false --12-31 Q3 0001001601 0001001601 2024-01-01 2024-09-30 0001001601 2025-06-27 0001001601 2024-09-30 0001001601 2023-12-31 0001001601 us-gaap:NonrelatedPartyMember 2024-09-30 0001001601 us-gaap:NonrelatedPartyMember 2023-12-31 0001001601 us-gaap:RelatedPartyMember 2024-09-30 0001001601 us-gaap:RelatedPartyMember 2023-12-31 0001001601 MGTI:UndesignatedPreferredStockMember 2024-09-30 0001001601 MGTI:UndesignatedPreferredStockMember 2023-12-31 0001001601 us-gaap:SeriesBPreferredStockMember 2024-09-30 0001001601 us-gaap:SeriesBPreferredStockMember 2023-12-31 0001001601 us-gaap:SeriesCPreferredStockMember 2024-09-30 0001001601 us-gaap:SeriesCPreferredStockMember 2023-12-31 0001001601 MGTI:SeriesCConvertiblePreferredStockMember 2024-09-30 0001001601 MGTI:SeriesCConvertiblePreferredStockMember 2023-12-31 0001001601 2024-07-01 2024-09-30 0001001601 2023-07-01 2023-09-30 0001001601 2023-01-01 2023-09-30 0001001601 MGTI:BitcoinMiningMember 2024-07-01 2024-09-30 0001001601 MGTI:BitcoinMiningMember 2023-07-01 2023-09-30 0001001601 MGTI:BitcoinMiningMember 2024-01-01 2024-09-30 0001001601 MGTI:BitcoinMiningMember 2023-01-01 2023-09-30 0001001601 MGTI:HostingServicesMember 2024-07-01 2024-09-30 0001001601 MGTI:HostingServicesMember 2023-07-01 2023-09-30 0001001601 MGTI:HostingServicesMember 2024-01-01 2024-09-30 0001001601 MGTI:HostingServicesMember 2023-01-01 2023-09-30 0001001601 us-gaap:PreferredStockMember 2022-12-31 0001001601 us-gaap:CommonStockMember 2022-12-31 0001001601 MGTI:CommonStockToBeIssuedMember 2022-12-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001001601 us-gaap:RetainedEarningsMember 2022-12-31 0001001601 2022-12-31 0001001601 us-gaap:PreferredStockMember 2023-03-31 0001001601 us-gaap:CommonStockMember 2023-03-31 0001001601 MGTI:CommonStockToBeIssuedMember 2023-03-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001001601 us-gaap:RetainedEarningsMember 2023-03-31 0001001601 2023-03-31 0001001601 us-gaap:PreferredStockMember 2023-06-30 0001001601 us-gaap:CommonStockMember 2023-06-30 0001001601 MGTI:CommonStockToBeIssuedMember 2023-06-30 0001001601 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001001601 us-gaap:RetainedEarningsMember 2023-06-30 0001001601 2023-06-30 0001001601 us-gaap:PreferredStockMember 2023-12-31 0001001601 us-gaap:CommonStockMember 2023-12-31 0001001601 MGTI:CommonStockToBeIssuedMember 2023-12-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001001601 us-gaap:RetainedEarningsMember 2023-12-31 0001001601 us-gaap:PreferredStockMember 2024-03-31 0001001601 us-gaap:CommonStockMember 2024-03-31 0001001601 MGTI:CommonStockToBeIssuedMember 2024-03-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001001601 us-gaap:RetainedEarningsMember 2024-03-31 0001001601 2024-03-31 0001001601 us-gaap:PreferredStockMember 2024-06-30 0001001601 us-gaap:CommonStockMember 2024-06-30 0001001601 MGTI:CommonStockToBeIssuedMember 2024-06-30 0001001601 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001001601 us-gaap:RetainedEarningsMember 2024-06-30 0001001601 2024-06-30 0001001601 us-gaap:PreferredStockMember 2023-01-01 2023-03-31 0001001601 us-gaap:CommonStockMember 2023-01-01 2023-03-31 0001001601 MGTI:CommonStockToBeIssuedMember 2023-01-01 2023-03-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001001601 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001001601 2023-01-01 2023-03-31 0001001601 us-gaap:PreferredStockMember 