UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. )*
Under the Securities Exchange Act of 1934
MGT CAPITAL INVESTMENTS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
Mitchell R. Kulick, Esq.
General Counsel
Iroquois Capital Management LLC
641 Lexington Avenue, 26th Floor
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
Page 1 of 8 Pages
1 Names of Reporting Persons
IROQUOIS CAPITAL MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
DELAWARE
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7
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Sole Voting Power
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Number of
Shares
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Beneficially
Owned By
Each
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8
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Shared Voting Power
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Reporting
Person
With
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9
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Sole Dispositive Power
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10
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Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
765,873*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
9.99%*
14 Type of Reporting Person (See Instructions)
___________________
*See Item 5 of this Schedule 13D.
1 Names of Reporting Persons
2 Check the Appropriate Box If a Member of a Group (See Instructions)
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
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7
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Sole Voting Power
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Number of
Shares
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Beneficially
Owned By
Each
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8
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Shared Voting Power
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Reporting
Person
With
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9
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Sole Dispositive Power
|
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10
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Shared Dispositive Power
|
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|
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
765,873*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
9.99%*
14 Type of Reporting Person (See Instructions)
___________________
*See Item 5 of this Schedule 13D.
1 Names of Reporting Persons
2 Check the Appropriate Box If a Member of a Group (See Instructions)
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES OF AMERICA
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7
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Sole Voting Power
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Number of
Shares
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Beneficially
Owned By
Each
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8
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Shared Voting Power
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Reporting
Person
With
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9
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Sole Dispositive Power
|
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10
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Shared Dispositive Power
|
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|
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
765,873*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
9.99%*
14 Type of Reporting Person (See Instructions)
___________________
*See Item 5 of this Schedule 13D.
Item 1. Security and Issuer.
The title of the class of equity security to which this statement on Schedule 13D relates is the Common Stock, par value $0.001 per share (the “Shares”) of MGT Capital Investments, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528.
Item 2. Identity and Background.
This statement on Schedule 13D is filed on behalf of Iroquois Capital Management LLC, a Delaware limited liability company (“Iroquois”), Joshua Silverman, an individual who is a citizen of the United States of America (“Mr. Silverman”), and Richard Abbe, an individual who is a citizen of the United States of America (“Mr. Abbe,” together with Iroquois and Mr. Silverman, the “Reporting Persons”). Iroquois is a registered investment adviser that provides investment advisory services to Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (the “Fund”). Each of Mr. Silverman and Mr. Abbe is a founding member of Iroquois. The principal business address of each of the Reporting Persons is 641 Lexington Avenue, 26th Floor, New
York, New York 10022. A joint filing agreement of Iroquois, Mr. Silverman, and Mr. Abbe is attached hereto as Exhibit 1.
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Iroquois used working capital of the Fund to purchase the (i) 712,234 Shares, (ii) 9,221 Shares issuable upon conversion of Series A Preferred Stock. The total purchase price for such Shares was approximately $952,428.
Item 4. Purpose of Transaction.
Each of the Reporting Persons acquired beneficial ownership of the Shares because they believed them to be an attractive investment. The Reporting Persons may have meetings or conversations with the Issuer and its management, members of the Issuer’s Board, other shareholders and other persons, including potential strategic partners and others in the Issuer’s industry, to discuss matters related to the Shares and the Issuer, including transactions the Issuer could consider that may enhance or maximize shareholder value.
The Reporting Persons intend to review their respective investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by the board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate, including: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the Shares or the Issuer (collectively, "Securities") of the Issuer in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise;
(iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) – (b) By virtue of Iroquois’ position as investment advisor to the Fund, Iroquois may be deemed to be the beneficial owner of 765,873 Shares, which consist of (i) 712,234 Shares, (ii) 9,221 Shares issuable upon conversion of Series A Preferred Stock, and (iii) 44,418 Shares issuable upon the exercise of warrants that are subject to a conversion cap that precludes the holder thereof from exercising the warrants to the extent that the holder would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.99% of the Shares outstanding (the “Conversion Cap”). Without giving effect to the Conversion Cap, the Reporting Persons would be entitled to receive 437,500 Shares issuable upon the exercise of such warrants. The Shares beneficially owned by Iroquois represent approximately 9.99% of the
Shares (based upon 7,614,321 Shares outstanding, which consists of (i) 7,605,100 Shares outstanding as of November 14, 2013 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013 plus (ii) 9,221 Shares issuable upon conversion of Series A Preferred Stock plus (iii) 44,418 Shares issuable upon the exercise of warrants). Iroquois may be deemed to have shared power to vote and shared power to dispose of 765,873 Shares.
