MGTI / MGT Capital Investments, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

MGT Capital Investments, Inc.
US ˙ OTCPK

Grundläggande statistik
CIK 1001601
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to MGT Capital Investments, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
August 28, 2025 EX-3.1

EX-3.1

Exhibit 3.1

August 28, 2025 8-K

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 August 27, 2025 Date of Report (Date of earliest event reported) MGT Capital Invest

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 August 27, 2025 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) (Commi

July 28, 2025 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement MGT CAPITAL INVESTMENTS, INC. (Name

July 15, 2025 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement MGT CAPITAL INVESTMENTS, INC. (Name

July 1, 2025 8-K

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 25, 2025 Date of Report (Date of earliest event reported) MGT Capital Investme

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 25, 2025 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) (Commiss

July 1, 2025 EX-10.2

EX-10.2

Exhibit 10.2

June 27, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32698 MGT CAPITAL INVESTM

June 17, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32698 MGT CAPITAL INVESTMENTS,

June 5, 2025 EX-10.1

Employment Agreement, dated June 1 , 2025 between the Company and Jonathan Pfohl

EX-10.1 2 ex10-1.htm EX-10.1 Exhibit 10.1

June 5, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 1, 2025 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) (Commissi

May 19, 2025 EX-10.1

Purchase and Sale Agreement, dated May 13, 2025

Exhibit 10.1 PURCHASE AND SALE AGREEMENT by and between CSRE PROPERTIES, LLC, a Georgia limited liability company as purchaser, and MGT CAPTIAL INVESTMENTS, INC., a Delaware corporation as seller, for property located at: 2076 Foster Mill Drive, LaFayette, Georgia 30728 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is made and entered into as of May 13, 2025 by and between CSRE PROP

May 19, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 May 13, 2025 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) (Commissi

January 31, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32698 MGT CAPITAL INVESTMENTS

November 8, 2024 SC 13D

MGTI / MGT Capital Investments, Inc. / Project Nickel LLC Activist Investment

SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MGT Capital Investments, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 55302P202 (CUSIP Number) Grady D. Kittrell 1310 Cordova Road Fort Lauderdale, FL 33316 334-657-8327 (Name, Addres

November 8, 2024 EX-1

Joint Filing Agreement, dated November 8, 2024, by and among Project Nickel LLC, DAXvest LLC, and Grady Kittrell.

EX-1 2 ex-a.htm Exhibit A JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that

November 4, 2024 EX-3.1

Certificate of Designation of Series D Preferred Stock dated October 31, 2024

Exhibit 3.1

November 4, 2024 EX-10.2

Warrant Exchange and Extinguishment Agreement, dated November 1, 2024

Exhibit 10.2 WARRANT EXCHANGE AND EXTINGUISHMENT AGREEMENT This Warrant Exchange and Extinguishment Agreement (this “Agreement”) is entered into as of November 1, 2024, by and among PROJECT NICKEL LLC, a Delaware limited liability company (“Holder”), and MGT CAPITAL INVESTMENTS, INC., a Delaware corporation (“Company”). Capitalized terms used in this Agreement without definition shall have the mea

November 4, 2024 EX-4.1

Secured Exchange Note dated November 1, 2024

Exhibit 4.1 EXHIBIT A Form of Note NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY MAY BE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS

November 4, 2024 EX-10.3

Promissory Note Exchange Agreement, dated November 1, 2024

Exhibit 10.3 PROMISSORY NOTE EXCHANGE AGREEMENT This Promissory Note Exchange Agreement (this “Agreement”) is entered into as of November 1, 2024, by and among PROJECT NICKEL LLC, a Delaware limited liability company (“Lender”), and MGT CAPITAL INVESTMENTS, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them i

November 4, 2024 EX-4.2

Promissory Note dated November 1, 2024

Exhibit 4.2 EXHIBIT A Form of Note NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY MAY BE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS

November 4, 2024 EX-10.1

Convertible Note Exchange Agreement, dated November 1, 2024

Exhibit 10.1 CONVERTIBLE NOTE EXCHANGE AGREEMENT This Convertible Note Exchange Agreement (this “Agreement”) is entered into as of November 1, 2024, by and among PROJECT NICKEL LLC, a Delaware limited liability company (“Lender”), and MGT CAPITAL INVESTMENTS, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them

November 4, 2024 8-K

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 November 1, 2024 Date of Report (Date of earliest event reported) MGT Capital Inves

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 November 1, 2024 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) (Comm

October 25, 2024 SC 13D/A

MGTI / MGT Capital Investments, Inc. / MINERSET FARMS INC - AMENDMENT NO. 1 Activist Investment

SC 13D/A 1 y1024243sc13da1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* MGT Capital Investments, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 55302P202 (CUSIP Number) Elias Fernandez Sanchez 102 NE 103rd Street Miami, FL 33138 (

September 5, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of report (Date of earliest event reported): August 29, 2024 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2

June 27, 2024 8-K

Unregistered Sales of Equity Securities

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 Date of report (Date of earliest event reported): June 21, 2024 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 207

May 30, 2024 EX-99.3

Property Lease Agreement, dated March 16, 2023

EX-99.3 4 ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Property Lease Agreement This Property Lease Agreement (this “Agreement” or “Lease”), dated March 16, 2023 (“Effective Date”), is entered into between MGT Capital Investments, Inc., a Delaware corporation (“Landlord”), and Minerset Farms Inc., a Delaware corporation (“Tenant”), and together with Landlord, the “Parties,” and each, a “Party.” WHEREAS, L

May 30, 2024 EX-99.1

Joint Filing Agreement, dated May 30, 2024

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share (the “Common Stock”) of MGT Capital Investments, Inc., a Delawar

May 30, 2024 EX-99.4

Modifications to Property Lease and Partnership Agreements, dated November 27, 2023

EX-99.4 5 ex994.htm EXHIBIT 99.4 Exhibit 99.4 MODIFICATIONS TO PROPERTY LEASE and PARTNERSHIP AGREEMENTS This MODIFICATIONS TO PROPERTY LEASE and PARTNERSHIP AGREEMENTS (this “Modification”), dated November 27, 2023, is by and between MGT Capital Investments, Inc., a Delaware corporation (“Landlord”), Minerset Holdings LLC, a Delaware limited liability company (“Minerset”), and Minerset Farms Inc.