2023-04-01 2023-06-30 0001001601 us-gaap:CommonStockMember 2023-04-01 2023-06-30 0001001601 MGTI:CommonStockToBeIssuedMember 2023-04-01 2023-06-30 0001001601 us-gaap:AdditionalPaidInCapitalMember 2023-04-01 2023-06-30 0001001601 us-gaap:RetainedEarningsMember 2023-04-01 2023-06-30 0001001601 2023-04-01 2023-06-30 0001001601 us-gaap:PreferredStockMember 2023-07-01 2023-09-30 0001001601 us-gaap:CommonStockMember 2023-07-01 2023-09-30 0001001601 MGTI:CommonStockToBeIssuedMember 2023-07-01 2023-09-30 0001001601 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2023-09-30 0001001601 us-gaap:RetainedEarningsMember 2023-07-01 2023-09-30 0001001601 us-gaap:PreferredStockMember 2024-01-01 2024-03-31 0001001601 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001001601 MGTI:CommonStockToBeIssuedMember 2024-01-01 2024-03-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001001601 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001001601 2024-01-01 2024-03-31 0001001601 us-gaap:PreferredStockMember 2024-04-01 2024-06-30 0001001601 us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001001601 MGTI:CommonStockToBeIssuedMember 2024-04-01 2024-06-30 0001001601 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-06-30 0001001601 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001001601 2024-04-01 2024-06-30 0001001601 us-gaap:PreferredStockMember 2024-07-01 2024-09-30 0001001601 us-gaap:CommonStockMember 2024-07-01 2024-09-30 0001001601 MGTI:CommonStockToBeIssuedMember 2024-07-01 2024-09-30 0001001601 us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2024-09-30 0001001601 us-gaap:RetainedEarningsMember 2024-07-01 2024-09-30 0001001601 us-gaap:PreferredStockMember 2023-09-30 0001001601 us-gaap:CommonStockMember 2023-09-30 0001001601 MGTI:CommonStockToBeIssuedMember 2023-09-30 0001001601 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001001601 us-gaap:RetainedEarningsMember 2023-09-30 0001001601 2023-09-30 0001001601 us-gaap:PreferredStockMember 2024-09-30 0001001601 us-gaap:CommonStockMember 2024-09-30 0001001601 MGTI:CommonStockToBeIssuedMember 2024-09-30 0001001601 us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0001001601 us-gaap:RetainedEarningsMember 2024-09-30 0001001601 srt:MaximumMember 2024-09-30 0001001601 MGTI:HostingMinersMember 2024-07-01 2024-09-30 0001001601 MGTI:HostingMinersMember 2024-01-01 2024-09-30 0001001601 MGTI:HostingMinersMember 2023-07-01 2023-09-30 0001001601 MGTI:HostingMinersMember 2023-01-01 2023-09-30 0001001601 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember MGTI:OneCustomersMember 2024-07-01 2024-09-30 0001001601 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember MGTI:ThreeCustomersMember 2024-01-01 2024-09-30 0001001601 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember MGTI:TwoCustomersMember 2023-07-01 2023-09-30 0001001601 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember MGTI:TwoCustomersMember 2023-01-01 2023-09-30 0001001601 us-gaap:WarrantMember 2024-07-01 2024-09-30 0001001601 us-gaap:ConvertibleNotesPayableMember 2024-07-01 2024-09-30 0001001601 us-gaap:WarrantMember 2023-07-01 2023-09-30 0001001601 us-gaap:WarrantMember 2023-01-01 2023-09-30 0001001601 us-gaap:ConvertibleNotesPayableMember 2023-07-01 2023-09-30 0001001601 us-gaap:ConvertibleNotesPayableMember 2023-01-01 2023-09-30 0001001601 2023-01-01 2023-12-31 0001001601 us-gaap:LandMember 2024-09-30 