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): May 29, 2019
MGT
Capital Investments, Inc.
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Delaware
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001-32698
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13-4148725
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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512
S. Mangum Street, Suite 408
Durham,
NC
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27701
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(914)
630-7430
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(Address
of principal
executive offices)
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(Zip
Code)
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(Registrant’s
telephone number,
including area code)
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(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:
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Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
Stock, par value $0.001 per share
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MGTI
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OTCQB
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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
1.01. Entry into a Material Definitive Agreement.
On
July 15, 2019, MGT Capital Investments, Inc., a Delaware corporation (the “Company”), entered into a Purchase Agreement
(the “Agreement”) with Bitmaintech Pte. Ltd., a Singapore private limited company, to purchase 1,100 Antminer-S17
Bitcoin miners for an aggregate purchase price of approximately $2.77 million, subject to adjustment as set forth in the Agreement,
with delivery expected within 150 days of entering into the Agreement.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement,
a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
During
June and through July 15, 2019, the Company, issued 12,500,000 shares of the Company’s common stock, par value $.001 (the
“Common Stock”) to Oasis Capital, LLC in connection with the exercise of its put rights, pursuant to that certain
Equity Purchase Agreement, dated June 3, 2019, for aggregate gross proceeds of $627,713.
During
May, June, and through July 15, 2019, the Company issued 51,032,907 shares of Common Stock to Iliad Research and Trading, L.P.
in connection with the conversion of an aggregate of $1,400,000 principal amount under that certain Note, dated June 1, 2018,
as amended, in the original principal amount of $3,600,000.
In
issuing the securities described above, the Company relied upon the exemption from registration provided by Section 4(a)(2) of
the Securities Act of 1933, as amended.
As
of July 15, 2019, the Company has 294,560,371 shares of Common Stock outstanding.
Item
7.01. Regulation FD Disclosure.
On
July 18, 2019, the Company issued a press release providing an update with respect to the Company’s acquisition of 1,100
Antminer-S17 Bitcoin miners. A copy of the press release is attached to this report as Exhibit 99.1.
The
information contained in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended or
the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information
in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required
by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information
that is not otherwise publicly available.
This
Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect
the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among
other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,”
and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results
to differ materially from those anticipated at the date of this Current Report on Form 8-K. The Company disclaims any obligation
to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof. Investors are
cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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.
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MGT Capital Investments, Inc.
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Date:
July 18, 2019
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By:
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/s/
Robert S. Lowrey
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Name:
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Robert
S. Lowrey
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Title:
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Chief
Financial Officer
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Purchase
Agreements
Contract
No.: [BITT-PA-201906029-002]
This
Purchase Agreement (“
this Agreement
”) is concluded by the following parties based on full friendly negotiation:
Party
A (Seller): Bitmaintech Pte. Ltd., with its principal place of business at 8 Kallang Avenue, Aperia Tower 1, #09-03/04,
Singapore, 339509.
Party
B (Purchaser): MGT Capital Investments, Inc., with its principal place of business at 512 S. Mangum Street –
Suite 408, Durham, NC 27701, USA
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1.
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Products
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1.1
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The
information (including but not limited to the quantity, total rated hashrate, estimated unit price (“
Estimated Unit
Price
”), estimated price for one item (“
Estimated Price (One Item)
”), estimate total price for
all the items (“
Estimated Total Price (All the Items)
”) of Products purchased by Party B from Party A is
as follows (“
Products
”):
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No.
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Product
Name
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Model
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Rated
Hashrate (TH/s)
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Rated
Power Consumption (W)
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Estimated
Unit Price
(USD)
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Quantity
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Estimated
Price
(One Item)
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1
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Antminer
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S17
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53
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2,385±7
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%
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2,517.00
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1,100
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Total
Rated Hashrate (TH/s)
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58,300
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Estimated
Total Price
(All the Items)
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USD
$2,768,700.00
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1.2
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Where
the actual Products provided by Party A are not in accordance with the description listed in Article 1.1, in the event that
the total hashrate of the Products delivered to Party B is not less than the total rated hashrate provided in Article 1.1,
the number of the Products can be adjusted based on the actual type of the Products before delivery.
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1.3
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Before
the Products are delivered, both Parties shall confirm the actual delivered Products through signing an updated Sales and
Purchase Agreement (hereinafter “
Updated Agreement
”, the Updated Agreement shall include a purchase order
(“
Purchase Oder
”) with the information such as the types, quantity, unit price, total price, service fees,
transportation mode and delivery address, etc. of the delivered Products).