May 30, 2024 EX-99.2

Partnership Agreement, dated March 16, 2023

EX-99.2 3 ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Partnership Agreement This Partnership Agreement (this “Agreement”), dated March 16, 2023 (“Effective Date”), is entered into between MGT Capital Investments, Inc., a Delaware corporation (the “Company”), and Minerset Holdings LLC, a Delaware limited liability company (“Minerset”), and together with Company, the “Parties,” and each, a “Party.” WHEREAS

May 30, 2024 SC 13D

MGTI / MGT Capital Investments, Inc. / MINERSET FARMS INC Activist Investment

SC 13D 1 d5292412sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MGT Capital Investments, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 55302P202 (CUSIP Number) Elias Fernandez Sanchez 102 NE 103rd Street Miami, FL 33138 (646) 981-8999 (Name, Ad

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-32698 CUSIP NUMBER 55302P202 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

May 6, 2024 8-K

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 Date of report (Date of earliest event reported): April 30, 2024 MGT Capital Invest

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 Date of report (Date of earliest event reported): April 30, 2024 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 20

April 16, 2024 EX-19.1

Insider Trading Policy *

Exhibit 19.1 MGT CAPITAL INVESTMENTS, INC. INSIDER TRADING POLICY The Insider Trading and Securities Fraud Enforcement Act (the “Act”) authorizes the Securities and Exchange Commission (“SEC”) and the Justice Department to vigorously prosecute insider trading that is based on information acquired in the workplace and imposes substantial penalties on individuals for insider trading. In addition, th

April 16, 2024 EX-10.18

Original Issue Discount Note dated March 6, 2024*

Exhibit 10.18 ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE Issue date: March 6, 2024 Principal amount: $125,000 Purchase price: $75,000 FOR VALUE RECEIVED, MGT Capital Investments, Inc., a Delaware corporation (the “Borrower”) promises to pay to the order of Project Nickel LLC, a Delaware limited liability company (the “Lender”), the principal sum of One-Hundred Twenty-five Thousand Dollars (US $150,00

April 16, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-32698 MGT CAPITAL I

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-32698 CUSIP NUMBER 55302P202 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

February 29, 2024 8-K

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 Date of report (Date of earliest event reported): February 23, 2024 MGT Capital Inv

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 Date of report (Date of earliest event reported): February 23, 2024 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

February 1, 2024 8-K

Unregistered Sales of Equity Securities

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 Date of report (Date of earliest event reported): January 11, 2024 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

December 22, 2023 POS AM

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. File Nos. 333-182298 333-185214 333-207113 333-225589 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 4 to Registration Statement on Form S-3 (Registration No. 333-182298); Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (Registration No. 333-185214);

December 22, 2023 POS AM

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. File Nos. 333-258273 333-207873 333-177150 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 To Registration Statement on Form S-1 (Registration No. 333-258273); Post-Effective Amendment No. 3 To Registration Statement on Form S-1 (Registration No. 333-207873); and Post-E

December 22, 2023 POS AM

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. File Nos. 333-258273 333-207873 333-177150 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 To Registration Statement on Form S-1 (Registration No. 333-258273); Post-Effective Amendment No. 3 To Registration Statement on Form S-1 (Registration No. 333-207873); and Post-E

December 22, 2023 POS AM

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. File Nos. 333-182298 333-185214 333-207113 333-225589 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 4 to Registration Statement on Form S-3 (Registration No. 333-182298); Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (Registration No. 333-185214);

December 22, 2023 POS AM

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. File Nos. 333-182298 333-185214 333-207113 333-225589 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 4 to Registration Statement on Form S-3 (Registration No. 333-182298); Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (Registration No. 333-185214);

December 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. File Nos. 333-217663 333-194878 333-16441 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-217663); Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-194878); and Post-Ef

December 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. File Nos. 333-217663 333-194878 333-16441 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-217663); Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-194878); and Post-Ef

December 22, 2023 POS AM

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. File Nos. 333-258273 333-207873 333-177150 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 To Registration Statement on Form S-1 (Registration No. 333-258273); Post-Effective Amendment No. 3 To Registration Statement on Form S-1 (Registration No. 333-207873); and Post-E

December 22, 2023 S-8 POS

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. File Nos. 333-217663 333-194878 333-16441 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-217663); Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-194878); and Post-Ef

December 22, 2023 POS AM

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. File Nos. 333-182298 333-185214 333-207113 333-225589 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 4 to Registration Statement on Form S-3 (Registration No. 333-182298); Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (Registration No. 333-185214);

December 20, 2023 8-K

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 Date of report (Date of earliest event reported): December 18, 2023 MGT Capital Inv

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 Date of report (Date of earliest event reported): December 18, 2023 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

December 20, 2023 EX-4.1

Secured Convertible Promissory Note

Exhibit 4.1 EXHIBIT A Form of Note NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT

December 20, 2023 EX-10.1

Exchange Agreement*

Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is entered into as of December 19, 2023, by and among PROJECT NICKEL LLC, a Delaware limited liability company (“Lender”), and MGT CAPITAL INVESTMENTS, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (as defined below).

December 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32698 MGT CAPITAL INVESTM

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32698 MGT CAPITAL INVESTMENTS,

July 27, 2023 8-K

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 Date of report (Date of earliest event reported): July 21, 2023 (June 7, 2023) MGT

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 Date of report (Date of earliest event reported): July 21, 2023 (June 7, 2023) MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identifi

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32698 MGT CAPITAL INVESTMENTS

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-32698 MGT CAPITAL I

March 22, 2023 EX-10.1

Form of Lease Agreement with Minerset Holdings LLC Exhibit dated March 16, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 22, 2023).

Exhibit 10.1 Partnership Agreement This Partnership Agreement (this “Agreement”), dated March 16, 2023 (“Effective Date”), is entered into between MGT Capital Investments, Inc., a Delaware corporation (the “Company”), and Minerset Holdings LLC, a Delaware limited liability company (“Minerset”), and together with Company, the “Parties,” and each, a “Party.” WHEREAS, Company is interested in expandi

March 22, 2023 EX-10.2

Form of Property Lease Agreement with Minerset Farms dated March 16, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 22, 2023)

Exhibit 10.2 Property Lease Agreement This Property Lease Agreement (this “Agreement” or “Lease”), dated March 16, 2023 (“Effective Date”), is entered into between MGT Capital Investments, Inc., a Delaware corporation (“Landlord”), and Minerset Farms Inc., a Delaware corporation (“Tenant”), and together with Landlord, the “Parties,” and each, a “Party.” WHEREAS, Landlord is in the business of, amo

March 22, 2023 8-K

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 Date of report (Date of earliest event reported): March 16, 2023 MGT Capital Invest

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 Date of report (Date of earliest event reported): March 16, 2023 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 15

January 17, 2023 SC 13G

MGTI / MGT CAP INVTS INC / Bucktown Capital LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* MGT Capital Investments, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 55302P202 (CUSIP Number) January 17, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

January 17, 2023 SC 13G

MGTI / MGT CAP INVTS INC / Streeterville Capital LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* MGT Capital Investments, Inc. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 55302P202 (CUSIP Number) January 17, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32698 MGT CAPITAL INVESTM

September 14, 2022 EX-10.1

Securities Purchase Agreement, dated September 12, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on form 8-k filed September 14, 2022).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of September 12, 2022, by and between MGT Capital Investment, Inc., a Delaware corporation (the ?Company?), and each lender party that executes the signature page hereto as a purchaser (each, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions set

September 14, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): September 8, 2022 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

September 14, 2022 EX-99.2

BIT5IVE LLC and MGT Capital Announce Letter of Intent to Merge Combined Entity Would Become Significant Player in Bitcoin Mining Infrastructure * * * * * * MGT Issues $1.5 million in Convertible Notes

Exhibit 99.2 BIT5IVE LLC and MGT Capital Announce Letter of Intent to Merge Combined Entity Would Become Significant Player in Bitcoin Mining Infrastructure * * * * * * MGT Issues $1.5 million in Convertible Notes MIAMI, FL and RALEIGH, NC, September 14, 2022 ? MGT Capital Investments, Inc. (OTCQB: MGTI) today announced the execution of a non-binding letter of intent to merge with Bit5ive LLC in a

September 14, 2022 EX-4.1

Secured Convertible Promissory Note, dated September 12, 2022

Exhibit 4.1 EXHIBIT A Form of Note NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT

September 14, 2022 EX-4.2

Common Stock Purchase Warrant dated September 12 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed September 14, 2022).

