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): July 21, 2021
MGT Capital Investments, Inc.
| Delaware | | 001-32698 | | 13-4148725 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
150 Fayetteville Street, Suite 1110 Raleigh, North Carolina | | 27601 | | (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) |
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| | [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | [ ] | 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 1.01. Entry into a Material Definitive Agreement.
On July 21, 2021, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company (i) sold 35,385,704 shares of common stock, $0.001 par value per share, of Company (the “Common Stock”), and (ii) issued a warrant to purchase 35,385,704 (the “Warrant”) for consideration of $1,000,000, less $10,000 for the Investor’s legal, due diligence and other transactional expenses. Subject to the terms and adjustments in the Warrant, the Warrant is exercisable at an initial price of $0.05 per share, for five years from July 21, 2021. The Investor has the option to exercise all or any part of the Warrant on a cashless or cash basis.
Unless specifically defined herein, the capitalized terms shall have the meanings as defined in the respective documents attached hereto. A copy of the Securities Purchase Agreement and the Warrant are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The descriptions of the Securities Purchase Agreement and the Warrant contained herein do not purport to be complete and are qualified in their entirety by the terms of the Securities Purchase Agreement and the Warrant attached hereto.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is hereby incorporated by reference.
On June 15, 2021 and July 27, 2021, the Company issued 4,761,905 and 6,673,384 shares of Common Stock, respectively, to Bucktown Capital, LLC, in connection with the conversion of $120,000 and $120,988 in principal amounts, respectively, under that certain Convertible Promissory Note, dated December 8, 2020 (the “Note”) in the original principal amount of $230,000. Following this conversion, the outstanding principal balance of the Note is zero.
The issuance of these securities is being made in reliance upon an exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended.
As of July 27, 2021, the Company had 583,470,903 shares of Common Stock outstanding.
Item 9.01. Financial Statements and Exhibits.
* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.
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: | July 27, 2021 | By: | /s/ Robert B. Ladd |
| | | Name: | Robert B. Ladd |
| | | Title: | Chief Executive Officer |
