MGT Capital Investments, Inc. (OTCMKTS:MGTI) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On March 3, 2017, MGT Capital Investments, Inc. (MGT), a Delaware
corporation, and Future Tense Systems Inc., a Colorado
corporation (Future Tense) entered into the Demonsaw LLC
Membership Interest Purchase Agreement (the Purchase Agreement),
to which Future Tense sold its 46% membership interest in
Demonsaw, LLC (Demonsaw), a Delaware limited liability company,
for 2,000,000 unregistered shares of MGTs common stock. Among the
provisions of the Purchase Agreement, Eric J. Anderson, an
individual, represented that he was the manager of Demonsaw. The
entry into the Purchase Agreement has been disclosed in a Current
Report on Form 8-K filed on March 9, 2017. The foregoing
description of the Purchase Agreement does not purport to be
complete and incorporates by reference to MGTs Current Report on
Form 8-K filed on March 9, 2017.
However, it has come to MGTs attention through social media that
Mr. Eric Anderson has terminated his personal involvement in
Demonsaw and has instead established a company separate from
Demonsaw to pursue the commercialization of the intellectual
property owned by Demonsaw. Furthermore, the current software
platform operated by Demonsaw has been made open source, which
may potentially impair its value.
MGT had been in negotiations with Mr. Anderson for the past
several weeks to create a form of joint venture or partnership to
benefit both parties. As the largest outside member of Demonsaw,
MGT plans to protect its economic interest in Demonsaw in any and
all reasonable and practicable manners and intends to assert its
rights using any and all practicably available remedies and
resources.
The information in this Current Report on Form 8-K furnished to
Item 7.01 shall not be deemed filed for the purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities
of that Section. This information shall not be incorporated by
reference into any registration statement to the Securities Act.
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 8.01 Other Events
On April 3, 2017, MGT together with MGT Cybersecurity, Inc. (MGT
Cybersecurity), a Delaware corporation wholly owned by MGT,
issued a letter to D-Vasive, Inc., a Wyoming corporation
(D-Vasive) and Future Tense, one of the shareholders of D-Vasive,
confirming the termination of the Asset Purchase Agreement (the
APA) dated May 9, 2016, as amended on July 7, 2016, entered into
by and among MGT, D-Vasive, the shareholders of D-Vasive and MGT
Cybersecurity. The termination of the APA was premised on Section
3.4(b) of the APA which states that the APA may be terminated by
either party thereto if the Closing contemplated thereunder did
not occur on or before a specified date and the same is not
otherwise extended by the parties, in writing or otherwise. to
the APA, as amended, MGT would have acquired certain technology
and assets of D-Vasive if the Closing had occurred on the terms
of the APA, as amended.
The foregoing description of the APA does not purport to be
complete and incorporates by reference to MGTs Current Report on
Form 8-K filed on May 9, 2016.
Unless specifically defined herein, the capitalized terms shall
have the meanings as defined in the respective documents therein.
About MGT Capital Investments, Inc. (OTCMKTS:MGTI)
MGT Capital Investments, Inc. (MGT), through its subsidiaries, is engaged in the business of acquiring, developing and monetizing assets in the online and mobile gaming space, as well as the social casino industry. The Company operates through two segments: Gaming and Intellectual Property. MGT’s gaming portfolio includes a social casino platform Slot Champ. It also includes minority stakes in the skill-based gaming platform MGT Play and fantasy sports operator DraftDay Gaming Group, Inc. (DDGG). The Company’s subsidiaries include Medicsight, Inc. (Medicsight), MGT Sports, Inc. (MGT Sports), MGT Studios, Inc. (MGT Studios) and MGT Gaming, Inc. (MGT Gaming). Medicsight owns medical imaging software and has designed an automated carbon dioxide insufflation device on which the Company receives royalties from an international distributor. The software is designed to detect colorectal polyps during a virtual colonoscopy performed using computed tomography. MGT Capital Investments, Inc. (OTCMKTS:MGTI) Recent Trading Information
MGT Capital Investments, Inc. (OTCMKTS:MGTI) closed its last trading session down -0.030 at 0.840 with 98,733 shares trading hands.