Exhibit 4.2 EXHIBIT B Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFF

September 14, 2022 EX-99.1

Summary of Non Binding Terms

Exhibit 99.1 Summary of Non Binding Terms This preliminary, non-binding draft term sheet contains certain key terms of a possible merger involving MGT Capital Investments, Inc. (?MGT?) and Bit5ive LLC (?BIT5?). Neither this term sheet nor any action taken in connection with this term sheet shall create any legal or equitable duty or obligation by MGT or BIT5 to continue any discussions or negotiat

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32698 MGT CAPITAL INVESTMENTS,

August 12, 2022 EX-10.1

Securities Purchase Agreement dated August 5, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed with the SEC on August 12, 2022).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 5, 2022, between, MGT Capital Investments, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and co

August 12, 2022 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2022 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Id

August 11, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): August 5, 2022 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 15

August 11, 2022 EX-10.1

Securities Purchase Agreement dated August 5, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 11, 2022).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 5, 2022, between, MGT Capital Investments, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and co

August 11, 2022 EX-10.2

Form of Warrant issued by Company to Investor dated August 5, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8;K filed with the SEC on August 11, 2022).

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32698 MGT CAPITAL INVESTMENTS

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-32698 MGT CAPITAL I

January 25, 2022 8-K

Unregistered Sales of Equity Securities

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 Date of report (Date of earliest event reported): January 21, 2022 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32698 MGT CAPITAL INVESTM

October 4, 2021 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): September 30, 2021 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

October 4, 2021 EX-10.1

Exchange Agreement dated September 30, 2021, by and between MGT Capital Investments, Inc. and Bucktown Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 4, 2021).

Exhibit 10.1 THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED. Exchange Agreement This Exchange Agreement (this ?Agreement?) is executed as of September 30, 2021 by and between MGT Capital Investments, Inc., a Delaware corporation (?Borrower?), and Bucktown Capital, LLC, a Utah limited liability company, its

October 4, 2021 EX-10.2

Form of Warrant, issued by MGT Capital Investments, Inc. to Bucktown Capital LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October 4, 2021).

EXHIBIT 10.2 THIS WARRANT (AS DEFINED BELOW) IS ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) that certain CONVERTIBLE PROMISSORY NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $13,210,000.00 HAVING AN ORIGINAL ISSUANCE DATE OF MARCH 5, 2021. FOR PURPOSES OF RULE 144 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED, THIS WARRANT SHALL BE DEEMED TO HAVE BEEN ISSUED ON MARCH 5, 2021. NEI

September 17, 2021 8-K

Regulation FD Disclosure

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 Date of report (Date of earliest event reported): September 15, 2021 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

August 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32698 MGT CAPITAL INVESTMENTS,

August 17, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0058 Washington, D.

August 9, 2021 424B3

MGT Capital Investments, Inc. 35,385,704 Shares of common stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-258273 MGT Capital Investments, Inc. PROSPECTUS 35,385,704 Shares of common stock This prospectus relates to the sale of up to 35,385,704 shares of our common stock which may be offered by the selling stockholder, Streeterville Capital, LLC which we refer to as ?Streeterville.? The shares of common stock being offered by the selling stockholder

August 5, 2021 CORRESP

MGT CAPITAL INVESTMENTS, INC. 150 FAYETTEVILLE STREET, SUITE 1110 RALEIGH, NC 27601

MGT CAPITAL INVESTMENTS, INC. 150 FAYETTEVILLE STREET, SUITE 1110 RALEIGH, NC 27601 August 5, 2021 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D. C. 20549 Re: MGT Capital Investments, Inc. Registration Statement on Form S-1 File No. 333-258273 Ladies and Gentlemen: In accordance with Rule 461 promulgated pursuant to the Securities Act

August 4, 2021 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MGT CAPITAL INVESTMENTS, INC. (Exact name of registrant as specified in its char

S-1/A 1 form-s1a.htm As filed with the Securities and Exchange Commission on August 4, 2021 Registration No. 333-258273 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MGT CAPITAL INVESTMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 7374 13–4148725

July 29, 2021 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MGT CAPITAL INVESTMENTS, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on July [ ], 2021 Registration No.

July 27, 2021 EX-10.2

Form of Warrant, issued by MGT Capital Investments, Inc. to Streeterville Capital LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on July 27, 2021).

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

July 27, 2021 SC 13G

MGTI / MGT CAP INVTS INC / Streeterville Capital LLC - NONE Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* MGT Capital Investments, Inc. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 55302P202 (CUSIP Number) July 27, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

July 27, 2021 EX-10.1

Securities Purchase Agreement dated July 21, 2021, by and between MGT Capital Investments, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 27, 2021).

Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (this ?Agreement?), dated as of July 21, 2021, is entered into by and between MGT Capital Investments, Inc., a Delaware corporation (?Company?), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (?Investor?). A. Company and Investor are executing and delivering this Agreement

July 27, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): July 21, 2021 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 150

May 24, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10?Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001?32698 MGT CAPITAL INVESTM

May 17, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0058 Washington, D.

April 15, 2021 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10?K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-32698 MGT CAPIT

April 15, 2021 EX-10.5

Amendment to Employment Agreement, dated November 11, 2020, by and between MGT Capital Investments, Inc. and Robert Ladd (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed with the SEC on April 15, 2021).

Exhibit 10.5 AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Amendment?) dated November 11, 2020, is by and between MGT Capital Investments, Inc. (the ?Company?), and Robert Ladd (the ?Executive?). WHEREAS, the Company and the Executive are parties to that certain Amended and Restated Executive Employment

April 15, 2021 EX-21.1

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES OF MGT CAPITAL INVESTMENTS, INC. Name of subsidiary Jurisdiction of organization MGT Sweden AB Sweden

March 31, 2021 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0058 Washington, D.

