8-K 1 form8-k.htm














Date of Report (Date of earliest event reported): October 21, 2016 (October 19, 2016)


MGT Capital Investments, Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-32698   13-4148725

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


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:


[  ]  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))






Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On October 19, 2016, MGT Capital Investments, Inc. (the “Company”) received a letter from the New York Stock Exchange (“NYSE” or the “Exchange”) stating that the staff of NYSE Regulation has determined to commence proceedings to delist the Company’s common stock (the “Action”). NYSE Regulation cited Section 1002(c) of the NYSE MKT LLC Company Guide as the reason for the Action. The cited section is intended to apply when a company has sold or otherwise disposed of its principal operating assets or has ceased to be an operating company.


The Company knows of no facts or circumstances that would lead NYSE to take the Action. The Company has not sold or disposed of its principal operating assets and believes that it qualifies as an operating company. The Company is in the process of applying to be listed on the NASDAQ and OTCQX Market, however, no assurance can be given that either of the applications will be approved, or of the timing of such approval, if granted.


Item 7.01 Regulation FD Disclosure


On October 20, 2016, the Company issued a press release disclosing that it received a letter from the NYSE relating to the Action. The information provided in response to Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01. A copy of the press release referred to above is attached hereto as Exhibits 99.1.


The information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information under Item 7.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information constitutes material investor information that is not otherwise publicly available.


The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. The Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits


The following exhibit is furnished herewith:


Exhibit Number   Description
99.1   Press Release dated October 20, 2016






Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated: October 21, 2016


  MGT Capital Investments, Inc.
  By: /s/ Robert Ladd
  Name: Robert B. Ladd, President