UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 27, 2017 (December 26, 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)) |
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (“Form 8-K/A”) is an amendment to the Current Report on Form 8-K of MGT Capital Investments, Inc. (the “Company”) dated December 22, 2017 (the “Original Form 8-K”). This Form 8-K/A is being filed to amend the results of its shareholder annual meeting held on December 19, 2017 (the “Annual Meeting”). Due to explanatory errors in the Company’s Proxy Statement filed on October 26, 2017 (the “Proxy Statement”), the Company has decided to reject the approvals of two proposals voted at the Annual Meeting. Specifically, the Company has determined that the following two proposals (the “Rejected Proposals”) were not properly voted: 1) the proposal to amend the Company’s restated certificate of incorporation to increase the amount of authorized common stock from 75,000,000 shares to 200,000,000 shares and 2) the proposal to authorize the Company’s Board of Directors to implement a reverse stock split at a ratio within the range of 1-for-2 to 1-for-7.
In the Proxy Statement, the Company mischaracterized the Rejected Proposals as “non-routine matters,” which may have caused certain shareholders not to vote on such Proposals at all, assuming their non-votes would not be tallied towards the Rejected Proposals. However, according to the Company’s vote tabulation services, both Rejected Proposals are considered “routine matters,” allowing those “non-votes” to count for the Rejected Proposals. As a result of such errors in the Proxy Statement, the Company hereby decides not to approve the Rejected Proposals.
Item 7.01 Regulation FD Disclosure
On December 27, 2017, the Company issued a press release to correct the results of the Annual Meeting. 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 27, 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 27, 2017
| MGT Capital Investments, Inc. | ||
| By: | /s/ Robert B. Ladd | |
| Name: | Robert B. Ladd, President | |
Exhibit 99.1
MGT Capital Clarifies and Corrects Shareholder Vote Results
Company Will Not Increase Authorized Shares, Nor Have Authority for a Reverse Stock Split
DURHAM, NC, December 27, 2017 /PRNewswire/ — MGT Capital Investments, Inc. (OTCQB: MGTI) today filed a Form 8-K/A Current Report with the Securities and Exchange Commission to amend the results of its Annual Meeting held on December 19, 2017. Due to an error describing voting procedures in our Proxy Statement, the Company has decided to reject the approvals of two proposals.
Specifically, the proposal to amend the Company’s restated certificate of incorporation to increase the amount of authorized common stock from 75,000,000 shares to 200,000,000 shares was deemed not approved, even though the accurately tabulated vote count passed the measure. Likewise, the proposal granting the Board of Directors the ability to institute a reverse stock split was also deemed not approved.
In both cases, the issue centered around counting so-called “broker non-votes” in favor of both proposals. As it turns out, according to our vote tabulation service, both measures are considered “routine,” allowing those “non-votes” to count, but our Proxy Statement mischaracterized such impact. This error may have caused stockholders to not vote at all, assuming their non-vote would not be tallied.
Independent MGT Board Chairman H. Robert Holmes commented, “We take very seriously our mandate of transparent corporate governance, and believe today’s action is the equitable solution for our stockholders. Further, we will institute measures to strengthen our legal advisory team to prevent future missteps.” In closing, Mr. Holmes repeated his statement from the Annual Meeting, “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.”
About MGT Capital Investments, Inc.
With facilities in WA state and Sweden, MGT Capital Investments, Inc. (OTCQB: MGTI) ranks as one of the largest global Bitcoin miners. Further, the Company continues to exercise a disciplined expansion strategy 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