March 8, 2021 EX-10.2

Convertible Promissory Note in favor of Bucktown Capital, LLC dated March 5, 2021

Exhibit 10.2 CONVERTIBLE PROMISSORY NOTE Effective Date: March 5, 2021 U.S. $13,210,000.00 FOR VALUE RECEIVED, MGT Capital Investments, Inc., a Delaware corporation (?Borrower?), promises to pay to Bucktown Capital, LLC, a Utah limited liability company, or its successors or assigns (?Lender?), $13,210,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twel

March 8, 2021 EX-10.3

Form of Investor Note in favor of the Company by Bucktown Capital, LLC

Exhibit 10.3 THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 6 BELOW. $1,000,000.00 State of Utah March 5, 2021 IN

March 8, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): March 5, 2021 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 150

March 8, 2021 EX-10.1

Securities Purchase Agreement dated March 5, 2021

Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (this ?Agreement?), dated as of March 5, 2021, is entered into by and between MGT Capital Investments, Inc., a Delaware corporation (?Company?), and Bucktown Capital, LLC, a Utah limited liability company, its successors and/or assigns (?Investor?). A. Company and Investor are executing and delivering this Agreement in r

February 24, 2021 8-K

Unregistered Sales of Equity Securities

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 Date of report (Date of earliest event reported): February 18, 2021 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

January 27, 2021 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–32698 MGT CAPITAL INV

January 12, 2021 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–32698 MGT CAPITAL INVESTME

January 12, 2021 EX-10.1

Separation Agreement, dated June 30, 2020, between Robert Lowrey and the Company*

EX-10.1 2 ex10-1.htm Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the “Separation Agreement”) dated June 30, 2020, is entered into between Robert Lowrey, an individual (the “Employee”) and MGT Capital Investments, Inc., a company incorporated under the laws of Delaware (the “Company”). Each of the parties named above may be referred to as a “Party” and colle

December 14, 2020 EX-10.2

Convertible Promissory Note in favor of Bucktown Capital, LLC dated December 8, 2020

Exhibit 10.2 CONVERTIBLE PROMISSORY NOTE Effective Date: December 8, 2020 U.S. $230,000.00 FOR VALUE RECEIVED, MGT Capital Investments, Inc., a Delaware corporation (“Borrower”), promises to pay to Bucktown Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $230,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twelve

December 14, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant -

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 Date of report (Date of earliest event reported): December 8, 2020 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

December 14, 2020 EX-10.1

Securities Purchase Agreement dated December 8, 2020

Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (this “Agreement”), dated as of December 8, 2020, is entered into by and between MGT Capital Investments, Inc., a Delaware corporation (“Company”), and Bucktown Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). A. Company and Investor are executing and delivering this Agreement i

August 17, 2020 NT 10-Q/A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0058 Washington, D.

August 14, 2020 NT 10-Q

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0058 Washington, D.

July 2, 2020 8-K

Unregistered Sales of Equity Securities

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 Date of report (Date of earliest event reported): June 30, 2020 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 150

June 30, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of report (Date of earliest event reported): June 30, 2020 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 150

June 25, 2020 POS AM

-

As filed with the U.S. Securities and Exchange Commission on June 25, 2020. Registration No. 333-231928 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MGT Capital Investments, Inc. (Exact name of registrant as specified in its charter) Delaware 6794 13-4148725 (State or other

June 10, 2020 EX-99.2

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER DERIVATIVE ACTIONS

Exhibit 99.2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK TYLER TOMCZAK, Derivatively on Behalf of MGT CAPITAL INVESTMENTS, INC., No. 19-8046 Plaintiff, v. Hon. Victor Marrero ROBERT B. LADD, ROBERT HOLMES and MICHAEL ONGHAI, Defendants, and MGT CAPITAL INVESTMENTS, INC., Nominal Defendant. No. 19-1700 ARTHUR AVILES, Derivatively on Behalf of MGT CAPITAL INVESTMENTS, INC., Plaintiff,

June 10, 2020 EX-99.1

Federal Stipulation.

Exhibit 99.1

June 10, 2020 8-K

Other Events, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): June 10, 2020 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 150

May 26, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of report (Date of earliest event reported): May 26, 2020 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 150

May 15, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): May 15, 2020 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 150

May 15, 2020 EX-99.1

MGT Capital Reports First Quarter Results Also, Important Disclosures Regarding May 11, 2020 Bitcoin Halving

Exhibit 99.1 MGT Capital Reports First Quarter Results Also, Important Disclosures Regarding May 11, 2020 Bitcoin Halving RALEIGH, NC, May 15, 2020 /PRNewswire/ — MGT Capital Investments, Inc. (OTCQB: MGTI) yesterday filed its Form 10-Q quarterly report with the Securities and Exchange Commission for the period ended March 31, 2020. The complete filing can be accessed via the Company’s website or

May 14, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–32698 MGT CAPITAL INVESTM

May 4, 2020 EX-99.1

MGT Capital Provides Legal Update

Exhibit 99.1 MGT Capital Provides Legal Update RALEIGH, NC, May 4, 2020 /PRNewswire/ — MGT Capital Investments, Inc. (OTCQB: MGTI) today provided the following legal update: SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF WESTCHESTER BOB THOMAS, derivatively on behalf of MGT CAPITAL INVESTMENTS, INC., Plaintiff, vs. ROBERT B. LADD, JOHN McAFEE, H. ROBERT HOLMES, MICHAEL ONGHAI, NOLAN BUSHNELL, RO

May 4, 2020 EX-99.2

Stipulation of Settlement and Compromise of the Derivative Actions

Exhibit 99.2

May 4, 2020 EX-99.4

Exhibit A to the Federal Stipulation

Exhibit 99.4

May 4, 2020 EX-99.3

NOTICE OF PROPOSED SETTLEMENT OF DERIVATIVE ACTION

Exhibit 99.3 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF WESTCHESTER BOB THOMAS, derivatively on behalf of MGT CAPITAL INVESTMENTS, INC., Plaintiff, vs. ROBERT B. LADD, JOHN McAFEE, H. ROBERT HOLMES, MICHAEL ONGHAI, NOLAN BUSHNELL, ROBERT S. LOWREY, BARRY C. HONIG, JOHN STETSON, MICHAEL BRAUSER, JOHN O’ROURKE III, and MARK GROUSSMAN, Defendants, and MGT CAPITAL INVESTMENTS, INC., Nominal Defe

May 4, 2020 8-K

Financial Statements and Exhibits, Other Events

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 Date of report (Date of earliest event reported): May 4, 2020 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 150 F

April 29, 2020 SC 13G/A

MGT / MGT Capital Investments, Inc. / Iliad Research & Trading, L.P. - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* MGT Capital Investments, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 55302P202 (CUSIP Number) Calendar Year 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate

March 30, 2020 EX-21.1

SUBSIDIARIES OF MGT CAPITAL INVESTMENTS, INC.

Exhibit 21.1 SUBSIDIARIES OF MGT CAPITAL INVESTMENTS, INC. Name of subsidiary Jurisdiction of organization MGT Sweden AB Sweden

March 30, 2020 EX-10.42

Fifth Amendment to the Promissory Note dated June 1, 2018, between MGT Capital Investments, Inc. and Iliad Research and Trading, L.P.*

Exhibit 10.42 AMENDMENT #5 TO PROMISSORY NOTE This Amendment #5 to Promissory Note (this “Amendment”) is entered into as of December 31, 2019, by and between Iliad Research and Trading, L.P., a Utah limited partnership (“Lender”), and MGT Capital Investments, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them

March 30, 2020 EX-4.3

Description of MGT Capital Investment, Inc.’s Securities (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K filed with the SEC on March 30, 2020).

