UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10–K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2020
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
Commission File Number 001-32698
MGT CAPITAL INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
150 Fayetteville Street, Suite 1110
Raleigh, NC
(Address of principal executive offices)
13–4148725
(I.R.S. Employer
Identification No.)
27601
(Zip Code)
(914) 630–7430
(Registrant’s telephone number, including area code)
Securities registered under section 12(b) of the Act:
Not applicable
Securities registered under section 12(g) of the Act:
common stock, par value $.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No
[X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirement for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes [X] No [ ]
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See 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 [ ]
Non-accelerated filer [ ]
Emerging growth company [ ]
Accelerated filer [ ]
Smaller reporting company [X]
If an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of June 30, 2020, the last day of the registrant’s most recently completed second fiscal quarter; the aggregate market value of the
registrant’s common stock held by non–affiliates of the registrant was approximately $7,578,370.
As of April 14, 2021, the registrant had outstanding 536,649,910 shares of common stock, $0.001 par value.
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDIARY
INDEX
($ in thousands, except share and per–share amounts)
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer’s Purchases Of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Item 16. Form 10–K Summary.
SIGNATURES
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and other written and oral statements made from time to time by us may contain forward-
looking statements. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,”
“projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly
to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development
programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ
from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and
uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future
results may vary materially.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the
risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results,
levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:
● The uncertainty of profitability based upon our history of losses;
● Risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
and
● Other risks and uncertainties related to our business plan and business strategy.
This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors
should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking
statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no
obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the
United States we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Information regarding market and industry statistics contained in this Annual Report on Form 10-K is included based on
information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for
purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources. Forecasts and other
forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties
accompanying any estimates of future market size, revenue and market acceptance of products and services. As a result, investors
should not place undue reliance on these forward-looking statements.
As used in this annual report, the terms “we”, “us”, “our”, “MGT” and the “Company” mean MGT Capital Investments, Inc.
and its subsidiary, unless otherwise indicated.
All dollar amounts set forth in this Annual Report as of and for the year ended December 31, 2020 on this Form 10–K are in
thousands, except per–share amounts.
3
Item 1. Business
PART I
The Company is a Delaware corporation that was incorporated in 2000. MGT was originally incorporated in Utah in 1977.
MGT is comprised of the parent company and its wholly owned subsidiary MGT Sweden AB. MGT’s corporate office is in Raleigh,
North Carolina.
Cryptocurrency Mining Business
Industry Summary
Bitcoin is a world–recognized cryptocurrency, which can be traded and converted into major fiat currencies on cryptocurrency
exchanges. Cryptocurrencies are a medium of exchange that are transacted through and recorded on a decentralized distributed ledger
system, called the “Blockchain.” The Blockchain is built by a chronological addition of transactions, which are grouped into blocks.
Each new block requires a mathematical problem to be solved before it can be confirmed and added to the Blockchain. The processing
power used to solve these mathematical problems is measured by Hash Rate or Hashes per second (“H/s”). The complexity of these
problems, also referred to as mining difficulty, increases with the network’s growing Hash Rate.
Bitcoin mining entails solving these complex mathematical problems using custom designed and programmed application-
specific integrated circuit (“ASIC”) computers (also referred to as “miners”). Bitcoin miners perform a vital function on the Bitcoin
Blockchain network, by performing these calculations and adding transaction blocks to the Blockchain ledger. When a miner is
successful in adding a block to the Blockchain, it is rewarded with a fixed number of Bitcoin; a miner can also be compensated by
network transaction fees.
Additional information about Bitcoin, Blockchain and cryptocurrencies can be found on publicly available educational
sources such as www.Bitcoin.org.
Our Operations
Cryptocurrency mining
Following a review of its Bitcoin mining operations in early 2019, we determined to consolidate our activities in a Company-
owned and managed facility. Central to this strategy was the purchase of land in LaFayette, GA and the entry into a favorable contract
for electricity in the second quarter of 2019. Located adjacent to a utility substation, the several acre property has access to over 20
megawatts (MW) of low-cost power.
The Company owned approximately 669 and 649 Antminer S17 Pro Bitcoin miners located in LaFayette, GA as of December
31, 2020 and April 15, 2021, respectively. All miners were purchased from Bitmaintech Pte. Ltd., a Singapore limited company
(“Bitmain”), and are collectively rated at approximately 30 Ph/s in computing power. Bitmain has acknowledged manufacturing
defects, combined with inadequate repair facilities, rendering approximately one half of our miners in need of repair or replacement.
The Company’s miners are housed in three modified shipping containers. The Company’s current electrical load is estimated at under
1.0 MW. The entire facility, including the land, two 2500 KVA 3-phase transformers, the mining containers, and miners, are owned by
MGT. As the Company is presently using only a portion of the built-out available electrical load, it is exploring ways to grow and
maintain its current operations including but not limited to further equipment sales, leasing space to other Bitcoin miners, and raising
capital to acquire newest generation miners.
Prior to establishing our Company-owned and managed facility, we conducted our Bitcoin mining operations through third-
party hosting arrangements. We also entered into management agreements with third party investors whereby the investors purchased
the mining hardware, and we received both a fee to manage the mining operations plus one-half of the net operating profit. In March
2019, we entered into a settlement agreement to terminate our hosting agreement in Washington and conveyed ownership of its onsite
mining assets for full satisfaction of $77 in outstanding hosting service fees. In August and September 2019, we terminated all our
management agreements with third party investors, and in December 2019, we terminated our final remaining hosting arrangements in
Colorado and Ohio.
Bitcoin And Blockchain Overview
A Bitcoin is one type of a digital asset that is issued by, and transmitted through, an open source, math-based protocol
platform using cryptographic security (the “Bitcoin Network”). The Bitcoin Network is an online, peer-to-peer user network that hosts
the public Blockchain transaction ledger and the source code that comprises the basis for the cryptography and math-based protocols
governing the Bitcoin Network. No single entity owns or operates the Bitcoin Network, the infrastructure of which is collectively
maintained by a decentralized user base. Bitcoin can be used to pay for goods and services or can be converted to fiat currencies, such
as the US Dollar, at rates determined on Bitcoin exchanges or in individual peer to peer end-user-to-end-user transactions.
Bitcoins are “stored” or reflected on the Blockchain in a decentralized manner on the computers of each Bitcoin Network user.
The Blockchain records the transaction history of all Bitcoin in existence and, through the transparent reporting of transactions, allows
the Bitcoin Network to verify the association of each Bitcoin with the digital wallet that owns it. The Bitcoin Network and Bitcoin
software programs can interpret the Blockchain to determine the exact Bitcoin balance, if any, of any digital wallet listed in the
Blockchain as having taken part in a transaction on the Bitcoin Network.
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The Bitcoin Network, being decentralized, does not rely on either governmental authorities or financial institutions to create,
transmit or determine the value of Bitcoin. Rather, Bitcoin are created and allocated by the Bitcoin Network protocol through a
“mining” process subject to a strict, well-known issuance schedule. The value of Bitcoin is determined by the supply and demand of
Bitcoin in the Bitcoin exchange market (and in private peer to peer transactions), as well as the number of merchants that accept it. As
Bitcoin transactions can be broadcast to the Bitcoin Network by any user’s Bitcoin software and Bitcoin can be transferred without the
involvement of intermediaries or third parties, there are only minor transaction costs in direct peer-to-peer transactions on the Bitcoin
Network. Third party service providers such as Bitcoin exchanges and third party payment processing services may charge significant
fees for processing transactions and for converting, or facilitating the conversion of, Bitcoin to or from fiat currency.
Miners dedicate substantial resources to mining. Given the increasing difficulty of the target established by the Bitcoin
Network, miners must continually invest in expensive mining hardware to achieve adequate processing power to hash at a competitive
rate.
Bitcoin is an example of a digital asset that is not a fiat currency (i.e., a currency that is backed by a central bank or a national,
supra-national or quasi-national organization) and are not backed by hard assets or other credit. As a result, the value of Bitcoin is
determined by the value that various market participants place on Bitcoin through their transactions.
The supply of Bitcoin is finite. Once 21 million Bitcoin are generated, the network will stop producing more. Currently, there
are approximately 19 million Bitcoin in circulation, or 90% of the total supply of Bitcoin. Within the Bitcoin protocol is an event
referred to as Bitcoin halving (“Halving”) where the Bitcoin provided upon mining a block is reduced by 50%. Halvings are scheduled
to occur once every 210,000 blocks, or roughly every four years, until the maximum supply of 21 million Bitcoin is reached. The most
recent Halving occurred in May 2020, with a revised reward payout of 6.25 Bitcoin per block.
Given a stable hash rate, a Halving reduces the number of new Bitcoin being generated by the network. While the effect is to
limit the supply of new coins, it has no impact on the quantity of total Bitcoin outstanding. As a result, the price of Bitcoin could rise or
fall based on overall investor and consumer demand. Should the price of Bitcoin remain unchanged after the next Halving, the
Company’s revenue would be reduced by 50%, with a much larger negative impact to profit.
The cryptocurrency markets have grown rapidly in both popularity and market size. These markets are local, national and
international and include an ever-broadening range of products and participants. The United States Securities and Exchange
Commission (the “SEC”), and other governmental agencies around the world, are evaluating the cryptocurrency markets and are likely
to institute new rules and regulations within this market to protect investors and such regulations could result in the restriction of the
acquisition, ownership, holding, selling, use or trading of our common stock.
Strategy
MGT’s strategy is to oversee the operation of its Bitcoin miners in La Fayette, Georgia. The Company’s immediate focus is to
grow free cash flow, with a longer-term objective to expand its mining operation.
Competition
Our industry is extremely new and subject to rapid change and constant innovation. We face significant competition, including
from companies that have entered this space much earlier than us and are better capitalized, with vertically integrated business models.
Some of these companies are our suppliers. We compete to attract, engage, and retain personnel, educated and skilled in the Blockchain
and cryptocurrency mining space.
We compete with vertically integrated companies such as Bitfury Group Limited and Bitmain Technologies LTD that engage
in both the design and distribution of mining machines, as well as cryptocurrency mining. We also compete with many other companies
that are engaged in cryptocurrency mining, some of which may have lower operating costs or cost of capital than MGT.
Employees
Currently, the Company and its subsidiary have 2 full–time employees. None of our employees are represented by a union and
we believe our relationships with our employees are good.
Available Information
MGT maintains a website at www.mgtci.com. The Company makes available free of charge our annual reports on Form 10–
K, quarterly reports on Form 10–Q and current reports on Form 8–K, including any amendments to the foregoing reports, as soon as is
reasonably practicable after such material is electronically filed with, or furnished to, the SEC. These materials along with our Code of
Business Conduct and Ethics are also available through our corporate website at www.mgtci.com. A copy of this Annual Report is
located at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public
Reference Room can be obtained by calling the SEC at 1–800–SEC–0330. The public may also download these materials from the
SEC’s website at http://www.sec.gov. Any amendments to, and waivers of, our Code of Business Conduct and Ethics will be posted on
our corporate website. The Company is not including the information contained at mgtci.com as a part of this Annual Report.
5
Item 1A. Risk Factors
Discussion of our business and operations included in this Annual Report should be read together with the risk factors set
forth below. They describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties,
together with other factors described elsewhere in this report, have the potential to affect our business, financial condition, results of
operations, cash flows, strategies or prospects in a material and adverse manner. New risks may emerge at any time, and we cannot
predict those risks or estimate the extent to which they may affect our financial performance. Each of the risks described below could
adversely impact the value of our securities. These statements, like all statements in this report, speak only as of the date of this Annual
Report (unless another date is indicated), and we undertake no obligation to update or revise the statements in light of future
developments.
The Company generates limited revenue from operations upon which an evaluation of our prospects can be made. The
Company’s prospects must be considered keeping in mind the risks, expenses and difficulties frequently encountered in the
establishment of a new business in a constantly changing industry. There can be no assurance that the Company will be able to achieve
profitable operations in the foreseeable future, if at all.
The Company has identified several specific risk areas that may affect our operations and results in the future:
Risks Related to Our Business
We have had limited commercial results and revenues, and we may be required to curtail operations if adequate funds are
not available to us.
Our commercial results have been limited. Historically, the Company has not generated significant revenues to fund its
operations, and the Company cannot be certain that revenues will be sufficient to fund operations for the foreseeable future. The
Company’s primary source of operating funds since inception has been debt and equity financings. The Company has also earned a
limited amount of revenue through its Bitcoin operations. At December 31, 2020, MGT’s cash and cash equivalents were
approximately $236.
The Company may raise additional capital, either through debt or equity financings, in order to achieve its business plan
objectives. Management believes that it can be successful in obtaining additional capital; however, no assurance can be provided that
the Company will be able to do so. There is no assurance, moreover, that any funds raised will be sufficient to enable the Company to
attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to
curtail its operations and implement a plan to extend payables or reduce overhead until sufficient additional capital is raised to support
further operations. The Company may also attempt to obtain funds through entering into arrangements with collaborative partners or
others that may require the Company to relinquish rights to certain of our technologies or products that the Company would not
otherwise relinquish. There can be no assurance that any such plan will be successful.
The Company’s consolidated financial statements have been prepared on a going concern basis, and do not include
adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had
incurred significant operating losses since inception, and continues to generate losses from operations, and has an accumulated deficit
of $418,389. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated
financial statements incorporated in this Annual Report do not include any adjustments relating to the recoverability and classification
of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going
concern.
The further development and acceptance of Bitcoin and other cryptographic and algorithmic protocols governing the
issuance of transactions in Bitcoin and other digital currencies, which represent a new and rapidly changing industry, are subject
to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of Bitcoin may
adversely affect our results of operations.
The use of digital currencies such as Bitcoin to, among other things, buy and sell goods and services, and the acquisition of
digital currencies as an investment, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-
generated mathematical and/or cryptographic protocol. Bitcoin is a prominent, but not a unique part of this industry. The growth of this
industry in general, and Bitcoin in particular, is subject to a high degree of uncertainty. The factors affecting the further development of
this industry, include, but are not limited to:
● continued worldwide growth in the adoption and use of Bitcoin and other digital currencies;
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● government and quasi-government regulation of Bitcoin and other digital assets and their use, or restrictions on or
regulation of access to and operation of the Bitcoin network or similar digital asset systems;
● changes in consumer demographics and public tastes and preferences;
● the maintenance and development of the open-source software protocol of the Bitcoin network;
● the availability and popularity of other forms or methods of buying and selling goods and services, including new
means of using fiat currencies;
● general economic conditions and the regulatory environment relating to digital assets; and
● negative consumer perception of Bitcoin specifically and cryptocurrencies generally.
A decline in the popularity or acceptance of Bitcoin may adversely affect our results of operations.
The supply of Bitcoin is limited, and production of Bitcoin is negatively impacted by the Bitcoin halving protocol expected every
four years.
The supply of Bitcoin is finite. Once 21 million Bitcoin are generated, the network will stop producing more. Currently, there
are approximately 19 million Bitcoin in circulation, or 90% of the total supply of Bitcoin. Within the Bitcoin protocol is an event
referred to as Halving where the Bitcoin reward provided upon mining a block is reduced by 50%. Halvings are scheduled to occur
once every 210,000 blocks, or roughly every four years, with the latest Halving having occurred in May 2020, with a revised payout of
6.25 Bitcoin per block.
Given a stable hash rate, a Halving reduces the number of new Bitcoin being generated by the network. While the effect is to
limit the supply of new coins, it has no impact on the quantity of total Bitcoin outstanding. As a result, the price of Bitcoin could rise or
fall based on overall investor and consumer demand. Should the price of Bitcoin remain unchanged after the next Halving, the
Company’s revenue would be reduced by 50%, with a much larger impact to profit.
Currently, there is relatively small use of Bitcoin in the retail and commercial marketplace in comparison to relatively
large use by speculators, thus contributing to price volatility that could adversely affect our results of operations.
Bitcoin has only recently become accepted as a means of payment for goods and services by certain major retail and
commercial outlets, and use of Bitcoin by consumers to pay such retail and commercial outlets remains limited. Conversely, a
significant portion of Bitcoin demand is generated by speculators and investors seeking to profit from the short- or long-term holding
of Bitcoin. Many industry commentators believe that Bitcoin’s best use case is as a store of wealth, rather than as a currency for
transactions, and that other cryptocurrencies having better scalability and faster settlement times will better serve as currency. This
could limit Bitcoin’s acceptance as transactional currency. A lack of expansion by Bitcoin into retail and commercial markets, or a
contraction of such use, may result in increased volatility or a reduction in the Bitcoin price, either of which could adversely affect our
results of operations.
Security threats could result in the halting of our operations and a loss of assets or damage to our reputation, each of
which could have a material adverse effect on our business.
Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the Blockchain industry.
Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause
intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent
transmission of computer viruses, could harm our business operations or result in loss of our assets. Any breach of our infrastructure
could result in damage to our reputation.
Any Bitcoin we mine may be subject to loss, damage, theft or restriction on access.
There is a risk that some or all of the Bitcoin we mine could be lost, stolen or destroyed. Although we will seek to use various
technology to minimize the risk of loss, damage and theft, we cannot guarantee the prevention of such loss, damage or theft, whether
caused intentionally, accidentally or by an act of God. Access to our Bitcoin could also be restricted by natural events (such as an
earthquake or flood) or human actions (such as a terrorist attack). Any of these events may adversely affect our operations. In addition,
government regulations in the United States and abroad could materially alter the landscape for Bitcoin and other cryptocurrencies use
and accessibility, including through tax regulations, restrictions on use in transactions and regulation or prohibition of cryptocurrency
exchanges.
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If we do not keep pace with technological changes, our solutions may become less competitive and our business may suffer.
The market for Bitcoin technology is characterized by rapid technological change, frequent product and service innovation
and evolving industry standards. We may need to continuously modify and enhance our solutions to keep pace with changes in
internet-related hardware, software, communication, browser and database technologies. We may not be successful in either developing
these modifications and enhancements. Furthermore, uncertainties about the timing and nature of new network platforms or
technologies, or modifications to existing platforms or technologies, could increase our research and development expenses. Any
failure of our solutions to keep pace with technological changes or operate effectively with future network platforms and technologies
could adversely affect our business.
Adverse economic conditions or reduced technology spending may adversely impact our business.
Our business depends on the overall demand for technology and on the economic health of our prospective customers. In
general, worldwide economic conditions remain unstable, and these conditions may make it difficult for our prospective customers and
us to forecast and plan future business activities accurately. Weak global economic conditions, or a reduction in technology spending
even if economic conditions improve, could adversely impact our business, financial condition and results of operations in a number of
ways, including longer sales cycles, lower prices for our solutions, reduced bookings and lower or no growth.
Our ability to attract, train and retain qualified employees is crucial to our results of operations and any future growth.
To execute our growth plan, we must attract and retain highly qualified personnel. Competition for these individuals is
intense, especially for engineers with high levels of experience in designing and developing software and internet-related services, and
professional services personnel with appropriate financial reporting experience. We have, from time to time, experienced, and we
expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies
with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or
other companies, their former employers may attempt to assert that these employees have breached their legal obligations or that we
have induced such breaches, resulting in a diversion of our time and resources. If we fail to attract new personnel or fail to retain and
motivate our current personnel, our business and future growth prospects could be adversely affected.
Regulatory changes or actions may alter the nature of an investment in the Company or restrict the use of cryptocurrencies
in a manner that adversely affects the Company’s business, prospects or operations.
Governments around the world have reacted differently to cryptocurrencies, with certain governments deeming them illegal
while others have allowed their use and trade. On-going and future regulatory actions may impact the ability of the Company to
continue to operate and such actions could affect the ability of the Company to continue as a going concern or to pursue this segment at
all, which could have a material adverse effect on the business, prospects or operations of the Company.
The effect of any future regulatory change on the Company or any cryptocurrency that the Company may mine or hold for
others is impossible to predict, and such change could have a material adverse effect on the ability of the Company to continue as a
going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of
the Company.
Governments may in the future curtail or outlaw the acquisition, use or redemption of cryptocurrencies. Ownership of, holding
or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that
may increase the cost and/or subject cryptocurrency companies to additional regulation.
