Subsequent Events	6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 12. Subsequent Events On July 18, 2024, the United States District Court Southern District of New York issued an Opinion and Order granting in part the SEC’s motion for relief in its litigation against our Chief Executive Officer. In addition to civil monetary penalties and a permanent injunction against future violations of certain securities regulations, the Court imposes a five year officer-director bar against our Chief Executive Officer. The SEC filed a proposed final judgment on July 26, 2024, and our Chief Executive Officer will have until August 2, 2024 to file any objections. As a result of the foregoing Opinion and Order, our Chief Executive Officer was required to resign. On August 29, 2024, Robert B. Ladd resigned from his position as Chief Executive Officer, President, and Acting Chief Financial Officer of MGT Capital Investments, Inc. (the “Company”), and as a member of the Company’s Board of Directors, effective August 29, 2024. Mr. Ladd’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. On September 2, 2024, the Company’s Board of Directors appointed Paul R. Taylor, 65, to serve as Interim Principal Executive Officer and Interim Principal Financial Officer. Before joining the Company, Mr. Taylor has served as Chief Executive Officer of Dinostar/RPM One Inc. since he co-founded the entity in 2003. Mr. Taylor also served as a consultant to the Board of Directors of XNET Investments from 2006 to 2019. On November 1, 2024, the Company and Project Nickel LLC entered into three agreements: (i) a Convertible Note Exchange Agreement; (ii) a Warrant Exchange and Extinguishment Agreement; and (iii) a Promissory Note Exchange Agreement. Convertible Note Exchange Agreement and Issuance of New Secured Exchange Note Pursuant to the Convertible Note Exchange Agreement, Project Nickel agreed to exchange the outstanding balance of an Original Issue Discount Secured Convertible Promissory Note dated December 19, 2023, issued in the principal amount of $1,578,840 with an interest rate of 6% per annum and a maturity date of December 31, 2024 (the “Original Secured Convertible Note”) (as reported in the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2023), for (i) a new, nonconvertible Secured Exchange Note issued on November 1, 2024, in the principal amount of $1,620,240 with an interest rate of 8% per annum and a maturity date of December 31, 2025 (the “New Secured Exchange Note”) and (ii) 750,000,000 duly authorized, non-assessable unregistered shares of common stock of the Company. 5. In case of an event of default under the New Secured Exchange Note, interest shall accrue at the lesser of (i) a rate of 12% per annum or (ii) the maximum amount permitted by law, and once the event of default is cured, the interest rate shall revert to 8% per annum. Furthermore, under the terms of the New Secured Exchange Note, an event of default may result, at the holder’s election, in the accelerated maturity of the note, in which case 110% of the principal of and accrued and unpaid interest on the note will automatically become due and payable. Warrant Exchange and Extinguishment Agreement and Issuance of Common Stock and Series D Preferred Stock The Company previously issued to Project Nickel (i) a common stock purchase warrant dated September 12, 2022 (the “2022 Warrant”) and (ii) in connection with certain convertible note conversions, an aggregate of 334,800,000 common stock purchase warrants pursuant to the 2022 Warrant (the “Conversion Warrants”). In addition, Project Nickel was the holder of warrants to purchase shares of common stock of the Company dated March 5, 2021 and July 21, 2021, which Project Nickel acquired from John Fife or entities affiliated with and controlled by John Fife (the “Fife Warrants” and together with the 2022 Warrants and the Conversion Warrants, collectively, the “Warrants”). Pursuant to the terms and conditions of the Warrant Exchange and Extinguishment Agreement, Project Nickel agreed to cancel and extinguish all of the Warrants outstanding and, in exchange, the Company agreed to issue to Project Nickel 600,000,000 shares of common stock of the Company and 650,000 shares of the Company’s Series D Preferred Stock. Each share of the Company’s Series D Preferred Stock is convertible at any time into 1,000 shares of common stock of the Company. Promissory Note Exchange Agreement and Issuance of New Promissory Note The Company previously issued to Project Nickel on November 20, 2023, March 6, 2024 and April 30, 2024 certain promissory notes with principal amounts of $25,000, $125,000, and $50,000, respectively, and such notes, including the default principal amount and interest thereon, had an aggregate outstanding balance of $241,590 (the “Existing Promissory Notes”). Pursuant to the Promissory Note Exchange Agreement, Project Nickel agreed to consolidate and exchange the Existing Promissory Notes for a new single, consolidated Promissory Note dated November 1, 2024, in the principal amount of $241,590 (the “New Promissory Note”). The New Promissory Note bears interest at a rate of 8% per annum, payable on a monthly basis, and matures on December 31, 2025. In case of an event of default under the New Promissory Note, interest shall accrue