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): October 22, 2019

 

 

MGT Capital Investments, Inc.

 

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   (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)
     
  [  ] 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))

 

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 3.02. Unregistered Sales of Equity Securities.

 

On September 30, 2019, the Company issued 1,250,000 restricted shares of the Company’s common stock, par value $.001 (the “Common Stock”), to acquire 200 Antminer S-9 Bitcoin miners.

 

From October 1, 2019 and through October 22, 2019, the Company, issued 9,000,000 shares of Common Stock to Oasis Capital, LLC in connection with the exercise of its put rights, pursuant to that certain Equity Purchase Agreement, dated June 3, 2019, for aggregate gross proceeds of $173,850.

 

On October 17, 2019, the Company issued 8,503,401 shares of Common Stock to Iliad Research and Trading, L.P. in connection with the conversion of an aggregate of $125,000 principal amount under that certain Note, dated June 1, 2018, as amended, in the original principal amount of $3,600,000, with an outstanding principal balance of $1,309,360 as of October 28, 2019.

 

In issuing the securities described above, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

As of October 28, 2019, the Company has 368,893,911 shares of Common Stock outstanding.

 

 

 

 

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: October 28, 2019 By: /s/ Robert S. Lowrey
    Name: Robert S. Lowrey
    Title: Chief Financial Officer

 

 

 

 

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