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MGT CAPITAL INVESTMENTS, INC. (MGTI) reported the initial beneficial ownership of director David Garrity. The filing lists direct ownership of 150,000,000 shares of Common Stock. This is a Form 3 disclosure of existing holdings and does not report any new purchase or sale transactions.
MGT Capital Investments, Inc. has Series E Convertible Preferred Stock outstanding, each share representing 1,000 shares of common stock, par value $0.001. BRC Group Holdings, Inc., B. Riley Principal Capital, LLC and Bryant Riley (the reporting persons) collectively hold 1,625,000 Series E shares. These are convertible into an aggregate of 628,451,122.70 shares of common stock, but a 9.99% “Conversion E Limitation” restricts conversion so the reporting persons cannot beneficially own more than 9.99% of common shares then outstanding. Based on 6,290,802,029 common shares outstanding as of August 3, 2026, the reporting persons are deemed to beneficially own 628,451.12 common shares, representing 9.99% of the class, all with shared voting and dispositive power.
MGT Capital Investments, Inc. reported Q2 2026 results reflecting its transition away from Bitcoin mining. The company generated no revenue for the three and six months ended June 30, 2026, compared with $87 of revenue in the prior-year six‑month period, following the March 2025 shutdown of mining and hosting operations and the sale of its LaFayette, Georgia facility.
MGT posted a Q2 2026 net loss of $2,773 and a six‑month net loss of $2,955, driven mainly by a $2,814 loss on extinguishment of a secured convertible note. On June 30, 2026 the company exchanged $1,220 of principal debt for equity valued at $4,000, issuing 750,131,126 common shares and new Series E preferred shares convertible into 3,250,000,000 common shares. This eliminated its long‑term debt but created significant potential dilution.
As of June 30, 2026, cash and cash equivalents were $232, current liabilities were $693, and working capital showed a deficit of $461. The accumulated deficit reached $429,692, and there were 6,265,802,029 common shares outstanding. Management raised $925 through equity offerings since December 2025 but discloses substantial doubt about the company’s ability to continue as a going concern while it evaluates new business opportunities.
MGT Capital Investments, Inc. is the subject of an amended Schedule 13D in which Project Nickel LLC, DAXvest LLC and Grady Dowling Kittrell report updated beneficial ownership of its common stock. Project Nickel and DAXvest each may be deemed to beneficially own 3,250,131,126 shares, and Mr. Kittrell 3,250,331,126 shares, representing approximately 51.66%–51.67% of the company’s 6,290,802,029 shares outstanding as of August 3, 2026. Mr. Kittrell directly holds 200,000 shares, with the remainder held through Project Nickel; DAXvest is Project Nickel’s managing member and Mr. Kittrell is DAXvest’s sole member and manager, and each disclaims beneficial ownership except for Section 13(d) purposes.
The filing details a series of financing and exchange transactions beginning with a September 2022 Securities Purchase Agreement under which Project Nickel funded $1,335,000 for a secured convertible note and warrants. Through subsequent exchanges, notes and warrants were converted or exchanged into large blocks of common and preferred stock, including a June 30, 2026 agreement exchanging a $1,220,240 secured convertible note for 3,250,000 shares of Series E Convertible Preferred Stock, each convertible into 1,000 common shares, plus 750,131,126 newly issued common shares. The reporting group states the position is held for investment and outlines no specific current plans for corporate actions, while reserving flexibility to buy or sell shares or engage with management based on future conditions.
MGT Capital Investments, Inc. reports that Project Nickel LLC, an entity associated with reporting person Grady Kittrell through DAXvest LLC, sold 3,250,000 shares of Series E Convertible Preferred Stock on 2026-07-31 at $0.10 per share in an indirect transaction.
After this sale, Project Nickel LLC reported holding 0 shares of this security. DAXvest LLC and Mr. Kittrell disclaim beneficial ownership of these securities, and the sale was not reported as made under a Rule 10b5-1 trading plan.
MGT Capital Investments, Inc. entered into a secured convertible promissory note exchange that retires a $1,220,240.00 note owed to Project Nickel LLC in return for new equity. Project Nickel received 3,250,000 shares of Series E Preferred Stock and 750,131,126 shares of common stock in the exchange.
Separately, the company sold 150,000,000 common shares to director appointee David M. Garrity at $0.00033 per share for $50,000.00 in cash. The board was expanded from one to three members, adding Interim CEO/CFO Jonathan M. Pfohl and independent director Garrity. MGT also created the Series E Preferred Stock class with a 9.9% Beneficial Ownership Limitation.
Project Nickel LLC and affiliates report beneficial ownership of 3,250,131,126 shares of MGT Capital Investments common stock, representing 51.87% of the 6,265,802,029 shares outstanding as of June 30, 2026. These shares are held primarily through Project Nickel, with 200,000 shares held directly by Grady Dowling Kittrell.
The filing explains that Project Nickel’s position was built through a series of secured convertible notes, warrants and exchange agreements dating back to 2022, culminating in a June 30, 2026 exchange of a $1,220,240 secured note into 3,250,000 shares of Series E Convertible Preferred Stock and 750,131,126 newly issued common shares. Each Series E share is convertible into 1,000 common shares but is subject to a 9.99% beneficial ownership limitation, so the underlying common shares are not currently counted in beneficial ownership. DAXvest LLC manages Project Nickel, and Kittrell controls DAXvest, giving them shared voting and dispositive power over the majority stake.
MGT Capital Investments insider activity centers on entities linked to Grady Kittrell. On 2026-06-30, Project Nickel LLC exchanged an 8% Secured Convertible Note with a principal balance of $1,220,240 and a December 31, 2027 maturity for equity.
The exchange delivered 3,250,000 shares of Series E Convertible Preferred Stock and 750,131,126 newly issued shares of Common Stock to Project Nickel LLC. Following the conversion, the note balance is reported as zero and Project Nickel LLC holds 3,250,000 Series E shares and 3,250,131,126 Common shares indirectly.
Separately, Grady Kittrell reports 200,000 Common shares held directly. Footnotes state that the securities are directly held by Project Nickel LLC and that DAXvest LLC and Mr. Kittrell, although reported as ten percent owners, disclaim beneficial ownership for Section 16 and other purposes.
MGT Capital Investments, Inc. entered into Securities Purchase and Subscription Agreements with accredited investors for a private placement of up to $500,000 of common stock at $0.001 per share. This structure allows the company to raise cash gradually through rolling closings.
As of this report, the company has closed on $150,000 of common stock, representing 150,000,000 shares sold to three investors. The offering is scheduled to end on July 31, 2026, with a possible extension to August 30, 2026, and proceeds are designated for general working capital.
The shares were issued as restricted securities in an unregistered offering relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, meaning they cannot be freely resold in the United States without registration or another exemption.
MGT Capital Investments, Inc. reported no revenue for the quarter ended March 31, 2026, compared with $87 (thousands) a year earlier, after shutting down its Bitcoin mining and hosting business in 2025.
The company posted a net loss of $182 (thousands) versus a $214 (thousands) loss in 2025, as operating expenses fell to $152 (thousands). Cash was $218 (thousands), against total liabilities of $2,312 (thousands) and a stockholders’ deficit of $2,088 (thousands). Management discloses a working capital deficit of $907 (thousands) and “substantial doubt” about the ability to continue as a going concern.
To fund operations during this transition, MGT raised $675 (thousands) in an equity offering that closed in January 2026 and began another offering of up to $500 (thousands), of which $150 (thousands) was raised after quarter-end. It also carries a $1,220 (thousands) secured convertible note maturing in 2027 that is convertible into 1,220,240,000 common shares.