WASHINGTON, D.C. 20549
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 13, 2013 (November 11, 2013)
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))
On November 11, 2013, MGT Capital Investments,
Inc. (the “Company”) entered into an Agreement and Plan of Reorganization (the “Agreement”) with MGT Capital
Solutions, Inc., a wholly owned subsidiary of the Company, Avcom, Inc. and the shareholders and option holders of Avcom, Inc. (“Avcom”).
Pursuant to the Agreement, the Company will acquire 100% of the capital stock of Avcom. In consideration, the preferred stockholders
of Avcom will receive $550,000 in value of the Company’s common stock and the common stockholders and option holders of Avcom
will receive an aggregate of $1,000,000 in value of the Company’s common stock. The value of the Company’s common stock
is based on the volume weighted average closing price for the 20 trading days prior to signing the Agreement. The Agreement is
subject to NYSE MKT approval.
One half of the issuance
to the Avcom common stockholders and option holders will be placed in escrow and released upon the later of (i) the commercial
release of an agreed upon game or (ii) six (6) months after closing. In addition, the common stockholders may be awarded contingent
consideration of $1,000,000 through the issuance of up to 333,000 of the Company’s common stock in the event that the game
reaches $3,000,000 in gross revenues within 18 months of signing the Agreement. Although the Company is currently evaluating the
accounting treatment of the Agreement, the Company believes that the acquisition will constitute a “Significant Acquisition”
for accounting purposes.
Avcom is a game development
studio producing free to play mobile and social casino-style games. Avcom’s assets include physical and intellectual property
associated with Mobileveg.as and freeawesome.com, as well as a game under development titled “SlotChamp”. Prior to
entering into the Agreement, Avcom had performed certain game development consulting services for the Company for which Avcom received
an aggregate of $90,000 as consideration for such services.
|Item 9.01||Financial Statements and Exhibits
|10.1||Agreement and Plan of Reorganization by and among MGT Capital Investments, Inc., MGT Capital Solutions, Inc., Avcom, Inc. and the shareholders and option holders of Avcom, Inc. dated November 11, 2013.
| || || |
| ||99.1||Press Release, dated November 13, 2013.|
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 13, 2013
||MGT Capital Investments, Inc.|
||/s/ Robert B. Ladd|
|Robert B. Ladd|
President and Chief Executive