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

 

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)

(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).

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.

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).

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.

 

CUSIP No. 55302P202

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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