Form POS AM - Post-Effective amendments for registration statement
December 22 2023 - 4:30PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 22, 2023.
File
Nos. 333-182298
333-185214
333-207113
333-225589
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 4 to
Registration
Statement on Form S-3 (Registration No. 333-182298);
Post-Effective
Amendment No. 3 to
Registration
Statement on Form S-3 (Registration No. 333-185214);
Post-Effective
Amendment No. 1 to
Registration
Statement on Form S-3 (Registration No. 333-207113); and
Post-Effective
Amendment No. 3 to
Registration
Statement on Form S-3 (Registration No. 333-225589)
UNDER
THE
SECURITIES ACT OF 1933
MGT
CAPITAL INVESTMENTS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
13-4148725 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
512
S. Mangum Street, Suite 408, Durham, NC 27701
(Address
of Principal Executive Offices) (Zip Code)
Robert
Ladd, President
MGT
Capital Investments, Inc.
512
S. Mangum Street, Suite 408
Durham,
NC 27701
(Name
and address of agent for service)
(914)
630-7430
(Telephone
number, including area code, of agent for service)
Copy
to:
Michael
Harris, Esq.
Nason,
Yeager, Gerson, Harris & Fumero, P.A.
3001
PGA Boulevard, Suite 305
Palm
Beach Gardens, Florida 33410
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 (Check one):
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
|
|
|
|
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
|
|
|
|
Emerging
growth company |
☐ |
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 Securities Act. ☐
EXPLANATORY
NOTE
MGT
Capital Investments, Inc. (the “Registrant”) is filing this post-effective amendment (this “Post-Effective Amendment”)
to amend the following registration statements (the “Registration Statements”) and deregister any and all securities registered
but unsold or otherwise unissued under each such Registration Statement as of the date hereof: (i) the Registration Statement on Form
S-3 (File No. 333-182298), which was filed on June 22, 2012, as amended, relating to offers and sales of the Registrant’s securities,
(ii) the Registration Statement on Form S-3 (File No. 333-185214), which was filed on November 30, 2012, as amended, relating to offers
and sales of the Registrant’s securities, and (iii) the Registration Statement on Form S-3 (File No. 333-207113), which
was filed on September 15, 2014, relating to offers and sales of the Registrant’s securities, and (iv) the Registration Statement
on Form S-3 (File No. 333-225589), which was filed on June 13, 2018, as amended, relating to offers and sales of the Registrant’s
securities. The Registrant and the individuals identified in the Registration Statements as selling stockholders are no longer offering
the Registrant’s securities covered by the Registration Statements, and such offerings are therefore terminated.
This
Post-Effective Amendment is being filed in order to deregister any securities registered that remain unsold or otherwise unissued that
were registered on the Registration Statements, and to terminate the Registration Statements as to such securities. In accordance with
an undertaking made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment,
any of the securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration all of
the securities registered under the Registration Statements which remain unsold or otherwise unissued under the Registration Statements
as of the date of this Post-Effective Amendment.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing this Post-Effective Amendment and has duly caused this Post-Effective Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Durham, North Carolina, on this 22nd day of December, 2023.
|
MGT
CAPITAL INVESTMENTS, INC. |
|
|
|
By:
|
/s/
Robert B. Ladd |
|
|
Robert
B. Ladd |
|
|
Chief
Executive Officer and Acting Chief Financial Officer |
Pursuant
to the requirements of the Securities Act, this Post-Effective Amendment has been signed below by the following persons in the capacities
and on the dates indicated.
|
By:
|
/s/
Robert B. Ladd |
|
|
Robert
B. Ladd |
|
|
Chief
Executive Officer, Acting Chief Financial Officer and Director (Principal Executive Officer, Principal Financial and Accounting Officer) |
|
By:
|
/s/
Michael Onghai |
|
|
Michael
Onghai |
|
|
Director |
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