SECURITIES AND EXCHANGE
WASHINGTON, D.C. 20549
Amendment No. 1 to
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) November 8, 2012
MGT Capital Investments, Inc.
(Exact name of registrant as specified in
|(State or other jurisdiction of incorporation)
||(Commission File Number)
||(IRS Employer Identification No.)|
500 Mamaroneck Avenue, Suite 204, Harrison,
(Address of principal executive offices,
including zip code)
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 3.02||UNREGISTERED SALES OF SECURITIES|
On October 26, 2012, MGT Capital Investments,
Inc. (the “Company”) disclosed on a current report on Form 8-K filed on such date that it had entered into a
subscription agreement (the “Agreement”) with the investors signatory thereto (the “Investors”)
on October 22, 2012.
Pursuant to the Agreement, the Investors
agreed to purchase (the “Offering”) 1,380,362 units, at $3.26 per unit, each unit consisting of one share of
6% Series A Cumulative Convertible Preferred Stock (the “Preferred Shares”) convertible into one share of common
stock of the Company (the “Common Stock”) and a five-year warrant (the “Warrant”) to purchase
up to such number of shares of Common Stock as shall be equal to 200% of the number of shares of Common Stock the Preferred Shares
are convertible into that such Investor purchased in the offering at a per share exercise price of $3.85.
The offering and issuance of the Preferred
Shares closed on November 2, 2012.
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: November 8, 2012
||MGT Capital Investments, Inc.
||/s/ Robert B. Ladd
||Robert B. Ladd
||President and Chief Executive Officer|