Attached files
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EX-99.1 - EXHIBIT 99.1 - MGT CAPITAL INVESTMENTS, INC. | v374083_ex99-1.htm |
EX-10.1 - EXHIBIT 10.1 - MGT CAPITAL INVESTMENTS, INC. | v374083_ex10-1.htm |
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) April 1, 2014
MGT Capital Investments, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-26886 | 13-4148725 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528
(Address of principal executive offices, including zip code)
(914) 630-7431
(Registrant's telephone 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 1.01 | Entry into a Material Definitive Agreement |
Effective April 1, 2014, MGT Capital Investments (the “Company”) entered into an Asset Purchase Agreement (the “Agreement’) by and among the Company, CardRunners Gaming, Inc. (“CRG”), and certain key shareholders of CRG. The Agreement provides for the Company’s purchase of all of the business assets and intellectual property related to the daily fantasy sports website draftday.com.
The purchase price under the Agreement is $600,000 in cash and 95,166 shares of the Company’s common stock, of which 47,583 shares will be placed in escrow for 6 months in order to support certain indemnification obligations of CRG under the terms of the Agreement.
On April 7, 2014, the Company closed the acquisition contemplated by the Agreement with CRG. The Company does not believe the transaction constitutes a Significant Acquisition from an accounting perspective.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to Exhibit 10.1, annexed hereto.
Item 7.01 | Regulation FD Disclosure |
On April 1, 2014, the Company issued a press release (the “Release”) relating to the transaction contemplated by the Agreement. A copy of the Release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.
The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) 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.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. 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. 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. |
Exhibit No. | Description | |
10.1 |
Asset Purchase Agreement by and between the Company and CardRunners Gaming, Inc. effective April 1, 2014 | |
99.1 | Press Release dated April 1, 2014 |
SIGNATURES
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 thereunto duly authorized.
Dated: April 7, 2014
MGT Capital Investments, Inc. | |||
By: | /s/ Robert B. Ladd | ||
Name: | Robert B. Ladd | ||
Title: | President and Chief Executive Officer |