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
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 | ||