at the lesser of (i) a rate of 12% per annum or (ii) the maximum amount permitted by law, and once the event of default is cured, the interest rate shall revert to 8% per annum. Furthermore, under the terms of the New Promissory Note, an event of default may result, at the holder’s election, in the accelerated maturity of the New Promissory Note, in which case 110% of the principal of and accrued and unpaid interest on the note will automatically become due and payable. On November 1, 2024, following consummation of the Convertible Note Exchange Agreement and the Warrant Exchange and Extinguishment Agreement, Project Nickel acquired and became the beneficial owner of 2,000,000,000 shares of the Company’s common stock or common stock equivalents, including (i) 1,350,000,000 shares of common stock of the Company held directly by Project Nickel, and (ii) 650,000,000 shares of common stock of the Company issuable upon conversion of 650,000 shares of Series D Preferred Stock held directly by Project Nickel. that are exercisable within 60 days of the date of this filing. As a result of the Transactions, a change in control occurred and Project Nickel may be deemed to be the beneficial owner of 63.7% of the Company’s outstanding common stock on a fully diluted basis. Previously, Streeterville Capital LLC controlled by John M. Fife was the only shareholder of the Company holding 5% or more of the common stock of the Company. Project Nickel used its working capital to acquire the original notes and warrants that ultimately resulted in the Transactions. On October 31, 2024, in connection with the Company’s issuance of 650,000 shares of Series D Preferred Stock to Project Nickel pursuant to the Warrant Exchange and Extinguishment Agreement, the board of directors of the Company (the “Board”) approved the authorization, issuance and designation (the “Designation”) of 1,000,000 shares of the Company’s preferred stock as “Series D Convertible Preferred Stock,” par value $0.001 per share (the “Series D Preferred Stock”), having the voting powers, designations, preferences, limitations, restrictions and relative rights set forth in the certificate of designation attached hereto as Exhibit 3.1 (the “Certificate of Designation”). The material features of the Series D Preferred Stock are as follows: 1. Holders of Series D Preferred Stock are not entitled to vote, except as otherwise expressly provided by law; 2. With respect to any dividends or other distributions, the Series D Preferred Stock ranks in parity to the Common Stock, on an as-converted basis; 3. With respect to any assets of the Company upon a liquidation, dissolution or winding up of the Company, the Series D Preferred Stock ranks in parity to the Common Stock, on an as-converted basis; 4. Shares of Series D Preferred Stock are not redeemable; 5. Shares of Series D Preferred Stock are convertible or exchangeable by holder into shares of Common Stock, at any time such Common Shares are authorized but unissued, on a one-for-one thousand (1-for-1000) basis; and 6. Shares of Series D Preferred Stock are transferrable or assignable without the prior written consent of the Company. The Certificate of Designation was filed with the Secretary of State of the State of Delaware on October 31, 2024. Promptly following the filing of the Certificate of Designation, the Company will issue 650,000 shares of Series D Preferred Stock to Project Nickel as partial consideration for Project Nickel agreeing to enter into the Warrant Exchange and Extinguishment Agreement. On May 13, 2025, the Company and CSRE Properties LLC (“CSRE”) entered into a Purchase and Sale Agreement (“Land Agreement”) for the sale of property owned by the Company at 2076 Foster Miller Drive, LaFayette Georgia (“Property”). The purchase price for the Property was $1,350,000 and was paid at the closing on May 13, 2025. The Company used a portion of the proceeds from the sale to repay outstanding debt and other accrued liabilities. As of the date hereof, the Company has approximately $400,000 in cash remaining from the proceeds of the sale, and an outstanding balance of $1.2 million remaining on the promissory note dated November 1, 2024. On June 1, 2025, MGT Capital Investments, Inc., (the “Company”) announced that it had appointed Mr. Jonathan Pfohl as its Chief Financial Officer. Since 2024, Mr. Pfohl, 58, has served as the principal of VC Partners Group LLC, a CFO advisory service to companies in early-stage growth and later-stage restructuring. From 2018-2024 he served as the CFO of Virtual Currency Partners LLC, a venture capital group. From 2019-2022 he served as CFO of Liquid Financial USA ,Inc, an early-stage cryptocurrency exchange. From 2013-2018 he served as CFO of Scio Diamond Technology Corp (OTC:SCIO) He received his BS and MBA from the State University of New York at Buffalo. Mr. Pfohl entered into an employment agreement with the Company. The agreement provides for a salary of $5,000 per month, plus reimbursement of out-of-pocket business expenses. The Company or Mr. Pfohl may terminate the agreement on ten (10) business days’ notice. The agreement is attached to this Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. There are no family relationships between Mr. Pfohl and any person associated with the Company.

