MGT Capital (MGTI) sells 150M shares in $500K private stock placement

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

MGT Capital is raising a modest amount of working capital via an unregistered stock sale to accredited investors.

MGT Capital Investments, Inc. is conducting a private placement of up to $500,000 of common stock at $0.001 per share under Securities Purchase and Subscription Agreements. This structure allows multiple closings between early April 2026 and the scheduled end date in July 2026, with a potential extension.

So far, the company has sold 150,000,000 shares for proceeds of $150,000 to three investors, earmarked for general working capital. The use of Section 4(a)(2) and Rule 506(b) of Regulation D keeps the process limited to accredited investors and results in restricted securities, so any market impact will depend on future registration or resale exemptions rather than immediate trading.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Maximum offering size: $500,000 common stock Share purchase price: $0.001 per share Proceeds raised to date: $150,000 +4 more

7 metrics

Maximum offering size $500,000 common stock Private placement under Securities Purchase Agreements

Share purchase price $0.001 per share Price of common stock in private placement

Proceeds raised to date $150,000 Aggregate common stock sold as of filing date

Shares issued so far 150,000,000 shares Common stock issued under the offering to three investors

Potential shares if fully subscribed 500,000,000 shares Implied from $500,000 at $0.001 per share

Offering end date July 31, 2026 Scheduled termination of private placement

Possible extension date August 30, 2026 30-day extension at Interim CEO’s discretion

Key Terms

Securities Purchase Agreements, private placement, Section 4(a)(2), Rule 506(b) of Regulation D, +1 more

5 terms

Securities Purchase Agreements financial

"entered into Securities Purchase Agreements and related Subscription Agreements"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

private placement financial

"the Company is conducting a private placement of up to $500,000 of its common stock"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Section 4(a)(2) regulatory

"in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506(b) of Regulation D regulatory

"and Rule 506(b) of Regulation D thereunder"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

restricted securities regulatory

"The Shares were issued as restricted securities and have not been registered under the Securities Act of 1933"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

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Understanding 8-K Material Events →

false 0001001601 0001001601 2026-05-05 2026-05-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 5, 2026

Date of Report (Date of earliest event reported)

MGT Capital Investments, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-32698		13-4148725
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

540 Montreal Ave. Suite 133, Melbourne, Florida 32935

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (914) 630-7430

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

FAQ

What type of financing did MGTI enter into in this 8-K?

MGT Capital Investments entered into Securities Purchase and Subscription Agreements for a private placement of up to $500,000 of common stock at $0.001 per share, targeting accredited investors and providing incremental working capital through rolling closings.

How much has MGT Capital Investments (MGTI) raised so far in the private placement?

As of this filing, MGT Capital Investments has closed on $150,000 of its private placement. This corresponds to the sale of 150,000,000 shares of common stock to three accredited investors at a purchase price of $0.001 per share.

What is the maximum size and share price of MGTI’s current stock offering?

The company’s private placement is for up to $500,000 of common stock, with each share priced at $0.001. This structure allows the company to potentially issue up to 500,000,000 shares if the full offering amount is raised under the stated terms.

When does MGT Capital Investments’ private placement end and can it be extended?

The private placement is scheduled to terminate on July 31, 2026. The Interim CEO may extend the offering for an additional 30 days, to August 30, 2026, if needed to finalize the offering with participating accredited investors.

How will MGTI use the proceeds from this private stock offering?

The company plans to use the proceeds from the private placement for general working capital purposes. This typically includes funding day-to-day operations, covering short-term obligations, and supporting ongoing corporate activities without a specific earmarked project disclosed.

Under what securities law exemptions is MGT Capital’s offering being conducted?

The shares are being offered and sold in reliance on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. These exemptions permit unregistered offerings to accredited investors, with shares issued as restricted securities subject to resale limitations.

Are the new MGTI shares freely tradable after this private placement?

No. The shares issued in this private placement are restricted securities and have not been registered under the Securities Act of 1933. They cannot be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 315.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB