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) August 21, 2017 (August 16, 2017)
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 August 16, 2017, MGT Capital Investments, Inc. (the “Company”) together with the board of directors (the “Board”) of the Company decided to reorganize its management team’s responsibilities to better align its resources to compete in the cryptocurrency and cybersecurity industries. Pursuant to such decision on the reorganization (the “Reorganization”), John McAfee offered to resign as the Executive Chairman of the Board and as the Chief Executive Officer (the “CEO”) of the Company, effective on August 15, 2017. Mr. McAfee resigned from such executive positions for personal reasons and not as a result of any disputes or disagreements between Mr. McAfee and the Company on any matter relating to the Company’s operations, policies or practices. Due to the Reorganization, on August 16, 2017, Mr. McAfee accepted the appointment as the Chief Cybersecurity Visionary of the Company overseeing the design of the Company’s cybersecurity platforms, effective immediately.
In connection with the Mr. McAfee’s resignation, on August 16, 2017, the Board appointed Robert Ladd, the current President of the Company, as the CEO of the Company and H. Robert Holmes, a member of the Board, as the Chairman of the Board, effective upon appointment. Robert Ladd, 59 years old, joined the Company in December 2010 as a Director. He was appointed as Interim President and CEO in February 2011, appointed President and CEO in January 2012 and appointed Interim Treasurer and Interim Chief Financial Officer in December 2015. Mr. Ladd is the managing member of Laddcap Value Advisors, LLC, which serves as the investment manager for various private partnerships. H. Robert Holmes, 73 years old, was elected as a director of the Company in May 2012. From 2008 to 2012, Mr. Holmes has served on the board of Dejour Industries (NYSE-MKT: DEJ). Mr. Holmes was the founder and general partner of Gilford Partners Hedge Fund.
There are no arrangements or understandings between the Company and either Mr. Ladd or Mr. Holmes and any other person or persons pursuant to which Mr. Ladd was appointed as the Company’s CEO or Mr. Holmes as the Chairman of the Board. There is no family relationship between either Mr. Ladd or Mr. Holmes and any other director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.
There are no transactions between the Company and either Mr. Ladd or Mr. Holmes that are reportable pursuant to Item 404(a) of Regulation SK. The Company did not enter into or materially amend any material plan, contract or arrangement with Mr. Holmes in connection with his appointment as the Chairman of the Board. Except for an amendment to Mr. Ladd’s executive employment agreement (the “Amendment”), the Company did not enter into or materially amend any material plan, contract or arrangement with Mr. Ladd in connection with his appointment as the CEO of the Company. Pursuant to the Amendment, Mr. Ladd will serve as the CEO and President of the Company until July 6, 2019, subject to automatic annual renewals.
ITEM 7.01 REGULATION FD DISCLOSURE
On August 16, 2017, the Company issued a Press Release in connection with the Reorganization. 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 August 16, 2017 |
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: August 21, 2017
| MGT Capital Investments, Inc. | ||
| By: | /s/ Robert B. Ladd | |
| Name: | Robert B. Ladd | |
| Title: | Chief Executive Office and President | |
EXHIBIT 99.1
MGT Capital Announces Corporate Reorganization
By PR Newswire, August 16, 2017, 03:15:00 PM EDT
Plans to Uplist Shares to OTCQB
DURHAM, N.C., Aug. 16, 2017 /PRNewswire/ -- MGT Capital Investments, Inc. (OTC:MGTI) announced today a corporate restructuring designed to better compete and align resources in the fast-growing Cryptocurrency and Cybersecurity fields.
In conjunction with this reorganization, the Company has appointed Stephen Schaeffer as President of MGT Crypto-Capital Strategies. Under Mr. Schaeffer's oversight, the Company has been operating an institutional bitcoin mining platform for the past year. MGT is currently in the process of deploying additional hashing power at facilities in Washington state to bring production to 18.0 PH/s. In addition to his time with MGT, he traces his knowledge and experience to the early days of bitcoin. Mr. Schaeffer stated, “It is abundantly clear from our results that, efficiently executed, Bitcoin mining is very profitable. Having established MGT as a pre-eminent miner in North America, I look forward to leading our team as we execute our expansion to the next level across the full spectrum of crypto assets.”
John McAfee, currently MGT's Executive Chairman and CEO, has been appointed Chief Cybersecurity Visionary of MGT. In his new role, Mr. McAfee will continue to maximize his value to the Company as an industry thought leader and spokesman. Additionally, he will oversee the design and engineering of current and future cybersecurity platforms. Mr. McAfee stated, “I am back where I belong: Out of the weeds and focusing on the biggest issues facing the industry and the world. The true test of any leader is his ability to put the best people in the right jobs, and as a very large stakeholder in MGT, I am very confident in Steve's abilities to make us all money.”
The board of directors has further determined that Robert Ladd, President of the Company, will reassume the role of Chief Executive Officer, and that H. Robert Holmes, a long time independent director, will reassume the position of Chairman of the Board. With Mr. McAfee's direction, Mr. Ladd will also oversee the rollout of the Company's Sentinel product as well as the continued development of its Privacy Phone.
Separately, the Company has applied with OTC Markets to uplist to its OTCQB tier.
About MGT Capital Investments, Inc.
With facilities in WA state, MGT Capital Investments, Inc. (OTC:MGTI) ranks as one of the largest U.S. based Bitcoin miners. Further, the Company continues to focus on an expansion model to grow its crypto assets materially.
The Company is also developing a portfolio of cyber security technologies, with industry pioneer John McAfee as its visionary leader, creating advanced protection technologies for mobile and personal tech devices, as well as corporate networks. The Company's first product, Sentinel, an enterprise class network intrusion detector, is currently in beta testing, with commercial released anticipated by the end of September 2017. The Company also has entered into a joint venture with Nordic IT to develop and market a mobile phone with extensive privacy and anti-hacking features. The Privacy Phone has a tentative release date of February 2018.
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.” 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 and Media Contact
Grace Livingston
glivingston@mgtci.com
919.973.0954