Monday, August 28, 2017 8:26:52 PM
8K
On August 22, 2017, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, MGT Mining Two, Inc. (the “Mining Sub”), a Delaware corporation and subsidiary of the Company, and UAHC Ventures LLC (“UAHC”), a Nevada limited liability company, entered into a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Company issued and sold to UAHC a secured convertible promissory note (the “Note”) in the original principal amount (the “Original Principal Amount”) of $2,410,000, with an original issuance discount (the “OID”) of $400,000 and legal and accounting expenses of $10,000 (the “Transaction Expense Amount”), and a warrant (the “Warrant”) to purchase shares of common stock of the Company, par value $0.001 per share. In accordance with the Securities Purchase Agreement, UAHC shall fund the Company and Mining Sub (together the “Borrowers”) the purchase price (the “Purchase Price”) in an amount of $2,000,000, which equals deducting the OID and Transaction Expense Amount from the Original Principal Amount. A copy of the Securities Purchase Agreement is attached herein as Exhibit 10.1.
On August 18, 2017, in connection with the Securities Purchase Agreement, the Borrowers executed the Note, promising to pay UAHC the Original Principal Amount and all amounts of accrued and unpaid interest on the outstanding balance on the date that is twenty-four (24) months from when UAHC transfers the Purchase Price to the Borrowers (the “Purchase Price Date”). The Note is secured with all assets of the Mining Sub, currently owned and later acquired, and the Company’s three thousand (3,000) shares of common stock of the Mining Sub. The Note bears an interest rate of ten per cent (10%) per annum, beginning to accrue from the Purchase Price Date, provided that at any time on or after the occurrence of an Event of Default, the interest rate shall be adjusted to twenty-two per cent (22%) per annum.
Subject to the terms and conditions set forth in the Note, the Borrowers may prepay all or any portion of the outstanding balance of the Note in cash of an amount equal to 125% multiplied by the elected prepayment amount of the Note. At any time beginning on the Purchase Price Date until the outstanding balance of the Note has been paid in full, UAHC may, at its option, convert all or any portion of the outstanding balance of the Note into shares of common stock of the Company on a cashless basis at a price of $1.05 per share (the “Lender Conversion Price”), as adjusted from time to time depending on the circumstances as defined in the Note. In addition, beginning from three (3) months after the Purchase Price Date, UAHC has the right to redeem a portion of the outstanding balance of the Note in any amount that is less than $160,000 (the “Maximum Monthly Redemption Amount”), in cash or with consent of the Borrower, by converting such Redemption Amount into shares of the Company’s common stock at a per share price that is the lower of the Lender Conversion Price and the price that is sixty-five percent (65%) of the average of the lowest intra-day trade price of the common stock during the thirty (30) Trading Days immediately preceding the applicable conversion. A copy of the Note is attached herein as Exhibit 10.2.
In connection with the issuance of the Note, on August 18, 2017 (the “Issue Date”), the Company also issued to UAHC the Warrant to purchase up to 861,905 shares of common stock of the Company (the “Warrant Shares”) as the number of Warrant Shares may be adjusted in accordance with the terms of the Warrant (the “Warrant”). The Warrant shall be exercisable at a price of $1.05 per share payable in cash from the Issue Date until the five-year anniversary; provided that UAHC may elect to exercise the Warrant on a cashless basis. UAHC may only exercise the Warrant on a cashless basis if the underlying Warrant Shares have not been registered with the Securities and Exchange Commission under any registration statement on or before the date that is six (6) months from the Issue Date. A copy of the Warrant is attached herein as Exhibit 10.3.
On August 22, 2017, the Borrowers and UAHC closed the transactions as described above and UAHC transferred the Purchase Price to the Company.
https://www.sec.gov/Archives/edgar/data/1001601/000149315217009953/form8-k.htm
Recent MGTI News
- Form 8-K - Current report • Edgar (US Regulatory) • 09/05/2024 08:05:35 PM
- Form SC 13D - General statement of acquisition of beneficial ownership • Edgar (US Regulatory) • 05/30/2024 10:00:26 AM
- Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB • Edgar (US Regulatory) • 05/15/2024 09:19:56 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/06/2024 06:17:49 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 02/29/2024 09:30:36 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 02/01/2024 06:21:10 PM
- Form EFFECT - Notice of Effectiveness • Edgar (US Regulatory) • 12/29/2023 05:15:26 AM
- Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments • Edgar (US Regulatory) • 12/22/2023 09:30:32 PM
- Form POS AM - Post-Effective amendments for registration statement • Edgar (US Regulatory) • 12/22/2023 09:30:32 PM
- Form POS AM - Post-Effective amendments for registration statement • Edgar (US Regulatory) • 12/22/2023 09:30:28 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 12/20/2023 01:30:39 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 12/13/2023 04:29:30 PM
Lingerie Fighting Championships Signs Broadcast Deal With Maybacks Global Entertainment • BOTY • Sep 26, 2024 9:00 AM
Maybacks Global Entertainment and Lingerie Fighting Championships Enter Into Broadcast And Revenue Sharing Agreement • AHRO • Sep 26, 2024 8:30 AM
North Bay Resources Commences Operations at Bishop Gold Mill, Inyo County, California; Engages Sabean Group Management Consulting • NBRI • Sep 25, 2024 9:15 AM
CEO David B. Dorwart Anticipates a Bright Future at Good Gaming Inc. Through His Most Recent Shareholder Update • GMER • Sep 25, 2024 8:30 AM
Cannabix Technologies and Omega Laboratories Inc. Advance Marijuana Breathalyzer Technology - Dr. Bruce Goldberger to Present at Society of Forensic Toxicologists Conference • BLOZF • Sep 24, 2024 8:50 AM
Integrated Ventures, Inc Announces Strategic Partnership For GLP-1 (Semaglutide) Procurement Through MedWell USA, LLC. • INTV • Sep 24, 2024 8:45 AM