On July 25, 2017, the SEC released an investigative report which states that the United States would, in some circumstances,
consider the offer and sale of Blockchain tokens pursuant to an initial coin offering (“ICO”) subject to federal securities laws. Although
the Company does not participate in ICOs, its clients and customers may participate in ICOs and these actions may be a prelude to
further action which chills widespread acceptance of Blockchain and cryptocurrency adoption and have a material adverse effect on the
ability of the Company to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on
the business, prospects or operations of the Company.
Further, the Peoples Bank of China has instituted restrictions on certain exchange trading in cryptocurrencies and ICOs.
Further governmental regulation in that country or others could negatively impact pricing for Bitcoin. In addition, the Company’s sole
source of mining computers is a Chinese company, and we are exposed to existing tariffs for certain equipment used in our operations.
If outright restrictions or even more punitive tariffs are placed on the export of such computers, it could have a material adverse effect
on the ability of the Company to continue as a going concern or to pursue this segment at all, which would have a material adverse
effect on the business, prospects or operations of the Company.
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Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell,
use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. Similar actions by governments or regulatory bodies
(such as an exchange on which the Company’s securities are listed, quoted or traded) could result in restrictions of the acquisition,
ownership, holding, selling, use or trading in the Company’s securities. Such a restriction could result in the Company liquidating its
inventory at unfavorable prices and may adversely affect the Company’s shareholders and have a material adverse effect on the ability
of the Company to continue as a going concern or to pursue this segment at all, raise new capital or maintain a securities listing with an
exchange which could have a material adverse effect on the business, prospects or operations of the Company and harm investors in the
Company’s securities.
Terrorist actions and attacks may have a negative impact on economic conditions and market liquidity.
There is a risk of terrorist attacks on the United States and elsewhere causing significant loss of life and property damage and
disruptions in the global market. Economic and diplomatic sanctions may be in place or imposed on certain states and military action
may be commenced. The impact of such events is unclear, but could have a material effect on general economic conditions and market
liquidity.
The real estate assets we own subject to the risks associated with real property.
Real estate assets are subject to various risks, including:
● declines in the value of real estate;
● acts of nature, including earthquakes, floods and other natural disasters, which may result in uninsured losses;
● adverse changes in national and local economic and market conditions;
● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of
compliance with laws and regulations, fiscal policies and ordinances;
● costs of remediation and liabilities associated with environmental conditions such as indoor mold; and
● the potential for uninsured or under-insured property losses.
The occurrence of any of the foregoing or similar events may reduce the value of our property, impair our ability to conduct
our mining operations and, consequently, materially adversely affect our business, financial condition and results of operations.
We face possible risks associated with the renewal of our contract for electricity.
In June 2019, the Company entered into a contract for electric power with the City of Lafayette, Georgia, a municipal
corporation of the State of Georgia (“the City”). The Company makes monthly payments based upon electricity consumed, at a
negotiated kilowatt per hour rate, inclusive of transmission charges and exclusive of state and local sales taxes. This agreement expires
on September 30, 2021, and the Company will shortly begin negotiations for an extension or new contract. There can be no assurance
that the Company and City will reach agreement with acceptable price and volume metrics, if at all.
We face possible risks associated with the physical effects of climate change.
The physical effects of climate change could have a material adverse effect on our properties, operations, and business.
However, the impacts of climate change on our operations are highly uncertain and their significance will vary depending on the type
and geographic location of any physical impact. The impacts of climate change could include changing temperatures, flooding, water
shortages, changes in weather and rainfall patterns, and changing storm patterns and intensities. To the extent that climate change
impacts changes in weather patterns, some of our properties could experience increases in storm intensity, loss of power, and rising sea
levels. Climate change may also have indirect effects on our business by increasing the cost of, or availability of, property insurance on
terms we find acceptable or increasing the cost of energy. There can be no assurance that climate change will not have a material
adverse effect on our properties, operations, or business.
9
Our business is subject to risks arising from epidemic diseases, such as the recent outbreak of the COVID-19 illness.
The recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread
across the globe and is impacting worldwide economic activity. A pandemic, including COVID-19, or other public health epidemic
poses the risk that we or our employees, suppliers, and other partners may be prevented from conducting business activities at full
capacity for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that may be
requested or mandated by governmental authorities. While it is not possible at this time to estimate the impact that COVID-19 could
have on our business, the continued spread of COVID-19 and the measures taken by the governments of countries affected and in
which we operate could disrupt the operation of our business. The COVID-19 outbreak and mitigation measures may also have an
adverse impact on global economic conditions, which could have an adverse effect on our business and financial condition, including
on our potential to conduct financings on terms acceptable to us, if at all. In addition, we may take temporary precautionary measures
intended to help minimize the risk of the virus to our employees, including temporarily requiring all employees to work remotely, and
discouraging employee attendance at in-person work-related meetings, which could negatively affect our business. The extent to which
the COVID-19 outbreak impacts our results will depend on future developments that are highly uncertain and cannot be predicted,
including new information that may emerge concerning the severity of the virus and the actions to contain its impact.
Reliance on third parties to operate our mining machines may cause delays in production and mining and could have an
impact on our business, financial condition and prospects.
The Company relies on third parties to operate its Bitcoin mining machinery. These third parties are not our employees and,
except for restrictions imposed by our contracts with such third parties, we have limited ability to control the amount or timing of
resources that they devote to our programs. Although we rely on these third parties to operate our mining machinery, we remain
responsible for the overall mining operations. Many of the third parties with whom we contract may also have relationships with other
commercial entities, some of which may compete with us. If the third parties operating our machinery do not perform their contractual
duties or obligations, we may need to enter into new arrangements with alternative third parties. This could be costly, and mining
operations may be delayed or terminated. If any of our relationships with these third parties terminate, we may not be able to enter into
arrangements with alternative third party contractors or to do so on commercially reasonable terms. Though we carefully manage our
relationships with our contract machinery operators, there can be no assurance that we will not encounter similar challenges or delays
in the future or that these delays or challenges will not have a material adverse impact on our business, financial condition and
prospects.
The Company’s reliance on a third-party mining pool service provider, such as Slush Pool or PoolIn, for our mining
revenue payouts may have a negative impact on the Company operations.
We use a third–party mining pool to receive our mining rewards from the network. Bitcoin mining pools allow miners to
combine their computing power, increasing their chances of solving a block and getting paid by the network. The rewards are
distributed by the pool operator, proportionally to our contribution to the pool’s overall mining power used to generate each block.
Should the pool operator’s system suffer downtime due to a cyber-attack, software malfunction or other similar issues, it will
negatively impact our ability to mine and receive revenue.
Banks and financial institutions may not provide banking services, or may cut off services, to businesses that provide
cryptocurrency-related services or that accept cryptocurrencies as payment, including financial institutions of investors in the
Company’s securities.
A number of companies that provide Bitcoin and/or other cryptocurrency-related services have been unable to find banks or
financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and
individuals or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed
or services discontinued with financial institutions. We also may be unable to obtain or maintain these services for our business. The
difficulty that many businesses that provide Bitcoin and/or other cryptocurrency-related services have and may continue to have in
finding banks and financial institutions willing to provide them services may be decreasing the usefulness of cryptocurrencies as a
payment system and harming public perception of cryptocurrencies and could decrease its usefulness and harm its public perception in
the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be
damaged if banks or financial institutions were to close the accounts of businesses providing Bitcoin and/or other cryptocurrency-
related services. This could occur as a result of compliance risk, cost, government regulation or public pressure. The risk applies to
securities firms, clearance and settlement firms, national stock and commodities exchanges, the over the counter market and the
Depository Trust Company, which, if any of such entities adopts or implements similar policies, rules or regulations, could result in the
inability of our investors to open or maintain stock or commodities accounts, including the ability to deposit, maintain or trade the
Company’s securities. Such factors would have a material adverse effect on the ability of the Company to continue as a going concern
or to pursue this segment at all, which could have a material adverse effect on the business, prospects or operations of the Company
and harm investors.
10
To the extent that the profit margins of Bitcoin mining operations are not high, operators of Bitcoin mining operations are
more likely to immediately sell Bitcoin earned by mining in the market, resulting in a reduction in the price of Bitcoin that could
adversely impact the Company and similar actions could affect other cryptocurrencies.
Over the past several years, Bitcoin mining operations have evolved from individual users mining with computer processors,
graphics processing units and first-generation ASIC servers. Currently, new processing power is predominantly added by incorporated
and unincorporated “professionalized” mining operations. Professionalized mining operations may use proprietary hardware or
sophisticated ASIC machines acquired from ASIC manufacturers. These operations require the investment of significant capital for the
acquisition of this hardware, the leasing of operating space (often in data centers or warehousing facilities), incurring of electricity
costs and the employment of technicians to operate the mining farms. As a result, professionalized mining operations are of a greater
scale than prior miners and have more defined, regular expenses and liabilities. These regular expenses and liabilities require
professionalized mining operations to more immediately sell Bitcoin earned from mining operations, whereas it is believed that
individual miners in past years were more likely to hold newly mined Bitcoin for more extended periods. The immediate selling of
newly mined Bitcoin may create downward pressure on the price of Bitcoin.
The extent to which the value of Bitcoin mined by a professionalized mining operation exceeds the allocable capital and
operating costs determines the profit margin of such operation. A professionalized mining operation may be more likely to sell a higher
percentage of its newly mined Bitcoin rapidly if it is operating at a low profit margin—and it may partially or completely cease
operations if its profit margin is negative. In a low profit margin environment, a higher percentage of mined Bitcoin could be sold more
rapidly, thereby potentially reducing Bitcoin prices. Lower Bitcoin prices could result in further tightening of profit margins,
particularly for professionalized mining operations with higher costs and more limited capital reserves, creating a network effect that
may further reduce the price of Bitcoin until mining operations with higher operating costs become unprofitable and remove mining
power. The network effect of reduced profit margins resulting in greater sales of newly mined Bitcoin could result in a reduction in the
price of Bitcoin that would adversely impact the Company.
The foregoing risks associated with Bitcoin could be equally applicable to other cryptocurrencies, existing now or introduced
in the future. Such circumstances would have a material adverse effect on the ability of the Company to continue as a going concern or
to pursue this segment at all, which could have a material adverse effect on the business, prospects or operations of the Company and
potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account.
Political or economic crises may motivate large-scale sales of Bitcoin or other cryptocurrencies, which could result in a
reduction in value and adversely affect the Company.
As an alternative to fiat currencies that are backed by central governments, digital assets such as Bitcoin and Ethereum, which
are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying
and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless,
political or economic crises may motivate large-scale acquisitions or sales of Bitcoin and other cryptocurrencies either globally or
locally. Large-scale sales of Bitcoin or other cryptocurrencies would result in a reduction in their value and would adversely affect the
Company. Such circumstances could have a material adverse effect on the ability of the Company to continue as a going concern or to
pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of the Company and
potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account.
It may be illegal now, or in the future, to acquire, own, hold, sell or use Bitcoin, Ethereum, or other cryptocurrencies,
participate in the Blockchain or utilize similar digital assets in one or more countries, the ruling of which could adversely affect the
Company.
Although currently Bitcoin and other cryptocurrencies, the Blockchain and digital assets generally are not regulated or are
lightly regulated in most countries, including the United States, one or more countries such as China and Russia may take regulatory
actions in the future that could severely restrict the right to acquire, own, hold, sell or use these digital assets or to exchange for fiat
currency. Such restrictions may adversely affect the Company. Such circumstances could have a material adverse effect on the ability
of the Company to continue as a going concern or to pursue this segment at all, which could have a material adverse effect on the
business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to
acquire for its own account and harm investors.
If regulatory changes or interpretations require the regulation of Bitcoin or other digital assets under the securities laws of the
United States or elsewhere, including the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”) and the
Investment Company Act of 1940 or similar laws of other jurisdictions and interpretations by the SEC, the Commodity Futures Trading
Commission (the “CFTC”), the Internal Revenue Service (“IRS”), Department of Treasury or other agencies or authorities, the
Company may be required to register and comply with such regulations, including at a state or local level. To the extent that the
Company decides to continue operations, the required registrations and regulatory compliance steps may result in extraordinary
expense or burdens to the Company. The Company may also decide to cease certain operations. Any disruption of the Company’s
operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to the Company.
11
Current and future legislation and SEC rulemaking and other regulatory developments, including interpretations released by a
regulatory authority, may impact the manner in which Bitcoin or other cryptocurrency is viewed or treated for classification and
clearing purposes. In particular, Bitcoin and other cryptocurrency may not be excluded from the definition of “security” by SEC
rulemaking or interpretation requiring registration of all transactions, unless another exemption is available, including transacting in
Bitcoin or cryptocurrency amongst owners and require registration of trading platforms as exchanges. The Company cannot be certain
as to how future regulatory developments will impact the treatment of Bitcoin and other cryptocurrencies under the law. If the
Company fails to comply with such additional regulatory and registration requirements, the Company may seek to cease certain of its
operations or be subjected to fines, penalties and other governmental action. Such circumstances could have a material adverse effect
on the ability of the Company to continue as a going concern or to pursue this segment at all, which could have a material adverse
effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or
expects to acquire for its own account and harm investors.
Demand for Bitcoin is driven, in part, by its status as the most prominent and secure digital asset. It is possible that a
digital asset other than Bitcoin could have features that make it more desirable to a material portion of the digital asset user base,
resulting in a reduction in demand for Bitcoins.
Bitcoin holds a “first-to-market” advantage over other digital currencies. This first-to-market advantage is driven in large part
by having the largest user base and, more importantly, the largest combined mining power in use. Having a large mining network
results in greater user confidence regarding the security and long-term stability of a digital asset’s network and its Blockchain; as a
result, the advantage of more users and miners makes a digital asset more secure, which makes it more attractive to new users and
miners, resulting in a network effect that strengthens the first-to-market advantage. Nonetheless, it is possible that another form of
digital currency could become materially popular due to either a perceived or exposed shortcoming of the Bitcoin network or a
perceived advantage of another form of digital currency. If another form of digital currency obtains significant market share, this could
reduce the profitability of our Bitcoin operations.
Because the number of Bitcoin awarded for solving a block in the Bitcoin network Blockchain continually decreases,
miners must invest in increasing processing power to maintain their yield of Bitcoins, which might make Bitcoin mining
uneconomical for the Company.
The award of new Bitcoin for solving blocks continually declines, so that Bitcoin miners must invest in increasing processing
power in order to maintain or increase their yield of Bitcoin. The Company is committed to increasing its investment in its Bitcoin
mining operations, but if the pricing of Bitcoin were to decline significantly, there can be no assurance that the Company would be able
to recover its investment in the computer hardware and processing power required to upgrade its mining operations. There can,
moreover, be no assurance that the Company will have the resources to upgrade its processing power in order to maintain the
continuing profitability of its Bitcoin mining operations. Also, the developers of the Bitcoin network or other programmers could
propose amendments to the network’s protocols and software that, if accepted, might require the Company to modify its Bitcoin
operations, and increase its investment in Bitcoin, in order to maintain profitability. There can be no assurance, however, that the
Company will be able to do so.
The Company continues to have discussions with potential investors to purchase more Bitcoin mining machines, but we
cannot assure you that we will be successful in obtaining the necessary financing.
The Company is considering further increasing the processing power of its Bitcoin mining operations, as the Company seeks
to leverage its experience and expertise in this area of operations. To do so, however, the Company will need to raise additional
investment capital. While we are in discussions with potential investors to provide the necessary capital to purchase additional Bitcoin
mining machines, we cannot assure you that these discussions will lead to our obtaining additional capital or that we will otherwise be
successful in obtaining the necessary financing to expand our Bitcoin operations. If we are successful in raising capital to expand our
Bitcoin operations, the form in which the capital is invested could be different from the way we have traditionally structured capital
investments in the Company. For example, funds could be invested through a joint venture or similar arrangement, in which the
Company does not have the entire equity ownership interest.
The SEC has filed an action against the Company’s Chief Executive Officer alleging violations of federal securities laws
which could result in liabilities for the Company.
On September 7, 2018, the SEC commenced a legal action, SEC v. Barry C. Honig et al. (the “SEC Action”), in the United
States District Court for the Southern District of New York naming as defendant Mr. Ladd, among others. An amended complaint in
the SEC Action was filed on March 8, 2019. On May 24, 2019, the SEC issued a subpoena in the SEC Action to the Company and on
October 31, 2019, the SEC issued subpoenas in the SEC Action to our Chairman and our Independent Director. The SEC filed a second
amended complaint in the SEC Action on March 16, 2020 asserting additional civil charges against Robert Ladd. The SEC Action
asserts civil charges against multiple individuals and entities, including former shareholders of the Company, who are alleged to have
violated the securities laws by engaging in pump and dump schemes in connection with certain microcap stocks and three unidentified
companies. The Company is one of the three unidentified companies but is not named as a defendant. We cannot predict the impact that
this action may have on the Company, or whether it might result in future actions, penalties or other liabilities against the Company.
Moreover, we expect to incur costs in responding to related requests for information and subpoenas, and if instituted, in defending
against any resulting governmental proceedings that may be instituted against the Company.
12
The Company and its directors and officer have received subpoenas from the SEC, which is imposing costs on the
Company and creating a perception of wrongdoing.
At various times since September 15, 2016, and most recently in October 2019, the Company and its then officers and
directors received subpoenas from the SEC requesting information, including but not limited to, with respect to risk factors contained
in certain of the Company’s filings with the SEC. On October 21, 2020, the SEC notified the Company this investigation concluded,
and it does not intend to recommend an enforcement action by the Commission against MGT in this matter. This notice was sent
pursuant to guidelines set out in Securities Acts Release 5310, which states in part that the notice “must in no way be construed as
indicating that the party has been exonerated or that no action may ultimately result from the Staff’s investigation.” Response to
subpoenas entail, and may continue to entail, legal costs and the diversion of management’s attention, and the issuance of the
subpoenas may create a perception of wrongdoing that could be harmful to our business.
A number of shareholder class actions and shareholder derivative actions were filed against the Company and its CEO
alleging violations of federal securities laws imposing costs on the Company and creating a perception of wrongdoing.
Certain shareholders of the Company filed class action and derivative lawsuits against the Company and its directors, alleging
violations of federal securities laws and seeking damages. These legal actions followed and referenced allegations made against Mr.
Ladd and others in a complaint filed by the SEC in the SEC Action. All these legal actions have been settled pursuant to Court-
approved agreements, however, there can be no assurance that other shareholders will not bring other shareholder class actions or
derivative lawsuits alleging different violations of law. Responses to lawsuits entail, and may continue to entail, legal costs and the
diversion of management’s attention, and the filing of lawsuits may create a perception of wrongdoing that could be harmful to our
business.
The SEC’s actions against the Company’s CEO could result in the loss of his services or otherwise divert his attention from
the management of the Company.
Mr. Ladd is a director of the Company and has served as the Chief Executive Officer of the Company since January 2012
(except for the periods from November 2016 through August 2017 and September 10, 2018 through April 30, 2019). During this time,
he has been largely responsible for the Company’s strategic direction and has been influential in all major policy decisions of the
Company. As described above, the SEC has filed a lawsuit against Mr. Ladd, alleging violations of securities laws. In addition to
injunctive relief and monetary penalties, the complaint seeks an officer and director bar with respect to Mr. Ladd, which if obtained by
the SEC would prevent him from continuing to serve in such capacities with the Company. While the Company has no reason to
believe that Mr. Ladd has failed to comply with applicable securities law in respect of the Company, the outcome of this litigation is
uncertain. In the event Mr. Ladd is prevented from serving as an executive officer and/or director of the Company, the Company’s
business, operations and strategic direction may be adversely impacted. Also, the SEC Action may divert Mr. Ladd’s attention from the
management of the Company and has resulted in an increase in our director and officer insurance costs.
The Company’s directors and officers insurance policies have been exhausted and will cause the Company to increase
spending on legal expenses.
