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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
October
29, 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
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 |
