STOCK TITAN

Project Nickel LLC boosts stake in MGT Capital (MGTI) via note conversion

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Insider Kittrell Grady, Project Nickel LLC, DAXvest LLC
Role 10% Owner | 10% Owner | 10% Owner
Bought 3,250,000 shs ($0.00)
Type Security Shares Price Value
Conversion 8% Secured Convertible Note due 12/31/27 0 $0.00 $0.00
Conversion Common Stock 750,131,126 $0.00 $0.00
Purchase Series E Convertible Preferred Stock 3,250,000 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: 8% Secured Convertible Note due 12/31/27 — 0 shares (Indirect, By Project Nickel LLC); Common Stock — 3,250,131,126 shares (Indirect, By Project Nickel LLC); Series E Convertible Preferred Stock — 3,250,000 shares (Indirect, By Project Nickel LLC); Common Stock — 200,000 shares (Direct)
Footnotes (2)
  1. F1. Project Nickel LLC exchanged an 8% Secured Convertible Note with a principal balance of $1,220,240 and a December 31, 2027 maturity for (i) 3,250,000 shares of Series E Convertible Preferred Stock, and (ii) 750,131,126 newly issued shares of Common Stock.
  2. F2. These securities are directly held by Project Nickel LLC. DAXvest LLC is the managing member of Project Nickel LLC and Mr. Kittrell is the sole member and manager of DAXvest LLC. DAXvest LLC and Mr. Kittrell disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Note principal $1,220,240 Principal balance of 8% Secured Convertible Note exchanged
Series E shares received 3,250,000 shares Series E Convertible Preferred issued to Project Nickel LLC
New common shares issued 750,131,126 shares Newly issued MGT Capital Common shares from note exchange
Common shares after transaction 3,250,131,126 shares Common Stock indirectly held by Project Nickel LLC after conversion
Direct common holding 200,000 shares Common Stock held directly by Grady Kittrell after transactions
Note coupon and maturity 8% due December 31, 2027 Terms of Secured Convertible Note before exchange
8% Secured Convertible Note financial
"Project Nickel LLC exchanged an 8% Secured Convertible Note with a principal balance of $1,220,240 and a December 31, 2027 maturity"
Series E Convertible Preferred Stock financial
"for (i) 3,250,000 shares of Series E Convertible Preferred Stock, and (ii) 750,131,126 newly issued shares of Common Stock"
Series E convertible preferred stock is a class of investment shares issued in a later-stage financing round that behave like a hybrid between a safety-first claim and an option to become ordinary shares. Think of it as a VIP ticket that gives owners priority on payments and protections if things go wrong, but can be swapped for regular shares later—important to investors because it affects payout priority, potential dilution of ownership, voting power, and the company’s implied valuation.
derivative security financial
"transaction_action": "derivative conversion", "transaction_code_description": "Conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
beneficial ownership financial
"DAXvest LLC and Mr. Kittrell disclaim beneficial ownership of these securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Section 16 regulatory
"this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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

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FAQ

What did Project Nickel LLC do in the MGTI Form 4 filing?

Project Nickel LLC exchanged an 8% Secured Convertible Note for equity in MGT Capital. It received 3,250,000 Series E Convertible Preferred shares and 750,131,126 newly issued Common shares in place of the note’s $1,220,240 principal balance.

How many MGTI common shares does Project Nickel LLC hold after the transactions?

After the reported transactions, Project Nickel LLC is shown holding 3,250,131,126 MGT Capital Common shares indirectly. This total includes 750,131,126 newly issued Common shares received in exchange for the 8% Secured Convertible Note described in the Form 4 footnote.

What were the terms of the 8% Secured Convertible Note in the MGTI filing?

The 8% Secured Convertible Note carried a principal balance of $1,220,240 and a maturity date of December 31, 2027. It was exchanged by Project Nickel LLC for 3,250,000 Series E Convertible Preferred shares and 750,131,126 newly issued MGT Capital Common shares.

How many Series E Convertible Preferred shares were issued to Project Nickel LLC?

Project Nickel LLC received 3,250,000 shares of Series E Convertible Preferred Stock in the exchange. These preferred shares were part of the consideration for surrendering the 8% Secured Convertible Note with a $1,220,240 principal amount owed by MGT Capital Investments.

Does Grady Kittrell personally hold MGTI common shares after this Form 4?

Grady Kittrell reports direct ownership of 200,000 MGT Capital Common shares after the transactions. Additional securities are held indirectly by Project Nickel LLC, but footnotes state that DAXvest LLC and Mr. Kittrell disclaim beneficial ownership of those securities for Section 16 and other purposes.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kittrell Grady

(Last)(First)(Middle)
1310 CORDOVA ROAD

(Street)
FORT LAUDERDALE FLORIDA 33316

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MGT CAPITAL INVESTMENTS, INC. [ MGTI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/30/2026C(1)750,131,126A(1)3,250,131,126IBy Project Nickel LLC(2)
Series E Convertible Preferred Stock06/30/2026P(1)3,250,000A(1)3,250,000IBy Project Nickel LLC(2)
Common Stock200,000D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
8% Secured Convertible Note due 12/31/27(1)06/30/2026C(1)$1,220,24009/22/202512/31/2027Common Stock750,131,126$00IBy Project Nickel LLC(2)
1. Name and Address of Reporting Person*
Kittrell Grady

(Last)(First)(Middle)
1310 CORDOVA ROAD

(Street)
FORT LAUDERDALE FLORIDA 33316

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Project Nickel LLC

(Last)(First)(Middle)
1310 CORDOVA ROAD

(Street)
FORT LAUDERDALE FLORIDA 33316

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
DAXvest LLC

(Last)(First)(Middle)
1310 CORDOVA ROAD

(Street)
FORT LAUDERDALE FLORIDA 33316

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Project Nickel LLC exchanged an 8% Secured Convertible Note with a principal balance of $1,220,240 and a December 31, 2027 maturity for (i) 3,250,000 shares of Series E Convertible Preferred Stock, and (ii) 750,131,126 newly issued shares of Common Stock.
2. These securities are directly held by Project Nickel LLC. DAXvest LLC is the managing member of Project Nickel LLC and Mr. Kittrell is the sole member and manager of DAXvest LLC. DAXvest LLC and Mr. Kittrell disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
/s/ Grady D. Kittrell07/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)