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2.
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Price,
Discount and Payment
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2.1
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Party
A provides the corresponding discount (“
Agreed Discount
”) in accordance with the delivery period (“
Delivery
Period
”) of the Products and the proportion of advance payment (“
Advance Payment
”) accounting
for the Estimated Total Price (All the Items) of the Products. The formula for calculating the Agreed Discount is:
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among
them:
D
is the Agreed Discount percentage.
N
is the Delivery Period provided in this Agreement calculated by the number of days, i.e., Party A shall deliver the Products to
the carrier within the agreed period after Party B pays the Advance Payment. For example, if Party B pays the Advance Payment
on June 10, 2019, and the Delivery Period is 120 days, Party A shall deliver the Products to the carrier before October 8, 2019.
For the avoidance of doubt, in the event that the actual delivery period is inconsistent with the Delivery Period provided in
this Agreement, the Agreed Discount shall still be the discount listed in Article 2.2.
P
is the proportion of the Advance Payment paid by Party B accounting for the Estimated Total Price (All the Items) of the Products.
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2.2
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The
Delivery Period, Advance Payment, proportion of the Advance Payment accounting for the
Estimated Total Price (All the Items), Agreed Discount and other information are as follows:
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Delivery
Period: 120 days
Advance
Payment: USD $ 1,384,350.00
Proportion
of the Advance Payment accounting for the Estimated Total Price (All the Items): 50%
Agreed
Discount percentage: 4.5%
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2.3
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Both
Parties agree and confirm that the Estimated Unit Price of the Products provided in Article
1.1 is not the actual transaction unit price (the “
Actual Transaction Unit Price
”)
of the Products, and the Actual Transaction Unit Price shall be calculated according
to the actual market unit price, i.e., Actual Transaction Unit Price = actual market
unit price × (100% - Agreed Discount percentage). The actual market unit price
of the Products shall be decided by Party A according to the market conditions then.
For the avoidance of doubt, as for the Products explicitly listed in Article 1.1 of this
Agreement, Party A undertakes that the Actual Transaction Unit Price shall not exceed
the Estimated Unit Price as stipulated in Article 1.1.
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2.4
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In
the case that the Actual Transaction Unit Price is lower than the Estimated Unit Price
of the Products, Party B may choose to increase the quantity of the Products. In this
scenario, the total purchase price of the Products (after increasing the product quantity)
shall not exceed the Estimated Price (One Item) under Article 1.1. Alternatively, Party
B may choose to keep the quantity of the Products unchanged. In this scenario, Party
A shall return the remaining Advance Payment to Party B within [10] working days after
Parties sign the Updated Agreement.
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2.5
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Both
Parties confirm that if the Advance Payment is less than the total purchase price of
the Products calculated based on the Actual Transaction Unit Price, Party B shall pay
Party A the remaining amount for the Products according to the Purchase Order(s) concluded
by both Parties. The remaining amount shall be:
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∑Actual
Transaction Unit Price ×quantity of the Products – Advance Payment. In the event that Party B shall pay the remaining
amount for the Products but it fails to make the payment within [5] working days before the delivery date, Party A shall still
deliver the Products according to the delivery date stipulated in this Agreement. The quantity shall be calculated based on payment
already paid by Party B and the Actual Transaction Unit Price.
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2.6
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Party
A’s bank account information is as follows:
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Bank:
Account
Name:
Account
No.:
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2.7
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The
currency under this agreement is USD.
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3.
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Delivery
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3.1
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Party
A shall deliver the Products within the Delivery Period as provided in this Agreement.
In the event that Party A fails to deliver the Products within the Delivery Period and
delivers the Products within 30 days after Delivery Period, Party B shall continue to
perform this Agreement, and Party A shall provide Party B with an additional discount
(“
Additional Discount
”) for the delayed delivery. The Additional Discount
shall be calculated as the formula below:
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De=Nd×0.1%×P
among
them:
De
is the Additional Discount;
Nd
is the number of delayed delivery days;
P
is the proportion of the Advance Payment paid by Party B accounting for the Estimated Total Price (All the Items) of the Products;
In
this circumstance, the Actual Transaction Unit Price provided in Article 2.3 of this Agreement shall be calculated as the formula
below: Actual Transaction Unit Price = actual market unit price × (100%- Agreed Discount - Additional Discount).
