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): May 9, 2017 (May 5, 2017)
MGT Capital Investments, Inc.
(Exact name of registrant as specified in its charter)
| 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
(Address of principal executive offices, including zip code)
(914) 630-7430
(Registrant’s telephone number, including area code)
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)) |
Item 7.01 Regulation FD Disclosure
On May 5, 2017, MGT Capital Investments, Inc. (the “Company”) issued a press release disclosing that it entered into a joint venture agreement (the “Agreement”) with Nordic IT Sourcing Association Venture Partners (“Nordic IT”), pursuant to which the Company and Nordic IT shall co-develop and market a new generation of secure mobile phones. Nordic IT and the Company share equal equity interest in the joint venture, JMPP Oy, which will be domiciled in Helsinki, Finland. In accordance with the terms of the Agreement, the Company shall design, engineer and test mobile phones with certain privacy features and Nordic IT will source strategic partners to manufacture such cell phones and conduct marketing and sales of such mobile phones. A copy of the press release referred to the above is attached hereto 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) 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
The following exhibit is furnished herewith:
Exhibit
Number | | Description |
| | | |
| 99.1 | | Press Release dated May 5, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 9, 2017
| | MGT Capital Investments, Inc. |
| | | |
| | By: | /s/ Robert B. Ladd |
| | Name: | Robert B. Ladd, President |