Under its bylaws and certain indemnification agreements, the Company has obligations to indemnify current and former
officers and directors and certain current and former employees. Based on cumulative legal fees and settlements incurred, the Company
has fully exhausted its directors and officers insurance coverage. Additional expenses currently expected to be incurred and that may
occur in the future, or liabilities that may be imposed in connection with actions against certain of the Company’s past and present
directors and officers and certain current and former employees who are entitled to indemnification will be funded by the Company
with its existing cash resources. Such expenses could have a material impact on the Company’s financial condition, results of
operations and cash flows.
The SEC charges against the Company’s CEO has created a perception of wrongdoing, and has impacted the Company’s
ability to raise capital and attract investors to the Company.
The SEC Action has created a public perception of wrongdoing. The perception of wrongdoing has caused current investors to
restrict trading in the Company’s common stock, and may cause potential investors to forego investment in the Company’s common
stock, thereby reducing the Company’s ability to raise capital and finance its operations. Most brokerage firms, overseen by the
Financial Industry Regulatory Authority (known as “FINRA”), will not accept deposits of our stock by potential investors. Further,
FINRA will not permit a company in which an executive is being investigated by the SEC to effect certain corporate actions such as a
reverse stock split, even if approved by directors and stockholders. Continued perception of wrongdoing could have a material impact
on the Company’s financial condition, results of operations and cash flows.
13
Risks Related to Our Stock
Penny stock regulations may impose certain restrictions on marketability of our securities.
The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of
less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. A security listed on a national
securities exchange is exempt from the definition of a penny stock. Our common stock is not currently listed on a national security
exchange. Our common stock is therefore subject to rules that impose additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000 or
annual income exceeding $200, or $300 together with their spouse). For transactions covered by such rules, the broker-dealer must
make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the
transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the
transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer must also
disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if
the broker-dealer is the sole market maker, the broker dealer must disclose this fact and the broker-dealer’s presumed control over the
market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. Broker-dealers must wait two business days after providing buyers with disclosure
materials regarding a security before effecting a transaction in such security. Consequently, the “penny stock” rules restrict the ability
of broker-dealers to sell our securities and affect the ability of investors to sell our securities in the secondary market and the price at
which such purchasers can sell any such securities, thereby affecting the liquidity of the market for our common stock.
Stockholders should also be aware that, according to the SEC, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include:
● control of the market for the security by one or more broker-dealers that are often related to the promoter or issuer;
● manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
● “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced
salespersons;
● excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
● the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to
a desired level, along with the inevitable collapse of those prices with consequent investor losses.
Our stock price and trading volume may be volatile, which could result in losses for our stockholders.
The equity markets may experience periods of volatility, which could result in highly variable and unpredictable pricing of
equity securities. The market price of our common stock could change in ways that may or may not be related to our business, our
industry or our operating performance and financial condition and could negatively affect our share price or result in fluctuations in the
price or trading volume of our common stock. We cannot predict the potential impact of these periods of volatility on the price of our
common stock. The Company cannot assure you that the market price of our common stock will not fluctuate or decline significantly
in the future.
If securities or industry analysts do not publish research or reports about our business, or if they publish inaccurate or
unfavorable research reports about our business, our share price and trading volume could decline.
The trading market for our common stock will, to some extent, depend on the research and reports that securities or industry
analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us
should downgrade our shares or change their opinion of our business prospects, our share price would likely decline. If one or more of
these analysts ceases coverage of our Company or fails to regularly publish reports on us, we could lose visibility in the financial
markets, which could cause our share price and volume to decline.
14
Future sales and issuances of our equity securities or rights to purchase our equity securities, including pursuant to equity
incentive plans, would result in additional dilution of the percentage ownership of our stockholders and could cause our stock price
to fall.
To the extent we raise additional capital by issuing equity securities through convertible notes or otherwise, our stockholders
may experience substantial dilution. We may, as we have in the past, sell common stock, rights, warrants, options or convertible
securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell
common stock, rights, warrants, options or convertible securities or other equity securities in more than one transaction, investors may
be further diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors
could gain rights superior to existing stockholders. Because we are quoted on the OTCQB instead of a national securities exchange or
quotation system, our investors may experience significant volatility in the market price of our stock and have difficulty selling their
shares.
Our common stock is currently quoted on the OTC Market Group’s OTCQB market quotation system under the ticker symbol
“MGTI.” The OTCQB is a regulated quotation services that displays real-time quotes and last sale prices in over-the-counter securities.
Trading in shares quoted on the OTCQB is often thin and characterized by volatility in trading prices. This volatility may be caused by
a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid
and ask quotations, lower trading volume and market conditions. As a result, there may be wide fluctuations in the market price of the
shares of our common stock for reasons unrelated to operating performance, and this volatility, when it occurs, may have a negative
effect on the market price for our securities. Moreover, the OTCQB is not a stock exchange, and trading of securities on this platform is
more sporadic than the trading of securities listed on a national quotation system or stock exchange. Accordingly, our stockholders may
not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period
of time until the market for our common stock improves.
A significant number of additional shares of our common stock may be issued at a later date, and their sale could depress
the market price of our common stock.
As of April 15, 2021, we have an unknown, but substantial, amount of our common stock issuable upon conversion of
outstanding notes. These convertible notes allow the holder to convert the principal amount of the note into the Company’s common
stock at 70% of the lowest trading price of the common stock for the 10 days prior to the conversion date. The possibility of the
issuance of all or some of the shares could substantially reduce the market price for our common stock.
Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common
stock to decline.
If our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any
statutory holding period under Rule 144 under the Securities Act of 1933, as amended, or registration for resale, or the conversion of
preferred stock or exercise of warrants, circumstances commonly referred to as an “overhang” could result, in anticipation of which the
market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, could
also make more difficult our ability to raise additional financing through the sale of equity or equity–related securities in the future at a
time and price that we deem reasonable or appropriate.
The price of our common stock has fluctuated considerably and is likely to remain volatile, in part due to the limited
market for our common stock, and you could lose all or part of your investment.
There is a limited public market for our common stock, and we cannot provide assurances that a more active trading market
will develop or continue. As a result of low trading volume in our common stock, the purchase or sale of a relatively small number of
shares could result in significant share price fluctuations. Additionally, the market price of our common stock may continue to fluctuate
significantly in response to a number of factors, some of which are beyond our control.
Moreover, several brokerage firms restrict opening purchases of our common stock, allowing only closing trades to sell out a
position. Such activities limit the addressable market for our common stock.
For these reasons and others, an investment in our securities is risky and you should invest only if you can withstand a
total loss of, and wide fluctuations in, the value of your investment.
Item 1B. Unresolved Staff Comments
Not applicable.
15
Item 2. Properties
Our principal corporate office is located at 150 Fayetteville Street, Suite 1110 Raleigh, NC 27601, occupied under a lease that
expires January 2023. Monthly rent is $3 until expiration of the lease. A security deposit of $3 was required upon execution of the
lease. We believe our office is in good condition and is sufficient to conduct our operations.
We have constructed our own Bitcoin mining facility on 6 acres in LaFayette, GA which we acquired in May 2019. We
believe our mining facility is in good condition and is sufficient to conduct our operations.
Item 3. Legal Proceedings
The Company has resolved all shareholder legal actions formerly pending in state and federal courts.
On January 24, 2017, the Company was served with a summons and complaint filed by plaintiff shareholder Atul Ojha in New
York state court against certain officers and directors of the Company and naming the Company as a nominal defendant. The lawsuit is
styled as a derivative action (the “Ojha Derivative Action”) and was originally filed (but not served on any defendant) on October 15,
2016. The Ojha Derivative Action substantively alleges that the defendants, collectively or individually, inadequately managed the
business and assets of the Company resulting in the deterioration of the Company’s financial condition. The Ojha Derivative Action
asserts claims including, but not limited to, breach of fiduciary duties, unjust enrichment and waste of corporate assets.
On December 12, 2018, a shareholder derivative action was filed by shareholder Bob Thomas against certain current and
former directors, officers and shareholders of the Company, and naming the Company as a nominal defendant, in New York state court,
alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste and seeking declaratory
relief and damages (the “Thomas Derivative Action”). The underlying allegations in the Thomas Derivative Action largely repeat the
allegations of wrongdoing in the 2018 Securities Class Actions (as defined below).
On April 23, 2020, the Company entered into a stipulation of settlement (the “Stipulation”) in connection with the Ojha
Derivative Action and the Thomas Derivative Action (together, the “State Derivative Actions”). The consideration for the settlement of
the Derivative Actions is as follows: (i) adoption by the Company of certain corporate governance reforms, the terms of which are fully
set forth in Exhibits A and B to the Stipulation; (ii) Robert B. Ladd, H. Robert Holmes, Michael Onghai, and Nolan Bushnell shall
collectively pay or cause to be paid $75 to the Company; and (iii) Barry C. Honig, John Stetson, Michael Brauser, John O’Rourke III,
and Mark Groussman shall collectively pay or cause to be paid $150 to the Company. Further, the Company shall, subject to court
approval, pay a fee and expense award to plaintiffs’ counsel in the Derivative Actions of $150 and service awards to each of the two
plaintiffs in the Derivative Actions of $1.5 each, to be paid from the fee and expense award. On April 24, 2020, the New York state
court entered an order preliminarily approving the Stipulation and the settlement contemplated therein and providing for the notice of
the settlement to be made to current MGT Stockholders. The Preliminary Approval Order further provided for a Court hearing on the
settlement on June 26, 2020. On May 4, 2020, pursuant to the Preliminary Approval Order, MGT provided notice of the settlement on
its website, by press release and by filing a Form 8-K with the Securities and Exchange Commission.
Final approval of the settlement of the State Derivative Actions was granted on July 2, 2020.
On August 28, 2019, a shareholder derivative action was filed by shareholder Tyler Tomczak against the certain directors,
officers and shareholders of the Company, and naming the Company as a nominal defendant, in the United States District Court for the
Southern District of New York, alleging breach of fiduciary duties, waste and unjust enrichment and seeking declaratory relief and
damages (the “Tomczak Derivative Action”). The underlying allegations in the Tomczak Derivative Action largely repeat the
allegations of wrongdoing in the 2018 Securities Class Actions.
On September 11, 2019, a shareholder derivative action was filed by shareholder Arthur Aviles against certain directors,
officers and shareholders of the Company, and naming the Company as a nominal defendant, in the United States District Court for the
District of Delaware, alleging breach of fiduciary duties, waste and unjust enrichment and seeking declaratory relief and damages (the
“Aviles Derivative Action”). The underlying allegations in the Aviles Derivative Action largely repeat the allegations of wrongdoing in
the 2018 Securities Class Actions.
On May 7, 2020, the Company entered into a stipulation of settlement (the “Federal Stipulation”) in connection with the
Tomczak Derivative Action and the Aviles Derivative Action (together, the “Federal Derivative Actions”). The consideration for the
settlement of the Federal Derivative Actions is as follows: (i) adoption by the Company of a certain corporate governance reform, the
terms of which are fully set forth in Exhibit A to the Federal Stipulation; and (ii) Robert B. Ladd, H. Robert Holmes, and Michael
Onghai shall collectively pay or cause to be paid $65 to the Company. Further, the Company shall, subject to court approval, pay a fee
and expense award to plaintiffs’ counsel in the Federal Derivative Actions of $30 and incentive awards to each of the two plaintiffs in
the Federal Derivative Actions of $0.4 each. The parties to the Federal Stipulation presently intend to file the Federal Stipulation with
the appropriate federal court after final approval of the settlement of the two state Derivative Actions referred to above.
16
Final approval of the settlement of the Federal Derivative Actions was granted on August 5, 2020. For the year ended
December 31, 2020, the Company recorded $119 as other income in relation to the settlement of the Federal Derivative Actions.
In October 2019, the Company and its then officers and directors received subpoenas from the SEC requesting information,
including but not limited to, with respect to risk factors contained in certain of the Company’s filings with the SEC. On October 21,
2020, the SEC notified the Company this investigation concluded, and it does not intend to recommend an enforcement action by the
Commission against MGT in this matter. This notice was sent pursuant to guidelines set out in Securities Acts Release 5310, which
states in part that the notice “must in no way be construed as indicating that the party has been exonerated or that no action may
ultimately result from the Staff’s investigation.”
In November 2018, the Company’s board received a shareholder demand letter dated November 6, 2018, from shareholders
Nicholas Fulton and Kelsey Thacker (the “Fulton Demand”). The Fulton Demand referenced the SEC Action, and the allegations
therein, and demanded that the board take action to investigate, address and remedy the allegations raised in the SEC Action. Shortly
after the New York state court entered the order preliminarily approving the stipulation of settlement in connection with the Ojha
Derivative Action and the Thomas Derivative Action, counsel for the Company informed counsel for shareholders Nicholas Fulton and
Kelsey Thacker of that stipulation of settlement and of counsel for the Company’s view that the releases in the settlement covered the
matters raised in the Fulton Demand.
Settlement of Class Action
In September 2018 and October 2018, various shareholders of the Company filed putative class action lawsuits against the
Company, its Chief Executive Officer and certain of its individual officers and shareholders, alleging violations of federal securities
laws and seeking damages (the “2018 Securities Class Actions”). The 2018 Securities Class Action followed and referenced the
allegations made against the Company’s Chief Executive Officer and others in the SEC Action. The first putative class action lawsuit
was filed on September 28, 2018, in the United States District Court for the District of New Jersey, and alleges that the named
defendants engaged in a pump-and-dump scheme to artificially inflate the price of the Company’s stock and that, as a result,
defendants’ statements about the Company’s business and prospects were materially false and misleading and/or lacked a reasonable
basis at relevant times. The second putative class action was filed on October 9, 2018, in the United States District Court for the
Southern District of New York and makes similar allegations.
On May 28, 2019, the parties to the 2018 Securities Class Actions entered into a binding settlement term sheet, and on
September 24, 2019, the parties entered into a stipulation of settlement. On August 7, 2019, the lead plaintiff in the first class action
filed a notice and order of voluntary dismissal with prejudice, and on October 11, 2019, the lead plaintiff in the second class action
filed in the federal court in New York an unopposed motion for preliminary approval of the proposed class action settlement. On
December 17, 2019, the court issued an order granting preliminary approval of the settlement.
Final approval of the settlement of the 2018 Securities Class Actions was granted on May 27, 2020. The plaintiff shareholder
class received $750 in cash settlement, inclusive of attorney fees. This amount was paid by the Company’s insurance carrier.
Item 4. Mine Safety Disclosures
None.
17
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer’s Purchases Of Equity Securities
PART II
Market Information
Our common stock is traded on the OTC QB tier of OTC Markets LLC under the symbol “MGTI.”
Holders
On April 14, 2021, the Company’s common stock closed on the OTC QB tier of OTC Markets LLC at $0.08 per share and
there were 362 stockholders of record.
Dividends
The Company has never declared or paid cash dividends on its common stock and has no intention to do so in the foreseeable
future.
Unregistered sales of equity securities
None
Item 6. Selected Financial Data
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Following a review of its Bitcoin mining operations in early 2019, we determined to consolidate our activities in a Company-
owned and managed facility. Central to this strategy was the purchase of land in LaFayette, GA and the entry into a favorable contract
for electricity in the second quarter of 2019. Located adjacent to a utility substation, the several acre property has access to over 20
megawatts (MW) of low-cost power.
The Company owned approximately 669 and 649 Antminer S17 Pro Bitcoin miners located in LaFayette, GA as of December
31, 2020 and April 15, 2021, respectively. All miners were purchased from Bitmaintech Pte. Ltd., a Singapore limited company
(“Bitmain”), and are collectively rated at approximately 30 Ph/s in computing power. Bitmain has acknowledged manufacturing
defects, combined with inadequate repair facilities, rendering approximately one half of our miners in need of repair or replacement.
The Company’s miners are housed in three modified shipping containers. The Company’s current electrical load is estimated at under
1.0 MW. The entire facility, including the land, two 2500 KVA 3-phase transformers, the mining containers, and miners, are owned by
MGT. As the Company is presently using only a portion of the built-out available electrical load, it is exploring ways to grow and
maintain its current operations including but not limited to further equipment sales, leasing space to other Bitcoin miners, and raising
capital to acquire newest generation miners.
Prior to establishing our Company-owned and managed facility, we conducted our Bitcoin mining operations through third-
party hosting arrangements. We also entered into management agreements with third party investors whereby the investors purchased
the mining hardware, and we received both a fee to manage the mining operations plus one-half of the net operating profit. In March
2019, we entered into a settlement agreement to terminate our hosting agreement in Washington and conveyed ownership of its onsite
mining assets for full satisfaction of $77 in outstanding hosting service fees. In August and September 2019, we terminated all our
management agreements with third party investors, and in December 2019, we terminated our final remaining hosting arrangements in
Colorado and Ohio.
18
Critical accounting policies and estimates
Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”). The notes to the consolidated financial statements contained in this Annual Report describe our significant accounting
policies used in the preparation of the consolidated financial statements. The preparation of these financial statements requires us to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates. We continually evaluate our critical accounting policies and estimates.
We believe the critical accounting policies listed below reflect significant judgments, estimates and assumptions used in the
preparation of our consolidated financial statements.
Revenue recognition
Our primary revenue stream is related to the mining of digital currencies. We derive our revenue by solving “blocks” to be
added to the blockchain and providing transaction verification services within the digital currency network of Bitcoin, commonly
termed “cryptocurrency mining.” In consideration for these services, we receive digital currency (“Coins”). The Coins are recorded as
revenue, using the average spot price of Bitcoin on the date of receipt. The Coins are recorded on the balance sheet as an intangible
digital asset valued at the lower of cost or net realizable value. Net realizable value adjustments, to adjust the value of Coins to market
value, is included in cost of revenue on our consolidated statement of operations. Further, any gain or loss on the sale of Coins would
be recorded to costs of revenue. Costs of revenue include hosting fees, equipment and infrastructure depreciation, net realizable value
adjustments, and electricity costs.
We also recognized revenue from our management agreements through their termination in August and September 2019. We
received a fee from each management agreement based on the amount of Bitcoin mined, half of profits and were reimbursed for any
electricity costs incurred to run the Bitcoin mining machines they managed in their facilities. Additionally, we had machines located in
hosted facilities in Ohio and Colorado. We received an allocation of profits from these facilities. We terminated both hosting
arrangements in December 2019.
We also recognize a royalty participation upon the sale of modified shipping containers manufactured by Bit5ive LLC of
Miami, Florida under the terms of a collaboration agreement entered in August 2018.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line
method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The
cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired
or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in
income in the year of disposition. Deposits on property and equipment are initially classified as Other Assets and upon delivery,
installation and full payment, the assets are classified as property and equipment on the consolidated balance sheet.
Stock–based compensation
We recognize compensation expense for all equity–based payments in accordance with Accounting Standards Codification
(“ASC”) 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based
compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the
requisite service period of the award.
Restricted stock awards are granted at the discretion of the compensation committee of the board of directors of the Company
(the “Board”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically
over a 12 to 24 month period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a
share of the Company’s Common Stock on the grant date.
The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The
Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are
the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and
the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s common stock over the
expected term of the option. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the
appropriate term.
19
Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input
of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards
represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. We are
required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest.
We account for share–based payments granted to non–employees in accordance with ASC 505–50, “Equity Based Payments
to Non–Employees”. We determine the fair value of the stock–based payment as either the fair value of the consideration received or
the fair value of the equity instruments issued, whichever is more readily determinable. If the fair value of the equity instruments issued
is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a
commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s
performance is complete.
Equity-linked instruments
The Company accounts for equity-linked instruments with certain anti-dilution provisions in accordance with ASC 815 and
ASC 260. Under this guidance, the Company excludes instruments with certain down round features when determining whether a
financial instrument (or embedded conversion feature) is considered indexed to the Company’s own stock. As a result, financial
instruments (or embedded conversion features) with down round features are not required to be classified as derivative liabilities. The
Company recognizes the value of a down round feature only when it is triggered and the exercise or conversion price has been adjusted
downward. For equity-classified freestanding financial instruments, such as warrants, the Company treats the value of the effect of the
down round, when triggered, as a deemed dividend and a reduction of income available to common stockholders in computing basic
earnings per share. For convertible instruments with embedded conversion features containing down round provisions, the Company
recognizes the value of the down round as a beneficial conversion discount to be amortized to earnings.
