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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/29/21 MGT Capital Investments, Inc. S-1 80:6.7M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 831K
2: EX-5.1 Opinion of Counsel re: Legality HTML 28K
3: EX-23.1 Consent of Expert or Counsel HTML 23K
10: R1 Document and Entity Information HTML 35K
11: R2 Condensed Consolidated Balance Sheets HTML 125K
12: R3 Condensed Consolidated Balance Sheets HTML 47K
(Parenthetical)
13: R4 Condensed Consolidated Statements of Operations HTML 86K
(Unaudited)
14: R5 Condensed Consolidated Statements of Changes in HTML 109K
Stockholders' (Deficit) Equity (Unaudited)
15: R6 Condensed Consolidated Statements of Cash Flows HTML 155K
(Unaudited)
16: R7 Organization and Basis of Presentation HTML 44K
17: R8 Going Concern and Management's Plans HTML 31K
18: R9 Summary of Significant Accounting Policies HTML 90K
19: R10 Property, Plant, and Equipment and Other Assets HTML 45K
20: R11 Notes Payable HTML 84K
21: R12 Leases HTML 36K
22: R13 Common Stock and Preferred Stock HTML 56K
23: R14 Stock-Based Compensation HTML 38K
24: R15 Commitments and Contingencies HTML 53K
25: R16 Income Taxes HTML 42K
26: R17 Employee Benefit Plans HTML 27K
27: R18 Subsequent Events HTML 28K
28: R19 Summary of Significant Accounting Policies HTML 130K
(Policies)
29: R20 Summary of Significant Accounting Policies HTML 33K
(Tables)
30: R21 Property, Plant, and Equipment and Other Assets HTML 43K
(Tables)
31: R22 Notes Payable (Tables) HTML 57K
32: R23 Leases (Tables) HTML 32K
33: R24 Common Stock and Preferred Stock (Tables) HTML 31K
34: R25 Stock-Based Compensation (Tables) HTML 34K
35: R26 Commitments and Contingencies (Tables) HTML 28K
36: R27 Income Taxes (Tables) HTML 38K
37: R28 Going Concern and Management's Plans (Details HTML 30K
Narrative)
38: R29 Going Concern and Management's Plans (Details HTML 30K
Narrative) (10-K)
39: R30 Summary of Significant Accounting Policies HTML 48K
(Details Narrative)
40: R31 Summary of Significant Accounting Policies HTML 54K
(Details Narrative) (10-K)
41: R32 Summary of Significant Accounting Policies - HTML 35K
Schedule of Digital Currencies (Details)
42: R33 Summary of Significant Accounting Policies - HTML 36K
Schedule of Digital Currencies (Details) (10-K)
43: R34 Property, Plant, and Equipment and Other Assets HTML 30K
(Details Narrative)
44: R35 Property, Plant, and Equipment and Other Assets HTML 45K
(Details Narrative) (10-K)
45: R36 Property, Plant, and Equipment and Other Assets - HTML 41K
Schedule of Property and Equipment (Details)
46: R37 Property, Plant, and Equipment and Other Assets - HTML 41K
Schedule of Property and Equipment (Details)
(10-K)
47: R38 Property, Plant, and Equipment and Other Assets - HTML 27K
Schedule of Other Assets (Details)
48: R39 Property, Plant, and Equipment and Other Assets - HTML 29K
Schedule of Other Assets (Details) (10-K)
49: R40 Notes Payable (Details Narrative) HTML 171K
50: R41 Notes Payable (Details Narrative) (10-K) HTML 212K
51: R42 Notes Payable - Schedule of Derivative Liability HTML 29K
Activity (Details)
52: R43 Notes Payable - Schedule of Derivative Liability HTML 31K
Activity (Details) (10-K)
53: R44 Notes Payable - Schedule of Derivative Liability HTML 29K
Fair Value (Details)
54: R45 Notes Payable - Schedule of Derivative Liability HTML 29K
Fair Value (Details) (10-K)
55: R46 Notes Payable - Schedule of Notes Payable HTML 36K
(Details)
56: R47 Notes Payable - Schedule of Notes Payable HTML 31K
(Details) (10-K)
57: R48 Leases (Details Narrative) HTML 41K
58: R49 Leases (Details Narrative) (10-K) HTML 44K
59: R50 Leases - Schedule of Future Minimum Lease Payment HTML 40K
(Details)
60: R51 Leases - Schedule of Future Minimum Lease Payment HTML 38K
(Details) (10-K)
61: R52 Common Stock and Preferred Stock (Details HTML 83K
Narrative)
62: R53 Common Stock, Preferred Stock and Warrants HTML 192K
(Details Narrative) (10-K)
63: R54 Common Stock, Preferred Stock and Warrants - HTML 54K
Summary of Warrants Outstanding (Details) (10-K)
64: R55 Stock-Based Compensation (Details Narrative) HTML 38K
65: R56 Stock-Based Compensation (Details Narrative) HTML 43K
(10-K)
66: R57 Stock-Based Compensation - Schedule of Restricted HTML 37K
Common Stock Activity (Details)
67: R58 Stock-Based Compensation - Schedule of Restricted HTML 37K
Common Stock Activity (Details) (10-K)
68: R59 Commitments and Contingencies (Details Narrative) HTML 46K
69: R60 Commitments and Contingencies (Details Narrative) HTML 69K
(10-K)
70: R61 Commitments and Contingencies - Schedule of HTML 31K
