8-K 1 form8-k.htm














Date of Report (Date of earliest event reported) September 12, 2017 (September 6, 2017)


MGT Capital Investments, Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-32698   13-4148725
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


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

(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 1.01 Entry into Material Definitive Agreements.


On September 6, 2017, MGT Capital Investments, Inc., a Delaware corporation (the “Company”) entered into a second amendment (the “Second Amendment”) to its existing Equity Purchase Agreement (“EPA”) and Registration Rights Agreement (“RRA”) (previously disclosed on Form 8-K filed by the Company on March 20, 2017) with L2 Capital , LLC (“L2 Capital”), a Kansas limited liability company. Pursuant to the Second Amendment, the reference in the EPA and RRA to “Six Million Five Hundred Thousand Dollars” shall be replaced with “the lesser of (i) 12,319,159, or (ii) the maximum amount of shares able to be registered by the Company pursuant to Rule 415 of the Securities Act at the time that the Company files its registration statement hereunder.” The Second Amendment is intended to give the Company flexibility to sell up to 12.3 million shares of the Company’s common stock, from time to time, at the Company’s discretion.


Item 7.01 Regulation FD Disclosure


On September 12, 2017, MGT Capital Investments, Inc. (the “Company”) issued a press release announcing the amendment to the equity line of credit with L2 Capital, described under Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1.


The information contained in this Current Report on Form 8-K 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 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.


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:


99.1   Press Release dated September 12, 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 thereunto duly authorized.


Dated: September 12, 2017


  MGT Capital Investments, Inc.
  By: /s/ Robert Ladd
  Name: Robert Ladd
  Title: Chief Executive Officer and President