Current Report Filing (8-k)
July 02 2020 - 5:46PM
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 30, 2020
MGT
Capital Investments, Inc.
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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150
Fayetteville Street, Suite 1100
Raleigh,
North Carolina
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27601
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(914)
630-7430
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(Address
of principal
executive
offices)
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(Zip Code)
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(Registrant’s
telephone number,
including area code)
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(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:
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[ ]
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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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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
June 2, 2020 and June 30, 2020, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, issued 14,778,325
and 11,904,762 shares of the Company’s common stock, par value $.001 (the “Common Stock”), respectively, to
Iliad Research and Trading, L.P., a Utah limited partnership, in connection with the conversion of $125,000 and $125,000 in principal
amounts under that certain Promissory Note dated June 1, 2018, as amended, in the original principal amount of $3,600,000. Following
these conversions, the outstanding principal balance of this Note stands at $153,796.
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 July 2, 2020, the Company has 489,615,048 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.
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MGT Capital Investments, Inc.
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Date:
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July 2, 2020
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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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Chief
Executive Officer
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