0001493152-23-045929.txt : 20231222 0001493152-23-045929.hdr.sgml : 20231222 20231222163028 ACCESSION NUMBER: 0001493152-23-045929 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20231222 DATE AS OF CHANGE: 20231222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MGT CAPITAL INVESTMENTS, INC. CENTRAL INDEX KEY: 0001001601 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 09 Crypto Assets IRS NUMBER: 134148725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-177150 FILM NUMBER: 231510250 BUSINESS ADDRESS: STREET 1: 150 FAYETTEVILLE STREET, STREET 2: SUITE 1110 CITY: RALEIGH STATE: NC ZIP: 27601 BUSINESS PHONE: (914) 630-7430 MAIL ADDRESS: STREET 1: 150 FAYETTEVILLE STREET, STREET 2: SUITE 1110 CITY: RALEIGH STATE: NC ZIP: 27601 FORMER COMPANY: FORMER CONFORMED NAME: MGT CAPITAL INVESTMENTS INC DATE OF NAME CHANGE: 20070117 FORMER COMPANY: FORMER CONFORMED NAME: MEDICSIGHT INC DATE OF NAME CHANGE: 20021113 FORMER COMPANY: FORMER CONFORMED NAME: HTTP TECHNOLOGY INC DATE OF NAME CHANGE: 20001016 POS AM 1 formposam.htm

As filed with the Securities and Exchange Commission on December 22, 2023.

File Nos. 333-258273

333-207873

333-177150

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 2 To

Registration Statement on Form S-1 (Registration No. 333-258273);

Post-Effective Amendment No. 3 To

Registration Statement on Form S-1 (Registration No. 333-207873); and

Post-Effective Amendment No. 4 To

Registration Statement on Form S-1 (Registration No. 333-177150)

UNDER

THE SECURITIES ACT OF 1933

MGT CAPITAL INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware

13-4148725

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

512 S. Mangum Street, Suite 408, Durham, NC 27701

(Address of Principal Executive Offices) (Zip Code)

Robert Ladd, President

MGT Capital Investments, Inc.

512 S. Mangum Street, Suite 408

Durham, NC 27701

(Name and address of agent for service)

(914) 630-7430

(Telephone number, including area code, of agent for service)

Copy to:

Michael Harris, Esq.

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, Florida 33410

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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 7(a)(2)(B) of Securities Act. ☐

EXPLANATORY NOTE

MGT Capital Investments, Inc. (the “Registrant”) is filing this post-effective amendment (this “Post-Effective Amendment”) to amend the following registration statements (the “Registration Statements”) and deregister any and all securities registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof: (i) the Registration Statement on Form S-1 (File No. 333-258273), which was filed on July 29, 2021, as amended, relating to shares of the Registrant’s common stock (the “Common Stock”) and certain other securities, (ii) the Registration Statement on Form S-1 (File No. 333-207873), which was filed on November 6, 2015, as amended, relating to shares of Common Stock, and (iii) the Registration Statement on Form S-1 (File No. 333-177150), which was filed on October 3, 2011, as amended, relating to shares of Common Stock and certain other securities. The Registrant and the individuals identified in the Registration Statements as selling stockholders are no longer offering the Registrant’s securities covered by the Registration Statements, and such offerings are therefore terminated.

This Post-Effective Amendment is being filed in order to deregister any securities registered that remain unsold or otherwise unissued that were registered on the Registration Statements, and to terminate the Registration Statements as to such securities. In accordance with an undertaking made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration all of the securities registered under the Registration Statements which remain unsold or otherwise unissued under the Registration Statements as of the date of this Post-Effective Amendment.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Post-Effective Amendment and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Durham, North Carolina, on this 22nd day of December, 2023.

	MGT CAPITAL INVESTMENTS, INC.

	By:	/s/ Robert B. Ladd
		Robert B. Ladd
		Chief Executive Officer and Acting Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment has been signed below by the following persons in the capacities and on the dates indicated.

	By:	/s/ Robert B. Ladd
		Robert B. Ladd
		Chief Executive Officer, Acting Chief Financial Officer and Director (Principal Executive Officer, Principal Financial and Accounting Officer)

	By:	/s/ Michael Onghai
		Michael Onghai
		Director