Mgt Capital Investments, Inc 8-K, filed Mar 16, 2020

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM8-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): March 16, 2020

MGTCapital Investments, Inc.

512 S. Magnum Street, Suite 408, Durham, NC

(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:

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. [  ]

Item3.02. Unregistered Sales of Equity Securities.

On February 13, 2020 and March 16, 2020, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, issued 15,037,594 and 17,709,563 shares of the Company’s common stock, par value $.001 (the “Common Stock”), respectively, to Iliad Research and Trading, L.P., a Utah limited partnership, in connection with the conversion of $200,000 and $150,000 in principal amounts under that certain Promissory Note dated June 1, 2018, as amended, in the original principal amount of $3,600,000. Following these conversions, the outstanding principal balance of this Note stands at $578,796.

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 March 16, 2020, the Company has 446,448,445 shares of Common Stock outstanding.

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.