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Unless the context requires otherwise, the words “we,” “us,” “our,” “our company,” “our business” “the Company” and “MGT” refer collectively to MGT Capital Investments, Inc., a Delaware corporation, and its subsidiaries. MGT Capital Investments, Inc., has common stock reg

March 30, 2020 10-K

MGT / MGT Capital Investments, Inc. 10-K - Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10–K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-32698 MGT CAPIT

March 18, 2020 8-K

Regulation FD Disclosure

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 Date of report (Date of earliest event reported): March 16, 2020 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 15

March 16, 2020 8-K

Unregistered Sales of Equity Securities

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 Date of report (Date of earliest event reported): March 16, 2020 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 15

February 3, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): February 3, 2020 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

February 3, 2020 EX-99.1

MGT Capital Provides Operating Update Phase I of Georgia Facility Fully Operational

MGT Capital Provides Operating Update Phase I of Georgia Facility Fully Operational RALEIGH, NC, February 3, 2020 /PRNewswire/ — MGT Capital Investments, Inc.

January 3, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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 Date of report (Date of earliest event reported): December 30, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

November 15, 2019 EX-99.1

MGT Capital Reports Third Quarter Results Company Management to Hold Investor Conference Call on November 19th

MGT Capital Reports Third Quarter Results Company Management to Hold Investor Conference Call on November 19th DURHAM, NC, November 15, 2019 /PRNewswire/ — MGT Capital Investments, Inc.

November 15, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): November 15, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

November 14, 2019 10-Q

MGT / MGT Capital Investments, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–32698 MGT CAPITAL INV

November 14, 2019 EX-10.2

Settlement Agreement, dated August 31, 2019, between MGT Capital Investments, Inc. and Deep South Mining, LLC*

SETTLEMENT AND TERMINATION AGREEMENT TO MANAGEMENT AGREEMENT This SETTLEMENT AND TERMINATION AGREEMENT TO MANAGEMENT AGREEMENT (this “Agreement”) dated August 31, 2019 (the “Effective Date”), is by and between MGT Capital Investments, Inc.

November 14, 2019 EX-10.1

Settlement Agreement, dated August 31, 2019, between MGT Capital Investments, Inc. and BDLM, LLC*

SETTLEMENT AND TERMINATION AGREEMENT TO MANAGEMENT AGREEMENT This SETTLEMENT AND TERMINATION AGREEMENT TO MANAGEMENT AGREEMENT (this “Agreement”) dated August 31, 2019 (the “Effective Date”), is by and between MGT Capital Investments, Inc.

November 6, 2019 8-K

Regulation FD Disclosure

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 Date of report (Date of earliest event reported): October 31, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

October 31, 2019 8-K

Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): October 29, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

October 31, 2019 EX-99.1

MGT Capital Provides Operating Update Purchases 320 Additional Bitmain Bitcoin Miners

MGT Capital Provides Operating Update Purchases 320 Additional Bitmain Bitcoin Miners DURHAM, NC, October 31, 2019 /PRNewswire/ — MGT Capital Investments, Inc.

October 28, 2019 8-K

Unregistered Sales of Equity Securities

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 Date of report (Date of earliest event reported): October 22, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

October 2, 2019 EX-99.1

MGT Capital Provides Operating Update Commences Bitcoin Mining in LaFayette, GA Facility

MGT Capital Provides Operating Update Commences Bitcoin Mining in LaFayette, GA Facility DURHAM, NC, October 2, 2019 /PRNewswire/ — MGT Capital Investments, Inc.

October 2, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): October 2, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 5

September 6, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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 Date of report (Date of earliest event reported): August 31, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 5

August 14, 2019 10-Q

MGT / MGT Capital Investments, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–32698 MGT CAPITAL INVESTME

August 6, 2019 8-K

Unregistered Sales of Equity Securities

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 Date of report (Date of earliest event reported): July 31, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512

July 18, 2019 EX-10.1

Purchase Agreement, dated July 15, 2019, by and between MGT Capital Investments, Inc. and Bitmaintech Pte. Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 18, 2019).

Purchase Agreements Contract No.: [BITT-PA-201906029-002] This Purchase Agreement (“this Agreement”) is concluded by the following parties based on full friendly negotiation: Party A (Seller): Bitmaintech Pte. Ltd., with its principal place of business at 8 Kallang Avenue, Aperia Tower 1, #09-03/04, Singapore, 339509. Party B (Purchaser): MGT Capital Investments, Inc., with its principal place of

July 18, 2019 EX-99.1

MGT Capital Orders 1,100 Next Generation Bitmain Miners

MGT Capital Orders 1,100 Next Generation Bitmain Miners DURHAM, NC, July 18, 2019 /PRNewswire/ — MGT Capital Investments, Inc.

July 18, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): May 29, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512

July 10, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): July 10, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512

July 10, 2019 EX-99.1

MGT Capital Provides Operating Update

MGT Capital Provides Operating Update DURHAM, NC, July 10, 2019 /PRNewswire/ - MGT Capital Investments, Inc.

June 26, 2019 424B3

MGT Capital Investments, Inc. 76,558,643 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-231928 MGT Capital Investments, Inc. 76,558,643 Shares of Common Stock This prospectus relates to the offer and resale of up to 76,558,643 shares of our common stock, par value $0.001 per share, by the selling stockholder identified on page 20. Such shares represent the shares that Oasis Capital, LLC (“Oasis Capital”) has agreed to pu

June 24, 2019 CORRESP

MGT / MGT Capital Investments, Inc. CORRESP - -

MGT Capital Investments, Inc. 512 S. Mangum Street, Suite 408 Durham, North Carolina 27701 June 24, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Washington, D.C. 20549 Attention: Jan Woo and Jeff Kauten Re: MGT Capital Investments, Inc. Registration Statement on Form S-1 (No. 333-231928) Ladies and Gentlemen: MGT Capital Investments, Inc. (the “C

June 19, 2019 S-1/A

MGT / MGT Capital Investments, Inc. S-1/A - -

As filed with the U.S. Securities and Exchange Commission on June 19 , 2019. Registration No. 333- 231928 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MGT Capital Investments, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation

June 19, 2019 CORRESP

MGT / MGT Capital Investments, Inc. CORRESP - -

June 19, 2019 VIA EDGAR, FACSIMILE AND ELECTRONIC MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services Mail Stop 3628 100 F Street, N.

June 3, 2019 S-1

MGT / MGT Capital Investments, Inc. S-1 - Registration Statement -

As filed with the U.S. Securities and Exchange Commission on June 3, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MGT Capital Investments, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 6794 (Primary Standard In

June 3, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): June 3, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512

June 3, 2019 EX-10.2

Registration Rights Agreement, dated June 3, 2019, between MGT Capital Investments, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 4, 2019).

