UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| ( | ||||
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
None
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 3.02. Unregistered Sales of Equity Securities.
On January 11, 2024 and January 25, 2024, the Company issued 30,000,000 and 24,000,000 shares of common stock, respectively, in connection with conversions of the Company’s outstanding Notes in the principal amounts of $48,310 and $39,152, respectively. The transactions were exempt from registration under Section 3(a)(9) of the Securities Act of 1933. Following this issuance, the Company has 903,170,903 shares outstanding. The principal amount of the Company’s outstanding Notes as of this same date is $1,491,379.
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: | February 1, 2024 | By: | /s/ Robert B. Ladd |
| Name: | Robert B. Ladd | ||
| Title: | Chief Executive Officer | ||
Cover |
Jan. 11, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 11, 2024 |
| Entity File Number | 001-32698 |
| Entity Registrant Name | MGT Capital Investments, Inc. |
| Entity Central Index Key | 0001001601 |
| Entity Tax Identification Number | 13-4148725 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 512 S. Mangum Street |
| Entity Address, Address Line Two | Suite 408 |
| Entity Address, City or Town | Durham |
| Entity Address, State or Province | NC |
| Entity Address, Postal Zip Code | 27701 |
| City Area Code | 914 |
| Local Phone Number | 630-7430 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |