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): November 21, 2016 (November 18, 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.) |
512 S. Mangum Street, Suite 408, Durham, NC 27701
(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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On November 18, 2016, the board of directors of MGT Capital Investments, Inc. (the “Company”) appointed Mr. John McAfee as the Company’s Chief Executive Officer, effective immediately. The appointment of Mr. McAfee is pursuant to the terms of that certain Employment Agreement, dated May 9, 2016, as approved by stockholders on September 8, 2016, and as included in the Company’s Definitive Proxy Statement, dated August 15, 2016.
Mr. McAfee is a technology innovator and industry leader that is best known for starting the first software anti-virus company, McAfee Associates, and sparking the growth of a new multi-billion dollar industry. His experience at the cutting edge of computing and software started while working with the pioneer giants of modern computers and technology, including UNIVAC, Xerox, NASA, Booz Allen Hamilton and Lockheed-Martin. McAfee is the founder of several companies, including Tribal Voice, developer of one of the first instant messaging platforms; QuorumEx, a biotech research startup; and Future Tense Secure Systems, Inc., developer of a suite of mobile security apps including D-Central and D-Vasive. McAfee also served on the Board of Directors of Zone Labs, a network security company, and as technology evangelist for Everykey, makers of the Everykey personal security device. He has been a vocal advocate for cybersecurity and user privacy, achieved through private industry and disruptive technology.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On November 18, 2016, the Company issued a Press Release in connection with the appointment of Mr. McAfee. A copy of the Press Release is attached as Exhibit 99.1 hereto.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act. The furnishing of the information in 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 contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release dated November 18, 2016 |
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 hereunto duly authorized.
| MGT CAPITAL INVESTMENTS, INC. | ||
| Date: November 21, 2016 | By: | /s/ Robert B. Ladd |
| Name: | Robert B. Ladd | |
| Title: | President | |
MGT Officially Appoints John McAfee as Chief Executive Officer
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DURHAM, NC (November 18, 2016) MGT Capital Investments, Inc. (OTC: MGTI) announced today that John McAfee, the Company’s Executive Chairman, has officially been appointed Chief Executive Officer, effective immediately.
“The advancements in personal and enterprise technologies have exposed us to a greater number of cybersecurity threats than ever before. Despite the overwhelming concerns about today’s advanced threats, high profile breaches around the world, including those during the U.S. presidential election, have put a spotlight on the ineffectiveness and outdated approach of the antivirus software currently available from what is considered the ‘leading’ cybersecurity companies. My vision for the future of the cybersecurity industry is placed firmly in developing new technologies through MGT that apply the skill and knowledge of white hat hackers to protect society from these modern threats,” commented McAfee.
In the six months since Mr. McAfee began helping MGT move to the forefront of the cybersecurity market, the Company has made several key acquisitions of exciting new technologies, and has created one of the largest bitcoin mining operations in the U.S. Last month, MGT announced the launch of its first product, Sentinel, with plans to ship the product to the initial customers in the next few weeks. The stockholder-approved acquisitions of D–Vasive and Demonsaw remain pending, and the Company expects to reach a revised deal structure to benefit existing shareholders by the end of the year.
“My commitment today will dispel the half-truths in the market that MGT just wants to use my name. The momentum of MGT is building and we are excited to ramp up its activity over the coming months. Make no mistake, I am determined to once again personally disrupt the status quo in cybersecurity, and MGT has the resources and people to make it happen,” 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 and ramping up its Bitcoin mining operations in the state of Washington. 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. The Company is currently in the process of acquiring D–Vasive, a provider of leading edge anti–spy software, and Demonsaw, a provider of a secure and anonymous file sharing software platform.
MGT Capital intends to change its corporate name to “John McAfee Global Technologies, Inc,” and has asserted its right to do by seeking a Declaratory Judgment in U.S. Federal Court, Southern District, NY.
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 Russell
Managing Director
KCSA Strategic Communications
grussell@kcsa.com
212.896.1250
Media Contact
Tiffany Madison
Director of Corporate Communications
MGT Capital Investments, Inc.
tmadison@mgtci.com
469.236.9569