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 3, 2019 (the “Execution Date”), is entered into by and between MGT CAPITAL INVESTMENTS, INC.

June 3, 2019 EX-10.1

Equity Purchase Agreement, dated June 3, 2019, between the Company and Oasis Capital, LLC.

EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 3, 2019 (the “Execution Date”), by and between MGT Capital Investments, Inc.

May 17, 2019 10-Q

MGT / MGT Capital Investments, Inc. 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–32698 MGT CAPITAL INVESTM

May 15, 2019 NT 10-Q

MGT / MGT Capital Investments, Inc. NT 10-Q

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.

May 14, 2019 EX-10.1

Agreement, effective as of May 1, 2019, by and among MGT Capital Investments, Inc., N 4th Street LLC, and Bit5ive LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 15, 2019)

EXECUTION VERSION This AGREEMENT (this “Agreement”), effective as of May 1, 2019 (the “Effective Date”) by and among MGT Capital Investments, Inc.

May 14, 2019 EX-99.1

MGT Capital Provides Operating Update

MGT Capital Provides Operating Update DURHAM, NC, May 14, 2019 /PRNewswire/ - MGT Capital Investments, Inc.

May 14, 2019 EX-10.2

Resignation and Release Agreement, dated May 13, 2019, by and between Stephen Schaeffer and MGT Capital Investments, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 15, 2019)

Execution Version RESIGNATION AND RELEASE AGREEMENT This resignation and release agreement (the “Agreement”) dated May 13, 2019, is entered into by and among Stephen Schaeffer, an individual (the “Employee”) and MGT Capital Investments, Inc.

May 14, 2019 8-K

Other Events, Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): May 10, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512

May 7, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of report (Date of earliest event reported): May 1, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512 S

April 22, 2019 10-K/A

MGT / MGT Capital Investments, Inc. (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10–K/A Amendment No. 1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 0

April 18, 2019 EX-10.1

Common Stock Purchase Agreement dated April 12, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 18, 2019).

[EXECUTION VERSION] PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of April 12, 2019, by and between MGT CAPITAL INVESTMENTS, INC.

April 18, 2019 EX-10.2

Preferred Stock Purchase Agreement dated April 12, 2019 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 18, 2019).

PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”), dated as of April 12, 2019, is entered into by and between MGT CAPITAL INVESTMENTS, INC.

April 18, 2019 8-K

Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported) April 18, 2019 (April 12, 2019) MGT Capital Investments, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32698 13-4148725 (State or other jurisdiction of incor

April 18, 2019 EX-10.3

Form of Preferred Stock Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on April 18, 2019).

PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”), dated as of April 15, 2019, is entered into by and between MGT CAPITAL INVESTMENTS, INC.

April 18, 2019 EX-3.1

Certificate of Designation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 18, 2019).

April 16, 2019 424B5

17,500,000 Shares of Common Stock 200 Shares of Series C Preferred Stock 100,000,000 Shares of Common Stock issuable upon conversion of Series C Preferred Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-225589 PROSPECTUS SUPPLEMENT (To Prospectus dated July 23, 2018) 17,500,000 Shares of Common Stock 200 Shares of Series C Preferred Stock 100,000,000 Shares of Common Stock issuable upon conversion of Series C Preferred Stock MGT Capital Investments, Inc. (the “Company”) is offering 17,500,000 shares of our common stock at an offering price of

April 16, 2019 EX-10.35

Second Amendment to the Promissory Note, dated as of December 10, 2018, by and between MGT Capital Investments, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K filed with the SEC on April 16, 2019).

AMENDMENT #2 TO PROMISSORY NOTE This Amendment #2 to Promissory Note (this “Amendment”) is entered into as of December 10, 2018, by and between Iliad Research and Trading, L.

April 16, 2019 10-K

MGT / MGT Capital Investments, Inc. (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10–K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-32698 MGT CAPIT

April 16, 2019 EX-10.37

Amendment to the Equity Purchase Agreement, dated as of November 30, 2018, by and between MGT Capital Investments, Inc. and L2 Capital, LLC. (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K filed with the SEC on April 16, 2019).

Exhibit 10.37 AMENDMENT TO EQUITY PURCHASE AGREEMENT This AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Amendment”), dated November , 2018, is by and between MGT Capital Investments, Inc., a Delaware corporation (the “Company”), and L2 Capital, LLC, a Kansas limited liability company (the “Investor”). WHEREAS, the Company and the Investor are parties to that certain Equity Purchase Agreement, date

April 16, 2019 EX-3.1

Restated Certificate of Incorporation of MGT Capital Investments, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on April 16, 2019).

RESTATED ARTICLES OF INCORPORATION OF MGT CAPITAL INVESTMENTS, INC. The following Restated Articles of Incorporation supersede the previous Articles of Incorporation and shall be the current Articles of Incorporation of the corporation: ARTICLE I Name The name of this corporation shall be MGT Capital Investments, Inc. (the “Corporation”). ARTICLE II Registered Agent and Office The Corporation’s Re

April 16, 2019 EX-21.1

Subsidiaries (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed with the SEC on April 16, 2019).

Exhibit 21.1 SUBSIDIARIES OF MGT CAPITAL INVESTMENTS, INC. Name of subsidiary Jurisdiction of organization MGT Sweden AB Sweden

April 15, 2019 SC 13G

MGT / MGT Capital Investments, Inc. / Iliad Research & Trading, L.P. - NONE Passive Investment

SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* MGT Capital Investments, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 55302P202 (CUSIP Number) April 15, 2019 (Date of Event Which Requires Filing of this Statement) Check the app

April 1, 2019 NT 10-K

MGT / MGT Capital Investments, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0058 Washington, D.

February 28, 2019 EX-3.1

Certificate of Amendment to the Restated Certificate of Incorporation of MGT Capital Investments, Inc.

Certificate of Amendment of Restated Certificate of Incorporation of MGT Capital Investments, Inc.

February 28, 2019 8-K

Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): February 27, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

February 4, 2019 DEF 14A

MGT / MGT Capital Investments, Inc. DEF 14A

DEF 14A 1 def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a–101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commissi

January 24, 2019 PRE 14A

MGT / MGT Capital Investments, Inc. PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a–101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

January 24, 2019 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): January 22, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

January 24, 2019 EX-10.1

Form of Rescission and Cancellation Agreement, dated January 22, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 24, 2019).

RECISSION AND CANCELLATION AGREEMENT This Rescission and Cancellation Agreement (this “Agreement”), dated as of January 22, 2019, is entered into by and between MGT Capital Investments, Inc.

January 14, 2019 EX-4.1

Certificate of Designation of 12% Series B Preferred Stock of MGT Capital Investments, Inc., filed with the Delaware Secretary of State on January 11, 2019 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on January 14, 2019).

CERTIFICATE OF DESIGNATION OF 12% SERIES B PREFERRED STOCK OF MGT CAPITAL INVESTMENTS, INC.

