MGTI MGT Capital Investments Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement

On May 9, 2016, MGT Capital Investment Inc., a Delaware corporation (the “ Company ”), entered into an asset purchase agreement (the “ APA ”) for the purchase of certain technology and assets of D-Vasive Inc., a Wyoming corporation (“ D-Vasive ”). The APA was entered into by and among the Company, D-Vasive, the shareholders of D-Vasive, and MGT Cybersecurity, Inc., a Delaware corporation wholly owned by the Company which is formed for the purpose of effectuating the asset purchase.

D-Vasive is in the business of development and marketing of certain privacy and anti-spy applications (the “ Business ”). Pursuant to the terms of the APA, the Company has agreed to purchase assets (“ Purchased Assets ”) integral to D-Vasive’s Business, including but not limited to applications for use on mobile devices, intellectual property, customer lists, databases, sales pipelines, proposals and project files, licenses and permits Among the Purchased Assets is the D-Vasive app which is designed for protection from invasive apps that seek access to personal contacts, cameras and other information on smart phones, tablets and other mobile devices.

Upon the closing of the transaction contemplated in the APA, the Company will acquire the Purchased Assets in consideration of (i) $300,000 (the “ Closing Cash ”), (ii) 4,760,000 unregistered shares of Common Stock of the Company (the “ Escrow Shares ”) to be held in escrow for six months pending satisfaction of the representation and warranties in the APA; and (iii) 19,040,000) unregistered shares of Common Stock of the Company (the “ Closing Shares ” together with Escrow Shares as “ Purchase Price Shares ”) The Closing Cash, the Escrow Cash and Closing Shares are collectively referred to as the “ Purchase Price ”.

The APA includes customary representation and warranties of the parties as well as termination and closing conditions. The closing of the transaction contemplated in the APA is contingent on satisfaction or waiver of the closing conditions set therein including the approval of the Company’s shareholders. The Company also agreed as part of the closing conditions to enter into certain consulting agreement with Future Tense Secure Systems, Inc, certain employment agreement with key management of D-Vasive and an employment agreement with John McAfee pursuant to which Mr. McAfee will join the Company as Executive Chairman of the Board of Directors and Chief Executive Officer of the Company at the closing of the transaction contemplated in the APA. There can be no assurance that the conditions to closing the transactions described herein can be obtained nor that the transaction will be approved by shareholders of the Company.

The foregoing descriptions of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, which are filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.