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Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
Source: Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(5)
Registration No. 333-225589
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 23, 2018)
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17,500,000 Shares of Common Stock
200 Shares of Series C Preferred Stock
100,000,000 Shares of Common Stock issuable upon conversion of Series C Preferred Stock
MGT Capital Investments, Inc. (the “Company”) is offering 17,500,000 shares of our common stock at an offering price of $0.03 per share, and 200 shares of our Series C Preferred Stock at an offering price of $10,000 per share (the “Stated Value”), pursuant to this prospectus supplement and securities purchase agreements between us and investors. Our aggregate gross proceeds from the sale of the securities, assuming all securities offered herein will be sold, will be $2,525,000, prior to expenses. On April 12, 2019, we entered into a purchase agreement (the “Common Stock SPA”) with Iliad Research and Trading, L.P. (“Iliad”), a Utah limited partnership, pursuant to which Iliad purchased 17,500,000 shares of our common stock at a per share price of $0.03 on April 15, 2019. In addition, the Company and Chicago Venture Partners, L.P. (“Chicago Venture”), a Utah limited partnership and an affiliate of Iliad, entered into a securities purchase agreement (the “CV Preferred Stock SPA”) dated April 12, 2019, pursuant to which the Company sold 150 shares of Series C Preferred Stock to Chicago Venture for consideration of $1,500,000 on April 15, 2019. On April 15, 2019, we entered into two preferred stock purchase agreements with two unrelated individual accredited investors, one of whom has purchased 25 shares of Series C Preferred Stock for a total purchase price of $250,000 and the other of whom shall purchase 15 shares of Series C Preferred Stock at the Stated Value per share.
The Series C Preferred Stock will have a stated value of $10,000 per share and will be convertible into shares of our common stock in an amount determined by dividing the Stated Value being converted by the conversion price. The conversion price will be equal to the lower of (i) $0.05 (subject to adjustment for stock splits, stock dividends, and similar transactions) or (ii) 70% of the lowest trading price of the common stock for the 10 days prior to the conversion date. This prospectus also includes the shares of common stock that may be issuable upon conversion of the Series C Preferred Stock.
Our common stock is listed on the OTCQB under the symbol “MGTI.” On April 12, 2019, the last reported sale price of our common stock on the OTCQB was $0.07 per share.
There is no established trading market for the Series C Preferred Stock, and we do not expect a trading market to develop. We do not intend to list the Series C Preferred Stock on any securities exchange or other trading market. Without an active trading market, the liquidity of the Series C Preferred Stock will be limited.