0001001601 us-gaap:LandMember 2023-12-31 0001001601 us-gaap:ComputerEquipmentMember 2024-09-30 0001001601 us-gaap:ComputerEquipmentMember 2023-12-31 0001001601 MGTI:BitcoinMiningMachinesMember 2024-09-30 0001001601 MGTI:BitcoinMiningMachinesMember 2023-12-31 0001001601 MGTI:InfrastructuresMember 2024-09-30 0001001601 MGTI:InfrastructuresMember 2023-12-31 0001001601 us-gaap:ContainersMember 2024-09-30 0001001601 us-gaap:ContainersMember 2023-12-31 0001001601 MGTI:SeptemberTwoThousandTwentyTwoNoteMember 2022-09-12 2022-09-12 0001001601 MGTI:SeptemberTwoThousandTwentyTwoNoteMember 2022-09-12 0001001601 MGTI:SeptemberTwoThousandTwentyTwoNoteMember 2023-07-01 2023-09-30 0001001601 MGTI:SeptemberTwoThousandTwentyTwoNoteMember 2023-01-01 2023-09-30 0001001601 MGTI:DecemberTwoThousandTwentyThreeNoteMember 2023-12-18 2023-12-19 0001001601 MGTI:DecemberTwoThousandTwentyThreeNoteMember 2023-12-19 0001001601 MGTI:DecemberTwoThousandTwentyThreeNoteMember 2023-01-01 2023-12-31 0001001601 MGTI:DecemberTwoThousandTwentyThreeNoteMember 2024-07-01 2024-09-30 0001001601 MGTI:DecemberTwoThousandTwentyThreeNoteMember 2024-01-01 2024-09-30 0001001601 us-gaap:WarrantMember 2023-12-18 2023-12-19 0001001601 MGTI:SeriesXWarrantMember 2023-12-18 2023-12-19 0001001601 MGTI:SeriesYWarrantMember 2023-12-18 2023-12-19 0001001601 MGTI:SeriesZWarrantMember 2023-12-18 2023-12-19 0001001601 MGTI:WarrantDerivativeLiabilitiesMember us-gaap:MeasurementInputSharePriceMember 2024-09-30 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputExercisePriceMember srt:MinimumMember 2024-09-30 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputExercisePriceMember srt:MaximumMember 2024-09-30 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputExpectedTermMember srt:MinimumMember 2024-01-01 2024-09-30 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputExpectedTermMember srt:MaximumMember 2024-01-01 2024-09-30 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-09-30 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2024-09-30 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2024-09-30 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputPriceVolatilityMember srt:MinimumMember 2024-09-30 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputPriceVolatilityMember srt:MaximumMember 2024-09-30 0001001601 us-gaap:MeasurementInputSharePriceMember us-gaap:WarrantMember 2024-09-30 0001001601 us-gaap:MeasurementInputSharePriceMember us-gaap:WarrantMember srt:MinimumMember 2024-09-30 0001001601 us-gaap:MeasurementInputSharePriceMember us-gaap:WarrantMember srt:MaximumMember 2024-09-30 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputExpectedTermMember 2024-01-01 2024-09-30 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-09-30 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-09-30 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputPriceVolatilityMember 2024-09-30 0001001601 MGTI:WarrantDerivativeLiabilitiesMember us-gaap:MeasurementInputSharePriceMember 2023-12-31 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputExercisePriceMember srt:MinimumMember 2023-12-31 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputExercisePriceMember srt:MaximumMember 2023-12-31 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputExpectedTermMember srt:MinimumMember 2023-01-01 2023-12-31 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputExpectedTermMember srt:MaximumMember 