0001104659-17-018580.txt : 20170322 0001104659-17-018580.hdr.sgml : 20170322 20170322150001 ACCESSION NUMBER: 0001104659-17-018580 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170322 DATE AS OF CHANGE: 20170322 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MGT CAPITAL INVESTMENTS INC CENTRAL INDEX KEY: 0001001601 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 133758042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57417 FILM NUMBER: 17706525 BUSINESS ADDRESS: STREET 1: 500 MAMARONECK AVENUE - SUITE 204 CITY: HARRISON STATE: NY ZIP: 10528 BUSINESS PHONE: (914) 630-7430 MAIL ADDRESS: STREET 1: 500 MAMARONECK AVENUE - SUITE 204 CITY: HARRISON STATE: NY ZIP: 10528 FORMER COMPANY: FORMER CONFORMED NAME: MEDICSIGHT INC DATE OF NAME CHANGE: 20021113 FORMER COMPANY: FORMER CONFORMED NAME: HTTP TECHNOLOGY INC DATE OF NAME CHANGE: 20001016 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET HOLDINGS INC DATE OF NAME CHANGE: 19980520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAVBAY CAPITAL MANAGEMENT, INC. CENTRAL INDEX KEY: 0001701663 IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: THE DELOITTE BUILDING STREET 2: 100-400 APPLEWOOD CRES. CITY: VAUGHAN STATE: Z4 ZIP: L4K 0C3 BUSINESS PHONE: 905-482-4908 MAIL ADDRESS: STREET 1: THE DELOITTE BUILDING STREET 2: 100-400 APPLEWOOD CRES. CITY: VAUGHAN STATE: Z4 ZIP: L4K 0C3 SC 13G 1 a17-9038_1sc13g.htm SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

 

MGT Capital Investments, Inc

(Name of Issuer)

Common Stock, 0.001 par value

(Title of Class of Securities)

55302P202

(CUSIP Number)

March 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:

x

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 


 

CUSIP No. 55302P202

13G

 

 

 

1

Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

LavBay Capital Total Return Fund LP

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Ontario, Canada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
2,500,000

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,500,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000 *

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.3% **

 

 

12

Type of Reporting Person
PN

 

*SEE ITEM 4(a).

**SEE ITEM 4(b).

 

2


 

CUSIP No. 55302P202

13G

 

 

 

1

Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

LavBay Capital Management Inc.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Ontario, Canada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
2,500,000

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,500,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000 *

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.3% **

 

 

12

Type of Reporting Person*
CO

 

*SEE ITEM 4(a).

**SEE ITEM 4(b).

 

3


 

CUSIP No. 55302P202

13G

 

 

 

1

Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

LavBay Total Return GP Inc.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Ontario, Canada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
2,500,000

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,500,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000 *

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.3% **

 

 

12

Type of Reporting Person*
CO

 

*SEE ITEM 4(a).

**SEE ITEM 4(b).

 

4


 

CUSIP No. 55302P202

13G

 

 

 

1

Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

Anton Strgacic

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Canadian Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
2,500,000

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,500,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000 *

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.3% **

 

 

12

Type of Reporting Person*
IN

 

*SEE ITEM 4(a).

**SEE ITEM 4(b).

 

5


 

SCHEDULE 13G

 

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of LavBay Capital Total Return Fund LP (this “the Fund”), an Ontario, Canada limited partnership, LavBay Capital Management Inc, an Ontario, Canada corporation, LavBay Total Return GP Inc., an Ontario, Canada corporation, Anton Strgacic, the Director of LavBay Capital Management Inc. and LavBay Total Return GP, relating to Common Stock, 0.001 par value (the “Common Stock”), of MGT Capital Investments Inc, a Delaware corporation (the “Issuer”).

