SEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Holder. If the Holder has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within one (1) Trading Day of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, the Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Holder shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).
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10. Transaction Documents. Except as otherwise expressly provided herein, the original transaction documents pursuant to which the Warrants were issued are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. The Holder’s execution of this Agreement shall not constitute a novation, refinancing, discharge, extinguishment or refunding nor is it to be construed as a release, waiver or modification of any of the terms, conditions, representations, warranties, covenants, rights or remedies set forth in the original transaction documents, except as expressly provided herein.
11. Termination. In the event that the Closing does not occur on or before December 12, 2013, due to the Company's or the Holder's failure to satisfy the conditions set forth in Sections 5 and 6 hereof (and the non-breaching party's failure to waive such unsatisfied conditions(s)), the non-breaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party.
12. Miscellaneous.
a. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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b. Counterparts, Signatures by Facsimile. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties. This Agreement, once executed by a party, may be delivered to the other parties hereto by electronic mail or facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
c. Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
d. Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties with respect to the matters covered herein. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the parties.
e. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or by electronic mail; or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers and e-mail addresses for such communications shall be:
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If to the Company:
MGT Capital Investments, Inc.
500 Mamaroneck Avenue, Suite 204
Harrison, NY 10528
Telephone: (914) 630-7430
Facsimile: (914) 630-7532
Attention: Robert Ladd, President and CEO
E-mail: rladd@mgtci.com
With a copy (for informational purposes only) to:
Sichenzia Ross Friedman Ference LLP
61 Broadway – 32nd Floor
New York, NY 10006
Telephone: (212) 930-9700
Facsimile: (212) 980-9725
Attention: Arthur S. Marcus, Esq.
E-mail: Amarcus@srff.com
If to the Holder:
[ ]
With a copy (for informational purposes only) to:
[ ]
or to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine or e-mail containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.
f. Expenses. Other than as set forth under this Agreement, each party hereto shall be responsible for its own fees and expenses incurred in connection with the transactions contemplated by this Agreement.
g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Holder.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company and the Holder have caused this Agreement to be duly executed as of the date first above written.
| Company: | MGT CAPITAL INVESTMENTS, INC. | ||
| By: | |||
| Name: Robert Ladd Title: President and Chief Executive Officer | |||
| Holder: | |||
| By: | |||
| Name: Title: | |||
SIGNATURE PAGE TO WARRANT AMENDMENT AGREEMENT
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Exhibit 99.1
MGT Announces Launch of Online Skilled Gaming Platform, MgtPlay.com
Website to Offer Cash Wagering on Arcade-Style Games
Harrison, NY (December 5, 2013) – MGT Capital Investments, Inc. (NYSE MKT: MGT) announced today that it has partnered with Germany-based M2P Entertainment GmbH to offer M2P’s highly successful skill-based gaming platform to players in the United States by yearend. Since launching in 2012, M2P has delivered over 12 million installed apps of popular games it has created for facebook, and is currently offering over $200,000 per week in prize money on its flagship property http://www.m2p.com. The joint venture between MGT Studios, a wholly owned subsidiary of MGT, and M2P will leverage this successful model by offering online cash games to the audiences of MGT’s existing properties and to the over two million current U.S. social users of the M2P platform who will now be able to participate for real money. Adults from approved states will be able to compete head-to-head or in tournaments to win cash prizes in several game genres including puzzles, sports, strategy, and cards. The partnership will incorporate the technical and marketing talents from both companies to enhance the game offerings and make important updates for the U.S. audience.
Jeremy Avin, General Manager of MGT Studios, will lead the new venture under the brand MGTPlay (http://www.mgtplay.com); the partnership includes exclusive rights to North and South America, and equity cross-investment in the respective parent companies. Mr. Avin stated, "We are thrilled to be working with M2P to expand the geographic reach of its already successful games and to introduce exciting new games. Moreover, we expect to hit the ground running given the head start afforded by built-in liquidity, as players can be matched worldwide.”
Robert Ladd, MGT's Chief Executive Officer, added, "Today’s announcement is a defining advancement of our skilled gaming efforts. We intend to be a leader in this rapidly growing space."
Bjorn Kaufmann, Director of M2P, added, “We have had much success in the European market and believe now is the perfect time to expand to the United States. MGT’s talented team makes them a great partner for us, and together we look forward to having a large presence in the U.S. skilled gaming market.”
MGT will hold an investor conference call on Tuesday, December 17, 2013 to provide more detail on today’s announcement and other recent transactions. Management will discuss its goals and outlook for 2014, and answer questions from participants. Further details will be provided as the date approaches.
About MGT Capital Investments, Inc.
MGT and its subsidiaries are engaged in the business of acquiring, developing and monetizing assets in the online and mobile gaming space, as well as the casino industry.
MGT Gaming, a majority owned subsidiary, owns U.S. Patent Nos. 7,892,088 and 8,500,554 relating to certain casino slot machine systems and has filed a patent infringement lawsuit against WMS Gaming (a subsidiary of Scientific Games Corporation), and others. The Company also owns a majority interest in FanTD LLC, the operator of FanThrowdown.com, one of the leading online daily fantasy sports wagering websites. Another majority owned subsidiary, MGT Interactive, owns REAL DEAL POKER™, an innovative online poker technology with a patented card shuffling system, allowing for regulatory transparency and auditability, and a higher level of realism.
About M2P Entertainment GmbH
M2P Entertainment and its subsidiaries are game developers with a goal to create special gaming experiences for its customers. Its main focus lies on the game portal m2p.com. Since 2012, the portal has gained several hundred thousand registered players who are using more than 30 high quality, distinct games of skill. Moreover, M2P develops popular social and mobile games for current platforms, including the social network facebook.
Forward-looking statements
This press release contains forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." MGT's financial and operational results reflected above should not be construed by any means as representative of the current or future value of its common stock. All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the Company's plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include issues related to: rapidly changing technology and evolving standards in the industries in which the Company and its subsidiaries operate; the ability to obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new business, license and sign new agreements; the unpredictable nature of consumer preferences; and other factors set forth in the Company's most recently filed annual report and registration statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risks and uncertainties described in other documents that the Company files from time to time with the U.S. Securities and Exchange Commission.
Company contacts
MGT Capital Investments, Inc.
Robert Traversa, Chief Financial Officer
914-630-7431
rtraversa@mgtci.com
M2P Entertainment GmbH
Markus Scheer, Officer
+49 (0) 234 629 701 40
ms@m2p.com