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  4. [8-K] MGT CAPITAL INVESTMENTS, INC. Reports Material Event

Large share issuances as MGT Capital (MGTI) swaps debt and adds directors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • The company fully settled and extinguished a secured convertible promissory note with a principal amount of $1,220,240.00, reducing debt obligations to Project Nickel LLC.

Negative

  • MGT issued 3,250,000 shares of Series E Preferred Stock and 900,131,126 new common shares in total to Project Nickel LLC and David M. Garrity, representing very large dilution of existing common shareholders.
  • Ownership and governance influence increase for Project Nickel LLC and new director-investor David M. Garrity, as both receive significant equity stakes concurrent with Garrity’s board appointment.

Insights

MGT trades debt for equity and heavily issues new shares, reshaping ownership and governance.

MGT Capital settled a secured note with principal of $1,220,240.00 by issuing Series E Preferred and over 750 million common shares to Project Nickel LLC. This removes debt but substantially increases the equity base and concentrates holdings with a single lender, subject to a 9.9% beneficial ownership cap.

The company also raised $50,000.00 in cash by selling 150,000,000 common shares to David M. Garrity. The board expanded from one to three seats, adding Interim CEO/CFO Jonathan M. Pfohl and independent director Garrity, tightening the link between new capital providers and governance.

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Secured note principal $1,220,240.00 Aggregate principal of 2025 Secured Convertible Promissory Note
Series E Preferred issued 3,250,000 shares Series E Preferred Stock issued to Project Nickel LLC
Common shares to Project Nickel 750,131,126 shares Common stock issued in note exchange
Common shares to Garrity 150,000,000 shares Private placement under Purchase Agreements
Garrity purchase price $0.00033 per share Price for 150,000,000 common shares
Cash raised from Garrity $50,000.00 Aggregate consideration for common shares sold
Beneficial ownership cap 9.9% Beneficial Ownership Limitation on Series E Preferred Stock
Board size 3 members Board expanded from one to three directors on July 6, 2026
Secured Convertible Promissory Note financial
"that certain outstanding Secured Convertible Promissory Note, dated September 22, 2025"
Series E Preferred Stock financial
"Certificate of Designation of Series E Convertible Preferred Stock"
Series E preferred stock is a specific class of company shares created in a later funding round that gives holders priority over common shareholders for payments and assets, often including a fixed dividend and special conversion or voting rights. Think of it as a VIP ticket that gets paid first and may convert into regular shares later; investors watch these terms because they affect potential returns, risk in a sale or bankruptcy, and control of the company.
Beneficial Ownership Limitation regulatory
"Series E Preferred Stock carries certain preferences... including a fixed 9.9% Beneficial Ownership Limitation blocker"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Section 3(a)(9) of the Securities Act regulatory
"in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act"
Section 4(a)(2) of the Securities Act regulatory
"in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
independent director regulatory
"The Board formally determined that Mr. Garrity qualifies as an “independent director” under NASDAQ Listing Rule 5605(a)(2)"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What debt did MGT Capital Investments (MGTI) retire in this 8-K?
MGT Capital retired a secured convertible promissory note with principal of $1,220,240.00 originally issued on September 22, 2025. The note was fully settled, retired and extinguished through an exchange with Project Nickel LLC involving new Series E Preferred and common stock.

How many shares did Project Nickel LLC receive from MGTI and of what types?
Project Nickel LLC received 3,250,000 shares of Series E Preferred Stock and 750,131,126 shares of common stock. These securities were issued as part of an exchange for the outstanding secured convertible note, relying on the Section 3(a)(9) exemption under the Securities Act.

What were the terms of MGTI’s share sale to David M. Garrity?
MGT Capital sold 150,000,000 common shares to David M. Garrity at $0.00033 per share, for total cash proceeds of $50,000.00. The issuance was conducted under a Securities Purchase Agreement and Subscription Agreement, relying on the Section 4(a)(2) private offering exemption.

How did MGTI change its board of directors in this filing?
The board size increased from one to three members, effective July 6, 2026. Interim CEO and CFO Jonathan M. Pfohl joined the board, and David M. Garrity was appointed as an independent director, both serving until the next annual stockholder meeting.

What is the new Series E Preferred Stock created by MGTI?
MGT Capital created a new class of 3,250,000 authorized Series E Convertible Preferred shares, each with $0.001 par value. The Series E carries specific preferences and includes a 9.9% Beneficial Ownership Limitation, restricting how much of the company’s stock a holder may beneficially own.

Which Securities Act exemptions did MGTI rely on for these issuances?
The exchange with Project Nickel LLC relied on Section 3(a)(9) of the Securities Act, covering exchanges with existing security holders without solicitation compensation. The private sale to David M. Garrity relied on Section 4(a)(2), which exempts transactions not involving any public offering.
false --12-31 0001001601 0001001601 2026-06-30 2026-06-30 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

 

June 30, 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.)

