Form 8-K - Current report

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): April 30, 2024

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 Drive

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.

On April 30, 2024, Company issued 54,000,000 shares of common stock to Minerset Farms in accordance with the terms of the property lease agreement. In issuing these securities, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On May 3, 2024, the Company issued 40,000,000 shares of common stock in connection with a conversion of the Company’s outstanding Notes in the principal amount of $41,300. The transaction was exempt from registration under Section 3(a)(9) of the Securities Act of 1933.

Following both issuances, the Company has 1,037,170,903 shares outstanding. The principal amount of the Company’s outstanding Notes as of this same date is $1,401,039.

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.

Date:	May 6, 2024	By:	/s/ Robert B. Ladd
		Name:	Robert B. Ladd
		Title:	Chief Executive Officer

Cover	Apr. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 30, 2024
Entity File Number	001-32698
Entity Registrant Name	MGT Capital Investments, Inc.
Entity Central Index Key	0001001601
Entity Tax Identification Number	13-4148725
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2076 Foster Mill Drive
Entity Address, City or Town	LaFayette
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30728
City Area Code	914
Local Phone Number	630-7430
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false