Any incentive-based compensation received by the Optionee from the Company hereunder or otherwise shall be subject to
recovery by the Company in the circumstances and manner provided in any Incentive-based Compensation Recovery that may be
adopted or implemented by the Company and in effect from time to time on or after the date hereof, and Optionee shall effectuate any
such recovery at such time and in such manner as the Company may specify.
Derivative Instruments
Derivative financial instruments are recorded in the accompanying consolidated balance sheets at fair value in accordance
with ASC 815. When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the
Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary
economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic
characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate,
stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is
bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is
recorded in the accompanying consolidated balance sheets separately from the carrying value of the host contract. Subsequent changes
in the estimated fair value of derivatives are recorded as a gain or loss in the Company’s consolidated statements of operations.
Impairment
Long-lived assets are reviewed for impairment whenever facts or circumstances either internally or externally may suggest
that the carrying value of an asset may not be recoverable, Should there be an indication of impairment, we test for recoverability by
comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset
or asset group. Any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment
loss.
Recent accounting pronouncements
Note 3 to our audited consolidated financial statements appearing elsewhere in this report includes Recent Accounting
Pronouncements.
20
Results of operations
Years ended December 31, 2020 and 2019
Revenues
Our revenues for the year ended December 31, 2020 increased by $990, or 220%, to $1,440 as compared to $450 for the year
ended December 31, 2019. Our revenue is primarily derived from cryptocurrency mining which totaled $1,434 during 2020. The
increase in revenues is a result of increased Bitcoin mining production and Bitcoin prices.
The Company is also entitled to a royalty from the sale of POD5 mining containers manufactured and sold by Bit5ive, LLC.
During 2020 and 2019, the Company recognized $4 and $44, respectively, in royalties under this agreement due to a lower number of
POD5 sales.
Operating Expenses
Operating expenses for the year ended December 31, 2020 decreased by $3,640, or 46%, to $4,311 as compared to $7,951 for
the year ended December 31, 2019. The decrease in operating expenses was comprised of lower general and administrative expenses of
$4,857, offset by an increase in cost of revenue of $1,218.
Cost of Revenue
Cost of revenue for the year ended December 31, 2020 increased by $1,218, or 239%, to $1,728 as compared to $510 for the
year ended December 31, 2019. The primary reasons for this increase included higher electricity usage of $560 from increased bitcoin
mining, and higher depreciation expense of $932 resulting from recognition of a full year of service our bitcoin mining machines and
related assets; these assets were placed in service in the fourth quarter of 2019, and were depreciated for just one quarter in 2019. These
increases were offset by approximately $276 relating to other costs of revenue.
General and Administrative Expenses
The decrease in general and administrative expenses of $4,857 or 65% to $2,584 as compared to $7,441 for the year ended
December 31, 2019, was primarily caused by a decrease in stock-based compensation of $2,078 based on fewer shares issued or vested
and a lower stock price in 2020 compared to 2019, a decrease in payroll and related expenses of $436, a decrease of consulting fees in
the amount of $643, and a decrease in legal and professional fees of $208. These decreases were partly offset by an increase related to
the Company’s mining facility of $104.
Other Income and Expense
For the year ended December 31, 2020, non–operating expense consisted of accretion of debt discount of $882, a loss on sale
of property and equipment of $352, and interest expense of $347, partially offset by the change in fair value of the liability associated
with the termination of management agreements of $26, the change in fair value of derivative liability of $309, funding from PPP Loan
of $111, and other income of $119.
For the year ended December 31, 2019, non–operating expense consisted of accretion of debt discount of $5,605, partially
offset by a gain on extinguishment of debt of $3,540, interest income of $10, a gain on sale of property and equipment of $599, and a
change in the fair value of the liability associated with the termination of the management agreements of $176.
Liquidity and capital resources
Sources of Liquidity
We have historically financed our business through the sale of debt and equity interests. We have incurred significant
operating losses since inception and continue to generate losses from operations and as of December 31, 2020 have an accumulated
deficit of $418,389. At December 31, 2020, our cash and cash equivalents were $236, and our working capital deficit was $1,527. As
of December 31, 2020, we had one note payable outstanding with a principal amount of $230.
In January 2020, management completed the initial phase of its plan to consolidate its activities in Company-owned and
managed facilities, executing on its expansion model to secure low cost power and grow its cryptocurrency assets. In connection with
this plan, the Company terminated its management agreements and its third-party hosting arrangements in 2019. The Company will
need to raise additional funding to grow its operations and to pay current maturities of debt. There can be no assurance however that
the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. Such factors raise substantial
doubt about the Company’s ability to sustain operations for at least one year from the issuance of these consolidated financial
statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and
classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a
going concern.
21
The price of Bitcoin is volatile, and fluctuations are expected. Declines in the price of Bitcoin have had a negative impact in
our operating results and liquidity and could harm the price of our Common Stock. Movements may be influenced by various factors,
including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and
economic uncertainties around the world. Since we record revenue based on the price of earned Bitcoin and we may retain such Bitcoin
as an asset or as payment for future expenses, the relative value of such revenues may fluctuate, as will the value of any Bitcoin we
retain. The high and low exchange rate per Bitcoin for the year ending December 31, 2020, as reported by Blockchain.info, were
approximately $5 and $29 respectively.
The supply of Bitcoin is finite. Once 21 million Bitcoin are generated, the network will stop producing more. Currently, there
are approximately 19 million Bitcoin in circulation, or 90% of the total supply of Bitcoin. Within the Bitcoin protocol is an event
referred to as Halving where the Bitcoin reward provided upon mining a block is reduced by 50%. Halvings are scheduled to occur
once every 210,000 blocks, or roughly every four years, until the maximum supply of 21 million Bitcoin is reached. The most recent
Halving occurred in May 2020, with a revised reward payout of 6.25 Bitcoin per block.
Given a stable hash rate, a Halving reduces the number of new Bitcoin being generated by the network. While the effect is to
limit the supply of new coins, it has no impact on the quantity of total Bitcoin outstanding. As a result, the price of Bitcoin could rise or
fall based on overall investor and consumer demand. Should the price of Bitcoin remain unchanged after the next Halving, the
Company’s revenue would be reduced by 50%, with a much larger negative impact to profit.
The COVID-19 pandemic represents a fluid situation that presents a wide range of potential impacts of varying durations for
different global geographies, including locations where we have offices, employees, customers, vendors and other suppliers and
business partners. Like most US-based businesses, the COVID-19 pandemic and efforts to mitigate the same began to have impacts on
our business in March 2020. By that time, much of our first fiscal quarter was completed. In light of broader macro-economic risks and
already known impacts on certain industries, we have taken, and continue to take targeted steps to lower our operating expenses
because of the COVID-19 pandemic. We continue to monitor the impacts of COVID-19 on our operations closely and this situation
could change based on a significant number of factors that are not entirely within our control and are discussed in this and other
sections of this annual report on Form 10-K. To date, travel restrictions and border closures have not materially impacted our ability to
operate. However, if such restrictions become more severe, they could negatively impact those activities in a way that would harm our
business over the long term. Travel restrictions impacting people can restrain our ability to operate, but at present we do not expect
these restrictions on personal travel to be material to our business operations or financial results. Like most companies, we have taken a
range of actions with respect to how we operate to assure we comply with government restrictions and guidelines as well as best
practices to protect the health and well-being of our employees. We have also undertaken measures to reduce our administrative and
advisory costs required as a publicly reporting company. Actions taken to date include salary reductions for senior management and
termination of certain consulting agreements. However, the impacts of COVID-19 and efforts to mitigate the same have remained
unpredictable and it remains possible that challenges may arise in the future.
Our primary source of operating funds has been through debt and equity financing.
Equity Purchase Agreements
In June 2019, we entered into an equity purchase agreement pursuant to which we could issue and sell to an investor from time
to time up to 76,558,643 shares of our common stock registered with the SEC under a Form S-1. Through October 2019, 52,000,000
shares were issued and sold under this registration statement for net proceeds of $1,654.
Sale of Preferred Stock
On April 12, 2019, our Board of Directors approved the authorization of 200 shares of Series C Convertible Preferred Stock
with a par value of $0.001 and a stated value of $10,000 per share (“Preferred Shares”). The holders of the Preferred Shares are not
entitled to voting rights or to receive dividends. At any time prior to the one-year anniversary from the issuance date, the Company
may redeem the Preferred Shares at 1.4 times the Stated Value, following which we may redeem the Preferred Shares at 1.2 times the
Stated Value.
Each Preferred Share is convertible into shares of our common stock in an amount equal to the greater of: (a) 200,000 shares
of common stock or (b) the amount derived by dividing the Stated Value by the product of 0.7 times the market price of our common
stock, defined as the lowest trading price of our common stock during the ten day period preceding the conversion date. The holder
may not convert any Preferred Shares if the total amount of shares, together with holdings of its affiliates, following a conversion shall
exceed 9.99% of our common stock. The common shares issued upon conversion have been registered under our registration statement
on Form S-3. On April 12, 2019 and July 15, 2019, we sold 190 Preferred Shares for $1,890 and 10 Preferred Shares for $100,
respectively.
22
Sale of Common Stock
On April 12, 2019, we entered into a purchase agreement with an accredited investor whereby we sold 17,500,000 shares of
our common stock for $525 pursuant to our registration statement on Form S-3. The holder of these shares is also the holder of an
unsecured promissory note in the amount of $3,600 (the “June 2018 Note”) and an affiliate of the acquirer of 160 shares of the
Preferred Shares of which 115 are issued and outstanding as of December 31, 2020.
On January 28, 2021 and February 18, 2021, we issued 2,597,403 and 27,272,727 shares of the Company’s common stock,
respectively, to Chicago Venture Partners L.P., a Utah limited partnership, and Uptown Capital LLC, a Utah limited liability company,
in connection with the conversion of 10 and 105 shares of the Company’s Series C Convertible Preferred Stock (the “Series C
Preferred”). Following these conversions, the Company has no Series C Preferred issued or outstanding.
Debt Financing
December 2020 Note
On December 8, 2020, we entered into a securities purchase agreement pursuant to which we issued a convertible promissory
note in the principal amount of $230 which is convertible, at the option of the holder, into shares of common stock at a conversion
price equal to 70% of the lowest price for a share of common stock during the ten trading days immediately preceding the applicable
conversion. The Company received consideration of $200 for the convertible promissory note. The note bears interest at a rate of 8%
per annum and matures in twelve months.
On March 5, 2021, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Bucktown
Capital, LLC (the “Investor”), pursuant to which the Company issued a convertible promissory note in the original principal amount of
$13,210 (the “2021 Note”). The 2021 Note is convertible, at the option of the Investor, into shares of common stock of the Company at
a conversion price equal to 70% of the lowest price for a share of common stock during the ten trading days immediately preceding the
applicable conversion (the “Conversion Price”); provided, however, in no event shall the Conversion Price be less than $0.04 per share.
The 2021 Note bears interest at a rate of 8% per annum and will mature in twelve months.
The 2021 Note will be funded in tranches, with the initial tranche of $1,210 funded by the Investor on March 5, 2021 for
consideration of $1,000. Six subsequent tranches (five tranches, each for $1,200 and one tranche for $6,000) will be funded upon the
notice of effectiveness of a Registration Statement on Form S-1 covering the common stock issuable in connection with the 2021 Note.
Further, the final tranche requires the mutual agreement of the Company and Investor. Until such time as Investor has funded the
subsequent tranches, the Company will hold a series of Investor Notes that offset any unfunded portion of the 2021 Note.
The PPP Loan
On April 16, 2020, we entered into a promissory note with Aquesta Bank for $111 in connection with the Paycheck Protection
Program (“PPP”) offered by the U.S. Small Business Administration (the “PPP Loan”). The PPP Loan bears interest at 1% per annum,
with monthly installments of $6 commencing on November 1, 2021 for 18 months through its maturity on April 1, 2023. The principal
amount of the PPP Loan will be forgiven if the loan proceeds are used to pay for payroll costs, rent and utilities costs over the 24-week
period after the PPP Loan is made. Not more than 40% of the forgiven amount may be used for non-payroll costs. The amount of the
loan forgiveness may be reduced if the Company reduces its full-time head count. On April 1, 2021, the Company received notice of
forgiveness in the amount of $108 in relation to the PPP Loan. The Company used all proceeds from the PPP Loan to maintain payroll
and other allowable expenses. As a result, management believes that the Company has met the PPP eligibility criteria for forgiveness
for the remaining payable of $3 to the SBA and has concluded that the loan represents, in substance, a government grant that is
expected to be forgiven in its entirety.
Property & Equipment Acquisitions and Commitments
In connection with consolidating our activities in a Company-owned and managed facility in LaFayette, Georgia, we acquired
the following assets during 2019 and 2020:
● 6 acres of land in Lafayette, Georgia for $55
● 1,500 Bitcoin miners valued at $2,313
● Infrastructure costs totaling $905, including transformers and related equipment, land preparation, fencing, electrical
contracting, permits, design and architectural fees
● 5 modified Bitcoin mining containers for $761
23
Phase I of the LaFayette site is structurally complete. The entire facility, including the land, electrical transformers, the mining
containers and the miners, are owned by MGT. As we are presently using only a small percentage of the available electrical load, we
are exploring ways to grow our current operations.
Cash (used in) / provided by
Operating activities
Investing activities
Financing activities
Net increase in cash and cash equivalents
Cash Flows
Operating activities
Years ended December 31,
2020
2019
$
$
(650) $
359
311
20 $
(3,960)
(3,314)
7,394
120
Net cash used in operating activities was $650 for the year ended December 31, 2020 as compared to $3,960 for the year
ended December 31, 2019. The amount in 2020 primarily consisted of a net loss of $3,887 offset by non-cash charges of $2,536
(including: stock-based compensation of $222, an impairment charge to the Company’s intangible cryptocurrency mining assets of $49,
depreciation expense of $1,102, amortization of debt discount of $882, non-cash interest expense of $355 and loss on sale of property
and equipment of $352), and reduced by other non-cash items, including funding from the PPP Loan recognized as income in the
amount of $111, the change in the fair value of the liability associated with the termination of the management agreements of $26, the
change in the fair value of the derivative liability of $309, and a change in working capital excluding cash of $701.
Investing activities
Net cash provided by investing activities was $359 for the year ended December 31, 2020 as compared to net cash used in
investing activities of $3,314 for the year ended December 31, 2019. The amount in 2020 primarily consisted of purchases of property
and equipment of $376, offset by proceeds from the sale of property and equipment of $686.
Financing activities
During the year ended December 31, 2020, cash provided by financing activities totaled $311 which includes $200 in net
proceeds from the issuance of notes payable and $111 of proceeds from the PPP Loan.
Off–balance sheet arrangements
As of December 31, 2020, we had no obligations, assets or liabilities which would be considered off–balance sheet arrangements. We
do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as
variable interest entities, which would have been established for the purpose of facilitating off–balance sheet arrangements.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The Company is not exposed to market risk related to interest rates on foreign currencies.
Item 8. Financial Statements and Supplementary Data
See Financial Statements and Schedules attached hereto.
24
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under
the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our
acting Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. As required by paragraph (b) of
Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer (our principal executive) and acting Chief Financial
Officer (our principal financial officer and principal accounting officer) carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of December 31, 2020. Based on this evaluation, our Chief Executive Officer
and acting Chief Financial Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15
and 15d-15 under the Exchange Act) were not effective as December 31, 2020.
Limitations on Internal Control over Financial Reporting
An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined
in Exchange Act Rule 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process used to provide reasonable
assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in
accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes
policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our
financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and
expenditures are being made only in accordance with the authorization of our board of directors and management; and provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on our financial statements.
Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal
executive) and acting Chief Financial Officer (our principal financial officer and principal accounting officer), we performed a
complete documentation of the Company’s significant processes and key controls, and conducted an evaluation of the effectiveness of
our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, management concluded that
our internal control over financial reporting was not effective as of December 31, 2020.
This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public
accounting firm regarding internal control over financial reporting since the Company is a smaller reporting company under the rules
of the SEC.
Changes in Internal Control over Financial Reporting
During the year ended December 31, 2020, there were no changes in internal control over financial reporting.
Item 9B. Other Information
None.
25
Item 10. Directors, Executive Officers and Corporate Governance
PART III
Name
Robert B. Ladd
Age
62
Position
President, Chief Executive Officer, acting Chief Financial Officer and Director
Michael Onghai
50
Chairman of the Audit Committee, Compensation Committee and Nominating/Corporate
Governance Committee Member, Independent Director
Directors are elected based on experience, qualifications and in accordance with the Company’s by–laws to serve until the
next annual stockholders meeting and until their successors are elected in their stead. Officers are appointed by the Board and hold
office until their successors are chosen and qualified, until their death or until they resign or have been removed from office. All
corporate officers serve at the discretion of the Board. There are no family relationships between any director or executive officer and
any other director or executive officer of the Company.
Robert B. Ladd joined the Company in December 2010 as a Director. He was named Interim President and CEO in February
2011, and appointed President and CEO in January 2012, positions held continuously with the exception of November 2016 through
August 2017, a period during which Mr. Ladd was President. He also served as our Interim CFO from November 2015 through
February 2018 and acting Chief Financial Officer since July 1, 2020. On September 10, 2018, Mr. Ladd took a leave of absence from
his positions as President and Chief Executive Office and was reappointed as President and Chief Executive Officer on May 1, 2019.
Mr. Ladd was the Managing Member of Laddcap Value Advisors, LLC, which served as the investment manager for various private
partnerships, including Laddcap Value Partners LP. Prior to forming his investment partnership in 2003, Mr. Ladd was a Managing
Director at Neuberger Berman Group. Mr. Ladd is a former Director of InFocus Systems, Inc. (NASDAQ – INFS, 2007 to 2009), and
served on the boards of Delcath Systems, Inc. (NASDAQ – DCTH, 2006–2012) and Pyxis Tankers (NASDAQ – PXS, 2016 – 2017).
Mr. Ladd has earned his designation as a Chartered Financial Analyst (1986). Based on Mr. Ladd’s familiarity with the Company in
serving as our Chief Executive Officer since 2011 and his overall background and experience as an executive in the financial industry,
the Nominating and Corporate Governance Committee of the Board concluded that Mr. Ladd has the requisite experience,
qualifications, attributes and skill necessary to serve as a member of the Board.
Michael Onghai was appointed a director in May 2012. Mr. Onghai has been the CEO of LookSmart (OTC: LKST), since
February 2013. He has been the founder and Chairman of AppAddictive, an advertising and social commerce platform since July 2011.
Mr. Onghai is the President of Snowy August Management LLC, a special situations fund concentrating on the Asian market, spin–offs
and event–driven situations. Mr. Onghai is the founder of Stock Sheet, Inc., and Daily Stocks, Inc. – the web’s early providers of
financial information and search engine related content for financial information. Mr. Onghai has founded several other internet
technology companies for the last two decades. Mr. Onghai is an advisor to several internet incubators and is a panelist who advises
FundersClub on which companies to accept for its pioneering venture capital platform. Mr. Onghai has earned his designation as a
Chartered Financial Analyst (2006) and holds a B.S. in Electrical Engineering and Computer Science from the University of California,
Los Angeles and graduated from the Executive Management Certificate Program in Value Investing (The Heilbrunn Center for Graham
& Dodd Investing) Graduate School of Business at Columbia Business School. The Board believes that Mr. Onghai has the experience,
qualifications, attributes and skills necessary to serve as a director and chairman of the Audit Committee because of his years of
business experience and financial expertise.
Family Relationships
There are no family relationships among any of the Company’s directors and executive officers.
26
Board Role in Risk Oversight
The Board’s primary function is one of oversight. The Board as a whole works with the Company’s management team to
promote and cultivate a corporate environment that incorporates enterprise-wide risk management into strategy and operations.
