MGT Capital Investments : Private Placement - Form 8-K
July 29, 2023 at 03:47 pm EDT
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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): July 21, 2023(June 7, 2023)
MGT Capital Investments, Inc.
Delaware
001-32698
13-4148725
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2076 Foster Mill Rd.
LaFayette, GA
30728
(914) 630-7430
(Address of principal
executive offices)
(Zip Code)
(Registrant's telephone number,
including area code)
(Former name or former address, if changed since last report.)
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))
Securities registered pursuant to Section 12(b) of the Act:
None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
Since May 15, 2023 (the filing date of its most recent Form 10-Q), MGT Capital Investments, Inc. (the "Company") has issued 39,400,000 shares of common stock in transactions without registration under the Securities Act of 1933 (the "Act"), as described below.
Name or Class
Date of Sale
Number and Type of Security (1)
Reason for Issuance
Lease holder (2)
6/7/23
4,000,000
Pursuant to Lease/Partnership Agreement
Warrant holder (3)
6/9/23
20,000,000
Cashless exercise of 2,217,090 warrants
Lease holder (2)
7/11/23
4,000,000
Pursuant to Lease/Partnership Agreement
Warrant holder (3)
7/21/23
11,400,000
Exchange of 22,800,000 warrants for common stock
(1)
Type of security is common stock unless noted otherwise.
(2)
Exempt under Section 4(a)(2) of the Act.
(3)
Exempt under Section 3(a)(9) of the Act.
Signature
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.
MGT Capital Investments Inc. published this content on 27 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2023 19:46:28 UTC.
MGT Capital Investments, Inc. is engaged in cryptocurrency activities with operations at an owned and managed Bitcoin mining facility in LaFayette, Georgia. The Companyâs business activities are comprised of self-mining operations, providing hosting services, and leasing space to third parties. The Company owned approximately 35 Antminer S19 Pro miners providing about 3 Ph/s in hash power for self-mining. It also offers third-party owners of miners a hosting service whereby the Company operates and maintains the miners for a fixed monthly fee. Its miners and those hosted for others are housed in a modified shipping container on the Companyâs owned property in Georgia. The Company owns the entire facility, including land and improvements, five 2500 kilovolt-amp (KVA) three-phase transformers, and three mining containers. The Company is exploring the 10 MW expansion potential at its property as well as investigating other sites to develop Bitcoin mining facilities.