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) September 12, 2017 (September 6, 2017)
MGT Capital Investments, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32698 | 13-4148725 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | 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 1.01 Entry into Material Definitive Agreements.
On September 6, 2017, MGT Capital Investments, Inc., a Delaware corporation (the “Company”) entered into a second amendment (the “Second Amendment”) to its existing Equity Purchase Agreement (“EPA”) and Registration Rights Agreement (“RRA”) (previously disclosed on Form 8-K filed by the Company on March 20, 2017) with L2 Capital , LLC (“L2 Capital”), a Kansas limited liability company. Pursuant to the Second Amendment, the reference in the EPA and RRA to “Six Million Five Hundred Thousand Dollars” shall be replaced with “the lesser of (i) 12,319,159, or (ii) the maximum amount of shares able to be registered by the Company pursuant to Rule 415 of the Securities Act at the time that the Company files its registration statement hereunder.” The Second Amendment is intended to give the Company flexibility to sell up to 12.3 million shares of the Company’s common stock, from time to time, at the Company’s discretion.
Item 7.01 Regulation FD Disclosure
On September 12, 2017, MGT Capital Investments, Inc. (the “Company”) issued a press release announcing the amendment to the equity line of credit with L2 Capital, described under Item 1.01 above. A copy of the press release 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 September 12, 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: September 12, 2017
| MGT Capital Investments, Inc. | ||
| By: | /s/ Robert Ladd | |
| Name: | Robert Ladd | |
| Title: | Chief Executive Officer and President | |
MGT Capital Announces Equity Purchase Agreement of up to $35 Million
Proceeds to be Used for Further Investment in Cryptocurrency Mining
DURHAM, N.C., September 12, 2017 /PRNewswire/ -- MGT Capital Investments, Inc. (OTC: MGTI) announced today that it has amended its existing equity line of credit with L2 Capital to allow MGT the flexibility to put to L2 up to 12.3 million shares of the Company’s common stock from time to time at the Company’s discretion. The Company intends to promptly file an S-1 Registration Statement with the U. S. Securities and Exchange Commission with full details of the Equity Purchase Agreement (“EPA”). No securities will be sold until the Company receives notice of Effectiveness by the SEC.
The amended EPA was granted by L2 with no further commitment fee or other cost. At the time of execution of the amendment, the value of the commitment by L2 was $35 million. Robert Ladd, President and CEO of MGT stated, “A vote of confidence of this size lends to the growing evidence of the profitability of our current Bitcoin mining efforts. We can’t wait to deploy this capital in an accretive manner to further our goal of being the largest cryptocurrency entity in North America.”
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 release 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