Attached files
file | filename |
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EX-10.3 - MGT CAPITAL INVESTMENTS, INC. | ex10-3.htm |
EX-10.2 - MGT CAPITAL INVESTMENTS, INC. | ex10-2.htm |
EX-10.1 - MGT CAPITAL INVESTMENTS, INC. | ex10-1.htm |
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) August 8, 2016 (August 2, 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) |
(Commission File Number) |
(IRS
Employer Identification No.) |
500 Mamaroneck Avenue, Suite 204, 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 1.01 Entry into a Material Definitive Agreement
On August 2, 2016 (the “Closing Date”), MGT Capital Investments, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with selected accredited investors (each an “Investor” and collectively, the “Investors”). Pursuant to the terms of the Purchase Agreement, the Company sold $2,050,000 in unsecured promissory notes (“Notes) in a private placement (the “Offering”). The Notes mature on September 30, 2019 or such other date as set forth in the Note. The Notes bear interest at a rate of twelve per cent (12%) per annum, to be paid quarterly in arrears, with the first payment due on September 30, 2016 to be calculated on a pro-rata basis. In addition, for each one thousand dollars ($1,000.00) invested by an Investor, the Investor shall receive two detachable Warrants ( “Warrant”), each of which is exercisable for one hundred (100) shares of the Company’s common stock: Each Warrant has an initial exercise price of $3.31 per share, and is exercisable for a period of thirty-six (36) months from the date of issuance.
Each of the Investors is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), and the securities were sold to it in reliance on the exemption from registration provided by Rule 506 and Section 4(2) of the Act.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are furnished herewith:
Exhibit
Number |
Description | |
10.1 | Form of Securities Purchase Agreement | |
10.2 | Form of Promissory Note | |
10.3 | Form of Warrant |
SIGNATURES
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: August 8, 2016
MGT Capital Investments, Inc. | ||
By: | /s/ Robert B. Ladd | |
Name: | Robert B. Ladd | |
Title: | President and Chief Executive Officer |