Management periodically reports to the Board about the identification, assessment and management of critical risks and management’s
risk mitigation strategies. Each committee of the Board is responsible for the evaluation of elements of risk management based on the
committee’s expertise and applicable regulatory requirements. In evaluating risk, the Board and its committees consider whether the
Company’s programs adequately identify material risks in a timely manner and implement appropriately responsive risk management
strategies throughout the organization. The audit committee focuses on assessing and mitigating financial risk, including risk related to
internal controls, and receives at least quarterly reports from management on identified risk areas. In setting compensation, the
compensation committee strives to create incentives that encourage behavior consistent with the Company’s business strategy, without
encouraging undue risk-taking. The nominating committee considers areas of potential risk within corporate governance and
compliance, such as management succession. Each of the committees reports regularly to the Board as a whole as to their findings with
respect to the risks they are charged with assessing.
Code of Business Conduct and Ethics
On July 11, 2018, the Board revised the Code of Business Conduct and Ethics which applies to all directors and employees
including the Company’s principal executive officer, principal financial officer and principal accounting officer or persons performing
similar functions. Prior to July 11, 2018, the Company’s employees and directors were subject to the previous Code of Ethics adopted
by the Board on June 25, 2012.
Copies of the Code of Business Conduct and Ethics can be obtained, without charge by writing to the Corporate Secretary at
MGT Capital Investments, Inc., 150 Fayetteville Street, Suite 1110, Raleigh, NC 27601, or through our corporate website at
mgtci.com.
Audit Committee and Audit Committee Financial Expert
On November 25, 2004, the Board established an Audit Committee to carry out its audit functions. At December 31, 2020, the
membership of the Audit Committee was Michael Onghai.
The Board has determined that Michael Onghai, an independent director, is the Audit Committee financial expert, as defined
in Regulation S–K promulgated under the Exchange Act, serving on its Audit Committee.
Item 11. Executive Compensation
Summary Compensation Table
The following table summarizes Fiscal Years 2020 and 2019 compensation for services in all capacities of the Company’s named
executive officers and other individuals:
Principal Position
Year
Salary
Bonus
Stock
awards
All other
compensation
Total
compensation
Name
Robert B. Ladd
H. Robert
Holmes
President, Chief
Executive Officer and
Acting Chief Financial
Officer(1)
Interim President and
Chief Executive
Officer (2)
Robert S. Lowrey
Chief Financial Officer
(3)
2020
2019
$
$
282 $
360 $
- $
- $
- $
- $
$
- $
2020
2019
2020
2019
$
$
$
$
40 $
125 $
155 $
240 $
- $
- $
40 $
- $
- $
- $
- $
- $
- $
- $
- $
- $
282
360
40
125
195
240
(1) Mr. Ladd took a leave of absence as President and Chief Executive Officer on September 10, 2018 and was reappointed as
President and Chief Executive Officer on May 1, 2019. Mr. Ladd was appointed as the acting Chief Financial Officer since July 1,
2020.
(2) Mr. Holmes was appointed Interim Chief President and Chief Executive Officer from September 10, 2018 to May 1, 2019.
Compensation for Mr. Holmes in 2019 included $75 in Director fees and $50 in salary. Compensation for Mr. Holmes in 2020
included $40 in Director fees. H. Robert Holmes resigned from his position as a director of the Company on May 26, 2020
(3) Mr. Lowrey was appointed Chief Financial Officer on March 1, 2018 and resigned on June 30, 2020.
27
Employment Agreements
Robert B. Ladd
On April 1, 2018, the Company entered into an Amended and Restated Executive Employment Agreement (the “Employment
Agreement”) with Mr. Ladd, which was executed on April 6, 2018. The Employment Agreement provides that Mr. Ladd has been
reappointed as President and Chief Executive Officer of the Company for an initial term of two years. Mr. Ladd is entitled to receive an
annualized base salary of $360 and is also eligible for a cash and/or equity bonus as the Compensation Committee may determine,
from time to time, based on meeting performance objectives and bonus criteria to be mutually identified by Mr. Ladd and the
Compensation Committee. In connection with the execution of the Employment Agreement, the Company issued to Mr. Ladd 600,000
shares of the Company’s restricted Common Stock, pursuant to the Company’s 2016 Stock Option Plan, vesting over a two-year
period. On September 10, 2018 through May 1, 2019, Mr. Ladd took a leave of absence as an executive and officer of the Company in
order to focus on allegations levied against him in an SEC complaint filed on September 7, 2018.
On November 11, 2020, the Company and Mr. Ladd agreed to amend the Employment Agreement, by resetting its effective
date to November 1, 2020, and reducing the annualized base salary to $240,000.
Robert S. Lowrey
On March 8, 2018, the Company entered into an employment agreement with Mr. Lowrey, effective March 1, 2018 for an
initial term of two years with an annualized base salary of $240,000. Mr. Lowrey also received a one-time signing bonus of $10,000.
Mr. Lowrey was also eligible for a cash and/or equity bonus as the Compensation Committee may determine. In connection with the
execution of his employment agreement, the Company issued to Mr. Lowrey 750,000 shares of the Company’s restricted Common
Stock, pursuant to the Company’s 2016 Stock Option Plan, one-third of which vested on each of March 8, 2019, September 8, 2019,
and March 8, 2020. On August 1, 2018, the Company issued Mr. Lowrey 250,000 shares of the Company’s Common Stock, pursuant
to the Company’s 2016 Stock Option Plan, one-third of which vested on each of January 31, 2019, July 31, 2019, and January 1, 2020.
The employment agreement expired on February 28, 2020, after which time, Mr. Lowrey remained an employee with the same title,
responsibilities, compensation and benefits.
On June 30, 2020, in connection with the end of his employment, Mr. Lowrey and the Company entered into a separation and
release agreement dated June 30, 2020 (the “Separation Agreement”). The Separation Agreement provided that Mr. Lowrey would be
paid a lump sum of $25,000, representing all compensation earned or deferred through the end of Mr. Lowrey’s employment. In
addition, the Separation Agreement provided for the payment of $19,525 to Mr. Lowrey for unreimbursed taxes and for Company-paid
COBRA health insurance coverage.
Outstanding Equity Awards at December 31, 2020
Outstanding Stock Awards at Fiscal Year-End for 2020
None
Director Compensation
The following table sets forth the compensation of persons who served as a member of our Board of Directors during all or
part of 2020, other than Robert B. Ladd, who is not compensated separately for Board service, and H. Robert Holmes whose
compensation is discussed under “Executive Compensation.”
28
Name
Fees Earned
Or
Paid in Cash
Stock
Awards
All Other
Compensation
Total
Michael Onghai
$
29 $
- $
- $
29
Directors are reimbursed for their out–of–pocket expenses incurred in connection with the performance of Board duties.
Independent Director Compensation
In 2020, the Company changed its cash compensation policy for independent directors. Each independent director will receive
annual compensation of $30.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information regarding beneficial ownership and voting power of the Common Stock as
of April 14, 2021, of:
● each person serving as a director, a nominee for director, or executive officer of the Company;
● all executive officers and directors of the Company as a group; and
● all persons who, to our knowledge, beneficially own more than five percent of the Common Stock.
“Beneficial ownership” here means direct or indirect voting or investment power over outstanding stock and stock which a
person has the right to acquire now or within 60 days after April 14, 2021. See the accompanying footnotes to the tables below for
more detailed explanations of the holdings. Except as noted, to our knowledge, the persons named in the tables beneficially own and
have sole voting and investment power over all shares listed.
Percentage beneficially owned is based upon 536,649,910 shares of Common Stock issued and outstanding as of April 14,
2021.
Name and Address of Beneficial Owner (1)
Current Directors and Officers:
Robert B. Ladd
Michael Onghai
All directors and executive officers (2 persons)
5% Stockholders
None
Amount and Nature of
Beneficial
Ownership
[Percentage of Beneficial
Ownership]
1,773,334
586,000
2,359,334
0.33%
0.11%
0.44%
(1) Unless otherwise noted, the addresses for the above persons are in care of the Company at 105 Fayetteville Street, Suite
1110, Raleigh, NC 27601.
29
Securities Authorized for Issuance Under Equity Compensation Plans
The table below provides information on our equity compensation plans as of December 31, 2020:
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted–average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
(c)
0 $
-
–
0 $
–
-
5,102,586
–
5,102,586
Plan category
Equity compensation plans approved by security
holders (1)
Equity compensation plans not approved by security
holders
Total
(1) On September 8, 2016, the Company’s stockholders approved the MGT Capital Investments, Inc. 2016 Equity Incentive
Plan. The Company received approval to issue up to a maximum of 18,000,000 shares of Common Stock, including
6,000,000 options and 2,000,000 restricted shares to certain officers of the Company. As of December 31, 2020, the
Company has issued 6,000,000 options and 6,897,414 shares under this plan. All options expired on January 31, 2020.
Item 13. Certain Relationships and Related Transactions and Director Independence
None.
Director Independence
Michael Onghai is considered independent under Section 803A of NYSE MKT rules.
Item 14. Principal Accountant Fees and Services
Effective January 5, 2017, RBSM LLP became our current independent auditor. The following is a summary of the fees billed
by our independent auditors for professional services rendered for the fiscal years ended December 31, 2020 and 2019.
Audit fees
Tax fees
Audit-related fees
Other fees
Year Ended December 31,
2019
2020
264 $
–
–
–
264 $
262
–
18
–
280
$
$
Audit fees consist of fees billed for services rendered for the audit of our financial statements and review of our financial
statements included in our quarterly reports on Form 10–Q.
Tax fees consist of fees billed for professional services related to the preparation of our U.S. federal and state income tax
returns and tax advice.
Audit–related fees consists of fees reasonably related to the performance of the audit or review of the Company’s financial
statements that are not reported as “Audit Fees.”
All other fees consist of fees for other miscellaneous items, including fees related to registrations statements.
All services provided by the Company’s independent auditor were approved by the Company’s audit committee.
Pre–Approval Policy of Services Performed by Independent Registered Public Accounting Firm
The Audit Committee’s policy is to pre–approve all audit and non–audit related services, tax services and other services. Pre–
approval is generally provided for up to one year, and any pre–approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. The Audit Committee has delegated the pre–approval authority to its chairperson when
expedition of services is necessary. The independent registered public accounting firm and management are required to periodically
report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in
accordance with this pre–approval and the fees for the services performed to date.
30
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
PART IV
The consolidated financial statements of the Company for the fiscal years covered by this Annual Report are located on pages F-1 to F-
37 of this Annual Report.
Exhibit No.
Description
3.1
3.2
4.1
4.2
4.3
10.1
10.2
10.3
10.4
10.5
21.1
23.1
31
32
Restated Certificate of Incorporation of MGT Capital Investments, Inc., as amended (incorporated by reference to
Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on April 16, 2019).
Amended and Restated Bylaws of MGT Capital Investments, Inc. (incorporated by reference to Exhibit 3.1 to the
Current Report on Form 8-K filed with the SEC on January 30, 2014).
Certificate of Designation of 12% Series B Preferred Stock of MGT Capital Investments, Inc., filed with the Delaware
Secretary of State on January 11, 2019 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
filed with the SEC on January 14, 2019).
Certificate of Designation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K filed with the SEC on April 18, 2019).
Description of MGT Capital Investment, Inc.’s Securities (incorporated by reference to Exhibit 4.3 to the Annual Report
on Form 10-K filed with the SEC on March 30, 2020).
Employment Agreement, by and between MGT Capital Investments, Inc. and Robert Ladd, dated as of April 1, 2018
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 12, 2018).
Agreement, effective as of May 1, 2019, by and among MGT Capital Investments, Inc., N 4th Street LLC, and Bit5ive
LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 15,
2019).
Securities Purchase Agreement, dated December 8, 2020, between MGT Capital Investments, Inc. and Bucktown
Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on
December 14, 2020).
Convertible Promissory Note in favor of Bucktown Capital, LLC dated December 8, 2020 (incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on December 14, 2020).
Amendment to Employment Agreement, dated November 11, 2020, by and between MGT Capital Investments, Inc. and
Robert Ladd.*
Subsidiaries*
Consent of independent registered public accountant.*
Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer and Principal
Accounting Officer*
Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer and Principal
Financial Officer*
101.INS
XBRL Instance Document*
101.SCH
XBRL Taxonomy Extension Schema*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
*
Filed herewith.
Item 16. Form 10–K Summary.
Not applicable.
31
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
April 15, 2021
MGT CAPITAL INVESTMENTS, INC
By: /s/ Robert B. Ladd
Robert B. Ladd
President (Principal Executive Officer)
Pursuant to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
Title
/s/ Robert B. Ladd
Robert B. Ladd
/s/ Michael Onghai
Michael Onghai
Date
April 15, 2021
President, Chief Executive Officer, Acting Chief Financial Officer
and Director
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
Director
April 15, 2021
32
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
MGT Capital Investments, Inc.
Opinion on the Financial Statement
We have audited the accompanying consolidated balance sheets of MGT Capital Investments, Inc. and its subsidiary (the Company) as
of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders’ (deficit) equity and cash flows for
each of the years in the two year period ended December 31, 2020, and the related notes (collectively referred to as the financial
statement). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two year period ended
December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
The Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and will require
additional capital to continue as a going concern. This raises substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such
opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to
the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical
audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the
critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they
relate.
Revenue from mining of digital currencies – Refer to Note 3 of the consolidated financial statements
Critical Audit Matter Description
As disclosed in Note 3, the Company’s primary revenue stream is related to the mining of digital currencies. The Company derives its
revenue by solving “blocks” to be added to the blockchain and providing transaction verification services within the digital currency
network of Bitcoin, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital
currency (“Coins”). The Coins are recorded as revenue, using the average spot price of Bitcoin on the date of receipt. The Coins are
recorded on the balance sheet as an intangible digital asset valued at the lower of cost or net realizable value. Net realizable value
adjustments, to adjust the value of Coins to market value, are included in cost of revenue on the Company’s consolidated statements of
operations. Further, any gain or loss on the sale of Coins would be recorded to costs of revenue. Costs of revenue include electricity
costs, equipment and infrastructure depreciation, and net realizable value adjustments. During the year ended December 31, 2020, the
Company recognized net cryptocurrency mining revenue of approximately $1,440,000.
We identified the accounting for and disclosure of cryptocurrency mining revenue recognized as a critical audit matter for the following
reasons. Currently, no authoritative guidance exists for the accounting for and disclosure of cryptocurrency mining revenue recognized
in accordance with GAAP. The Company’s management has exercised significant judgment in their determination of how existing
GAAP should be applied to the accounting for and disclosure of cryptocurrency mining revenue recognized.
How the Critical Audit Matter Was Addressed in the Audit
The primary procedures we performed to address this critical audit matter included the following:
● Performed a site visitation of the bitcoin mining facility where the Company’s mining hardware is located, which included an
observation of the physical and environmental controls and mining equipment inventory observation procedures;
● Evaluated management’s rationale for the application of ASC 606 to account for its cryptocurrency awards earned, which
included evaluating the provisions of the contract between the Company and the Pool;
● Evaluated management’s disclosures of its cryptocurrency activity in the financial statement footnotes;
● Evaluated and tested management’s rationale and supporting documentation associated with the valuation of cryptocurrency
awards earned;
● Examined the Company’s hash rate and other assumptions to verify the Company’s mining capacity during the year;
● Examined and verified certain bitcoins mined by the Company agree to public blockchain; and
● Examined supporting sale and cash receipt evidence for cryptocurrency sales, including management’s processes for
calculating any gains on sales of cryptocurrencies mined by the Company.
/s/ RBSM LLP
We have served as the Company’s auditor since 2017.
New York, NY
April 15, 2021
33
Item 1. Financial Statements
PART I – FINANCIAL INFORMATION
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per-share amounts)
Assets
Current assets
Cash and cash equivalents
Prepaid expenses and other current assets
Intangible digital assets
Total current assets
Non-current assets
Property and equipment, at cost, net
Right of use asset, operating lease, net of accumulated amortization
Other assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable
Accrued expenses and other payables
Convertible note payable, net of debt discount
Management agreement termination liability
Operating lease liability
Derivative liability
Total current liabilities
Non-current liabilities
Operating lease liability
Total liabilities
Commitments and Contingencies (Note 9)
Stockholders’ Equity
Undesignated preferred stock, $0.001 par value, 8,489,800 shares authorized. No
shares issued and outstanding at December 31, 2020 and 2019.
Series B preferred stock, $0.001 par value, 10,000 shares authorized. No shares issued
or outstanding at December 31, 2020 and 2019.
Series C convertible preferred stock, $0.001 par value, 200 share authorized. 115
shares issued and outstanding at December 31, 2020 and 2019.
Common stock, $0.001 par value; 2,500,000,000 shares authorized; 506,779,781 and
413,701,289 shares issued and outstanding at December 31, 2020 and 2019,
respectively.
Additional paid-in capital
Accumulated deficit
Total stockholders’ equity
$
$
$
December 31,
2020
2019
236 $
10
4
250
1,872
56
123
2,301 $
1,261 $
242
5
-
23
246
1,777
33
1,810
-
-
-
216
125
18
359
3,536
78
321
4,294
795
26
52
116
19
-
1,008
59
1,067
-
-
-
507
418,373
(418,389)
491
414
417,315
(414,502)
3,227
Total Liabilities and Stockholders’ Equity
$
2,301 $
4,294
The accompanying notes are an integral part of these consolidated financial statements
F-1
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per-share amounts)
For the Year Ended December 31,
2020
2019
$
1,440 $
450
Revenue
Operating expenses
Cost of revenue
General and administrative
Total operating expenses
Operating loss
Other non-operating income (expense)
Interest (expense) income
Funding from SBA PPP loan
Change in fair value of liability
Change in fair value of derivative liability
Accretion of debt discount
Gain (loss) on sale of property and equipment
Other income
Gain on extinguishment of debt
Total non-operating expense
Net loss
Deemed dividend
1,728
2,584
4,311
(2,871)
(347)
111
26
309
(882)
(352)
119
-
(1,015)
(3,887)
-
510
7,441
7,951
(7,501)
10
-
176
-
(5,605)
599
-
3,540
(1,280)
(8,781)
(1,005)
(9,786)
(0.04)
Net loss attributable to common stockholders
Per-share data
Basic and diluted loss per share
$
$
(3,887) $
(0.01) $
Weighted average number of common shares outstanding
473,752,463
257,122,569
The accompanying notes are an integral part of these consolidated financial statements
F-2
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Dollars in thousands, except per-share amounts)
Common Stock
Shares
Amount
Additional
Paid-
In Capital
Accumulated
Deficit
Total
Stockholders’
(Deficit)
Equity
111,079,683 $
111 $ 403,299 $
(404,719) $
Preferred Stock
Shares Amount
- $ -
-
-
Balance at January 1, 2019
Stock issued for services
Stock based compensation -
employee restricted stock
Sale of stock under equity
purchase agreement
Stock sold in connection with
registered direct placements
Sale of preferred stock
Common stock issued on
conversion of notes payable
Conversion of preferred stock
Issuance of common stock for
mining assets
Exercise of warrants
Warrant buy-back and
cancellation
Cancellation of shares received
from transfer agent
Deemed dividend
Cumulative effect adjustment
related to ASU adoption
Issuance of stock based
compensation - employee
restricted stock
Net loss
Balance at December 31, 2019
Stock based compensation -
employee restricted stock
Common stock issued on
conversion of notes payable
Net loss
Balance at December 31, 2020
-
-
-
200
-
(85)
-
-
-
-
-
-
-
-
115
-
-
-
115 $
-
-
-
-
-
-
-
-
-
-
-
-
-
160,500
-
-
-
-
60
2,249
-
119,000,000
119
5,216
507
1,990
2,614
(28)
301
116
(14)
-
-
17,500,000
-
-
-
124,089,191
27,605,667
10,250,000
4,000,000
-
(83,752)
-
-
18
-
124
28
10
4
-
-
-
-
-
1,005
-
(1,005)
-
3
-
-
-
-
-
-
-
-
-
-
(1,309)
60
2,249
5,335
525
1,990
2,738
-
311
120
(14)
-
-
3
100,000
-
413,701,289
-
-
414
-
-
417,315
-
(8,781)
(414,502)
-
(8,781)
3,227
-
93,078,492
-
-
93
-
222
836
-
506,779,781 $
507 $ 418,373 $
-
222
-
(3,887)
(418,389) $
929
(3,887)
491
The accompanying notes are an integral part of these consolidated financial statements
F-3
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands, except per-share amounts)
For the Year Ended December 31,
2020
2019
Cash Flows From Operating Activities
Net loss
Adjustments to reconcile net loss to net cash used in operating activities
$
(3,887) $
Depreciation
(Gain) loss on sale of property and equipment
Impairment of property and equipment
Change in fair value of liability
Change in fair value of derivative liability
Stock-based compensation expense
Funding from SBA PPP loan recognized as income
Extinguishment of note payable
Amortization of note discount
Amortization of right-of-use asset
Non-cash interest expense
Termination of management agreements
Change in operating assets and liabilities
Prepaid expenses and other current assets
Intangible digital assets
Management agreement termination liability
Right of use asset
Operating lease liability
Other assets
Accounts payable
Accrued expenses
Net cash used in operating activities
Cash Flows From Investing Activities
Purchase of property and equipment
Proceeds from sale of property and equipment
Proceeds from sale of Bitcoin received for sale of equipment
Deposits made on property and equipment
Refund of security deposit
Net cash provided by (used in) investing activities
Cash Flows From Financing Activities
Proceeds from SBA PPP loan
Proceeds from the issuance of notes payable, net of original issue discount
Proceeds from sale of common stock
Payment of deferred offering costs
Proceeds from sale of stock under equity purchase agreement, net of issuance costs
Sale of preferred stock, net of issuance costs
Repayment of notes payable
Proceeds from exercise of warrants
Warrant buybacks
Net cash provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental disclosure of cash flow information
Cash paid for interest
Cash paid for income tax
Non-cash investing and financing activities
Reclassification of deposit to property plant and equipment
Deemed dividend on warrant modification and beneficial conversion feature of
preferred stock
Cumulative effect adjustment related to ASU adoption
Conversion of notes payable into common stock
Repayment of note payable and interest through the issuance of shares under the
equity purchase agreement
Acquisition of miners through common stock
Conversion of Series C convertible preferred stock into common stock
Reclassification of deferred offering costs
Debt discount on associated with convertible note
$
$
$
$
$
$
$
$
$
$
$
1,102
352
49
(26)
(309)
222
(111)
-
882
20
355
-
115
14
(90)
2
(22)
-
466
216
(650)
(376)
686
53
(38)
34
359
111
200
-
-
-
-
-
-
-
311
20
216
236 $
- $
- $
202 $
- $
- $
929 $
- $
$
- $
- $
(8,781)
170
(599)
64
(176)
-
2,301
-
(3,540)
5,605
-
-
536
80
12
(45)
9
(6)
66
352
(8)
(3,960)
(3,646)
535
(203)
-
(3,314)
-
-
525
(70)
5,053
1,990
(210)
120
(14)
7,394
120
96
216
3
-
-
1,005
3
2,738
354
311
28
70
The accompanying notes are an integral part of these consolidated financial statements
F-4
$
230
$
-
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Note 1. Organization and Basis of Presentation
Organization
MGT Capital Investments, Inc. (“MGT” or the “Company”) is a Delaware corporation that was incorporated in 2000. MGT
was originally incorporated in Utah in 1977. MGT is comprised of the parent company and its wholly owned subsidiary MGT Sweden
AB. MGT’s corporate office is in Raleigh, North Carolina.
