MGTI 8-K
Mgt Capital Investments, Inc. (MGTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
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| ( | ||||
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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:
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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 | ||