 

50 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.

 

Secured Convertible Promissory Note Exchange Agreement

 

On June 30, 2026, MGT Capital Investments, Inc. (the “Company”) entered into a Secured Convertible Promissory Note Exchange Agreement (the “Exchange Agreement”) with Project Nickel LLC (“Lender”). Pursuant to the Exchange Agreement, the Company and Lender agreed to fully settle, retire, and extinguish that certain outstanding Secured Convertible Promissory Note, dated September 22, 2025, originally issued in the aggregate principal amount of $1,220,240.00 (the “2025 Note”).

 

Under the terms of the Exchange Agreement, Lender completely surrendered the 2025 Note to the Company for cancellation. In consideration for the complete satisfaction and permanent extinguishment of all principal, accrued interest, and obligations under the 2025 Note, the Company issued to Lender:

 

1.3,250,000 shares of a newly designated series of preferred stock, designated as Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”); and

 

2.750,131,126 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

 

The Exchange Agreement includes standard representations, warranties, and a mutual release of claims effective upon the closing of the exchange transaction.

 

Securities Purchase Agreement

 

On June 30, 2026, the Company entered into a standalone Securities Purchase Agreement and a concurrent Subscription Agreement (collectively, the “Purchase Agreements”) with David M. Garrity. Pursuant to the Purchase Agreements, the Company issued and sold to Mr. Garrity 150,000,000 shares of its Common Stock, par value $0.001 per share, at a purchase price of $0.00033 per share, for an aggregate cash consideration of $50,000.00.

 

The foregoing descriptions of the Exchange Agreement and the Purchase Agreements do not purport to be complete and are qualified in their entirety by reference to the full texts of such agreements, which are filed as Exhibits 10.1, and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosures regarding the unregistered equity issuances set forth under Item 1.01 of this Current Report on Form 8-K are incorporated into this Item 3.02 by reference.

 

The issuance of 3,250,000 shares of Series E Preferred Stock and 750,131,126 shares of Common Stock to Project Nickel LLC was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act, as an exchange of securities by an issuer with an existing security holder exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

 

The issuance of 150,000,000 shares of Common Stock to David M. Garrity was not registered under the Securities Act, in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving any public offering. No general solicitation or advertising was used in connection with either transaction.

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 6, 2026, pursuant to Article III, Sections 2 and 11 of the Amended and Restated By-Laws of the Company, the sole remaining member of the Board of Directors (the “Board”) executed a written consent to expand the fixed size of the Board from one (1) member to three (3) members, and filled the resulting corporate vacancies by electing Jonathan M. Pfohl and David M. Garrity as new members of the Board, effective immediately.

 

Appointment of Jonathan M. Pfohl

 

Jonathan M. Pfohl, who currently serves as the Company’s Interim Chief Executive Officer and Chief Financial Officer, was appointed to serve as a member of the Board. Mr. Pfohl will hold office until the next annual meeting of stockholders and until his successor is duly elected and qualified.

 

Appointment of David M. Garrity

 

David M. Garrity was appointed as an independent member of the Board to hold office until the next annual meeting of stockholders and until his successor is duly elected and qualified. The Board formally determined that Mr. Garrity qualifies as an “independent director” under NASDAQ Listing Rule 5605(a)(2).

 

There are no family relationships between Mr. Garrity or Mr. Pfohl and any other director or executive officer of the Company. Except for the private placement transaction disclosed under Item 1.01 of this report, there are no transactions involving Mr. Garrity or Mr. Pfohl that require disclosure under Item 404(a) of Regulation S-K.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws;

 

On June 30, 2026, the Company filed a Certificate of Designation of Series E Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing a new designated class of 3,250,000 authorized preferred shares, par value $0.001 per share. The Series E Preferred Stock carries certain preferences, rights, and structural limitations, including a fixed 9.9% Beneficial Ownership Limitation blocker.

 

A copy of the Certificate of Designation as filed in Delaware is attached hereto as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

   Description
   
3.1   Certificate of Designation dated June 30, 2026
10.1   Secured Convertible Note Exchange Agreement, dated June 30, 2026, by and between MGT Capital Investments and Project Nickel LLC.

10.2

  

Securities Purchase and Subscription Agreement dated June 30, 2026, by and between MGT Capital Investments, Inc. and David M. Garrity.

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: July 6, 2026 MGT CAPITAL INVESTMENTS, INC.
     
  By: /s/ Jonathan M. Pfohl
    Jonathan M. Pfohl
    Interim Chief Executive Officer & Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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