Cryptocurrency mining
Current Operations
The Company owned approximately 669 and 649 Antminer S17 Pro Bitcoin miners at its Company-owned and managed
facility located in LaFayette, GA as of December 31, 2020 and April 15, 2021, respectively. All miners were purchased from
Bitmaintech Pte. Ltd., a Singapore limited company (“Bitmain”), and are collectively rated at approximately 30 Ph/s in computing
power. Bitmain has acknowledged manufacturing defects, combined with inadequate repair facilities, rendering approximately one half
of our miners in need of repair or replacement. The Company’s miners are housed in three modified shipping containers. A utility
substation, adjacent to the several acre property, has access to over 20 megawatts (MW) of low-cost power. The Company’s current
electrical load is estimated at slightly under 1.0 MW. The entire facility, including the land, two 2500 KVA 3-phase transformers, the
mining containers, and miners, are owned by MGT. As the Company is presently using only a portion of the built-out available
electrical load, it is exploring ways to grow and maintain its current operations including but not limited to further equipment sales,
leasing space to other Bitcoin miners, and raising capital to acquire newest generation miners.
Basis of presentation
The accompanying consolidated financial statements for the years ended December 31, 2020 and 2019 have been prepared in
accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and
regulations of the United States Securities and Exchange Commission (“SEC”).
COVID-19 pandemic:
The COVID-19 pandemic represents a fluid situation that presents a wide range of potential impacts of varying durations for
different global geographies, including locations where we have offices, employees, customers, vendors and other suppliers and
business partners.
Like most US-based businesses, the COVID-19 pandemic and efforts to mitigate the same began to have impacts on our
business in March 2020. By that time, much of our first fiscal quarter was completed. During the year ending December 31, 2020, the
affects of COVID-19 were most noticeable in the daily interactions employees and consultant. Due to the volatility of bitcoin, it is
difficult to quantify the effects of COVID-19. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its
spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity
for the year ended December 31, 2021.
In light of broader macro-economic risks and already known impacts on certain industries, we have taken, and continue to
take targeted steps to lower our operating expenses because of the COVID-19 pandemic. We continue to monitor the impacts of
COVID-19 on our operations closely and this situation could change based on a significant number of factors that are not entirely
within our control and are discussed in this and other sections of this annual report on Form 10-K.
To date, travel restrictions and border closures have not materially impacted our ability to operate. However, if such
restrictions become more severe, they could negatively impact those activities in a way that would harm our business over the long
term. Travel restrictions impacting people can restrain our ability to operate, but at present we do not expect these restrictions on
personal travel to be material to our business operations or financial results.
Like most companies, we have taken a range of actions with respect to how we operate to assure we comply with government
restrictions and guidelines as well as best practices to protect the health and well-being of our employees. We have also undertaken
measures to reduce our administrative and advisory costs required as a publicly reporting company. Actions taken to date include salary
reductions for senior management and termination of certain consulting agreements. However, the impacts of COVID-19 and efforts to
mitigate the same have remained unpredictable and it remains possible that challenges may arise in the future.
F-5
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
The actions we have taken so far during the COVID-19 pandemic include, but are not limited to:
● requiring all employees who can work from home to work from home;
● increasing our IT networking capability to best assure employees can work effectively outside the office;
● for employees who must perform essential functions in one of our offices;
● Having employees maintain a distance of at least six feet from other employees whenever possible;
● Having employees work in dedicated shifts to lower the risk all employees who perform similar tasks might
become infected by COVID-19;
● Having employees stay segregated from other employees in the office with whom they require no interaction;
and
● Requiring employees to wear masks while they are in the office whenever possible.
Note 2. Going Concern and Management’s Plans
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had
incurred significant operating losses since inception and continues to generate losses from operations. As of December 31, 2020, the
Company had an accumulated deficit of $418,389. As of December 31, 2020 MGT’s cash and cash equivalents were $236.
The Company will require additional funding to grow its operations. Further, depending upon operational profitability, the
Company may also need to raise additional funding for ongoing working capital purposes. There can be no assurance however that the
Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. The Company’s ability to raise
additional capital is impacted by the volatility of Bitcoin mining economics and the SEC’s ongoing enforcement action against our
Chief Executive Officer, both of which are highly uncertain, cannot be predicted, and could have an adverse effect on the Company’s
business and financial condition.
Since January 2020, the Company has secured working capital from a PPP loan, the issuance of a convertible note, and the
sale of assets.
Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of
these consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments related to
the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
Note 3. Summary of Significant Accounting Policies
Principles of consolidation
The consolidated financial statements include the accounts of MGT and MGT Sweden AB. All intercompany transactions and
balances have been eliminated.
Use of estimates and assumptions and critical accounting estimates and assumptions
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date
of the financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ
from those which result from using such estimates. Management utilizes various other estimates, including but not limited to
determining the estimated lives of long-lived assets, stock compensation, determining the potential impairment of long-lived assets, the
fair value of warrants issued, the fair value of conversion features, the recognition of revenue, the valuation allowance for deferred tax
assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial
statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of
revisions are reflected in the period that they are determined to be necessary.
F-6
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Cash and cash equivalents
The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be
cash equivalents. The Company’s combined accounts were $236 and $216 as of December 31, 2020 and 2019, respectively. Since the
FDIC’s insurance coverage is for combined account balances that exceed $250, there is no concentration of credit risks.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line
method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The
cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired
or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in
income in the year of disposition. Deposits on property and equipment are initially classified as Other Assets and upon delivery,
installation and full payment, the assets are classified as property and equipment on the consolidated balance sheet.
Research and development
Research and development expenses were charged to operations as incurred. No research and development costs were
incurred in 2019 and 2020.
Income taxes
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and
liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for
financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes
is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income.
Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets
and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates
the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all
the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be
challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for
income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of
reserves may be necessary.
Revenue recognition
The Company’s primary revenue stream is related to the mining of digital currencies. The Company derives its revenue by
solving “blocks” to be added to the blockchain and providing transaction verification services within the digital currency network of
Bitcoin, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital currency
(“Coins”). The Coins are recorded as revenue, using the average spot price of Bitcoin on the date of receipt. The Coins are recorded on
the balance sheet as an intangible digital asset valued at the lower of cost or net realizable value. Net realizable value adjustments, to
adjust the value of Coins to market value, are included in cost of revenue on the Company’s consolidated statement of operations.
Further, any gain or loss on the sale of Coins would be recorded to costs of revenue. Costs of revenue include electricity costs,
equipment and infrastructure depreciation, and net realizable value adjustments. During 2019, costs of revenues also included hosting
fees based on third-party hosting agreements, all of which were terminated as of December 31, 2019.
The Company also recognized revenue from its management agreements through their termination in August and September
2019, as further described in Note 9. The Company received a fee from each management agreement based on the amount of Bitcoin
mined, half of the profits and was reimbursed for any electricity costs incurred to run the Bitcoin mining machines it managed in its
facilities.
F-7
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Additionally, the Company had machines located in hosted facilities in Ohio and Colorado. The Company received an
allocation of profits from these facilities, as further described in Note 9. The Company recorded the net amount of the Bitcoin received
as revenue in its statement of operations.
The Company also recognizes a royalty participation upon the sale of Pod5ive Containers, manufactured by Bit5ive LLC of
Miami, Florida under the terms of a five-year collaboration agreement entered in August 2018.
Loss per share
Basic loss per share is calculated by dividing net loss applicable to common shareholders by the weighted average number of
common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common
shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares
outstanding during the period. Potential dilutive securities, comprised of unvested restricted shares, convertible debt stock warrants,
stock options, convertible debt and convertible preferred stock are not reflected in diluted net loss per share because such potential
shares are anti–dilutive due to the Company’s net loss.
Accordingly, the computation of diluted loss per share for the year ended December 31, 2020 excludes 33,333 unvested
restricted shares, 9,173,651 shares issuable upon the conversion of convertible debt, and 45,634,921 shares under convertible preferred
stock. The computation of diluted loss per share for the year ended December 31, 2019 excludes 650,000 unvested restricted shares,
6,000,000 shares issuable under stock options, 78,050,084 shares issuable upon the conversion of convertible debt, and 96,638,655
shares under convertible preferred stock.
Stock–based compensation
The Company applies ASC 718-10, “Share- Based Payment,” which requires the measurement and recognition of
compensation expenses for all share based payment awards made to employees and directors including employee stock options under
the Company’s stock plans and equity awards issued to non-employees based on estimated fair values.
ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-
pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the
Company’s consolidated statements of comprehensive loss.
Restricted stock awards are granted at the discretion of the compensation committee of the board of directors of the Company
(the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service
periods, typically over a 12 to 24-month period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair
market value of a share of the Company’s common stock on the grant date.
The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The
Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are
the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and
the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s common stock over the
expected term of the option. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the
appropriate term.
Determining the appropriate fair value model and calculating the fair value of equity–based payment awards require the input
of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards
represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. The
Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest.
Fair Value Measure and Disclosures
ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework
provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest
priority to unobservable inputs (Level 3 measurements).
F-8
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to
transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined
based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to
prioritize the inputs in measuring fair value as follows:
●
●
●
Level 1 Quoted prices in active markets for identical assets or liabilities.
Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in
markets that are not active, or other inputs that are observable, either directly or indirectly.
Level 3 Significant unobservable inputs that cannot be corroborated by market data.
As of December 31, 2020, the Company had a Level 3 financial instrument related to the derivative liability. As of December
31, 2019, the Company had a Level 3 financial instrument related to the management agreement termination liability. Observable
transactions are not available to aid in determining the fair value of the management agreement termination liability or the derivative
liability. Therefore, the fair value for the management agreement termination liability was determined based on the remaining
payments which include two components that are based on market conditions, Bitcoin price and Difficulty Rate, thus requiring the
liability to be adjusted to fair value on a periodic basis. The fair value of Bitcoin price and Difficulty Rate are obtained on quoted
prices in active markets. The Black-Scholes pricing model was used to determine the fair value of the derivative liability based on
volatility, underlying stock price, the conversion price, the term, and the risk-free rate.
Gain (Loss) on Modification/Extinguishment of Debt
In accordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option
that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for
as extinguishment of the original instrument along with the recognition of a gain or loss. Additionally, under ASC 470, a substantive
modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the
present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the
remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of
the original instrument along with the recognition of a gain or loss.
Impairment of long-lived assets
Long-lived assets are reviewed for impairment whenever facts or circumstances either internally or externally may suggest
that the carrying value of an asset may not be recoverable, should there be an indication of impairment, we test for recoverability by
comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset
or asset group. Any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment
loss.
Leases
Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a
right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach.
The assets and liabilities from operating leases are recognized at the acquisition date based on the present value of remaining lease
payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily
determinable. The lease term includes the non-cancellable period of the lease plus any additional periods covered by either an option to
extend or not terminate the lease that the Company is reasonably certain to exercise, or any option to extend or not to terminate a lease
controlled by the lessor. The adoption of ASC 842 on January 1, 2019 did not have a material affect on the Company’s financial
statements.
Equity-linked instruments
The Company accounts for equity-linked instruments with certain anti-dilution provisions in accordance with ASC 815 and
ASC 260. Under this guidance, the Company excludes instruments with certain down round features when determining whether a
financial instrument (or embedded conversion feature) is considered indexed to the Company’s own stock. As a result, financial
instruments (or embedded conversion features) with down round features are not required to be classified as derivative liabilities. The
Company recognizes the value of a down round feature only when it is triggered and the exercise or conversion price has been adjusted
downward. For equity-classified freestanding financial instruments, such as warrants, the Company treats the value of the effect of the
down round, when triggered, as a deemed dividend and a reduction of income available to common stockholders in computing basic
earnings per share. For convertible instruments with embedded conversion features containing down round provisions, the Company
recognizes the value of the down round as a beneficial conversion discount to be amortized to earnings.
Any incentive-based compensation received by the Optionee from the Company hereunder or otherwise shall be subject to
recovery by the Company in the circumstances and manner provided in any Incentive-based Compensation Recovery that may be
adopted or implemented by the Company and in effect from time to time on or after the date hereof, and Optionee shall effectuate any
such recovery at such time and in such manner as the Company may specify.
F-9
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Derivative Instruments
Derivative financial instruments are recorded in the accompanying consolidated balance sheets at fair value in accordance
with ASC 815. When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the
Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary
economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic
characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate,
stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is
bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is
recorded in the accompanying consolidated balance sheets separately from the carrying value of the host contract. Subsequent changes
in the estimated fair value of derivatives are recorded as a gain or loss in the Company’s consolidated statements of operations.
Management’s evaluation of subsequent events
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued.
Based upon the review, other than what is described in Note 12 – Subsequent Events, the Company did not identify any recognized or
non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
Digital Currencies
Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies are recorded at the lower
of cost or net realizable value.
Net realizable value adjustments, to adjust the value of Coins to market value, are included in cost of revenue on the
Company’s consolidated statement of operations. Further, any gain or loss on the sale of Coins would be recorded to costs of revenue.
Costs of revenue include hosting fees, equipment and infrastructure depreciation, net realizable value adjustments, and electricity costs.
Halving – The Bitcoin blockchain and the cryptocurrency reward for solving a block is subject to periodic incremental
halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in cryptocurrencies using a Proof-
of-Work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “Halving.” A Halving for
bitcoin occurred on May 12, 2020. Many factors influence the price of Bitcoin and potential increases or decreases in prices in advance
of or following a future halving is unknown.
The following table presents the activities of digital currencies for the years ended December 31, 2020 and 2019:
$
Digital currencies at January 1, 2019
Additions of digital currencies from mining
Payment of digital currencies to management partners
Realized gain on sale of digital currencies
Net realizable value adjustment
Sale of digital currencies
Digital currencies at December 31, 2019
Additions of digital currencies from mining
Additions of digital currencies from the sale of property and equipment
Payment of digital currencies to management partners
Realized gain on sale of digital currencies
Net realizable value adjustment
Sale of digital currencies
Digital currencies at December 31, 2020
$
F-10
30
836
(198)
46
(22)
(674)
18
1,434
53
(90)
29
(2)
(1,438)
4
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Recent accounting pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will
have a material effect on the accompanying consolidated financial statements, other than those disclosed below.
In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”).
ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including
convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to
reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15,
2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its
financial statements.
In June 2020, the American Institute of Certified Public Accountants in conjunction with the Financial Accounting Standards
Board developed Technical Question and Answer (“TQA”) 3200.18, “Borrower Accounting for a Forgivable Loan Received Under the
Small Business Administration Paycheck Protection Program”, which is intended to provide clarification on how to account for loans
received from the PPP. TQA 3200.18 states that an entity may account for PPP loans under ASC 470, “Debt” or, if the entity is
expected to meet PPP eligibility criteria and the PPP loan is expected to be forgiven, the entity may account for the loans under IAS 20,
“Accounting for Government Grants and Disclosure of Government Assistance”. The Company has elected to account for PPP loan
proceeds under IAS 20 as allowed by TQA 3200.18.
Note 4. Property, Plant, and Equipment and Other Assets
Property and equipment consisted of the following:
Land
Computer hardware and software
Bitcoin mining machines
Infrastructure
Containers
Leasehold improvements
Property and equipment, gross
Less: Accumulated depreciation
Property and equipment, net
As of
December 31, 2020 December 31, 2019
57
57 $
$
10
10
2,313
1,206
771
905
467
550
-
4
3,618
2,732
(860)
(82)
3,536
1,872 $
$
The Company recorded depreciation expense of $1,102 and $170 for the years ended December 31, 2020 and 2019,
respectively. For the year ended December 31, 2020 a loss on sale of property and equipment of $352 was recorded as other non-
operating expense related to the sale and disposition of Antminer S17 Pro Bitcoin miners. For the year ended December 31, 2019 a
gain on sale of property and equipment of $599 was recorded as other non-operating income related to the sale and disposition of
Antminer S9 Bitcoin miners. For the year ended December 31, 2020 an impairment of mining assets of $49 was recorded as general
and administrative expense related to the disposal of Antminer S17 Pro Bitcoin miners.
During the year ended December 31, 2019, the Company recorded an impairment charge of $64 in connection with the
termination of its hosting agreement in Ohio. See Note 9 for a further description of this termination.
F-11
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Other assets consisted of the following:
Deposits on containers
Security deposits
Other Assets
As of
December 31, 2020 December 31, 2019
203
- $
$
118
321
123
123 $
$
During September 2019, the Company entered into an agreement to purchase two containers to house the Bitcoin mining
machines and paid a deposit of $203. Full payment on these containers was made upon delivery and installation in January 2020, at
which time the cost of containers was reclassified to property and equipment and depreciated over the estimated useful life of 5 years
using the straight-line method. The Company has paid $120 in security deposits related to its electrical contract, see Note 9, and $3
related to its office lease in Raleigh, NC.