2023-01-01 2023-12-31 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputExpectedDividendRateMember 2023-12-31 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2023-12-31 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2023-12-31 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputPriceVolatilityMember srt:MinimumMember 2023-12-31 0001001601 MGTI:WarrantDerivativeLiabilitiesOtherThanWarrantsMember us-gaap:MeasurementInputPriceVolatilityMember srt:MaximumMember 2023-12-31 0001001601 us-gaap:MeasurementInputSharePriceMember us-gaap:WarrantMember 2023-12-31 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputExpectedTermMember 2023-01-01 2023-12-31 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputExpectedDividendRateMember 2023-12-31 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-12-31 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputPriceVolatilityMember 2023-12-31 0001001601 MGTI:MonteCarloSimulationMember 2024-09-30 0001001601 MGTI:MonteCarloSimulationMember 2023-12-31 0001001601 MGTI:MonteCarloSimulationMember us-gaap:MeasurementInputExpectedTermMember 2024-01-01 2024-09-30 0001001601 MGTI:MonteCarloSimulationMember us-gaap:MeasurementInputExpectedTermMember 2023-01-01 2023-12-31 0001001601 MGTI:MonteCarloSimulationMember us-gaap:MeasurementInputOptionVolatilityMember 2024-09-30 0001001601 MGTI:MonteCarloSimulationMember us-gaap:MeasurementInputOptionVolatilityMember 2023-12-31 0001001601 MGTI:MonteCarloSimulationMember MGTI:MeasurementInputAnnualExpectedReturnMember 2024-09-30 0001001601 MGTI:MonteCarloSimulationMember MGTI:MeasurementInputAnnualExpectedReturnMember 2023-12-31 0001001601 MGTI:MonteCarloSimulationMember us-gaap:MeasurementInputDiscountRateMember 2024-09-30 0001001601 MGTI:MonteCarloSimulationMember us-gaap:MeasurementInputDiscountRateMember 2023-12-31 0001001601 MGTI:MonteCarloSimulationMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-09-30 0001001601 MGTI:MonteCarloSimulationMember us-gaap:MeasurementInputExpectedDividendRateMember 2023-12-31 0001001601 us-gaap:FairValueInputsLevel1Member 2024-09-30 0001001601 us-gaap:FairValueInputsLevel2Member 2024-09-30 0001001601 us-gaap:FairValueInputsLevel3Member 2024-09-30 0001001601 us-gaap:FairValueInputsLevel1Member 2023-12-31 0001001601 us-gaap:FairValueInputsLevel2Member 2023-12-31 0001001601 us-gaap:FairValueInputsLevel3Member 2023-12-31 0001001601 us-gaap:LoansPayableMember 2023-11-20 0001001601 us-gaap:LoansPayableMember 2023-11-19 2023-11-20 0001001601 us-gaap:LoansPayableMember 2024-03-06 0001001601 us-gaap:LoansPayableMember 2024-03-06 2024-03-06 0001001601 us-gaap:LoansPayableMember 2024-04-30 0001001601 us-gaap:LoansPayableMember 2023-12-31 0001001601 us-gaap:LoansPayableMember 2024-04-30 2024-04-30 0001001601 us-gaap:LoansPayableMember 2024-07-01 2024-09-30 0001001601 us-gaap:LoansPayableMember 2024-01-01 2024-09-30 0001001601 us-gaap:RelatedPartyMember 2023-08-01 0001001601 us-gaap:RelatedPartyMember 2024-07-01 2024-09-30 0001001601 us-gaap:RelatedPartyMember 2024-01-01 2024-09-30 0001001601 MGTI:DecemberTwoThousandTwentyThreeNoteMember us-gaap:CommonStockMember 2024-07-01 2024-09-30 0001001601 MGTI:DecemberTwoThousandTwentyThreeNoteMember us-gaap:CommonStockMember 2024-01-01 2024-09-30 0001001601 us-gaap:CommonStockMember 2024-01-01 2024-09-30 0001001601 us-gaap:CommonStockMember 2024-06-21 2024-06-21 0001001601 us-gaap:WarrantMember 