Item 1.01 Entry into Material Definitive Agreements.
On December 31, 2019, MGT Capital Investments, Inc. (the "Company"), a Delaware
corporation, and Iliad Research and Trading, L.P., a Utah limited partnership
("Iliad"), entered into a fifth amendment (the "Amendment") to that certain
Promissory Note dated June 1, 2018 (the "June 2018 Note"), in the original
principal amount of $3,600,000.00. Pursuant to the Amendment, Iliad has agreed
to extend the maturity date of the June 2018 Note to July 30, 2020, and the
Company agreed to pay Iliad an extension fee of $84,436, which amount was added
to the outstanding principal balance of the June 2018 Note.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, which will be filed
with the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2019.
Item 3.02. Unregistered Sales of Equity Securities.
On November 30, 2019 and December 30, 2019, the Company issued 13,631,407 and
28,075,970 shares of Common Stock, respectively, to Iliad in connection with the
conversion of $125,000 and $340,000 in principal amounts under the June 2018
Note, with an outstanding principal balance of $928,796, as of December 31,
2019.
In issuing the securities described above, the Company relied upon the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended.
As of December 31, 2019, the Company has 413,701,288 shares of Common Stock
outstanding.
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