8-K 1 form8-k.htm














Date of Report (Date of earliest event reported):  March 9, 2017 (March 3, 2017)


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.)


512 S. Mangum Street, Suite 408 Durham, NC 27701

(Address of principal executive offices, including zip code)


(914) 630-7431


(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))






Forward Looking Statements


The SEC 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. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.


Item 1.01 Entry into a Material Definitive Agreement


On March 3, 2017, MGT Capital Investments, Inc., a Delaware corporation (“MGT”) and Future Tense Systems Inc., a Colorado corporation (“Future Tense”) entered into the Demonsaw LLC Membership Interest Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, Future Tense sold its 46% membership interest in Demonsaw, LLC, a Delaware limited liability company for 2,000,000 unregistered shares of MGT’s common stock. Janice Dyson, the wife of MGT’s Chairman and Chief Executive Officer John McAfee, is the sole director and one-third equity owner of Future Tense.


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


Item 3.02 Unregistered Sale of Equity Securities.


The information contained in Item 1.01 is hereby incorporated by reference.


Item 7.01 Regulation FD Disclosure


On March 3, 2017, the Company issued a Press Release. A copy of the Press Release is attached as Exhibit 99.1 hereto.


The information in this Current Report on Form 8-K furnished pursuant to Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act. The furnishing of the information in 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 contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit   Description
10.1   Demonsaw LLC Membership Interest Purchase Agreement Between Future Tense Secure Systems Inc. and MGT Capital Investments, Inc.
99.1   Press Release dated March 3, 2017






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.


Date: March 9, 2017 By: /s/ Robert B. Ladd
  Name: Robert B. Ladd
  Title: President