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 22, 2017 (December 19, 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 5.07 Submission of Matters to a Vote of Security Holders
An annual meeting (the “Meeting”) of the shareholders of MGT Capital Investments, Inc. (the “Company”) was held on December 19, 2017, at the Company’s offices located at 512 S. Mangum Street, Suite 408, Durham, NC 27701. The Company filed its definitive proxy statement for the proposals voted upon at the Meeting with the U.S. Securities and Exchange Commission (the “SEC”) on October 26, 2017, and received the final tabulation of its shareholders’ votes on December 19, 2017.
The following proposal was voted upon by the stockholders at the Meeting:
| ● | A proposal to re-elect four directors, each such director to serve until the next annual meeting of the Company’s stockholders and until their successors are duly elected and qualified or until their earlier resignation, removal or death. |
All director nominees were re-elected and the votes cast were as follows:
| Director | For | Withheld | Broker non-votes | |||||||||
| H. Robert Holmes | 16,916,317 | 464,318 | 23,535,495 | |||||||||
| Michael Onghai | 16,861,129 | 519,506 | 23,535,495 | |||||||||
| Robert B. Ladd | 16,579,591 | 801,044 | 23,535,495 | |||||||||
| Nolan Bushnell | 17,006,502 | 374,133 | 23,535,495 | |||||||||
The rest of the proposals were also approved by the stockholders during the Meeting:
| ● | The appointment of RBSM LLP as the Company’s Independent Registered Certified Public Accountant for the fiscal year ending December 31, 2017; | |
| ● | An amendment to the Company’s restated certificate of incorporation to increase the Company’s authorized common stock from 75,000,000 shares to 200,000,000 shares of common stock.; | |
| ● | The authorization of the Board of Directors, without further action of the stockholders, to implement a reverse split of the Company’s common stock, at a ratio within the range of 1–for–2 to 1–for–7 at any time after the Annual Meeting, but before the 2018 annual meeting of stockholders; | |
| ● | The approval of the compensation paid to the executive officers of the Company (“Say On Pay”); and | |
| ● | The approval of voting on the Say On Pay proposal every three years. |
Item 7.01 Regulation FD Disclosure
On December 20, 2017, the Company issued a press release regarding the outcome of the Meeting, as more fully disclosed in Item 5.07 above. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in Item 7.01 of 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 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 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 |
| 99.1 | Press Release dated December 20, 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: December 22, 2017
| MGT Capital Investments, Inc. | ||
| By: | /s/ Robert B. Ladd | |
| Name: | Robert B. Ladd, President | |
Exhibit 99.1
All Proposals Pass; Company also Announces Further Growth Plans for Bitcoin Mining
DURHAM, N.C., Dec. 20, 2017 /PRNewswire/ — MGT Capital Investments, Inc. (OTCQB:MGTI) announced that shareholders have approved all proposals presented at yesterday’s 2017 Annual Meeting, and have reelected all directors to the board. Board Chairman H. Robert Holmes commented, “We very much appreciate the support of our stockholders, large and small, as we execute on our growth plans. The Company has never been stronger operationally or financially, and we should all look forward to a prosperous 2018.”
The Company also provided an update on its various business initiatives. With respect to Bitcoin mining activities, Stephen Schaeffer, President of MGT’s Crypto Capital Strategies division stated, “We are ecstatic to report that we have entered into agreements to secure reliable and adequate electric power in Sweden, and expect to begin deployment of mining rigs there by the end of next month. Moreover, the initial phase of this relationship will give the Company 25 MW of power, enough for over 15,000 Bitmain S-9 mining rigs.”
About MGT Capital Investments, Inc.
With facilities in WA state, MGT Capital Investments, Inc. (OTCQB: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 was released in October 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://www.mgtci.com
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