2024-06-21 2024-06-21 0001001601 2022-08-04 2022-08-05 0001001601 2022-08-05 0001001601 MGTI:YearOneMember 2022-08-05 0001001601 MGTI:YearTwoMember 2022-08-05 0001001601 MGTI:YearThreeMember 2022-08-05 0001001601 MGTI:XYAndZWarrantsMember 2024-07-01 2024-09-30 0001001601 MGTI:XYAndZWarrantsMember 2024-01-01 2024-09-30 0001001601 us-gaap:WarrantMember 2024-01-01 2024-09-30 0001001601 us-gaap:WarrantMember srt:MinimumMember 2024-09-30 0001001601 us-gaap:WarrantMember srt:MaximumMember 2024-09-30 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputExercisePriceMember srt:MinimumMember 2024-09-30 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputExercisePriceMember srt:MaximumMember 2024-09-30 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputExpectedTermMember srt:MinimumMember 2024-09-30 0001001601 us-gaap:WarrantMember us-gaap:MeasurementInputExpectedTermMember srt:MaximumMember 2024-09-30 0001001601 us-gaap:WarrantMember srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-09-30 0001001601 us-gaap:WarrantMember srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-09-30 0001001601 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:WarrantMember srt:MinimumMember 2024-09-30 0001001601 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:WarrantMember srt:MaximumMember 2024-09-30 0001001601 us-gaap:WarrantMember 2022-12-31 0001001601 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001001601 us-gaap:WarrantMember 2023-01-01 2023-12-31 0001001601 us-gaap:WarrantMember 2023-12-31 0001001601 us-gaap:WarrantMember 2024-01-01 2024-03-31 0001001601 us-gaap:WarrantMember 2024-03-31 0001001601 us-gaap:WarrantMember 2024-04-01 2024-06-30 0001001601 us-gaap:WarrantMember 2024-06-30 0001001601 us-gaap:WarrantMember 2024-07-01 2024-09-30 0001001601 us-gaap:WarrantMember 2024-09-30 0001001601 us-gaap:WarrantMember MGTI:ResultOfPartialConversionOfConvertibleDebtMember 2024-01-01 2024-09-30 0001001601 us-gaap:WarrantMember MGTI:ResultOfAdjustmentToNumberOfXYAndZWarrantsMember 2024-01-01 2024-09-30 0001001601 MGTI:PartnershipAgreementMember 2023-03-16 2023-03-16 0001001601 MGTI:PartnershipAgreementMember 2023-03-16 0001001601 2023-04-01 2023-04-01 0001001601 MGTI:FourHundredOneKPlanMember srt:MaximumMember 2024-01-01 2024-09-30 0001001601 MGTI:FourHundredOneKPlanMember 2024-07-01 2024-09-30 0001001601 MGTI:FourHundredOneKPlanMember 2024-01-01 2024-09-30 0001001601 MGTI:FourHundredOneKPlanMember 2023-07-01 2023-09-30 0001001601 MGTI:FourHundredOneKPlanMember 2023-01-01 2023-09-30 0001001601 us-gaap:RelatedPartyMember 2024-06-30 0001001601 MGTI:ConvertibleNoteExchangeAgreementMember MGTI:SecuredConvertiblePromissoryNoteMember us-gaap:SubsequentEventMember 2024-11-01 2024-11-01 0001001601 MGTI:ConvertibleNoteExchangeAgreementMember MGTI:SecuredConvertiblePromissoryNoteMember us-gaap:SubsequentEventMember 2024-11-01 0001001601 MGTI:ConvertibleNoteExchangeAgreementMember MGTI:NewSecuredExchangeNoteMember us-gaap:SubsequentEventMember 2024-11-01 2024-11-01 0001001601 MGTI:ConvertibleNoteExchangeAgreementMember MGTI:NewSecuredExchangeNoteMember us-gaap:SubsequentEventMember 2024-11-01 0001001601 MGTI:WarrantExchangeAndExtinguishmentAgreementMember us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2024-11-01 0001001601 MGTI:WarrantExchangeAndExtinguishmentAgreementMember us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2024-11-01 2024-11-01 0001001601 