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Replies to post #265 on A Chart Testing Ground
05/19/16 6:24 AM
To our Stockholders:
NOTICE IS HEREBY GIVEN that the 2016 Annual Meeting (the “Meeting”) of the stockholders of MGT Capital Investments, Inc., a
Delaware corporation (the “Company”) will be held beginning at 10 a.m. EST on [ ] 2016, at the offices of Sichenzia Ross Friedman Ference
LLP located at 61 Broadway, 32nd Floor, New York, NY 10006 for the following purposes:
1. To elect the five (5) nominees named in the attached proxy statement as directors to be elected for the term provided herein and
until their successors have been elected and qualified;
2. To ratify the appointment of Friedman LLP as the Company’s independent registered certified public accounting firm for the
year ending December 31, 2016;
3. To authorize the issuance of 43,800,000 shares (“Purchase Price Shares”) of Common Stock to certain sellers (“Sellers”) set forth
on the signature page of that certain Asset Purchase Agreement, dated May 9, 2016, as amended July 7, 2016 (the “APA”)(1), a
copy of such amendment is attached as Annex A to this proxy statement pursuant to which the Company shall purchase certain
assets from such Sellers in accordance with NYSE MKT Company Guide Section 712; and
4. To approve the Company’s 2016 Stock Option Plan (the “Plan”) and approve the issuance of 8,000,000 options under the Plan to
certain officers of the Company.
5. To authorize an amendment to the Company’s Restated Certificate of Incorporation to increase the Company’s authorized
common stock from 75,000,000 shares to 250,000,000 shares of common stock.
6. To authorize the Company’s Board of Directors to reduce the ratio of the previously approved reverse stock split from a range of 1–for–8 to 1–for–40 to a ratio of not less than 1–for–2 and to authorize the Board of Directors to extend the implementation of
the previously approved stock split (at a new ratio of not less than 1–for–2) to any time after the Meeting, but before the 2017
annual meeting of stockholders.
7. To ratify the employment agreements for Mr. Robert Ladd and Mr. John McAfee.
8. To authorize amendment of the Company’s Restated Certificate of Incorporation to change its name to be “John McAfee Global
Technologies, Inc.”
9. To transact any other business as may properly come before the meeting or any adjournment or postponement thereof.
(1) The Asset Purchase Agreement dated May 9, 2016 was filed as exhibit 10.1 to our Form 8-K filed on May 9, 2016 and is incorporated
hereto by reference.
