MGT Capital Reports Material Agreements, Equity Sales, and Officer Changes

TL;DR

MGT Capital's 8-K shows new deals, stock sales, and exec changes – big moves happening.

AI Summary

MGT Capital Investments, Inc. filed an 8-K on September 26, 2025, reporting on several material events as of September 25, 2025. These include entering into and terminating material definitive agreements, creating direct financial obligations, unregistered sales of equity securities, and changes in directors and officers. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing indicates significant corporate actions, including potential new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple material definitive agreements, financial obligations, and unregistered equity sales, suggesting a period of significant corporate activity and potential financial restructuring.

Key Players & Entities

• MGT Capital Investments, Inc. (company) — Filer of the 8-K report
• 0001001601 (company) — Central Index Key for MGT Capital Investments, Inc.
• 20250926 (date) — Filing date of the 8-K
• 20250925 (date) — Date as of which changes are reported

FAQ

Key Financial Figures

• $1,220,240 — ge the outstanding principal balance of $1,220,240 on a Secured Exchange Note originally i
• $1,620,240 — 024, in the initial principal amount of $1,620,240, with an interest rate of 8% per annum
• $56,000 — e or waive outstanding director fees of $56,000 owed as of December 31, 2024, in consid

Filing Documents

• form8-k.htm (8-K) — 54KB
• ex4-1.htm (EX-4.1) — 89KB
• ex10-1.htm (EX-10.1) — 39KB
• ex10-2.htm (EX-10.2) — 27KB
• ex10-2_001.jpg (GRAPHIC) — 14KB
• 0001493152-25-014993.txt ( ) — 417KB
• mgti-20250922.xsd (EX-101.SCH) — 3KB
• mgti-20250922_lab.xml (EX-101.LAB) — 33KB
• mgti-20250922_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. MGT Capital Investments, Inc. (the "Company") and Project Nickel LLC ("Project Nickel") have entered into a Secured Exchange Note Exchange Agreement dated September 22, 2024 (the "2025 Convertible Note Exchange Agreement"). 2025 Convertible Note Exchange Agreement and Issuance of New Secured Convertible Exchange Note Pursuant to the 2025 Convertible Note Exchange Agreement, Project Nickel agreed to exchange the outstanding principal balance of $1,220,240 on a Secured Exchange Note originally issued on November 1, 2024, in the initial principal amount of $1,620,240, with an interest rate of 8% per annum and a maturity date of December 31, 2024 (the "2024 Secured Convertible Note"), as disclosed in the Company's Current Report on Form 8-K filed with the SEC on November 4, 2024. In consideration for the exchange, Project Nickel received (i) a new Secured Convertible Promissory Note issued on September 22, 2025, in the principal amount of $1,220,240, with an interest rate of 8% per annum and a maturity date of December 31, 2027 (the "New Secured Exchange Note"), and (ii) 500,000,000 duly authorized, non-assessable, unregistered shares of the Company's common stock. Under the terms of the New Secured Exchange Note, in the event of default, interest shall accrue at the lesser of (i) 12% per annum or (ii) the maximum rate permitted by applicable law. Upon cure of the default, the interest rate shall revert to the original rate of 8% per annum. Additionally, an event of default may, at the holder's election, trigger an acceleration of the note's maturity, in which case 110% of the then-outstanding principal amount, together with all accrued and unpaid interest, shall become immediately due and payable. The foregoing descriptions of the 2025 Convertible Note Exchange Agreement and the New Secured Exchange Note are qualified in their entirety by reference to the full text of the respective documents. Copies of the

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information set forth in Item 1.01 above is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated herein by reference. On September 22, 2025, the Company issued to Project Nickel, an accredited investor, in private transactions not involving a public offering, (i) the New Secured Exchange Note in the principal amount of $1,220,240, and (ii) 500,000,000 shares of the Company's common stock, pursuant to the terms of the 2025 Convertible Note Exchange Agreement. These securities were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the transaction involved an exchange of securities exclusively with an existing security holder of the Company. Also on September 22, 2025, the Company issued 650,000,000 shares of common stock upon the conversion of 650,000 shares of Series D Preferred Stock held by Project Nickel. The converted shares represented all outstanding shares of Series D Preferred Stock of the Company. This issuance was likewise exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. On September 23, 2025, the Company issued 100,000,000 shares of common stock to its Interim Chief Executive Officer & Chief Financial Officer, Jonathan M. Pfohl, and an additional 100,000,000 shares to another employee of the Company who qualified as an accredited investor. These issuances were made pursuant to equity grants approved by the Company's Board of Directors and were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions not involving a public offering. Also on September 23, 3025, the Company issued 500,000,000 shares of common stock to its Director, Michael Onghai, pursuant to an Exchange Agreement (the "Exchange Agreement") under which Mr. Onghai agreed to exchange or waive outstanding director fees of $56,000 owed as of December 31, 2024, in consideration for the share issuance. This t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Secured Convertible Promissory Note dated September 22, 2025 10.1 10.2 Secured Exchange Note Exchange Agreement, dated September 22, 2025 Exchange Agreement with Director, dated September 23, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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: September 25, 2025 MGT CAPITAL INVESTMENTS, INC. By: /s/ Jonathan M. Pfohl Jonathan M. Pfohl Interim Chief Executive Officer & Chief Financial Officer

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View this 8-K filing on SEC EDGAR