MGT Capital (MGTI) completes $675,000 private common share placement

Rhea-AI Filing Summary

MGT Capital Investments, Inc. completed an additional private placement of its common stock on January 29, 2026, raising $375,000 and bringing total proceeds under the offering to $675,000 at a purchase price of $0.001 per share.

The company states that the funds will be used for general working capital purposes. In total, 675,000,000 shares of common stock have been issued and sold in this offering as of the date of the report. The shares were sold to accredited investors as restricted securities under exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D.

Insights

Equity Capital Markets Analyst

MGT Capital raises $675,000 through a discounted private equity sale.

MGT Capital Investments reports completing a private placement totaling $675,000, selling common shares at $0.001 each to accredited investors. The capital is designated for general working capital, indicating a focus on funding ongoing operations rather than a specific project or acquisition.

The issuance of 675,000,000 restricted shares represents substantial new equity, which can dilute existing holders, although the filing does not compare this to prior shares outstanding. The transaction relied on Section 4(a)(2) and Rule 506(b) exemptions, so resale of these restricted securities will depend on future registration or additional exemptions.

Overall, this is a straightforward financing event that strengthens near-term liquidity with a modest cash infusion. The longer-term effect on shareholders depends on how efficiently the new capital is deployed for working capital and any future steps the company may take regarding potential registration or resale of these privately placed shares.

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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

January 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.)

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.

As previously disclosed on December 31, 2025, MGT Capital Investments, Inc. (the “Company”) entered into Securities Purchase Agreements and related Subscription Agreements (collectively, the “Agreement”) with several accredited investors. On January 29, 2026, under the terms of the Agreement, the Company completed the private placement for an additional $375,000, for a total of $675,000 of its common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $0.001 per share.

The proceeds of the offering 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, 675,000,000 shares have been issued and sold under the Offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Form of Securities Purchase Agreement (including Subscription Agreement) filed in form 8-K dated December 31, 2025
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: February 10, 2026	MGT CAPITAL INVESTMENTS, INC.
	By:	/s/ Jonathan M. Pfohl
		Jonathan M. Pfohl
		Interim Chief Executive Officer & Chief Financial Officer

FAQ

What did MGT Capital Investments (MGTI) announce in this 8-K filing?

MGT Capital Investments disclosed it completed an additional private placement of common stock, raising $375,000 and bringing total proceeds to $675,000. The offering was sold to accredited investors at $0.001 per share under exemptions from SEC registration requirements.

How much capital did MGT Capital (MGTI) raise and at what share price?

The company raised a total of $675,000 through a private placement of its common stock at a purchase price of $0.001 per share. This reflects a highly discounted issuance level typical for micro-cap financings targeting accredited investors under Regulation D.

How many MGT Capital (MGTI) shares were issued in the private placement?

MGT Capital reported that 675,000,000 shares of common stock were issued and sold under the offering as of the filing date. These shares are restricted securities and cannot be freely resold in the United States without registration or a valid exemption.

How will MGT Capital (MGTI) use the $675,000 raised?

The company stated that the proceeds from the private placement will be used for general working capital purposes. This typically covers day-to-day operating needs such as expenses, vendor payments, and other short-term obligations rather than earmarked strategic projects.

What securities law exemptions did MGT Capital (MGTI) rely on for this sale?

MGT Capital relied on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D to avoid registering the offering. These provisions allow private sales to accredited investors, subject to transfer restrictions on the resulting restricted securities.

Are the newly issued MGT Capital (MGTI) shares freely tradable?

No. The shares issued in this financing are restricted securities that 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

3 documents

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