 

This Schedule 13G relates to Common Stock of the Issuer purchased by LavBay Capital Total Return Fund LP to which LavBay Capital Management Inc. serves as the investment advisor and may direct the vote and disposition of the 2,500,000 shares of Common Stock held by the Fund. As the general partner of LavBay Capital Total Return Fund LP, LavBay Total Return GP Inc. may direct the vote and disposition of the 2,500,000 shares of Common Stock held by the Fund. Anton Strgacic, as the Director of LavBay Capital Management Inc. and LavBay Total Return GP Inc, may direct the vote and disposition of the 2,500,000 shares of Common Stock held by the Fund.

 

Item 1(a)

 

Name of Issuer.
MGT Capital Investments Inc.

Item 1(b)

 

Address of Issuer’s Principal Executive Offices.
512 S. Magnum Street, Suite 408, Durham, NC 27701

 

Item 2(a)

 

Name of Person Filing.
LavBay Capital Total Return Fund LP, LavBay Capital Management Inc, LavBay Total Return GP Inc., and Anton Strgacic

Item 2(b)

 

Address of Principal Business Office, or, if none, Residence.
400 Applewood Cres., Suite 100, Vaughan, Ontario, L4K 0C3

Item 2(c)

 

Citizenship or Place of Organization.
LavBay Capital Total Return Fund LP is a limited partnership organized under the laws of Ontario, Canada. LavBay Capital Management Inc., and LavBay Total Return GP Inc., is a corporation organized under the laws of Ontario, Canada.Mr. Strgacic is a Canadian citizen.

Item 2(d)

 

Title of Class of Securities.
Common Stock, 0.001 par value (the “Common Stock”).

Item 2(e)

 

CUSIP Number.
55302P202

 

Item 3

Reporting Person.

 

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

x

An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)

o

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)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

 

6


 

Item 4

Ownership.

 

(a)

LavBay Capital Total Return Fund LP, LavBay Capital Management Inc., LavBay Total Return GP Inc., and Anton Strgacic are the beneficial owners of 2,500,00 shares of common stock held by the Fund, which consists of (i) 625,000 shares of common stock and 1,875,000 shares of common stock issuable upon the exercise of certain warrants issuable to the reporting person. On March 8, 2017, the Reporting persons entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Issuer for 625,000 shares of the common stock at a purchase price of $0.40 per share. In addition, for every share purchased, the Reporting Person shall receive one Series A Warrant, one Series B Warrant, and one Series C warrant.

 

(b)

LavBay Capital Total Return Fund LP, LavBay Capital Management Inc., LavBay Total Return GP Inc., and Anton Strgacic are the beneficial owners of 7.3% of the outstanding shares of Common Stock. This percentage is determined by dividing 2,500,000 by 31,772,855 (+ 2,500,000), the number of shares of Common Stock issued and outstanding as of March 8, 2017, per 13D filed on March 8, 2017.

 

Item 5

Ownership of Five Percent or Less of a Class.

 

Inapplicable.

 

Item 6

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

 

Inapplicable.

 

Item 7

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

 

Inapplicable.

 

Item 8

Identification and Classification of Members of the Group.

 

Inapplicable.

 

Item 9

Notice of Dissolution of Group.

 

Inapplicable.

 

7


 

Item 10

Certification.

 

For LavBay Capital Total Return Fund LP, LavBay Capital Management Inc, LavBay Total Return GP Inc, and Anton Strgacic:

 

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.

 

SIGNATURE

 

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.

 

Date: March 20, 2017

 

 

LAVBAY CAPITAL TOTAL RETURN FUND LP

 

 

 

By: LavBay Total Return GP, its general partner

 

 

 

By:

/s/ Anton Strgacic

 

 

Anton Strgacic

 

 

Director

 

 

 

LAVBAY TOTAL RETURN GP INC.

 

 

 

By:

/s/ Anton Strgacic

 

 

Anton Strgacic

 

 

Director

 

 

 

LAVBAY CAPITAL MANAGEMENT INC.

 

 

 

By:

/s/ Anton Strgacic

 

 

Anton Strgacic

 

 

Director

 

 

 

/s/ Anton Strgacic

 

Anton Strgacic

 

8