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3.2
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In
the event that Party A has not delivered the Products within 30 days after the Delivery
Period, either Party is entitled to terminate this Agreement by issuing the other Party
a written notice before Party A delivers the Products. Within 10 working days after this
Agreement is terminated, Party A shall return the Advance Payment, and pay the liquidated
damages to Party B. The amount of liquidated amount shall be: Advance Payment ×
0.03333% × the number of days from the date when Party B makes its Advance Payment
(excluding the current day) to the date when Party A returns the Advance Payment (including
the current day).
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In
the event that both Parties have not received written notice from the other Party requesting termination of this Agreement before
delivery of the Products, this Agreement shall continue to be performed. In this scenario, without prejudice to Article 3.1, the
additional discount provided by Party A to Party B shall be: De = 3% × P
among
them:
De
is the additional discount;
P
is the proportion of the Advance Payment paid by Party B accounting for the Estimated Total Price (All the Items) of the Products.
In
this case, the Actual Transaction Unit Price stipulated in Article 2.3 of this Agreement shall be calculated as follows:
Actual
Transaction Unit Price = actual market unit price × (100% - Agreed Discount - 3% ×P).
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4.
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Purchase
Cancellation
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4.1
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Before
the Parties sign the Updated Agreement, Party B may, at any time, send a written notice
to Party A (the “
Cancellation Notice
”) to cancel the purchase of some
or all of the Products. After Party A receives the Cancellation Notice, the remaining
Advance Payment shall be dealt with in accordance with Article 4.2 of this Agreement.
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4.2
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The
Parties agree that, except as otherwise agreed in this Agreement, the remaining Advance
Payment shall be dealt with as follows:
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(1)
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Party
B may use part or all of the remaining Advance Payment to purchase any of Party A’s
products which are not provided in this Agreement.
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(2)
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In
case that within three working days after Party A receives the Cancellation Notice, Party
A and Party B separately sign Updated Agreement and/or Purchase Order, providing that
Party B shall order or purchase the newly issued products of Party A after the effective
date of this Agreement, whose algorithm is the same as the Products listed in Article
1.1, Party B may still enjoy the discount agreed under this Agreement (including the
Agreed Discount, and the Additional Discount on the condition that the requirements under
Article 3 are met). In addition to the above, no matter what products of Party A are
purchased by Party B using the remaining amount of the Advance Payment, Party B shall
not enjoy any Agreed Discount and/or Additional Discount under this Agreement. For the
avoidance of doubt, unless otherwise provided in Article 4.2 (2), once Party A receives
the Cancellation Notice, Party B will no longer enjoy any discount (including the Agreed
Discount and/or Additional Discount) even if it purchases the Products under this Agreement
again.
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(3)
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If
there are remaining Advance Payment upon expiration of this Agreement, Party A shall
refund the remaining Advance Payment to Party B within [10] working days. In this circumstance,
Party A shall not be subject to any liquidated damages and/or interests.
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5.
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Force
Majeure
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5.1
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To
the extent that a Party is fully or partially delayed, prevented or hindered by an event
of Force Majeure from performing any obligation under this Agreement (other than an obligation
to make payment), subject to the exercise of reasonable diligence by the affected Party,
the failure to perform shall be excused by the occurrence of such event of Force Majeure.
A Party claiming that its performance is excused by an event of Force Majeure shall,
promptly after the occurrence of such event of Force Majeure, notify the other Party
of the nature, date of inception and expected duration of such event of Force Majeure
and the extent to which the Party expects that the event will delay, prevent or hinder
the Party from performing its obligations under this Agreement. The notifying Party shall
thereafter use its best effort to eliminate such event of Force Majeure and mitigate
its effects.
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5.2
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The
affected Party shall use reasonable diligence to remove the event of Force Majeure, and
shall keep the other Party informed of all significant developments.
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6.
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Representations
and Warranties
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The
Party B makes the following representations and warranties to Party A:
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6.2
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It
has the full power and authority to own its assets and carry on its businesses.
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6.3
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The
obligations expressed to be assumed by it under this Agreement are legal, valid, binding
and enforceable obligations.
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6.4
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It
has the power to enter into, perform and deliver, and has taken all necessary action
to authorize its entry into, performance and delivery of, this Agreement and the transactions
contemplated by this Agreement.
