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EX-99.1 - EXHIBIT 99.1 - MGT CAPITAL INVESTMENTS, INC.v382941_ex99-1.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) July 1, 2014 (June 27, 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)
xSoliciting 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 8.01Other Events

 

On July 1, 2014, the Company issued a press release confirming that it had received a notice from Iroquois Master Fund Ltd. announcing its intention to nominate a slate of four directors to stand for election at the Company’s 2014 Annual Meeting of Stockholders. The Company’s Nominating Committee will review and consider the nominations, as well as qualified individuals who may be submitted by other stockholders to serve on the Company’s Board of Directors. A copy of the press release is filed as Exhibit 99.1 hereto, and is incorporated by reference herein.

 

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 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.

 

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits.

 

Exhibit No.   Description
     
99.1   Notice Press Release dated July 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: July 1, 2014

 

  MGT Capital Investments, Inc.
   
   
  By:  /s/ Robert B. Ladd  
  Name:
Title:
Robert B. Ladd
President and Chief Executive Officer