Current Report Filing (8-k)
June 17 2016 - 5:03PM
Edgar (US Regulatory)
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): June 17, 2016 (June 14, 2016)
MGT
Capital Investments, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-32698
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13-4148725
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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500
Mamaroneck Avenue, Suite 320, Harrison, NY 10528
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
June 14, 2016 (the “
Effective Date
”), MGT Capital Investments, Inc. (the “
Company
”) and
its wholly-owned subsidiary, MGT Sports, Inc. (“
MGT Sports
”) entered into a Securities Exchange Agreement (the
“
Agreement
”) with Function(x) Inc. (formerly DraftDay Fantasy Sports, Inc.) (“FNCX”) to exchange
the entire outstanding promissory note (the “
Note
”) originally issued by FNCX on September 8, 2015 in the original
principal amount of $1,875,000, for equity securities of FNCX. The Note was amended on March 24, 2016 pursuant to that certain
Exchange Agreement (“
March Exchange Agreement
”) by and among the Company, MGT Sports and FNCX. Pursuant to
the March Exchange Agreement, the outstanding principal balance of the Note was reduced to $940,792.60 (the “Remaining Balance”)
which shall continue to accrue interest a rate of 5% per annum, and all terms of the Note shall remain unchanged except that the
maturity date was changed to July 31, 2016.
Pursuant
to the Agreement, the entire Remaining Balance shall be exchanged for 2,641,837 shares (the “
Common Shares
”)
of FNCX’s common stock and FNCX shall make a cash payment to MGT Sports for the total amount of interest accrued until consummation
of the transaction contemplated in the Agreement (“Closing”). The Closing is conditioned on FNCX’s shareholders’
approval of the issuance of the Common Shares and satisfaction of other closing conditions set forth in the Agreement.
The
Common Shares are not registered under the Securities Act of 1933, as amended (the “
Securities Act
”) and will
be issued in reliance on the exemption pursuant to Section 3(a)(9) of the Securities Act.
The
foregoing descriptions of the 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.
ITEM
9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
The
exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
Exhibit
No.
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Description
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10.1
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Securities
Exchange Agreement dated June 14, 2016
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SIGNATURES
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.
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MGT
CAPITAL INVESTMENTS, INC.
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Date:
June 17, 2016
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By:
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/s/
Robert B. Ladd
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Name:
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Robert
B. Ladd
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Title:
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President
and Chief Executive Officer
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