January 14, 2019 EX-10.1

Form of Securities Purchase Agreement, dated as of January 11, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 14, 2019).

SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of January 11, 2019 between MGT Capital Investments, Inc.

January 14, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): January 11, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

January 14, 2019 EX-10.2

Form of Promissory Note, dated January 11, 2019 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 14, 2019).

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS PROMISSORY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.

January 9, 2019 EX-99.1

MGT Capital Issues Yearend Letter to Shareholders Company has Moved all Miners to the United States

MGT Capital Issues Yearend Letter to Shareholders Company has Moved all Miners to the United States DURHAM, NC, January 9, 2019 /PRNewswire/ — MGT Capital Investments, Inc.

January 9, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): January 9, 2019 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 5

December 14, 2018 8-K

Entry into a Material Definitive Agreement

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 Date of report (Date of earliest event reported): December 10, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

December 3, 2018 424B2

Common Stock

Filed pursuant to Rule 424(b)(2) Registration Statement No. 333- 225589 AMENDMENT NO. 1 DATED DECEMBER 3, 2018 TO PROSPECTUS SUPPLEMENT DATED AUGUST 30, 2018 To Prospectus dated July 23, 2018 $50,000,000 Common Stock This amendment No. 1 to prospectus supplement amends the prospectus supplement dated August 30, 2018. This amendment to prospectus supplement should be read in conjunction with the pr

December 3, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): December 3, 2018 (November 30, 2018) MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer

November 19, 2018 EX-10.1

Employment agreement by and between the Company and Stephen Schaeffer dated August 15, 2017 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on November 19, 2018).

EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated August 15, 2017 (the “Effective Date”), is by and between MGT Capital Investments, Inc.

November 19, 2018 EX-10.2

First amendment to the employment agreement by and between the Company and Stephen Schaeffer dated February 1, 2018 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 19, 2018).

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) dated February 1, 2018, is by and between MGT Capital Investments, Inc.

November 19, 2018 10-Q

MGT / MGT Capital Investments, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–32698 MGT CAPITAL INV

November 19, 2018 EX-10.3

Second amendment to the employment agreement by and between the Company and Stephen Schaeffer dated July 11, 2018 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on November 19, 2018).

SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Second Amendment”) dated July 11, 2018, is by and between MGT Capital Investments, Inc.

November 14, 2018 NT 10-Q

MGT / MGT Capital Investments, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0058 Washington, D.

October 31, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of report (Date of earliest event reported): October 29, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

October 29, 2018 EX-10.1

Data Mining Facility Leasing Agreement, dated as of October 23, 2018, by and between MGT Capital Investments, Inc. and 3G Venture LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2018).

Exhibit 10.1 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. Data Mining Facility Leasing Agreement Party A: MGT Capital Investments, Inc. Attention: Stephen Schaeffer and Robert B. Ladd Address:. 512 S. Mangum St

October 29, 2018 EX-99.1

MGT Capital Enters into Agreement to Relocate Swedish Bitcoin Miners to Colorado

MGT Capital Enters into Agreement to Relocate Swedish Bitcoin Miners to Colorado DURHAM, NC, October 25, 2018 /PRNewswire/ — MGT Capital Investments, Inc.

October 29, 2018 8-K

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): October 23, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

September 28, 2018 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): September 24, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

September 28, 2018 EX-99.1

MGT Capital Issues Letter to Shareholders

MGT Capital Issues Letter to Shareholders DURHAM, NC, September 27, 2018 /PRNewswire/ — MGT Capital Investments, Inc.

September 12, 2018 EX-99.1

MGT Capital Announces Management Restructuring

MGT Capital Announces Management Restructuring DURHAM, NC, September 10, 2018 /PRNewswire/ — MGT Capital Investments, Inc.

September 12, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): September 10, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

September 10, 2018 EX-99.1

MGT Capital Comments on SEC News

MGT Capital Comments on SEC News DURHAM, NC, September 7, 2018 /PRNewswire/ - MGT Capital Investments, Inc.

September 10, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): September 7, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

August 30, 2018 EX-10.1

Equity Purchase Agreement dated as of August 30, 2018, by and between MGT Capital Investments, Inc. and L2 Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 30, 2018).

EXECUTION COPY EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 30, 2018 (the “Execution Date”), by and between MGT Capital Investments, Inc.

August 30, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): August 30, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 5

August 30, 2018 EX-10.2

Registration Rights Agreement by and between MGT Capital Investments, Inc. and L2 Capital, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on August 30, 2018).

EXECUTION COPY REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 30, 2018 (the “Execution Date”), by and between MGT CAPITAL INVESTMENTS, INC.

August 30, 2018 424B2

Common Stock

Filed pursuant to Rule 424(b)(2) Registration Statement No. 333- 225589 PROSPECTUS SUPPLEMENT To Prospectus dated July 23, 2018 $35,000,000 Common Stock We have entered into an equity purchase agreement(referred to as the “EPA”), dated August 30, 2018 with L2 Capital, LLC (“L2 Capital”) for the offer and sale of up to $35,000,000 of shares of our common stock, offered by this prospectus supplement

August 15, 2018 EX-99.3

MGT Capital Collaborates with Bit5ive to Produce 1-Megawatt Crypto Mining Pod

MGT Capital Collaborates with Bit5ive to Produce 1-Megawatt Crypto Mining Pod DURHAM, NC, August 14, 2018 /PRNewswire/ — MGT Capital Investments, Inc.

August 15, 2018 EX-99.1

MGT Capital Announces Second Quarter 2018 Financial Results Company Will Hold Investor Update Call at 8:30 AM EDT Today

MGT Capital Announces Second Quarter 2018 Financial Results Company Will Hold Investor Update Call at 8:30 AM EDT Today DURHAM, NC, August 15, 2018 /PRNewswire/ — MGT Capital Investments, Inc.

August 15, 2018 EX-99.2

MGT Capital to Hold Investor Update Call on Wednesday August 15, 2018

MGT Capital to Hold Investor Update Call on Wednesday August 15, 2018 DURHAM, NC, August 10, 2018 /PRNewswire/ — MGT Capital Investments, Inc.

August 15, 2018 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): August 10, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 5

August 14, 2018 10-Q

MGT / MGT Capital Investments, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001–32698 MGT CAPITAL INVESTME

August 9, 2018 CORRESP

MGT / MGT Capital Investments, Inc. CORRESP

MGT Capital Investments, Inc. 512 S. Mangum Street, Suite 408 Durham, NC 27701 August 9, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington, D.C. 20549 Attention: Michael Foland Re: MGT Capital Investments, Inc. Registration Statement on Form S-3 (File No. 333-225589) Dear Mr. Foland: The undersigned hereby respectfully requests that, pursuant

August 7, 2018 S-3/A

MGT / MGT Capital Investments, Inc. S-3/A

As filed with the Securities and Exchange Commission on August 7 , 2018 Registration No.