Mr. Abbe and Mr. Silverman are the members of Iroquois who have the authority and responsibility for the investments made on behalf of the Fund. As such, Mr. Abbe and Mr. Silverman may be deemed to be the beneficial owner of the Shares held for the account of the Fund. Each of Mr. Abbe and Mr. Silverman may be deemed to have shared power to vote and shared power to dispose of 765,873 Shares.
(c) Except as set forth on Exhibit 2 attached hereto, there have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.
(d) Other than the investors of the Fund and the beneficiaries of the Accounts, as the case may be, who are entitled to receive dividends from or the proceeds of sales of the Shares held for their respective accounts, in accordance with their interests therein, no person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares beneficially owned by any of the Reporting Person, other than the Reporting Person itself.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer.
The Reporting Persons hold warrants to purchase shares of the Issuer that are subject to the Conversion Cap. As a result, only the warrants that may be exercised without exceeding the Conversion Cap have been included in the beneficial ownership of the Reporting Persons in this Schedule 13D. Accordingly, the Reporting Persons disclaim any beneficial ownership of the shares issuable upon exercise of the warrants that would result in the Reporting Persons exceeding the Conversion Cap.
Except for the arrangements described herein, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Agreement by and among Iroquois Capital Management LLC, Joshua Silverman, and Richard Abbe to file this Schedule 13D and any amendments thereto jointly on behalf of each of them.
Exhibit 2 –Transactions in the Shares effected in the past 60 days.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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IROQUOIS CAPITAL MANAGEMENT L.L.C.
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EXHIBIT 1
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of MGT Capital Investments, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
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IROQUOIS CAPITAL MANAGEMENT L.L.C.
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EXHIBIT 2
TRANSACTIONS
The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on December 16, 2013. Except as otherwise noted below, all such transactions were purchases or sales of Shares effected in the open market, and the table includes commissions paid in per share prices.
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NATURE OF TRANSACTION
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FOR THE ACCOUNT OF
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DATE OF TRANSACTION
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AMOUNT OF SECURITIES
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PRICE PER SHARE
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Open Market Sale
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Iroquois Master Fund Ltd.
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10/17/2013
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(11,000)
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$3.2548
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Open Market Sale
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Iroquois Master Fund Ltd.
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10/18/2013
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(2,100)
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$3.2332
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Open Market Purchase
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Iroquois Master Fund Ltd.
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10/29/2013
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300
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$3.1303
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Open Market Purchase
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Iroquois Master Fund Ltd.
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10/31/2013
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5,000
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$2.9568
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Open Market Sale
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Iroquois Master Fund Ltd.
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11/1/2013
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(3,266)
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$3.0654
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Open Market Sale
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Iroquois Master Fund Ltd.
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11/1/2013
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(131)
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$2.8984
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Open Market Sale
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Iroquois Master Fund Ltd.
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11/4/2013
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(5,000)
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$2.8619
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Open Market Sale
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Iroquois Master Fund Ltd.
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11/26/2013
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(22,204)
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$3.0672
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Open Market Purchase
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Iroquois Master Fund Ltd.
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11/27/2013
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200
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$3.1420
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Open Market Purchase
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Iroquois Master Fund Ltd.
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11/29/2013
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1,800
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$3.1001
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Received from Exercise of Warrant
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Iroquois Master Fund Ltd.
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12/10/2013
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613,496
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$1.50
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Open Market Purchase
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Iroquois Master Fund Ltd.
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12/10/2013
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11,200
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$3.0887
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