Note 5. Notes Payable
May 2018 Notes
On May 23, 2018, the Company entered into a securities purchase agreement with two accredited investors, pursuant to which
the Company issued $840 in unsecured promissory notes for aggregate consideration of $700 (the “May 2018 Notes”), with an initial
maturity date of March 23, 2019. On January 7, 2019, and again on March 28, 2019 the Company entered into an amendment to one of
the May 2018 Notes, whereby the parties agreed to extend the maturity date of the note to July 15, 2019, agreed to forego certain
monthly installments, and agreed prospective installments were to be paid in cash unless the Company elected to make payments in
shares of the Company’s common stock, at a price equal to the lowest VWAP of the Company’s common stock during the preceding
twenty trading days multiplied by 70%, or any lower price made available to any other holder of the Company’s securities. In
consideration of these amendments, the Company incurred extension fees of $121. Because these amendments were considered
substantive changes, the Company accounted for the modifications as extinguishments of debt and recorded a gain $320 during the
year ended December 31, 2019.
On April 9, 2019, the Company entered into an amendment to another of its May 2018 Notes, whereby the parties agreed to
extend the maturity date of the note to August 15, 2019, agreed to forego certain monthly installments, and provided a substantial
conversion feature allowing the lender, in its sole discretion, the right to convert prospective installments into shares of the Company’s
common stock, at a price equal to the lowest intra-day price of the Company’s common stock during the preceding twenty trading days
multiplied by 70%, or any lower price made available to any other holder of the Company’s securities. In consideration of this
amendment, the Company incurred an extension fee of $50. Because this amendment was considered a substantive change, the
Company accounted for this modification as an extinguishment of debt and recorded a gain $127 during the year ended December 31,
2019.
On May 10, 2019, the original holders of the Company’s May 2018 Notes assigned and sold all notes to Oasis Capital, LLC
(“Oasis Capital”). On the same date, the Company and Oasis Capital executed a letter agreement to amend the terms to allow Oasis
Capital to convert the total outstanding principal amount of $421 into shares of the Company’s common stock, at a price equal to the
lowest trading price of the Company’s common stock during the preceding twenty trading days multiplied by 70%, or any lower price
made available to any other holder of the Company’s securities. On May 15, 2019, Oasis executed a full conversion of the May 2018
Notes and was issued 10,568,087 shares of the Company’s common stock.
June 2018 Note
On June 1, 2018, the Company entered into a note purchase agreement with an accredited investor, pursuant to which the
Company issued an unsecured promissory note in the amount of $3,600 (the “June 2018 Note”) for consideration of $3,000. The
outstanding balance was to be made in nine equal monthly installments beginning August 1, 2018, with an initial maturity date of April
1, 2019, with no prepayment penalty. Upon an event of default, the outstanding balance of the promissory note would immediately
increase by 120% and become immediately due and payable. Prior to 2019, this note was amended twice.
On January 28, 2019, the Company entered into a third amendment, whereby the parties agreed to extend the maturity date to
October 1, 2019 and to forego certain monthly installments. The parties also agreed the Company would pay all installments in cash
unless both the Company and the lender agreed to make payments in shares of the Company’s common stock, at a price equal to the
lowest intra-day trade price of the Company’s common stock during the preceding twenty trading days multiplied by 70%. In
consideration of this amendment, the Company incurred an extension fee of $527. The Company accounted for this amendment as an
extinguishment of debt and recorded a gain of $991 during the year ended December 31, 2019.
F-12
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
On May 10, 2019, the Company entered into a fourth amendment, allowing the lender to convert the total outstanding
principal amount of $3,159 into shares of the Company’s common stock, at a price equal the lowest intra-day trade price of the
Company’s common stock during the preceding twenty trading days multiplied by 70%, or any lower price made available to any other
holder of the Company’s securities. This amendment also eliminated the Company’s mandatory monthly amortization payments and
extended the maturity to December 15, 2019. After such date, and within 10 business days, any outstanding balance shall be satisfied,
at the Company’s election, either with cash, common stock conversion, or any combination thereof. The Company accounted for this
amendment as an extinguishment of debt and recorded a gain $1,310 during the year ended December 31, 2019.
On December 31, 2019, the Company entered into a fifth amendment extending the maturity date to June 30, 2020 and
deleting in its entirety, the requirement to settle the outstanding balance with cash, common stock conversion or any combination
thereof, no later than December 15, 2019. An extension fee of $84 was added to the outstanding balance bringing the total outstanding
principal balance to $929 as of December 31, 2019. The Company accounted for this amendment as an extinguishment of debt and
recorded a gain of $792 during the year ended December 31, 2019. In connection with recording the new debt, the Company recorded
debt discount of $877 including both (i) the time value of money and (ii) the discount related to the conversion feature underlying the
debt instrument. The Company obtained a waiver from the holder of the June 2018 Note.
The holder of the June 2018 Note also acquired 17,500,000 shares of the Company’s common stock on April 12, 2019, and is
an affiliate of the acquirer of 160 shares of Series C Convertible Preferred Stock with a par value of $0.001 and a stated value of
$10,000 per share (“Preferred Shares”) acquired during 2019, of which 115 Preferred Shares remain outstanding as of December 31,
2020. See Note 7 below for a further description of the Preferred Shares. The holder of the June 2018 Note and its affiliates are
collectively subject to a maximum beneficial ownership of 9.99%.
On July 28, 2020, the holder of the June 2018 Note converted $154 of debt principal into 17,164,732 shares of common stock,
reducing the outstanding principal to zero.
During the year ended December 31, 2020, the Company issued 93,078,492 shares of its common stock upon the conversion
of $929 in outstanding principal, reducing the outstanding principal balance to $0 as of December 31, 2020.
December 2018 Note
On December 6, 2018, the Company entered into a note purchase agreement with an accredited investor, pursuant to which
the Company issued an unsecured promissory note in the amount of $598 (the “December 2018 Note”) for consideration of $500, with
an interest rate of 8% per annum and a maturity date of May 6, 2019. The note was paid in full in March 2019.
December 2020 Note
On December 8, 2020, the Company entered into a securities purchase agreement pursuant to which it issued a convertible
promissory note in the principal amount of $230 which is convertible, at the option of the holder, into shares of common stock at a
conversion price equal to 70% of the lowest price for a share of Common Stock during the ten trading days immediately preceding the
applicable conversion. The Company received consideration of $200 for the convertible promissory note. The note bears interest at a
rate of 8% per annum and matures in twelve months.
The Company determined that the embedded conversion feature of the convertible promissory note meets the definition of a
beneficial conversion feature and a derivative liability which is accounted for separately. The Company measured the beneficial
conversion feature’s intrinsic value on December 8, 2020 and determined that the beneficial conversion feature was valued at $200
which was recorded as a debt discount, and together with the original issue discount of $30, in the aggregate of $230, is being
amortized over the life of the loan. The Company measured the derivative liability’s fair value on December 8, 2020 and determined
that the derivative liability was valued at $555 which exceeded the intrinsic value of the beneficial conversion feature by $355 and
resulted in the Company recording non-cash interest expense of $355. As of December 31, 2020, the fair value of the derivative
liability was $246 and for the year ended December 31, 2020 the Company recorded a gain of $309 from the change in fair value of
derivative liability as non-operating income in the consolidated statements of operations. The Company valued the derivative liability
using the Black-Scholes option pricing model using the following assumptions as of December 8, 2020 and December 31, 2020,
respectively: 1) stock prices of $0.027 and $0.04, 2) conversion prices of $0.009 and $0.025, 3) remaining lives of 1 year and 0.94
years, 4) dividend yields of 0%, 5) risk free rates of 0.10%, and 6) volatility of 158.55% and 167.36%.
F-13
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
The Company’s activity in its derivative liability was as follows for the year ended December 31, 2020:
Balance of derivative liability at January 1, 2020
Transfers in due to issuance of convertible notes with embedded conversion
provisions
Change in fair value recognized in non-operating income (expense)
Balance of derivative liability at December 31, 2020
$
$
-
555
(309)
246
The Company did not have any derivative liability activity during the year ended December 31, 2019.
Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each
reporting period. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument
generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the
significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair
value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally
result in higher fair value measurement. A 10% change in pricing inputs and changes in volatilities and correlation factors would not
result in a material change in our Level 3 fair value.
The following table summarizes the Company’s derivative as of December 31, 2020:
Liabilities
Derivative liability
The PPP Loan
December 31, 2020
Level 1
Level 2
Level 3
Fair Value
$
- $
- $
246 $
246
On April 16, 2020, the Company entered into a promissory note with Aquesta Bank for $111 in connection with the Paycheck
Protection Program (“PPP”) offered by the U.S. Small Business Administration (the “PPP Loan”). The PPP Loan bears interest at 1%
per annum, with monthly installments of $6 commencing on November 1, 2021 for 18 months through its maturity on April 1, 2023.
The principal amount of the PPP Loan will be forgiven if the loan proceeds are used to pay for payroll costs, rent and utilities costs
over the 24-week period after the PPP Loan is made. Not more than 40% of the forgiven amount may be used for non-payroll costs.
The amount of the PPP Loan forgiveness may be reduced if the Company reduces its full-time head count. On April 1, 2021, the
Company received notice of forgiveness in the amount of $108 in relation to the PPP Loan. The Company used all proceeds from the
PPP Loan to maintain payroll and other allowable expenses. As a result, management believes that the Company has met the PPP
eligibility criteria for forgiveness for the remaining payable of $3 to the SBA and has concluded that the PPP Loan represents, in
substance, a government grant that is expected to be forgiven in its entirety. As such, in accordance with International Accounting
Standards (“IAS”) 20, “Accounting for Government Grants and Disclosure of Government Assistance,” the Company has recognized
the entire PPP Loan amount of $111 as grant income, which is included in other non-operating income (expense) in the consolidated
statement of operations for the year ended December 31, 2020.
Notes payable consisted of the following:
Total notes payable-December 2020 Note
$
230 $
225 $
5
Principal
As of December 31, 2020
Discount
Net
Total notes payable-June 2018 Note
$
929 $
(877) $
52
Principal
As of December 31, 2019
Discount
Net
During the years ended December 31, 2020 and 2019, the Company recorded accretion of debt discount of $882 and $5,605,
respectively.
As of December 31, 2020, all of the May 2018, June 2018 and December 2018 Notes have been extinguished.
Note 6. Leases
In December 2019, the Company entered a new office lease in connection with the relocation of its executive office to
Raleigh, North Carolina. The Company accounted for its new office lease as an operating lease under the guidance of Topic 842. Rent
expense under the new lease is $3 per month, with annual increases of 3% during the three-year term. The Company used an
incremental borrowing rate of 29.91% based on the weighted average effective interest rate of its outstanding debt. In December 2019,
the Company recorded a Right of Use Asset of $79 and a corresponding Lease Liability of $79. The Right to Use Asset is accounted
for as an operating lease and has a balance, net of amortization, of $56 as of December 31, 2020.
F-14
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Total future minimum payments required under the lease agreement are as follows:
2021
2022
Total undiscounted minimum future lease payments
Less Imputed interest
Present value of operating lease liabilities
Disclosed as:
Current portion
Non-current portion
$
$
$
$
Amount
38
38
76
(20)
56
23
33
The Company’s former executive office was located in Durham, North Carolina under a sublease agreement that was
terminated in December 2019, with monthly rent of $7 in the final year of the sublease agreement. The Company recorded rent expense
of $36 and $64 for the years ended December 31, 2020 and 2019, respectively.
At December 31, 2020, the weighted average remaining lease term for the operating lease was 2.0 years. The Company’s lease
agreement does not contain any material residual value guarantees or material restrictive covenants.
Note 7. Common Stock and Preferred Stock
Common stock
Equity Purchase Agreement under Form S-3
On August 30, 2018, the Company and L2 Capital, LLC (“L2 Capital”) entered into an equity purchase agreement, which was
later amended on November 30, 2018, whereby the Company could issue and sell to L2 Capital from time to time up to $50,000 of the
Company’s common stock that was registered with the SEC under a registration statement on Form S–3. Subject to the terms of the
equity purchase agreement, the Company provided notices (a “Put Notice”) requiring L2 Capital to purchase a number of shares (the
“Put Shares”) of the common stock equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten
trading days immediately preceding the date of such Put Notice. The terms also provided the purchase price for such Put Shares to be
the lowest traded price on a principal market for any trading day during the five trading days either following or beginning on the date
on which L2 Capital receives delivery of the Put Shares, multiplied by 95.0%.
During the year ended December 31, 2019, the Company issued 67,000,000 shares of its common stock in exchange for
$3,681, net of issuance cost of $50.
On April 16, 2019, the Company became ineligible to issue shares under its registration statement on Form S-3 as the
aggregate market value of the Company’s common stock held by non-affiliates was below the regulatory threshold of $75,000. In
connection with this ineligibility, the equity purchase agreement was terminated.
F-15
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Equity Purchase Agreement under Form S-1
On June 3, 2019, the Company entered into an equity purchase agreement with Oasis Capital, whereby the Company had the
right, but not the obligation, to direct Oasis Capital to purchase shares of the Company’s common stock (the “New Put Shares”) in an
amount in each instance up to the lesser of $1,000 or 250% of the average daily trading volume by delivering a notice to Oasis Capital
(the “New Put Notice”). The purchase price (the “Purchase Price”) for the New Put Shares shall equal 95% of the one lowest daily
volume weighted average price on a principal market during the five trading days immediately following the date Oasis receives the
New Put Shares via DWAC associated with the applicable New Put Notice (the “Valuation Period”). The closing of a New Put Notice
shall occur within one trading day following the end of the respective Valuation Period, whereby (i) Oasis shall deliver the Investment
Amount (as defined below) to the Company by wire transfer of immediately available funds and (ii) Oasis shall return surplus New Put
Shares if the value of the New Put Shares delivered to Oasis causes the Company to exceed the maximum commitment amount. The
Company shall not deliver another New Put Notice to Oasis within ten trading days of a prior New Put Notice. The “Investment
Amount” means the aggregate Purchase Price for the New Put Shares purchased by Oasis, minus clearing costs payable to Oasis’s
broker or to the Company’s transfer agent for the issuance of the New Put Shares. The shares issuable under the equity purchase
agreement are registered with the SEC under a registration statement on Form S-1 that was declared effective on June 25, 2019
covering up to 76,558,643 shares of common stock (the “S-1”) and are subject to a maximum beneficial ownership by Oasis Capital of
9.99%.
Through December 31, 2019, the Company sold 52,000,000 shares of its common stock under the Form S-1 for net proceeds
of $1,654, net of deferred offering costs of $70 and transaction clearing fees of $30 and no shares were sold during the year ended
December 31, 2020.
By way of a post-effective amendment on June 25, 2020, the company filed to terminate the effectiveness of the S-1 and to
deregister all shares of common stock that remained unsold. The SEC permitted this post-effective amendment to go effective July 2,
2020.
Other Common Stock Issuances
On April 12, 2019, the Company entered into a purchase agreement with an accredited investor whereby it sold 17,500,000
shares of its common stock for $525 pursuant to the Company’s then-effective registration statement on Form S-3. The holder of these
shares is also the holder of the June 2018 Note and an affiliate of the acquirer of 150 shares of the Preferred Shares acquired on April
12, 2019 described below.
During the year ended December 31, 2019, the Company issued 160,500 shares of its common stock, to consultants in
exchange for services. These services were valued at $60 during 2019 based upon the value of the shares issued. No shares were issued
to consultants during the year ended December 31, 2020.
In connection with the termination of its management agreements, see Note 9 below, the Company issued 10,250,000 shares
of its common stock to acquire 2,000 S9 miners from the third-party investors. The S9 miners were valued at $311, based on the
trading value of the Company’s common stock on the date each management agreement was terminated.
Preferred Stock
On January 11, 2019, the Company’s Board of Directors approved the authorization of 10,000 shares of Series B Preferred
Stock with a par value of $0.001 and a Stated Value of $100 each (“Series B Preferred Shares”). The holders of the Series B Preferred
Shares shall be entitled to receive, when, as, and if declared by the Board of Directors of the Company, out of funds legally available
for such purpose, dividends in cash at the rate of 12% of the Stated Value per annum on each Series B Preferred Share. Such dividends
shall be cumulative and shall accrue without interest from the date of issuance of the respective share of the Series B Preferred Shares.
Each holder shall also be entitled to vote on all matters submitted to stockholders of the Company and shall be entitled to 55,000 votes
for each Series B Preferred Share owned at the record date for the determination of stockholders entitled to vote on such matter or, if no
such record date is established, at the date such vote is taken or any written consent of stockholders is solicited. In the event of a
liquidation event, any holders of the Series B Preferred Shares shall be entitled to receive, for each Series B Preferred Shares, the
Stated Value in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its
stockholders. The Series B Preferred Shares are not convertible into shares of the Company’s common stock. No shares of Series B
Preferred Shares have been issued or are outstanding.
On April 12, 2019, the Company’s Board of Directors approved the authorization of 200 Series C Preferred Shares with a par
value of $0.001 (“Series C Preferred Shares”). The holders of the Series C Preferred Shares have no voting rights, receive no
dividends, and are entitled to a liquidation preference equal to the stated value. At any time, the Company may redeem the Series C
Preferred Shares at 1.2 times the stated value. Given the right of redemption is solely at the option of the Company, the Series C
Preferred Shares are not considered mandatorily redeemable, and as such are classified in shareholders’ equity on the Company’s
consolidated balance sheet.
F-16
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Each Series C Preferred Share is convertible into shares of the Company’s common stock in an amount equal to the greater of:
(a) 200,000 shares of common stock or (b) the amount derived by dividing the stated value by the product of 0.7 times the market price
of the Company’s common stock, defined as the lowest trading price of the Company’s common stock during the ten day period
preceding the conversion date. The holder may not convert any Series C Preferred Shares if the total amount of shares held, together
with holdings of its affiliates, following a conversion exceeds 9.99% of the Company’s common stock.
The common shares issued upon conversion of the Series C Preferred Shares have been registered under the Company’s then-
effective registration statement on Form S-3. On April 12, 2019, the Company sold 190 Series C Preferred Shares for $1,890, net of
issuance costs and on July 15, 2019 sold 10 Series C Preferred Shares for $100. During the second and third quarters of 2019, holders
converted 50 Series C Preferred Shares into 14,077,092 shares of common stock and 35 Series C Preferred Shares into 13,528,575
shares of common stock, respectively. 115 shares of Series C Preferred Stock are issued and outstanding as of December 31, 2020.
Upon issuance of the Series C Preferred Shares during the second and third quarters of 2019, the Company recorded a deemed
dividend based on the beneficial conversion feature underlying the Preferred Shares, measured as the difference between the
conversion price of the Series C Preferred Shares and the fair value of the underlying common stock Accordingly, on April 12, 2019
and for the July 2019 issuances, the Company recorded deemed dividends of $959 and $46, respectively.
Warrants
The Company did not have any warrant activity during the year ended December 31, 2020.
The following table summarizes information about shares issuable under warrants outstanding during the year ended
December 31, 2019:
Outstanding at January 1, 2019
Issued
Exercised
Expired or cancelled
Outstanding and exercisable at December 31, 2019
Warrant
shares
outstanding
5,477,975 $
-
(4,000,000) $
(1,477,975) $
- $
Weighted
average
exercise price
1.01
-
1.12
0.72
-
Weighted
average
remaining life
Intrinsic value
- $
-
On June 5, 2019, the Company entered into an agreement with a holder of a warrant for 10,000 shares of common stock,
whereby the holder agreed to sell the warrant back to the Company for a nominal amount. The Company cancelled the warrant.
On May 9, 2019, the Company entered into a modification agreement with the holder of six separate warrants. Under the
terms of the initial warrant agreements, the holder was entitled to purchase 4,000,000 shares of the Company’s common stock at prices
of between $0.50 per share and $2.00 per share at various times through September 2022. Under the terms of the modification
agreement, the holder was permitted to exercise all 4,000,000 warrants at a price of $0.03 per share, or $120. The Company accounted
for this modification as a down-round feature under the guidance of ASC 260-10-30, whereby the change in fair value of the warrants
before and after the down-round was triggered was recorded as a deemed dividend in the amount of $100.
During August and September 2019, the Company entered into agreements with three holders of warrants for 1,450,000 shares
of common stock, whereby the holders agreed to sell the warrants back to the Company for $14. The Company subsequently cancelled
these warrants, as well as 17,975 warrants for no consideration, and there are no outstanding warrants as of December 31, 2019.
