MGT CAPITAL INVESTMENTS, INC. BitFive LLC ("BIT5") executed a non-binding letter of intent to acquire MGT Capital Investments, Inc. (OTCPK:MGTI) in a reverse merger transaction on September 8, 2022. After the closing of the merger, the pre-merger shareholders of MGT will own between twenty percent and thirty percent of the equity of MGT on a fully diluted basis and the members of BitFive will own between seventy percent and eighty percent of the equity of MGT on a fully diluted basis. Robert Collazo would be appointed Chief Executive Officer of the new company.
The transaction is subject to the execution of a definitive agreement and certain closing conditions including the completion of BitFive's financial audit, approval by Bit5ive's members, approvals by the Board of Directors MGT and manager of BIT5, receipt of all necessary governmental approvals, clearances and consents, including termination or expiration of Hart Scott Rodino waiting period, if required, conversion of all debt instruments and preferred stock of MGT and BIT5 into common stock, receipt of all material third party consents and approvals, satisfactory completion of due diligence reviews by the parties.