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6.5
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The
entry into and performance by it of, and the transactions contemplated by, this Agreement
do not and will not conflict with:
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(1)
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any
Applicable Law;
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(2)
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its
constitutional documents; or
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(3)
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any
agreement or instrument binding upon it or any of its assets.
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6.6
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All
authorizations required or desirable:
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(1)
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to
enable it lawfully to enter into, exercise its rights under and comply with its obligations
under this Agreement;
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(2)
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to
ensure that those obligations are legal, valid, binding and enforceable; and
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(3)
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to
make this Agreement admissible in evidence in its jurisdiction of incorporation,
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have
been or will have been by the time, obtained or effected and are, or will be by the appropriate time, in full force and effect.
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6.7
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It
is not aware of any circumstances which are likely to lead to:
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(1)
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any
authorization obtained or effected not remaining in full force and effect;
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(2)
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any
authorization not being obtained, renewed or effected when required or desirable; or
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(3)
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any
authorization being subject to a condition or requirement which it does not reasonably
expect to satisfy or the compliance with which has or could reasonably be expected to
have a material adverse effect.
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6.8
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(a)
It is not the target of economic sanctions administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury, the U.S. Department of State, the United
Nations Security Council, the European Union, Her Majesty’s Treasury or Singapore
(“Sanctions”), including by being listed on the Specially Designated Nationals
and Blocked Persons (SDN) List maintained by OFAC or any other Sanctions list maintained
by one of the foregoing governmental authorities, directly or indirectly owned or controlled
by one or more SDNs or other Persons included on any other Sanctions list, or located,
organized or resident in a country or territory that is the target of Sanctions, and
(b) the purchase of the Product(s) will not violate any Sanctions or import and export
control related laws and regulations.
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6.9
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All
information supplied by the Party B is and shall be true and correct, and the information
does not contain and will not contain any statement that is false or misleading.
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7.
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Miscellaneous
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7.1
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Effective
Date and Validity Period
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(1)
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The
effective date of this Agreement shall be the date when Party A has received the full
Advance Payment paid by Party B. Both Parties agree and confirm that Party B shall pay
Party A all the Advance Payment within [7] days after this Agreement is duly signed.
Failing that, this Agreement shall not take effect.
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(2)
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The
validity period of this Agreement is calculated as follows: Delivery Period provided
in Article 2.2 + 240 days. For example, if the Delivery Period provided in this Agreement
is 120 days, then the validity period of this Agreement is 360 days.
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(3)
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Nevertheless,
this Agreement shall be automatically terminated when no Advance Payment left during
the validity period of this Agreement.
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7.2
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Parties
agree that, except as otherwise agreed in this Agreement, neither Party may terminate
this Agreement in advance. Before the termination of this Agreement, Party B shall not
request Party A to return any payment paid by Party B.
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7.3
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The
Party B acknowledges and agrees that the Product(s) in this Agreement are subject to
the export control laws and regulations of all related countries, including but not limited
to the Export Administration Regulations (“EAR”) of the United States. Without
limiting the foregoing, the Party B shall not, without receiving the proper licenses
or license exceptions from all related governmental authorities, including but not limited
to the U.S. Bureau of Industry and Security, distribute, re-distribute, export, re-export,
or transfer any Product(s) subject to this Agreement either directly or indirectly, to
any national of any country identified in Country Groups D:1 or E:1 as defined in the
EARs. In addition, the Product(s) under this Agreement may not be exported, re-exported,
or transferred to (a) any person or entity listed on the “Entity List”, “Denied
Persons List” or the SDN List as such lists are maintained by the U.S. Government,
or (b) an end-user engaged in activities related to weapons of mass destruction. Such
activities include but are not necessarily limited to activities related to: (1) the
design, development, production, or use of nuclear materials, nuclear facilities, or
nuclear weapons; (2) the design, development, production, or use of missiles or support
of missiles projects; and (3) the design, development, production, or use of chemical
or biological weapons. The Party B further agrees that it will not do any of the foregoing
in violation of any restriction, law, or regulation of the European Union or an individual
EU member state that imposes on an exporter a burden equivalent to or greater than that
imposed by the U.S. Bureau of Industry and Security.
