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 16, 2016 (December 15, 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 7.01 Regulation FD Disclosure
On December 15, 2016, MGT Capital Investments, Inc. (the “Company”) issued a press release disclosing that it filed a motion to request the United States District Court, Southern District of New York (the “Court”) to issue a preliminary injunction enjoining Intel from selling or transferring any rights claimed by Intel respecting any marks, names, trade names, or entities containing the word “McAfee” until the resolution of the previously filed request for a Declaratory Judgment. A copy of the press release referred to above is attached hereto as Exhibit 99.1.
The information contained in this Current Report on Form 8-K 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 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.
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 December 15, 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: December 16, 2016
| MGT Capital Investments, Inc. | ||
| By: | /s/ Robert Ladd | |
| Name: | Robert B. Ladd, President | |
Exhibit 99.1
MGT Capital Files Request for Preliminary Injunction to Stop the Proposed Sale of Intel Security
DURHAM, N.C., December 15, 2016 /PRNewswire/ -- MGT Capital Investments, Inc. (OTC: MGTI) In a judicial filing with the United States District Court, Southern District of New York (the “Court”), MGT Capital requested that the Court issue a preliminary injunction (i) enjoining Intel from selling, trading, assigning, leasing or otherwise transferring any alleged rights, in whole or in part, relating to any marks, names, trade names, or entities containing the word “McAfee” until the resolution of the previously filed request for a Declaratory Judgment, and (ii) granting such further relief in Plaintiffs’ favor as may be deemed just, equitable, and proper.
As previously announced by Intel Corporation on September 7, 2016, Intel reached a definitive agreement to sell its Intel Security business (formerly called McAfee Security) to a new company jointly owned by Intel and TPG, a leading global alternative asset firm. The new business has proposed to be named McAfee, and is valued at $4.2 billion.
Prior to Intel’s announcement, on September 2, 2016, MGT and its Executive Chairman and CEO John McAfee filed a lawsuit seeking a judgment that the Company’s use of “John McAfee Global Technologies, Inc.” does not infringe upon any trademark rights of Intel Corporation or breach any agreement between the parties. Rather than wait until properly adjudicated, Intel has proceeded to enter into a transaction that appears to convey property rights it may not even own.
“It is very clear from the contractual documentation that Intel is, and has been, improperly using my name,” stated Mr. McAfee. “It is hard to believe that now they stand to receive billions of dollars for this misappropriation while simultaneously trying to avert fair competition in the market.”
A copy of the lawsuit as filed by MGT Capital is available at on the MGT website at http://content.stockpr.com/mgtci/files/docs/McAfee.complaint.pdf.
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