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 10, 2018
MGT Capital Investments, Inc.
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 | (914) 630-7430 | ||
(Address of principal executive offices) |
(Zip Code) | (Registrant’s telephone number, including area code) |
(Former name or former address, if changed since last report.)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 10, 2018, MGT Capital Investments, Inc. (the “Company”) announced that Robert Ladd will be taking a leave of absence from his positions as Chief Executive Officer and President of the Company to focus on addressing the allegations filed in a Securities and Exchange Commission complaint against him filed on September 7, 2018. H. Robert Holmes, independent director and Chairman of the Board of Directors of the Company, will assume the duties of Mr. Ladd as Interim President and Chief Executive Officer of the Company.
H. Robert Holmes, 74, was elected as a director of the Company in May 2012. From 2008 to 2012, Mr. Holmes has served on the board of Dejour Energies Inc. (NYSE–MKT: DEJ, 2008–2013). Mr. Holmes was the founder and general partner of Gilford Partners Hedge Fund. From 1980–1992, Mr. Holmes was the Co–Founder, President of Gilford Securities, Inc. Previously, Mr. Holmes served in various positions with Paine Webber and Merrill Lynch. Mr. Holmes has served on the Board of Trustees North Central College in Naperville, II; Board of Trustees of Sacred Heart Schools, Chairman of Development Committee, in Chicago, IL; Board of Trustees of Crested Butte Academy where he was Chairman of Development Committee; and the Board of Trustees Mary Wood Country Day School, Rancho Mirage, CA.
There are no arrangements or understandings between Mr. Holmes and any other persons pursuant to which he was appointed as interim Chief Executive Officer. There are also no family relationships between Mr. Holmes and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 | Regulation FD Disclosure. |
On September 10, 2018, the Company announced Robert Ladd’s leave of absence as President and Chief Executive Officer of the Company and the appointment of H. Robert Holmes as Interim President and Chief Executive Officer. A copy of the press release is attached to this report 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 Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended 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 |
Exhibit Number |
Description | |
99.1 | Press Release dated September 10, 2018 |
Signature
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 hereunto duly authorized.
MGT Capital Investments, Inc. | ||||
Date: | September 12, 2018 | By: | /s/ Robert S. Lowrey | |
Name: | Robert S. Lowrey | |||
Title: | Chief Financial Officer |
MGT Capital Announces Management Restructuring
DURHAM, NC, September 10, 2018 /PRNewswire/ — MGT Capital Investments, Inc. (OTCQB: MGTI) announced today that Robert Ladd, its President and Chief Executive Officer, is taking a leave of absence to focus on addressing the allegations in an SEC Complaint filed on Friday September 7, 2018. H. Robert Holmes, independent director and Chairman of the Board of Directors of MGT will assume the duties of Mr. Ladd as Interim President and CEO.
Mr. Holmes stated, “Notwithstanding the board’s contention that the SEC claims are without merit, and that Rob will be vindicated, we are faced with the unfortunate immediate situation of perception overwhelming reality. As we previously stated, we wish to further emphasize that the Company was not named as a defendant in the SEC complaint. Further, we can assure stockholders that the operations and activities of the Company will continue under the leadership of Robert Lowrey, Chief Financial Officer and Stephen Schaeffer, Chief Operating Officer, with the full confidence of the board.”
Mr. Schaeffer added, “We will not be distracted in our mission to grow our cryptocurrency mining operations. We have been analyzing several low-cost energy opportunities in the U.S. and Sweden and look forward to updating shareholders more fully in the near future.”
About MGT Capital Investments, Inc.
Operating in facilities in northern Sweden and Washington State, MGT Capital Investments, Inc. (OTCQB: MGTI) ranks as one of the largest U.S. based Bitcoin miners. MGT owns and operates approximately 6,800 Bitmain S9 miners, and 50 GPU-based Ethereum mining rigs. Further, the Company continues to execute on an expansion model to secure low cost power and grow its crypto assets materially.
For more information on the Company, please visit: https://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 crypto mining industry; the ability to obtain sufficient funding to continue operations, maintain adequate cash flow and execute its business strategy; volatility in the Bitcoin market; 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 Contacts
Robert Lowrey
Chief Financial Officer
rlowrey@mgtci.com
Grace Livingston
glivingston@mgtci.com
919.973.0954