Subsequent Events

6 Months Ended

Jun. 30, 2024

Note 12. Subsequent Events

On July 18, 2024, the United States District Court Southern District of New York issued an Opinion and Order granting in part the SEC’s motion for relief in its litigation against our Chief Executive Officer. In addition to civil monetary penalties and a permanent injunction against future violations of certain securities regulations, the Court imposes a five year officer-director bar against our Chief Executive Officer. The SEC filed a proposed final judgment on July 26, 2024, and our Chief Executive Officer will have until August 2, 2024 to file any objections. As a result of the foregoing Opinion and Order, our Chief Executive Officer was required to resign.

On August 29, 2024, Robert B. Ladd resigned from his position as Chief Executive Officer, President, and Acting Chief Financial Officer of MGT Capital Investments, Inc. (the “Company”), and as a member of the Company’s Board of Directors, effective August 29, 2024. Mr. Ladd’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On September 2, 2024, the Company’s Board of Directors appointed Paul R. Taylor, 65, to serve as Interim Principal Executive Officer and Interim Principal Financial Officer. Before joining the Company, Mr. Taylor has served as Chief Executive Officer of Dinostar/RPM One Inc. since he co-founded the entity in 2003. Mr. Taylor also served as a consultant to the Board of Directors of XNET Investments from 2006 to 2019.

On November 1, 2024, the Company and Project Nickel LLC entered into three agreements: (i) a Convertible Note Exchange Agreement; (ii) a Warrant Exchange and Extinguishment Agreement; and (iii) a Promissory Note Exchange Agreement.

Convertible Note Exchange Agreement and Issuance of New Secured Exchange Note

Pursuant to the Convertible Note Exchange Agreement, Project Nickel agreed to exchange the outstanding balance of an Original Issue Discount Secured Convertible Promissory Note dated December 19, 2023, issued in the principal amount of $1,578,840 with an interest rate of 6% per annum and a maturity date of December 31, 2024 (the “Original Secured Convertible Note”) (as reported in the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2023), for (i) a new, nonconvertible Secured Exchange Note issued on November 1, 2024, in the principal amount of $1,620,240 with an interest rate of 8% per annum and a maturity date of December 31, 2025 (the “New Secured Exchange Note”) and (ii) 750,000,000 duly authorized, non-assessable unregistered shares of common stock of the Company. 5. In case of an event of default under the New Secured Exchange Note, interest shall accrue at the lesser of (i) a rate of 12% per annum or (ii) the maximum amount permitted by law, and once the event of default is cured, the interest rate shall revert to 8% per annum. Furthermore, under the terms of the New Secured Exchange Note, an event of default may result, at the holder’s election, in the accelerated maturity of the note, in which case 110% of the principal of and accrued and unpaid interest on the note will automatically become due and payable.

Warrant Exchange and Extinguishment Agreement and Issuance of Common Stock and Series D Preferred Stock

The Company previously issued to Project Nickel (i) a common stock purchase warrant dated September 12, 2022 (the “2022 Warrant”) and (ii) in connection with certain convertible note conversions, an aggregate of 334,800,000 common stock purchase warrants pursuant to the 2022 Warrant (the “Conversion Warrants”). In addition, Project Nickel was the holder of warrants to purchase shares of common stock of the Company dated March 5, 2021 and July 21, 2021, which Project Nickel acquired from John Fife or entities affiliated with and controlled by John Fife (the “Fife Warrants” and together with the 2022 Warrants and the Conversion Warrants, collectively, the “Warrants”). Pursuant to the terms and conditions of the Warrant Exchange and Extinguishment Agreement, Project Nickel agreed to cancel and extinguish all of the Warrants outstanding and, in exchange, the Company agreed to issue to Project Nickel 600,000,000 shares of common stock of the Company and 650,000 shares of the Company’s Series D Preferred Stock. Each share of the Company’s Series D Preferred Stock is convertible at any time into 1,000 shares of common stock of the Company.

Promissory Note Exchange Agreement and Issuance of New Promissory Note

The Company previously issued to Project Nickel on November 20, 2023, March 6, 2024 and April 30, 2024 certain promissory notes with principal amounts of $25,000, $125,000, and $50,000, respectively, and such notes, including the default principal amount and interest thereon, had an aggregate outstanding balance of $241,590 (the “Existing Promissory Notes”). Pursuant to the Promissory Note Exchange Agreement, Project Nickel agreed to consolidate and exchange the Existing Promissory Notes for a new single, consolidated Promissory Note dated November 1, 2024, in the principal amount of $241,590 (the “New Promissory Note”). The New Promissory Note bears interest at a rate of 8% per annum, payable on a monthly basis, and matures on December 31, 2025. In case of an event of default under the New Promissory Note, interest shall accrue at the lesser of (i) a rate of 12% per annum or (ii) the maximum amount permitted by law, and once the event of default is cured, the interest rate shall revert to 8% per annum. Furthermore, under the terms of the New Promissory Note, an event of default may result, at the holder’s election, in the accelerated maturity of the New Promissory Note, in which case 110% of the principal of and accrued and unpaid interest on the note will automatically become due and payable.

