As
filed with the U.S. Securities and Exchange Commission on June 25, 2020.
Registration
No. 333-231928
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1 to
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MGT
Capital Investments, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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6794
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13-4148725
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(State
or other jurisdiction
of
incorporation)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
Number)
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Robert
Ladd
Chief
Executive Officer and President
MGT
Capital Investments, Inc.
150
Fayetteville Street, Suite 1110
Raleigh,
North Carolina
(914)
630-7430
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert
Ladd
Chief
Executive Officer and President
MGT
Capital Investments, Inc.
150
Fayetteville Street, Suite 1110
Raleigh,
North Carolina
(914)
630-7430
(Name,
address, including zip code, and
telephone
number, including area code, of agent for service)
Copies
to:
Jason
Saltsberg, Esq.
Kenneth
Schlesinger, Esq.
Olshan
Frome Wolosky LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer: [ ]
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Accelerated filer: [ ]
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Non-accelerated filer
[X]
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Smaller reporting company [X]
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Emerging growth company [ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(b) of the Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
Title of Each
Class of Securities
to be Registered
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Amount
to be Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, $0.001 value per share
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76,558,643
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$
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0.048
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$
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3,674,814.86
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$
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445.39
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(1)
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An indeterminate
number of additional shares of common stock shall be issuable pursuant to Rule 416 under the Securities Act of 1933, as amended
(the “Securities Act”) to prevent dilution resulting from stock splits, stock dividends or similar transactions
and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance
with Rule 416.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities
Act of 1933, as amended, based on the last reported sale price of the Registrant’s common stock as reported on the OTC
Markets - OTCQB on June 17, 2019.
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(3)
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The
Registrant previously paid the filing fee.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
DEREGISTRATION
OF SECURITIES
On
June 4, 2019, MGT Capital Investments, Inc., a Delaware corporation (the “Company”), filed a registration statement
on Form S-1 (Registration No. 333- 231928) (the “Registration Statement”), with the U.S. Securities and Exchange Commission,
which was declared effective on June 25, 2019, with respect to a total of 76,558,643 shares of the Company’s common stock,
par value $0.001 per share, pursuant to the terms and conditions of an Equity Purchase Agreement that the Company entered into
with Oasis Capital, LLC on June 3, 2019.
Pursuant
to the undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering, the Company is filing
this Post-Effective Amendment No. 1 to the Registration Statement to terminate the effectiveness of such Registration Statement
and to deregister all of the shares of Common Stock that remain unsold as of the date hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
June 25, 2020
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MGT CAPITAL INVESTMENTS, INC.
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By:
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/s/
Robert B. Ladd
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Name:
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Robert B. Ladd
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Title:
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President and Chief Executive Officer (Principal
Executive Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Robert B. Ladd
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President, Chief Executive Officer and Director
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June 25, 2020
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Robert B. Ladd
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(Principal Executive Officer)
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/s/
Michael Onghai*
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Director
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June 25, 2020
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Michael Onghai
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/s/
Robert S. Lowrey*
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Chief Financial Officer
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June 25, 2020
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Robert S. Lowrey
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(Principal Financial and Accounting Officer)
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*By:
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/s/
Robert B. Ladd
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Robert
B. Ladd
Attorney-in-Fact
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