Note 8. Stock–Based Compensation
Issuance of restricted common stock – directors, officers and employees
The Company’s activity in restricted common stock was as follows for the years ended December 31, 2020:
Non–vested at January 1, 2020
Granted
Vested
Non–vested at December 31, 2020
650,000 $
- $
(616,667) $
33,333 $
F-17
1.24
-
1.48
.04
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
The Company’s activity in restricted common stock was as follows for the year ended December 31, 2019:
Non–vested at January 1, 2019
Granted
Vested
Non–vested at December 31, 2019
Number of shares
3,355,000 $
100,000 $
(2,805,000) $
650,000 $
Weighted average
grant date fair
value
1.46
0.04
1.30
1.24
For the years ended December 31, 2020 and 2019, the Company has recorded $222 and $2,249, in employee and director
stock–based compensation expense, which is a component of general and administrative expenses in the consolidated statement of
operations.
As of December 31, 2020, unamortized stock-based compensation costs related to restricted share arrangements was under $1.
Stock options
As of December 31, 2019, the Company had 6,000,000 outstanding stock options with a weighted average exercise price of
$0.71 and a weighted average grant date fair value of $1.29. All the stock options were fully vested and there were no unrecognized
costs. Under the terms of the stock option agreement, all options expired on January 31, 2020. As of December 31, 2020, there are no
outstanding or exercisable stock options.
Note 9. Commitments and Contingencies
The Company may incur legal expenses related to the indemnification of our Chief Executive Officer in relation to the SEC
Action. During the year ending December 31, 2020, the Company has recorded $200 as general and administrative expense related to
ongoing legal matters related to this action.
Bitcoin Production Equipment and Operations
In August 2018, the Company entered a collaborative venture with Bit5ive, LLC to develop a fully contained crypto currency
mining pod (the “POD5 Agreement”) for a term of five years. Pursuant to the POD5 Agreement, the Company assists with the design
and development of the POD5 Containers. The Company retains naming rights to the pods and receives royalty payments from Bit5ive,
LLC in exchange for providing capital as well as engineering and design expertise. During the years ended December 31, 2020 and
2019, the Company recognized revenue of $3 and $44 under this agreement, respectively.
Electricity Contract
In June 2019, the Company entered into a contract for electric power with the City of Lafayette, Georgia, a municipal
corporation of the State of Georgia (“the City”). The Company makes monthly payments based upon electricity consumed, at a
negotiated kilowatt per hour rate, inclusive of transmission charges and exclusive of state and local sales taxes. Over time, the
Company is entitled to utilize a load of 10 megawatts. For each month, the Company estimates its expected electric load, and should
the actual load drop below 90% of this estimate, the City reserves the right to impose a modest penalty to the hourly kilowatt rate for
electricity consumed.
In connection with this agreement, the Company paid a $154 security deposit, which was reduced to $120 in June 2020. The
new amount is classified as Other Assets in the Company’s consolidated balance sheet as of December 31, 2020.
This agreement expires on September 30, 2021, and the Company will shortly begin negotiations for an extension or new
contract. There can be no assurance that that the Company and City will reach agreement with acceptable price and volume metrics, if
at all.
F-18
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Management Agreement Termination Liability
On August 31, 2019, the Company entered into two Settlement and Termination Agreements (the “Settlement Agreements”)
to management agreements it entered in 2017 with two accredited investors (together the “Users”). Under the terms of the Settlement
Agreements, the Company paid the Users a percentage of profits (“Settlement Distribution”) of Bitcoin mining as defined in the
Settlement Agreements. The estimated present value of the Settlement Distributions of $337 was recorded as termination expense with
an offsetting liability on August 31, 2019. Since two of the components of the Settlement Distribution, Bitcoin price and Difficulty
Rate, as defined in the Settlement Agreements, are based on market conditions, the liability was adjusted to fair value on a quarterly
basis and any changes were recorded in the statement of operations. As such, the liability is considered a Level 3 financial instrument.
During 2019, the Company recognized a gain on the change in the fair value of $176 based on the change of Bitcoin price and
Difficulty Rate, and along with the monthly Settlement Distributions valued at $45, the liability was reduced to $116 as of December
31, 2019. During the year ended December 31, 2020, the Company recognized a gain on the change in the fair value of $26 based on
the change of Bitcoin price and Difficulty Rate, and along with the Settlement Distributions valued at $90, the liability was reduced to
$0 as of December 31, 2020. Pursuant to the terms of the Settlement Agreements, Settlement Distributions terminated on September
30, 2020.
Termination liability at January 1, 2019
Additions to liability
Change in fair value recognized in non-operating income (expense)
Settlement distributions
Termination liability at December 31, 2019
Change in fair value recognized in non-operating income (expense)
Settlement distributions
Termination liability at December 31, 2020
$
$
-
337
(176)
(46)
116
(26)
(90)
-
Legal
The Company has resolved all shareholder legal actions formerly pending in state and federal courts.
On January 24, 2017, the Company was served with a summons and complaint filed by plaintiff shareholder Atul Ojha in New
York state court against certain officers and directors of the Company and naming the Company as a nominal defendant. The lawsuit is
styled as a derivative action (the “Ojha Derivative Action”) and was originally filed (but not served on any defendant) on October 15,
2016. The Ojha Derivative Action substantively alleges that the defendants, collectively or individually, inadequately managed the
business and assets of the Company resulting in the deterioration of the Company’s financial condition. The Ojha Derivative Action
asserts claims including, but not limited to, breach of fiduciary duties, unjust enrichment and waste of corporate assets.
On December 12, 2018, a shareholder derivative action was filed by shareholder Bob Thomas against certain current and
former directors, officers and shareholders of the Company, and naming the Company as a nominal defendant, in New York state court,
alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste and seeking declaratory
relief and damages (the “Thomas Derivative Action”). The underlying allegations in the Thomas Derivative Action largely repeat the
allegations of wrongdoing in the 2018 Securities Class Actions (as defined below).
On April 23, 2020, the Company entered into a stipulation of settlement (the “Stipulation”) in connection with the Ojha
Derivative Action and the Thomas Derivative Action (together, the “State Derivative Actions”). The consideration for the settlement of
the Derivative Actions is as follows: (i) adoption by the Company of certain corporate governance reforms, the terms of which are fully
set forth in Exhibits A and B to the Stipulation; (ii) Robert B. Ladd, H. Robert Holmes, Michael Onghai, and Nolan Bushnell shall
collectively pay or cause to be paid $75 to the Company; and (iii) Barry C. Honig, John Stetson, Michael Brauser, John O’Rourke III,
and Mark Groussman shall collectively pay or cause to be paid $150 to the Company. Further, the Company shall, subject to court
approval, pay a fee and expense award to plaintiffs’ counsel in the Derivative Actions of $150 and service awards to each of the two
plaintiffs in the Derivative Actions of $1.5 each, to be paid from the fee and expense award. On April 24, 2020, the New York state
court entered an order preliminarily approving the Stipulation and the settlement contemplated therein and providing for the notice of
the settlement to be made to current MGT Stockholders. The Preliminary Approval Order further provided for a Court hearing on the
settlement on June 26, 2020. On May 4, 2020, pursuant to the Preliminary Approval Order, MGT provided notice of the settlement on
its website, by press release and by filing a Form 8-K with the Securities and Exchange Commission.
F-19
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Final approval of the settlement of the State Derivative Actions was granted on July 2, 2020.
On August 28, 2019, a shareholder derivative action was filed by shareholder Tyler Tomczak against the certain directors,
officers and shareholders of the Company, and naming the Company as a nominal defendant, in the United States District Court for the
Southern District of New York, alleging breach of fiduciary duties, waste and unjust enrichment and seeking declaratory relief and
damages (the “Tomczak Derivative Action”). The underlying allegations in the Tomczak Derivative Action largely repeat the
allegations of wrongdoing in the 2018 Securities Class Actions.
On September 11, 2019, a shareholder derivative action was filed by shareholder Arthur Aviles against certain directors,
officers and shareholders of the Company, and naming the Company as a nominal defendant, in the United States District Court for the
District of Delaware, alleging breach of fiduciary duties, waste and unjust enrichment and seeking declaratory relief and damages (the
“Aviles Derivative Action”). The underlying allegations in the Aviles Derivative Action largely repeat the allegations of wrongdoing in
the 2018 Securities Class Actions.
On May 7, 2020, the Company entered into a stipulation of settlement (the “Federal Stipulation”) in connection with the
Tomczak Derivative Action and the Aviles Derivative Action (together, the “Federal Derivative Actions”). The consideration for the
settlement of the Federal Derivative Actions is as follows: (i) adoption by the Company of a certain corporate governance reform, the
terms of which are fully set forth in Exhibit A to the Federal Stipulation; and (ii) Robert B. Ladd, H. Robert Holmes, and Michael
Onghai shall collectively pay or cause to be paid $65 to the Company. Further, the Company shall, subject to court approval, pay a fee
and expense award to plaintiffs’ counsel in the Federal Derivative Actions of $30 and incentive awards to each of the two plaintiffs in
the Federal Derivative Actions of $0.4 each. The parties to the Federal Stipulation presently intend to file the Federal Stipulation with
the appropriate federal court after final approval of the settlement of the two state Derivative Actions referred to above.
Final approval of the settlement of the Federal Derivative Actions was granted on August 5, 2020. For the year ended
December 31, 2020, the Company recorded $119 as other income in relation to the settlement of the Federal Derivative Actions.
In October 2019, the Company and its then officers and directors received subpoenas from the SEC requesting information,
including but not limited to, with respect to risk factors contained in certain of the Company’s filings with the SEC. On October 21,
2020, the SEC notified the Company this investigation concluded, and it does not intend to recommend an enforcement action by the
Commission against MGT in this matter. This notice was sent pursuant to guidelines set out in Securities Acts Release 5310, which
states in part that the notice “must in no way be construed as indicating that the party has been exonerated or that no action may
ultimately result from the Staff’s investigation.”
In November 2018, the Company’s board received a shareholder demand letter dated November 6, 2018, from shareholders
Nicholas Fulton and Kelsey Thacker (the “Fulton Demand”). The Fulton Demand referenced the SEC Action, and the allegations
therein, and demanded that the board take action to investigate, address and remedy the allegations raised in the SEC Action. Shortly
after the New York state court entered the order preliminarily approving the stipulation of settlement in connection with the Ojha
Derivative Action and the Thomas Derivative Action, counsel for the Company informed counsel for shareholders Nicholas Fulton and
Kelsey Thacker of that stipulation of settlement and of counsel for the Company’s view that the releases in the settlement covered the
matters raised in the Fulton Demand.
Settlement of Class Action
In September 2018 and October 2018, various shareholders of the Company filed putative class action lawsuits against the
Company, its Chief Executive Officer and certain of its individual officers and shareholders, alleging violations of federal securities
laws and seeking damages (the “2018 Securities Class Actions”). The 2018 Securities Class Action followed and referenced the
allegations made against the Company’s Chief Executive Officer and others in the SEC Action. The first putative class action lawsuit
was filed on September 28, 2018, in the United States District Court for the District of New Jersey, and alleges that the named
defendants engaged in a pump-and-dump scheme to artificially inflate the price of the Company’s stock and that, as a result,
defendants’ statements about the Company’s business and prospects were materially false and misleading and/or lacked a reasonable
basis at relevant times. The second putative class action was filed on October 9, 2018, in the United States District Court for the
Southern District of New York and makes similar allegations.
F-20
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
On May 28, 2019, the parties to the 2018 Securities Class Actions entered into a binding settlement term sheet, and on
September 24, 2019, the parties entered into a stipulation of settlement. On August 7, 2019, the lead plaintiff in the first class action
filed a notice and order of voluntary dismissal with prejudice, and on October 11, 2019, the lead plaintiff in the second class action
filed in the federal court in New York an unopposed motion for preliminary approval of the proposed class action settlement. On
December 17, 2019, the court issued an order granting preliminary approval of the settlement.
Final approval of the settlement of the 2018 Securities Class Actions was granted on May 27, 2020. The plaintiff shareholder
class received $750 in cash settlement, inclusive of attorney fees. This amount was paid by the Company’s insurance carrier.
Note 10. Income Taxes
Significant components of deferred tax assets were as follows:
U.S. federal tax loss carry–forward
U.S. State tax loss carry–forward
Equity based compensation
Fixed assets, intangible assets and goodwill
Long-term investments
Total deferred tax assets
Less: valuation allowance
Net deferred tax asset
As of December 31,
2020
2019
17,426 $
183
7,704
49
(6)
25,357
(25,357)
— $
15,227
262
7,655
49
-
23,193
(23,193)
—
$
$
As of December 31, 2020, the Company had the following tax attributes:
The Company has federal net operating loss carryforwards of $82,980 at December 31, 2020. Of the $82,980, approximately
$55,200 will begin to expire in fiscal 2022 and the remaining approximately $27,800 million will be available indefinitely but will be
limited to usage of 80% of taxable income. The Company also has state net operating loss carryforwards of $13,579 in the aggregate of
which approximately $10,700 will begin to expire in 2036 and approximately $2,900 will not expire.
As it is not more likely than not that the resulting deferred tax benefits will be realized, a full valuation allowance has been
recognized for such deferred tax assets. For the year ended December 31, 2020, the valuation allowance increased by $2,157. Federal
and state laws impose substantial restrictions on the utilization of tax attributes in the event of an “ownership change,” as defined in
Section 382 of the Internal Revenue Code. As of December 31, 2020, the Company performed a high-level review of its changes in
ownership and determined that a change of control event likely occurred under Section 382 of the Internal Revenue Code and the
Company’s net operating loss carryforwards are likely to be limited.
The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years
ended December 31, 2020 and 2019 is as follows:
Expected Federal Tax
State income taxes (net of federal benefit)
Accretion of notes payable discount
True up of prior year deferred tax assets
True-up of state loss carryforward
Other
Change in valuation allowance
Effective tax rate
As of December 31,
2020
2019
(21.0)%
(0.9)%
4.8%
(-41.3)%
2.9%
(0.2)%
55.7%
0.00%
(-21.0)%
(-2.0)%
13.8%
16.1%
8.8%
1.6%
(-17.3)%
0.0%
The Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement
model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or
expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be
sustained upon examination by tax authorities.
Tax position that meet the more likely than not threshold are then measured using a probability weighted approach
recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company
had no tax positions relating to open income tax returns that were considered to be uncertain.
The Company files income tax returns in the U.S. federal jurisdiction, North Carolina and Georgia jurisdictions. With few
exceptions, the Company is no longer subject to U.S. federal, state and local, or non–U.S. income tax examinations by tax authorities
for years before 2015.
Note 11. Employee Benefit Plans
The Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering
substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company may make
discretionary contributions of up to 100% of employee contributions. During the years ended December 31, 2020 and 2019, the
Company made contributions to the 401(k) Plan of $11 and $18, respectively.
F-21
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Note 12. Subsequent Events
On January 28, 2021 and February 18, 2021, the Company issued 2,597,403 and 27,272,727 shares of the Company’s
common stock, respectively, to Chicago Venture Partners L.P., a Utah limited partnership, and Uptown Capital LLC, a Utah limited
liability company, in connection with the conversion of 10 and 105 shares of the Company’s Series C Convertible Preferred Stock (the
“Series C Preferred”). Following these conversions, the Company has no Series C Preferred issued or outstanding.
On March 5, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with
Bucktown Capital, LLC (the “Investor”), pursuant to which the Company issued a convertible promissory note in the original principal
amount of $13,210 (the “2021 Note”). The 2021 Note is convertible, at the option of the Investor, into shares of common stock of the
Company at a conversion price equal to 70% of the lowest price for a share of common stock during the ten trading days immediately
preceding the applicable conversion (the “Conversion Price”); provided, however, in no event shall the Conversion Price be less than
$0.04 per share. The 2021 Note bears interest at a rate of 8% per annum and will mature in twelve months.
The 2021 Note will be funded in tranches, with the initial tranche of $1,210 funded by the Investor on March 5, 2021 for
consideration of $1,000. Six subsequent tranches (five tranches, each for $1,200 and one tranche for $6,000) will be funded upon the
notice of effectiveness of a Registration Statement on Form S-1 covering the common stock issuable in connection with the 2021 Note.
Further, the final tranche requires the mutual agreement of the Company and Investor. Until such time as Investor has funded the
subsequent tranches, the Company will hold a series of Investor Notes that offset any unfunded portion of the 2021 Note.
On April 1, 2021, the Company received notice from the SBA that the Company’s PPP Loan was forgiven in its entirety in the
amount of $108.
F-22
AMENDMENT TO AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.5
This AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
“Amendment”) dated November 11, 2020, is by and between MGT Capital Investments, Inc. (the “Company”), and Robert Ladd (the
“Executive”).
Employment Agreement, dated April 1, 2018 (the “Executive Employment Agreement”); and
WHEREAS, the Company and the Executive are parties to that certain Amended and Restated Executive
Employment Agreement, under the same terms and conditions, except as expressly set forth below; and
WHEREAS, the Company desires to continue to engage Executive to perform the services specified in the Executive
WHEREAS, Executive is willing to continue to perform such services and to abide by the same terms and conditions
of the Executive Employment Agreement, except as expressly set forth below; and
WHEREAS, the Company and the Executive desire to amend the Executive Employment Agreement as set forth
below;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises of the parties, and other good and
valuable consideration, the undersigned agree as follows:
1. The Executive Employment Agreement shall be amended as follows:
The Effective Date shall be defined as November 1, 2020.
In Section 1.4 (a), Base Salary shall be changed to an annual rate of $240,000.
2. Except as herein provided, the terms of the Executive Employment Agreement shall remain in full force and effect. For the
avoidance of doubt, upon execution of this Amendment, Executive is not entitled to receive an additional Share Grant pursuant to
Section 1.4 (b).
3. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Executive Employment
Agreement.
4. This Amendment may be executed in counterparts (including by facsimile or pdf signature pages or other means of
electronic transmission) each of which shall be deemed an original but all of which together will constitute one and the same
instrument.
5. Should any provision of this Amendment be declared illegal, invalid or unenforceable in any jurisdiction, then such
provision shall be deemed to be severable from this Amendment as to such jurisdiction (but, to the extent permitted by law, not
elsewhere) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above
written.
EXECUTIVE
By: /s/ Robert Ladd
Robert Ladd
MGT CAPITAL INVESTMENTS, INC .
/s/ Michael Onghai
By:
Name:Michael Onghai
Title: Director
SUBSIDIARIES OF MGT CAPITAL INVESTMENTS, INC.
Name of subsidiary
MGT Sweden AB
Jurisdiction of organization
Sweden
Exhibit 21.1
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
The Board of Directors
MGT Capital Investments, Inc.
We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-217663) of MGT Capital
Investments, Inc., of our report dated April 15, 2021, relating to the consolidated financial statements of MGT Capital Investments,
Inc., as of December 31, 2020 and 2019, and for each of the two years in the period ended December 31, 2020, appearing in the Annual
Report on Form 10-K of MGT Capital Investments, Inc. for the year ended December 31, 2020. Our report on the consolidated
financial statements includes an explanatory paragraph expressing substantial doubt regarding MGT Capital Investments, Inc.’s ability
to continue as a going concern.
/s/ RBSM LLP
New York, NY
April 15, 2021
Exhibit 31
CERTIFICATION PURSUANT TO SARBANES–OXLEY ACT OF 2002
I, Robert B. Ladd, certify that:
1. I have reviewed this annual report on Form 10–K of MGT Capital Investments, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e)
and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
April 15, 2021
By: /s/ Robert B. Ladd
Robert B. Ladd
President, Chief Executive Officer and Acting Chief Financial
Officer
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES–OXLEY ACT OF 2002
Exhibit 32
In connection with the Annual Report of MGT Capital Investments, Inc. (the “Company”) on Form 10-K for the year ended December
31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities
and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.
April 15, 2021
By: /s/ Robert B. Ladd
Robert B. Ladd
President, Chief Executive Officer and Acting Chief Financial
Officer (Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)