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): January 22, 2019

 

MGT Capital Investments, Inc.

 

Delaware   001-32698   13-4148725
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

512 S. Mangum Street, Suite 408

Durham, NC

  27701   (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))

 

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 1.02 Termination of a Material Definitive Agreement.

 

On January 22, 2019, MGT Capital Investments, Inc. (the “Company”) entered into rescission and cancellation agreements (the “Rescission Agreements”) with two investors (each, an “Investor” and together, the “Investors”), pursuant to which each Investor’s Securities Purchase Agreement, entered into January 11, 2019, by and between each Investor and the Company, shall be terminated. The Rescission Agreement further cancels the issuance of 1,000 shares of 12% Series B Preferred Stock (“Series B Stock”) to each Investor and the issuance of a Promissory Note for the principal amount of $120,000 to each Investor, both issued pursuant to the Securities Purchase Agreements, in exchange for $100,000 to each Investor representing the return of the purchase price to each Investor plus agreed upon legal fees.

 

The foregoing summary of the Rescission Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Rescission Agreements, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

 

Description

10.1   Form of Rescission and Cancellation Agreement, dated January 22, 2019.

 

 

 

 

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: January 24, 2019 By: /s/ Robert S. Lowrey
  Name: Robert S. Lowrey
  Title: Chief Financial Officer

 

 

 

 

 

RECISSION AND CANCELLATION AGREEMENT

 

This Rescission and Cancellation Agreement (this “ Agreement ”), dated as of January 22, 2019, is entered into by and between MGT Capital Investments, Inc., a Delaware corporation (the “ Company ”) and [                        ] (the “ Investor ”).

 

RECITALS

 

WHEREAS, the Company and Investor entered into a Securities Purchase Agreement dated January 11, 2019 (the “ SPA ” );

 

WHEREAS, pursuant to the SPA, the Company issued to the Investor a Promissory Note, dated January 11, 2019 (the “ Note ”);

 

WHEREAS, on January 11, 2019, pursuant to the SPA the Company issued to the Investor Series B Preferred Stock (the “ Preferred ”);

 

WHEREAS, due to circumstances beyond the control of either party, the parties mutually agree that in the best interest of each party, the SPA should be rescinded, and that each party be returned to its position before entering into the SPA;

 

WHEREAS, there are no third-party beneficiaries to the SPA; and

 

WHEREAS, Company and Investor agree that, subject to fulfillment of the terms set forth below, neither Party shall have any claim or action against the other with respect to the SPA, Note or Preferred,

 

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties hereto hereby agree as follows:

 

The SPA is rescinded and no longer in force and effect, and the Preferred and Note are cancelled upon satisfaction of the following condition:

 

The Company has wired, and Investor has received, total funds of US $100,000.00, representing the return of the Purchase Price plus agreed-upon legal fees. The Company will wire US $50,000.00 upon execution of this Agreement, and the remainder on or before February 1, 2019.

 

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the SPA.

 

This Agreement may be executed in counterparts (including by facsimile or pdf signature pages or other means of electronic transmission) each of which shall be deemed an original but all of which together will constitute one and the same instrument.

 

[Signature Page Follows]

 

MGT CAPITAL INVESTMENTS, INC.

512 S. Mangum Street Suite 408 Durham, NC 27701

Tel: (914) 630-7430 email: rladd@mgtci.com web: www.mgtci.com

 

 

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first set forth above.

 

MGT CAPITAL INVESTMENTS, INC.  
     
By:    
Name: Robert Lowrey  
Title: Chief Financial Officer  
     
[                  ]  
     
By:    
Name: [                  ]  
Title: [                  ]  

 

[Signature Page to Rescission and Cancellation Agreement]

 

MGT CAPITAL INVESTMENTS, INC.

512 S. Mangum Street Suite 408 Durham, NC 27701

Tel: (914) 630-7430 email: rladd@mgtci.com web: www.mgtci.com