MGTI:WarrantExchangeAndExtinguishmentAgreementMember us-gaap:SubsequentEventMember us-gaap:SeriesDPreferredStockMember 2024-11-01 2024-11-01 0001001601 MGTI:WarrantExchangeAndExtinguishmentAgreementMember us-gaap:SubsequentEventMember us-gaap:SeriesDPreferredStockMember 2024-11-01 0001001601 MGTI:PromissoryNoteExchangeAgreementMember MGTI:NewPromissoryNoteMember 2023-11-20 0001001601 MGTI:PromissoryNoteExchangeAgreementMember MGTI:NewPromissoryNoteMember 2024-03-06 0001001601 MGTI:PromissoryNoteExchangeAgreementMember MGTI:NewPromissoryNoteMember 2024-04-30 0001001601 MGTI:PromissoryNoteExchangeAgreementMember MGTI:ExistingPromissoryNoteMember us-gaap:SubsequentEventMember 2024-11-01 2024-11-01 0001001601 MGTI:PromissoryNoteExchangeAgreementMember MGTI:NewPromissoryNoteMember us-gaap:SubsequentEventMember 2024-11-01 0001001601 MGTI:PromissoryNoteExchangeAgreementMember MGTI:NewPromissoryNoteMember us-gaap:SubsequentEventMember 2024-11-01 2024-11-01 0001001601 MGTI:ConvertibleNoteExchangeAgreementAndWarrantExchangeAndExtinguishmentAgreementMember us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2024-11-01 2024-11-01 0001001601 MGTI:ConvertibleNoteExchangeAgreementAndWarrantExchangeAndExtinguishmentAgreementMember us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2024-11-01 0001001601 MGTI:ConvertibleNoteExchangeAgreementAndWarrantExchangeAndExtinguishmentAgreementMember us-gaap:SubsequentEventMember us-gaap:SeriesDPreferredStockMember 2024-11-01 0001001601 MGTI:ConvertibleNoteExchangeAgreementAndWarrantExchangeAndExtinguishmentAgreementMember us-gaap:SubsequentEventMember MGTI:NickelLLCMember 2024-11-01 0001001601 MGTI:ConvertibleNoteExchangeAgreementAndWarrantExchangeAndExtinguishmentAgreementMember us-gaap:SubsequentEventMember MGTI:StreetervilleCapitalLLCMember 2024-11-01 0001001601 us-gaap:SeriesDPreferredStockMember us-gaap:SubsequentEventMember 2024-10-31 0001001601 MGTI:SeriesDConvertiblePreferredStockMember us-gaap:SubsequentEventMember 2024-10-31 0001001601 MGTI:SeriesDConvertiblePreferredStockMember us-gaap:SubsequentEventMember 2024-10-31 2024-10-31 0001001601 us-gaap:SeriesDPreferredStockMember us-gaap:SubsequentEventMember MGTI:WarrantExchangeAndExtinguishmentAgreementMember 2024-10-31 0001001601 us-gaap:SubsequentEventMember 2025-05-13 2025-05-13 0001001601 MGTI:PurchaseAndSaleAgreementMember us-gaap:SubsequentEventMember 2025-05-13 0001001601 MGTI:PurchaseAndSaleAgreementMember us-gaap:SubsequentEventMember 2025-05-13 2025-05-13 0001001601 MGTI:EmploymentAgreementMember us-gaap:SubsequentEventMember 2025-06-01 2025-06-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure MGTI:Segment

false Q1 --12-31 0001001601 0001001601 2025-01-01 2025-03-31 0001001601 2025-12-03 0001001601 2025-03-31 0001001601 2024-12-31 0001001601 us-gaap:NonrelatedPartyMember 2025-03-31 0001001601 us-gaap:NonrelatedPartyMember 2024-12-31 0001001601 us-gaap:RelatedPartyMember 2025-03-31 0001001601 us-gaap:RelatedPartyMember 2024-12-31 0001001601 MGTI:UndesignatedPreferredStockMember 2025-03-31 0001001601 MGTI:UndesignatedPreferredStockMember 2024-12-31 0001001601 us-gaap:SeriesBPreferredStockMember 2025-03-31 0001001601 us-gaap:SeriesBPreferredStockMember 2024-12-31 0001001601 us-gaap:SeriesCPreferredStockMember 2025-03-31 0001001601 us-gaap:SeriesCPreferredStockMember 2024-12-31 0001001601 us-gaap:SeriesDPreferredStockMember 2025-03-31 0001001601 