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): October 21, 2016 (October 19, 2016)
MGT Capital Investments, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32698 | 13-4148725 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
500 Mamaroneck Avenue, Suite 320
Harrison, NY 10528
(Address of principal executive offices, including zip code)
(914) 630-7430
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 19, 2016, MGT Capital Investments, Inc. (the “Company”) received a letter from the New York Stock Exchange (“NYSE” or the “Exchange”) stating that the staff of NYSE Regulation has determined to commence proceedings to delist the Company’s common stock (the “Action”). NYSE Regulation cited Section 1002(c) of the NYSE MKT LLC Company Guide as the reason for the Action. The cited section is intended to apply when a company has sold or otherwise disposed of its principal operating assets or has ceased to be an operating company.
The Company knows of no facts or circumstances that would lead NYSE to take the Action. The Company has not sold or disposed of its principal operating assets and believes that it qualifies as an operating company. The Company is in the process of applying to be listed on the NASDAQ and OTCQX Market, however, no assurance can be given that either of the applications will be approved, or of the timing of such approval, if granted.
Item 7.01 Regulation FD Disclosure
On October 20, 2016, the Company issued a press release disclosing that it received a letter from the NYSE relating to the Action. The information provided in response to Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01. A copy of the press release referred to above is attached hereto as Exhibits 99.1.
The information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information under Item 7.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information constitutes material investor information that is not otherwise publicly available.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. The Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished herewith:
| Exhibit Number | Description | |
| 99.1 | Press Release dated October 20, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: October 21, 2016
| MGT Capital Investments, Inc. | ||
| By: | /s/ Robert Ladd | |
| Name: | Robert B. Ladd, President | |
Company considering appealing the NYSE ruling; currently has a listing application in process at NASDAQ, as well as the OTCQX
October 20, 2016 9:18 AM EDT
HARRISON, N.Y., Oct. 20, 2016 /PRNewswire/ — MGT Capital Investments, Inc. (OTC: MGTI) announced that at 4:23 p.m. EDT on October 19, 2016, the Company received a letter from the New York Stock Exchange (“NYSE” or the “Exchange”) stating that the staff of NYSE Regulation has determined to commence proceedings to delist the Company’s common stock. NYSE Regulation cited Section 1002(c) of the NYSE MKT Company Guide as justification for the action. The cited section is meant to apply when a company has sold or otherwise disposed of its principal operating assets, or has ceased to be an operating company.
The Company has the right to a review, by a committee of the Board of Directors of the Exchange, of the NYSE staff’s determination to delist the common stock. The NYSE MKT will apply to the Securities and Exchange Commission to delist the Company’s common stock upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff’s decision.
MGT’s common stock was also suspended from trading on NYSE MKT by the Exchange with no warning or apparent appeal process. We expect the Company’s stock to begin trading over the counter under the ticker symbol “MGTI” beginning today, October 20, 2016.
The Company knows of no facts or circumstances that would lead NYSE Regulation to reach its unilateral decision. The fact pattern actually produces the opposite conclusion: Notwithstanding the NYSE MKT’s (also unilateral) decision to prevent the issuance of shares in connection with MGT’s stockholder approved acquisition of D-Vasive and Demonsaw, MGT is indeed an operating company using any definition of those words. Moreover, the Company has not sold or disposed of its principal operating assets.
It is the Company’s position that the facts dramatically contradict the Exchange’s decision. In recent months, MGT has acquired operating assets including two cybersecurity devices and bitcoin mining equipment and infrastructure. It currently has 15 employees and consultants, a newly signed 3-year lease for a tech center in Durham, NC, has announced the commercial release of its first cybersecurity product, and is currently a top U.S. producer of bitcoins. The bitcoin operations generate over $50,000 per month in gross profit, offsetting the $300,000 per month costs of operations. The company’s preliminary balance sheet for September 30, 2016 consists of over $2.1 million in cash plus approximately $750,000 of marketable securities.
The Company board of directors is comprised of experienced and intelligent experts in technology and Wall Street. These directors are also entrepreneurs, creating economic value and pioneering entire industries. Additionally, MGT has assembled several advisory boards, bringing together respected experts in various fields relating to bitcoin and cybersecurity. The Company’s leadership team gets weekly requests to keynote top industry conferences on a global basis. The Company has over 16,000 stockholders in over 20 countries.
“In our opinion, the conclusions of NYSE MKT are not only wrong and unfair, but insulting. Furthermore, this regulatory standard appears to be applied arbitrarily when comparing MGT to other issuers, or even to MGT itself over the years,” stated John McAfee, Executive Chairman of MGT Capital.
“We urge stockholders to remember that in no way will our adherence to top corporate governance practices change as a result of the NYSE’s action. These standards include having a majority of independent directors on the board, maintaining timely filings for SEC disclosures, and having independent audits of our financial results,” continued Mr. McAfee.
“Also, our approach and desire to create a leading cybersecurity company will be unaffected by the delisting proceedings. The Company has not yet decided whether it will appeal the NYSE ruling; and MGT currently has a listing application in process at NASDAQ, as well as the OTCQX, although there can be no assurance of acceptance or timing,” concluded Mr. McAfee.
About MGT Capital Investments, Inc. MGT Capital Investments, Inc. (OTC: MGTI) is in the process of acquiring a diverse portfolio of cyber security technologies. With cyber security industry pioneer John McAfee at its helm, MGT Capital is positioned to address various cyber threats through advanced protection technologies for mobile and personal tech devices, including tablets and smartphones.
MGT Capital intends to change its corporate name to “John McAfee Global Technologies, Inc.”
For more information on the Company, please visit http://ir.stockpr.com/mgtci.
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.
Investor Contact Garth RussellManaging DirectorKCSA Strategic Communications grussell@kcsa.com 212.896.1250
Media Contact Tiffany MadisonDirector of Corporate CommunicationsMGT Capital Investments, Inc. tmadison@mgtci.com 469.236.9569
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SOURCE MGT Capital Investments, Inc.