August 7, 2018 EX-1.1

Amended and Restated At-The-Market Offering Agreement between MGT Capital Investments, Inc. and Ascendiant Capital Markets, LLC*

Amended and Restated AT THE MARKET OFFERING AGREEMENT August 7 , 2018 Ascendiant Capital Markets, LLC 18881 Von Karman, Suite 1600 Irvine, California 92612 Ladies and Gentlemen: MGT Capital Investments, Inc.

July 26, 2018 SC 13D/A

MGT / MGT Capital Investments, Inc. / DIRENZO JOSEPH SR. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.4 to SCHEDULE 13D Under the Securities Exchange Act of 1934 MGT Capital Investments, Inc. (Name of issuer) Common Stock, Par Value $0.001 Per Share (Title of class of securities) 55302P202 (CUSIP number) Joseph DiRenzo, Sr. 152 Horseshoe Road Mill Neck, NY 11745 (Name, address and telephone number of person author

July 23, 2018 EX-4.4

Form of Unit Agreement*

MGT CAPITAL INVESTMENTS, INC. AND , AS UNIT AGENT FORM OF UNIT AGREEMENT DATED AS OF , 20 MGT CAPITAL INVESTMENTS, INC. FORM OF UNIT AGREEMENT THIS UNIT AGREEMENT (this “Agreement”), dated as of , 20, between MGT Capital Investments, Inc., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate tru

July 23, 2018 EX-4.2

Form of Warrant Agreement*

MGT CAPITAL INVESTMENTS, INC. FORM OF WARRANT AGREEMENT WARRANT AGREEMENT (this “Agreement”), dated as of [ ] between MGT CAPITAL INVESTMENTS, INC., a Delaware corporation (the “Company”) and [ ], a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “Warrant Agent”). WHEREAS, the Company propos

July 23, 2018 EX-4.3

Form of Rights Agreement*

FORM OF RIGHTS AGREEMENT This Rights Agreement (the “Agreement”), made and entered into as of this day of 20, by and between MGT Capital Investments, Inc.

July 23, 2018 S-3/A

MGT / MGT Capital Investments, Inc. S-3/A

As filed with the Securities and Exchange Commission on July 23 , 2018 Registration No.

July 23, 2018 EX-1.1

At-The-Market Offering Agreement between MGT Capital Investments, Inc. and Ascendiant Capital Markets, LLC*

AT THE MARKET OFFERING AGREEMENT July 23, 2018 Ascendiant Capital Markets, LLC 18881 Von Karman, Suite 1600 Irvine, California 92612 Ladies and Gentlemen: MGT Capital Investments, Inc.

July 17, 2018 EX-99.1

MGT Capital Names Stephen Schaeffer Chief Operating Officer

MGT Capital Names Stephen Schaeffer Chief Operating Officer DURHAM, NC, July 17, 2018 /PRNewswire/ — MGT Capital Investments, Inc.

July 17, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): July 11, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512

June 13, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): June 13, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512

June 13, 2018 EX-99.1

MGT Capital Files $150 Million Universal Shelf Registration Statement Company Also Applies for NASDAQ Listing

MGT Capital Files $150 Million Universal Shelf Registration Statement Company Also Applies for NASDAQ Listing DURHAM, NC, June 13, 2018 /PRNewswire/ - - MGT Capital Investments, Inc.

June 13, 2018 S-3

Power of Attorney authorizing signature (contained on the signature page of the initial Registration Statement)

As filed with the Securities and Exchange Commission on June 12, 2018 Registration No.

June 13, 2018 EX-4.1

Form of Indenture**

EXHIBIT 4.1 MGT CAPITAL INVESTMENTS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20[ ] Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certific

June 13, 2018 EX-1.1

Form of At-The-Market Offering Agreement between MGT Capital Investments, Inc. and Ascendiant Capital Markets, LLC***

AT THE MARKET OFFERING AGREEMENT , 2018 Ascendiant Capital Markets, LLC 18881 Von Karman, Suite 1600 Irvine, California 92612 Ladies and Gentlemen: MGT Capital Investments, Inc.

June 7, 2018 EX-10.2

Promissory Note, dated as of June 1, 2018 by MGT Capital Investments, Inc., in favor of Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 7, 2018).

PROMISSORY NOTE U.S. $3,600,000.00 June 1, 2018 FOR VALUE RECEIVED, MGT Capital Investments, Inc., a Delaware corporation (“Borrower”), promises to pay in lawful money of the United States of America to the order of Iliad Research and Trading, L.P., a Utah limited partnership, or its successors or assigns (“Lender”), the principal sum of $3,600,000.00, together with all other amounts due under thi

June 7, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): June 1, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512

June 7, 2018 EX-99.1

MGT Capital Announces $3.7 Million in Non-Dilutive Expansion Capital Company Also Updates on Substantial Progress in Sweden

MGT Capital Announces $3.7 Million in Non-Dilutive Expansion Capital Company Also Updates on Substantial Progress in Sweden DURHAM, NC, June 7, 2018 /PRNewswire/ - MGT Capital Investments, Inc. (OTCQB: MGTI) announced that it has received net proceeds of $3.7 million in debt financing as it moves to expand its Bitcoin mining operations. The debt is in the form of unsecured promissory notes which h

June 7, 2018 EX-10.1

Note Purchase Agreement, dated as of June 1, 2018, by and between MGT Capital Investments, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 7, 2018).

Note Purchase Agreement This Note Purchase Agreement (this “Agreement”), dated as of June 1, 2018, is entered into by and between MGT Capital Investments, Inc.

May 31, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of report (Date of earliest event reported): May 31, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512

May 25, 2018 EX-10.1

Securities Purchase Agreement, dated as of May 23, 2018, by and among MGT Capital Investments, Inc. and Gemini Special Opportunities Fund, LP and Black Mountain Equities, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 25, 2018).

SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the May 23, 2018 by and between MGT Capital Investments, Inc.

May 25, 2018 EX-10.3

Promissory Note in favor of Black Mountain Equities, Inc. dated May 23, 2018 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on May 25, 2018).

EX-10.3 4 ex10-3.htm NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS PROMISSORY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEP

May 25, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): May 23, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512

May 25, 2018 EX-10.2

Promissory Note in favor of Gemini Special Opportunities Fund, LP dated May 23, 2018 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 25, 2018).

EX-10.2 3 ex10-2.htm NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS PROMISSORY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEP

May 10, 2018 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): May 10, 2018 MGT Capital Investments, Inc. Delaware 001-32698 13-4148725 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 512

May 10, 2018 EX-99.1

MGT Capital Announces First Quarter 2018 Financial Results Company Will Hold Investor Update Call on Thursday May 17, 2018

EX-99.1 2 ex99-1.htm MGT Capital Announces First Quarter 2018 Financial Results Company Will Hold Investor Update Call on Thursday May 17, 2018 DURHAM, NC, May 10, 2018 /PRNewswire/ — MGT Capital Investments, Inc. (OTCQB: MGTI) announced the filing of its quarterly report on Form 10-Q for the period ended March 31, 2018 with the Securities and Exchange Commission yesterday. The entire document can

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