8-K 1 form8-k.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): September 20, 2016 (September 19, 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 320

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 7.01 Regulation FD Disclosure

 

On September 19, 2016, MGT Capital Investments, Inc. (the “Company”) issued a press release disclosing that it received a subpoena from the Securities and Exchange Commission requesting certain information from the Company. The Company has no indication or reason to believe that the Company is or will be the subject of any enforcement proceedings. The Company is fully cooperating to comply with the SEC’s request.

 

On September 20, 2016, the Company issued a press release stating that the New York Stock Exchange (the “Exchange”) informed the Company on September 19, 2016 that it will not approve the listing on the Exchange of the 43.8 million shares that the Company is required to issue in order to complete the closing of the merger with D-Vasive, Inc., a Wyoming corporation. The parties to the transaction remain committed to closing the transaction and are exploring alternatives.

 

A copy of the press releases referred to above are attached hereto as Exhibits 99.1 and 99.2. The Exhibits shall not be deemed incorporated by reference into any of the Company’s registration statements or other filings with the SEC, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibits are furnished herewith:

 

Exhibit
Number
  Description
     
99.1   Press Release dated September 19, 2016
99.2   Press Release dated September 20, 2016

 

 
  

 

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: September 20, 2016

 

  MGT Capital Investments, Inc.
   
  By:  /s/ Robert B. Ladd
  Name: Robert B. Ladd, President