UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Between April 8, 2026, and May 5, 2026, MGT Capital Investments, Inc. (the “Company”) entered into Securities Purchase Agreements and related Subscription Agreements (collectively, the “Agreement”) with several accredited investors. Under the terms of the Agreement, the Company is conducting a private placement of up to $500,000 of its common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $0.001 per share. The offering is being conducted on a rolling closing basis and is scheduled to terminate on July 31, 2026 unless extended by the Interim CEO for 30 days to August 30, 2026 if deemed necessary to finalize the offering.
As of the date of this filing, the Company has closed on the sale of an aggregate of $150,000 in Common Stock to three investors. The proceeds will be used for general working capital purposes.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Shares issued and sold under the Purchase Agreement as described in Item 1.01 were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder. The Shares were issued as restricted securities and have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements As of the date of this filing, 150,000,000 shares have been issued and sold under the Offering to three investors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
| 10.1 | Form of Securities Purchase Agreement (including Subscription Agreement) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 11, 2026 | MGT CAPITAL INVESTMENTS, INC. | |
| By: | /s/ Jonathan M. Pfohl | |
| Jonathan M. Pfohl | ||
| Interim Chief Executive Officer & Chief Financial Officer | ||