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7.4
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All
information concerning this Agreement and matters pertaining to or derived from the provision
of Products pursuant to this Agreement between the Parties, whether in oral or written
form, or in the form of drawings, computer programs or other, as well as all data derived
therefrom (“
Confidential Information
”), shall be deemed to be confidential
and, as such, may not be divulged to any unauthorized person. Party B undertakes and
agrees to take all reasonable and practicable steps to ensure and protect the confidentiality
of the Confidential Information which cannot be passed, sold, traded, published or disclosed
to any unauthorized person. This Article 7.4 shall be effective when this Agreement is
duly signed and survive after termination of this Agreement.
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7.5
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This
Agreement shall be solely governed by and construed in accordance with the laws of Singapore.
Any dispute, controversy, difference or claim arising out of or relating to this Agreement,
including the existence, validity, interpretation, performance, breach or termination
hereof or any dispute regarding non-contractual obligations arising out of or relating
to this Agreement shall be referred to and finally resolved by arbitration administered
by the Singapore International Arbitration Centre (SIAC) under the SIAC Administered
Arbitration Rules in force when the notice of arbitration is submitted. The law of this
arbitration clause shall be Singapore law. The seat of arbitration shall be Singapore.
The arbitration proceedings shall be conducted in English. The number of arbitrators
shall be three unless otherwise subsequently agreed in writing by the Parties.
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7.6
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This
Agreement may be executed in one or more counterparts, each of which will be deemed to
be an original copy of this Agreement, and all of which, when taken together, will be
deemed to constitute one and the same agreement. The facsimile, email or other electronically
delivered signatures of the Parties shall be deemed to constitute original signatures,
and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.
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(
The
rest part of the page is intentionally left in blank
)
(below
is the Signature page of this Purchase Agreement)
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Signed
for and on behalf of Party A
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Bitmaintech
Pte. Ltd.
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Signature
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/s/
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Title
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Signed
for and on behalf of the Party B
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MGT
CAPITAL INVESTMENTS, INC.
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Signature:
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/s/
Robert Ladd
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Title:
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President
and CEO
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MGT
Capital Orders 1,100 Next Generation Bitmain Miners
DURHAM,
NC, July 18, 2019 /PRNewswire/ —
MGT Capital Investments, Inc
. (OTCQB: MGTI) today provided the following update
to investors.
On
July 16, 2019, MGT ordered 1,100 Bitmain S17 Antminers from Bitmain, expected to ship from Malaysia in October 2019 without Chinese
tariffs. Each miner is rated at a maximum 56 Th/s, allowing for over 60 Ph/s in computing strength. Each miner uses 2,860 W of
electricity per hour, allowing for much greater efficiency compared to the Company’s current inventory of Bitmain S9 miners.
The total load capacity should slightly exceed 3.1 MW and is expected to be accommodated in LaFayette, GA.
About
MGT Capital Investments, Inc.
MGT
Capital Investments, Inc. (OTCQB: MGTI) is a U.S.- based Bitcoin miner with operations at hosted facilities in Colorado and Ohio.
The Company has begun construction of an owned facility in Georgia as it pursues an expansion model to secure low cost power and
grow its crypto assets.
For
more information on the Company, please visit:
https://mgtci.com
Forward–looking
Statements
This
press release contains forward–looking statements. The words or phrases “would be,” “will allow,”
“intends to,” “will likely result,” “are expected to,” “will continue,” “is
anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward–looking
statements.” All information set forth in this news release, except historical and factual information, represents forward–looking
statements. This includes all statements about the Company’s plans, beliefs, estimates and expectations. These statements
are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements. These risks and uncertainties include issues related to: rapidly
changing technology and evolving standards in the crypto mining industry; the ability to obtain sufficient funding to continue
operations, maintain adequate cash flow and execute its business strategy; volatility in the Bitcoin market; and other factors
set forth in the Company’s most recently filed annual report and registration statement. Readers are cautioned not to place
undue reliance on these forward–looking statements, which reflect management’s analysis only as of the date hereof.
The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances
that arise after the date hereof. Readers should carefully review the risks and uncertainties described in other documents that
the Company files from time to time with the U.S. Securities and Exchange Commission.
MGT Capital Investments, Inc. provides
no assurance regarding the actual outcome of the events contemplated by any forward-looking statements included in this release.
Investor
and Media Contact:
Robert
Lowrey
Chief
Financial Officer
rlowrey@mgtci.com
919-378-1788