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 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 1.01 Entry into Material Definitive Agreements.
On December 10, 2018, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, and Iliad Research and Trading, L.P., a Utah limited partnership (“Iliad”), entered into a second amendment (the “Amendment”) to that certain Promissory Note dated June 1, 2018 (the “Note”), in the original principal amount of $3,600,000.00. Pursuant to the Amendment, Iliad has agreed to extend the maturity date of the Note to July 1, 2019 and to not require the Company to make its installment payment due on December 1, 2018, provided that the Company is obligated to make a partial installment payment for January 2019 and the full installment payments for the months thereafter. Installment payments shall be paid in cash unless both the Company and Iliad agree to make payments in shares of the Company’s common stock, in which case the number of shares to be issued will be based on the lowest intra-day trade price of the Company’s common stock during the preceding twenty trading days multiplied by 70%.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 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: | December 14, 2018 | By: | /s/ Robert S. Lowrey |
| Name: | Robert S. Lowrey | ||
| Title: | Chief Financial Officer | ||