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 October 29, 2026, and October 30, 2026, MGT Capital Investments, Inc. (the “Company”) entered into Securities Purchase Agreements and related Subscription Agreements (collectively, the “Agreement”) with two accredited investors. Under the terms of the Agreement, the Company is conducting a private placement of up to $225,000 of its common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $0.001 per share (the “Offering”). The Offering is being conducted on a rolling closing basis and is scheduled to terminate on December 31, 2026 unless extended by the Company for an additional 30 days, 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 $100,000 in Common Stock to two investors. The Company intends to use the net proceeds from the Offering for general working capital purposes.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement (including the Subscription Agreement), a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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 of Common Stock issued and sold under the Agreement as described in Item 1.01 were offered and sold by the Company in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. The Company relied on this exemption based in part on representations made by each investor, including that such investor is an “accredited investor” as defined in Rule 501(a) of Regulation D and is acquiring the shares for investment purposes and not with a view to distribution, and the Offering was conducted without any form of general solicitation or general advertising. No underwriter or placement agent was engaged in connection with the Offering, and no underwriting discounts or commissions were paid. The shares of Common Stock were issued as restricted securities and have not been registered under the Securities Act 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, 100,000,000 shares of Common Stock have been issued and sold under the Offering to two 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: November 4, 2026 | MGT CAPITAL INVESTMENTS, INC. | |
| By: | /s/ Jonathan M. Pfohl | |
| Jonathan M. Pfohl | ||
| Interim Chief Executive Officer & Chief Financial Officer | ||