SEC Form 5 · accession 0000930413-16-005536
MGT CAPITAL INVESTMENTS, INC. · MGTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joshua Silverman
Director
Period of report
Dec 31, 2015
Accepted (ET)
Feb 16, 2016 · 4:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001001601
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 Par ValueF1,F2 | Oct 8, 2015 | P$0 | 300,000 | — | A | 1,339,096 | I | By Iroquois Master Fund Ltd. |
| Common Stock, $0.001 Par ValueF3 | holding | — | — | — | 48,738 | I | By Iroquois Capital Management, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common Stock (Right to Buy}F1,F2,F4 | $0.25 | Oct 8, 2015 | P | 600,000 | A | — | Oct 8, 2018 | Common Stock | 600,000 | 600,000 | I |
Explanation of responses
- F1On October 8, 2015, Iroquois Master Fund purchased in a private placement 300,000 units of MGT Capital Investments, Inc. (the "Company") at a purchase price of $0.25 per unit, with each unit consisting of one share of the Company's Common Stock and a three year Warrant to purchase two shares of Common Stock at an initial exercise price of $0.25 per share.
- F2Securities held by Iroquois Master Fund. Iroquois Capital Management LLC, as the investment manager of Iroquois Master Fund, may be deemed to beneficially own the shares of Common Stock held by Iroquois Master Fund. Mr. Silverman, as a managing member of Iroquois, may be deemed to beneficially own the shares of Common Stock beneficially owned by Iroquois Master Fund. Mr. Silverman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F3Shares of Common Stock held by Iroquois. Mr. Silverman, as a managing member of Iroquois, may be deemed to beneficially own the shares of Common Stock beneficially owned by Iroquois. Mr. Silverman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F4The Warrants are exercisable on the earlier of (i) one year from the date of issue (October 8, 2016) or (ii) the occurrence of certain corporate events, including a private or public financing, subject to approval of the lead investor, in which the Company receives gross proceeds of at least $7,500,000. The Company is prohibited from effecting an exercise of any Warrant to the extent that, as a result of any such exercise, the holder would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Warrant.