Management Agreement Termination Liability
(Details) (10-K)
71: R62 Income Taxes (Details Narrative) (10-K) HTML 33K
72: R63 Income Taxes - Schedule of Components of Deferred HTML 40K
Tax Assets (Details) (10-K)
73: R64 Income Taxes - Schedule of Effective Income Tax HTML 41K
Rate Reconciliation (Details)
74: R65 Employee Benefit Plans (Details Narrative) HTML 28K
75: R66 Employee Benefit Plans (Details Narrative) (10-K) HTML 28K
76: R67 Subsequent Events (Details Narrative) HTML 24K
77: R68 Subsequent Events (Details Narrative) (10-K) HTML 83K
79: XML IDEA XML File -- Filing Summary XML 151K
78: EXCEL IDEA Workbook of Financial Reports XLSX 121K
4: EX-101.INS XBRL Instance -- mgti-20210331 XML 1.50M
6: EX-101.CAL XBRL Calculations -- mgti-20210331_cal XML 190K
7: EX-101.DEF XBRL Definitions -- mgti-20210331_def XML 845K
8: EX-101.LAB XBRL Labels -- mgti-20210331_lab XML 1.06M
9: EX-101.PRE XBRL Presentations -- mgti-20210331_pre XML 1.04M
5: EX-101.SCH XBRL Schema -- mgti-20210331 XSD 193K
80: ZIP XBRL Zipped Folder -- 0001493152-21-018107-xbrl Zip 160K
Exhibit 5.1
MGT Capital Investments, Inc.
Attention: Robert Ladd
Chief Executive Officer
Re: Registration Statement on Form S-1
Dear Mr. Ladd:
We have acted as counsel to MGT Capital Investments, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”), on the date hereof. The Registration Statement relates to the offer and sale, from time-to-time by the selling stockholder identified in the Registration Statement, of 35,385,704 shares of the Company’s common stock (the “Shares”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K and cannot be relied on for any other purpose.
In connection with this opinion, we have examined such documents and such matters of fact and law as we have deemed necessary as a basis for this opinion, including, but not limited to, the Company’s Certificate of Incorporation, the Company’s Bylaws, the Registration Statement, the Securities Purchase Agreement under which the Shares were issued and such other corporate documents and records as we deemed appropriate for purposes of the opinions set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of natural persons, the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed, the authenticity of the documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the authenticity of the originals of all documents submitted to us as copies.
We have also assumed that (i) the Registration Statement and any amendments thereto will have become effective and comply with all applicable laws and no stop order suspending the effectiveness of the Registration Statement will have been issued and remain in effect, in each case, at the time the Shares are offered and sold as contemplated by the Registration Statement and (ii) all Shares will be offered and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus.
C:
MGT Capital investments, Inc.
Page 2
Based on the foregoing, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the Delaware General Corporation Law as currently in effect, and we express no opinion as to the effect of any other law of the State of Delaware or the laws of any other jurisdiction.
This opinion is effective only as of the date hereof. We do not assume responsibility for updating this opinion as of any date subsequent to its date, and we assume no responsibility for advising you of any changes with respect to any matters described in this opinion that may occur, or facts that may come to our attention, subsequent to the date hereof.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Nason, Yeager, Gerson, Harris & Fumero, P.A. | |
| Nason, Yeager, Gerson, Harris & Fumero, P.A. |
C:
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/29/21 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/04/21 MGT Capital Investments, Inc. S-1/A 78:6.6M M2 Compliance LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/27/21 MGT Capital Investments, Inc. 8-K:1,3,9 7/21/21 3:228K M2 Compliance LLC/FA 4/15/21 MGT Capital Investments, Inc. 10-K 12/31/20 65:4.5M M2 Compliance LLC/FA 3/08/21 MGT Capital Investments, Inc. 8-K:1,2,3,9 3/05/21 4:340K M2 Compliance LLC/FA 12/14/20 MGT Capital Investments, Inc. 8-K:1,2,9 12/08/20 3:276K M2 Compliance LLC/FA 4/16/19 MGT Capital Investments, Inc. 10-K 12/31/18 76:6.3M M2 Compliance LLC/FA 4/12/18 MGT Capital Investments, Inc. 8-K:5,9 4/06/18 2:136K M2 Compliance LLC/FA 8/15/16 MGT Capital Investments, Inc. DEF 14A 8/15/16 1:1.3M M2 Compliance LLC/FA 1/30/14 MGT Capital Investments, Inc. 8-K:1,5,7,9 1/26/14 8:273K Toppan Merrill/FA |