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13G Filing: L2 Capital, LLC and MGT Capital Investments Inc. (MGTI)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
L 4,125,257 0 4,125,257 0 4,125,257 9.99%

Page 1 of 5 – SEC Filing

 

UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE
13G

Under
the Securities Exchange Act of 1934


MGT
Capital Investments, Inc.

(Name
of Issuer)

Common
Stock

(Title
of Class of Securities)

55302P202

(CUSIP
Number)

L2
Capital, LLC

8900
State Line Rd., Suite 410

Leawood,
KS 66206

1-816-621-3400

(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September
8, 2017

(Date
of Event which Requires Filing of this Statement)

 

Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐  Rule
13d-1(b)

☒  Rule 13d-1(c)
☐  Rule 13d-1(d)

*
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).

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Page 2 of 5 – SEC Filing

CUSIP No. 55302P202   13G   Page
2 of 5 Pages
         
1.  

NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

L2 Capital, LLC

EIN
#81-4411195

   
2.   CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)
(a)    ☐
(b)    ☐
   
3.   SEC USE
ONLY
 
   
4.   CITIZENSHIP
OR PLACE OF ORGANIZATION
 
United States of America, State of Kansas
   
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
  5.   SOLE
VOTING POWER
 
4,125,257
  6.   SHARED
VOTING POWER
 
0
  7.   SOLE
DISPOSITIVE POWER
 
4,125,257
  8.   SHARED
DISPOSITIVE POWER
 
0
9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 
4,125,257

   
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ☐

 

   
11.   PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


9.99%1
   
12.   TYPE
OF REPORTING PERSON (see instructions)

Accredited Investor
   

1 This percentage is calculated based on approximately
41,293,864 shares of common stock outstanding as of September 8, 2017. As of September 8, 2017, L2 Capital, LLC (“L2”)
was deemed to have beneficially owned 9.99% of the common stock of MGT Capital Investments, Inc. (“Company”), as a
result of L2’s ownership of certain convertible promissory notes, which gives L2 the rights to own an aggregate number of
shares of the Company’s common stock in an amount not to exceed 9.99% of shares of common stock then outstanding.

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Page 3 of 5 – SEC Filing

CUSIP No. 55302P202   13G   Page 3 of 5 Pages
         

Item
1.

 

  (a) Name of Issuer
MGT Capital Investments, Inc.
     
  (b) Address of Issuer’s Principal Executive
Offices
512 S. Mangum Street, Suite 408, Durham, NC 27701
     

Item
2.

 

  (a) Name of Person Filing
L2 Capital, LLC
     
  (b) Address of the Principal Office or, if none,
residence
8900 State Line Rd., Suite 410, Leawood, KS 66206
     
  (c) Citizenship
United States of America
     
  (d) Title of Class of Securities
Common Stock
     
  (e) CUSIP Number
55302P202
     

Item
3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:

  (a) Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
       
  (b) Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
       
  (c) Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
       
  (d) Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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Page 4 of 5 – SEC Filing

CUSIP No. 55302P202   13G   Page 4 of 5 Pages

 

Item
4.  Ownership.

Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.

  (a)   Amount beneficially
owned:  4,125,257
         
  (b)   Percent
of class: 9.99%
         
  (c)   Number of
shares as to which the person has:  
         
      (i) Sole power to vote or
to direct the vote  4,125,257
         
      (ii) Shared power to vote
or to direct the vote  0
         
      (iii) Sole power to dispose
or to direct the disposition of  4,125,257
         
      (iv) Shared power to dispose
or to direct the disposition of  0
         

Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item
5.  Ownership of Five Percent or Less of a Class.

If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following    ☐.

Instruction.
Dissolution of a group requires a response to this item.

Item
6.  Ownership of More than Five Percent on Behalf of Another Person.

 

Item
7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.

 

Item
8.  Identification and Classification of Members of the Group.

 

Item
9.  Notice of Dissolution of Group.

 

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Page 5 of 5 – SEC Filing

CUSIP No. 55302P202   13G   Page
5 of 5 Pages

 

Item
10.  Certification.

  (a)   The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
       
      By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
       
  (b)   The following
certification shall be included if the statement is filed pursuant to §240.13d-1(c):
       
      By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.

September
14, 2017

Date

 

/s/
Adam Long

Signature

 

Adam
Long, Managing Partner

Name/Title

 

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