On November 1, 2024, following consummation of the Convertible Note Exchange Agreement and the Warrant Exchange and Extinguishment Agreement, Project Nickel acquired and became the beneficial owner of 2,000,000,000 shares of the Company’s common stock or common stock equivalents, including (i) 1,350,000,000 shares of common stock of the Company held directly by Project Nickel, and (ii) 650,000,000 shares of common stock of the Company issuable upon conversion of 650,000 shares of Series D Preferred Stock held directly by Project Nickel. that are exercisable within 60 days of the date of this filing. As a result of the Transactions, a change in control occurred and Project Nickel may be deemed to be the beneficial owner of 63.7% of the Company’s outstanding common stock on a fully diluted basis. Previously, Streeterville Capital LLC controlled by John M. Fife was the only shareholder of the Company holding 5% or more of the common stock of the Company. Project Nickel used its working capital to acquire the original notes and warrants that ultimately resulted in the Transactions.

On October 31, 2024, in connection with the Company’s issuance of 650,000 shares of Series D Preferred Stock to Project Nickel pursuant to the Warrant Exchange and Extinguishment Agreement, the board of directors of the Company (the “Board”) approved the authorization, issuance and designation (the “Designation”) of 1,000,000 shares of the Company’s preferred stock as “Series D Convertible Preferred Stock,” par value $0.001 per share (the “Series D Preferred Stock”), having the voting powers, designations, preferences, limitations, restrictions and relative rights set forth in the certificate of designation attached hereto as Exhibit 3.1 (the “Certificate of Designation”).

The material features of the Series D Preferred Stock are as follows:

1. Holders of Series D Preferred Stock are not entitled to vote, except as otherwise expressly provided by law;

2. With respect to any dividends or other distributions, the Series D Preferred Stock ranks in parity to the Common Stock, on an as-converted basis;

3. With respect to any assets of the Company upon a liquidation, dissolution or winding up of the Company, the Series D Preferred Stock ranks in parity to the Common Stock, on an as-converted basis;

4. Shares of Series D Preferred Stock are not redeemable;

5. Shares of Series D Preferred Stock are convertible or exchangeable by holder into shares of Common Stock, at any time such Common Shares are authorized but unissued, on a one-for-one thousand (1-for-1000) basis; and

6. Shares of Series D Preferred Stock are transferrable or assignable without the prior written consent of the Company.

The Certificate of Designation was filed with the Secretary of State of the State of Delaware on October 31, 2024.

Promptly following the filing of the Certificate of Designation, the Company will issue 650,000 shares of Series D Preferred Stock to Project Nickel as partial consideration for Project Nickel agreeing to enter into the Warrant Exchange and Extinguishment Agreement.

On May 13, 2025, the Company and CSRE Properties LLC (“CSRE”) entered into a Purchase and Sale Agreement (“Land Agreement”) for the sale of property owned by the Company at 2076 Foster Miller Drive, LaFayette Georgia (“Property”). The purchase price for the Property was $1,350,000 and was paid at the closing on May 13, 2025. The Company used a portion of the proceeds from the sale to repay outstanding debt and other accrued liabilities. As of the date hereof, the Company has approximately $400,000 in cash remaining from the proceeds of the sale, and an outstanding balance of $1.2 million remaining on the promissory note dated November 1, 2024.

On June 1, 2025, MGT Capital Investments, Inc., (the “Company”) announced that it had appointed Mr. Jonathan Pfohl as its Chief Financial Officer. Since 2024, Mr. Pfohl, 58, has served as the principal of VC Partners Group LLC, a CFO advisory service to companies in early-stage growth and later-stage restructuring. From 2018-2024 he served as the CFO of Virtual Currency Partners LLC, a venture capital group. From 2019-2022 he served as CFO of Liquid Financial USA ,Inc, an early-stage cryptocurrency exchange. From 2013-2018 he served as CFO of Scio Diamond Technology Corp (OTC:SCIO) He received his BS and MBA from the State University of New York at Buffalo. Mr. Pfohl entered into an employment agreement with the Company. The agreement provides for a salary of $5,000 per month, plus reimbursement of out-of-pocket business expenses. The Company or Mr. Pfohl may terminate the agreement on ten (10) business days’ notice. The agreement is attached to this Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. There are no family relationships between Mr. Pfohl and any person associated with the Company.