us-gaap:SeriesDPreferredStockMember 2024-12-31 0001001601 MGTI:SeriesCConvertiblePreferredStockMember 2025-03-31 0001001601 MGTI:SeriesCConvertiblePreferredStockMember 2024-12-31 0001001601 MGTI:SeriesDConvertiblePreferredStockMember 2025-03-31 0001001601 MGTI:SeriesDConvertiblePreferredStockMember 2024-12-31 0001001601 2024-01-01 2024-03-31 0001001601 MGTI:BitcoinMiningMember 2025-01-01 2025-03-31 0001001601 MGTI:BitcoinMiningMember 2024-01-01 2024-03-31 0001001601 MGTI:HostingServicesMember 2025-01-01 2025-03-31 0001001601 MGTI:HostingServicesMember 2024-01-01 2024-03-31 0001001601 us-gaap:PreferredStockMember 2023-12-31 0001001601 us-gaap:CommonStockMember 2023-12-31 0001001601 MGTI:CommonStockToBeIssuedMember 2023-12-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001001601 us-gaap:RetainedEarningsMember 2023-12-31 0001001601 2023-12-31 0001001601 us-gaap:PreferredStockMember 2024-12-31 0001001601 us-gaap:CommonStockMember 2024-12-31 0001001601 MGTI:CommonStockToBeIssuedMember 2024-12-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001001601 us-gaap:RetainedEarningsMember 2024-12-31 0001001601 us-gaap:PreferredStockMember 2024-01-01 2024-03-31 0001001601 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001001601 MGTI:CommonStockToBeIssuedMember 2024-01-01 2024-03-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001001601 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001001601 us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001001601 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001001601 MGTI:CommonStockToBeIssuedMember 2025-01-01 2025-03-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001001601 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001001601 us-gaap:PreferredStockMember 2024-03-31 0001001601 us-gaap:CommonStockMember 2024-03-31 0001001601 MGTI:CommonStockToBeIssuedMember 2024-03-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001001601 us-gaap:RetainedEarningsMember 2024-03-31 0001001601 2024-03-31 0001001601 us-gaap:PreferredStockMember 2025-03-31 0001001601 us-gaap:CommonStockMember 2025-03-31 0001001601 MGTI:CommonStockToBeIssuedMember 2025-03-31 0001001601 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001001601 us-gaap:RetainedEarningsMember 2025-03-31 0001001601 2023-01-31 0001001601 srt:MaximumMember 2025-03-31 0001001601 MGTI:HostingMinersMember 2025-01-01 2025-03-31 0001001601 MGTI:HostingMinersMember 2024-01-01 2024-03-31 0001001601 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember MGTI:OneCustomersMember 2025-01-01 2025-03-31 0001001601 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember MGTI:CustomersMember 2024-01-01 2024-03-31 0001001601 us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001001601 us-gaap:WarrantMember 2025-01-01 2025-03-31 0001001601 us-gaap:ConvertibleNotesPayableMember 2025-01-01 2025-03-31 0001001601 us-gaap:WarrantMember 2024-01-01 2024-03-31 0001001601 us-gaap:ConvertibleNotesPayableMember 2024-01-01 2024-03-31 0001001601 2024-01-01 2024-12-31 0001001601 us-gaap:OperatingSegmentsMember 2025-01-01 2025-03-31 0001001601 us-gaap:OperatingSegmentsMember 2024-01-01 2024-03-31 0001001601 us-gaap:LandMember 2025-03-31 0001001601 us-gaap:LandMember 2024-12-31 0001001601 us-gaap:ComputerEquipmentMember 2025-03-31 0001001601 us-gaap:ComputerEquipmentMember 2024-12-31 0001001601 MGTI:BitcoinMiningMachinesMember 2025-03-31 0001001601 MGTI:BitcoinMiningMachinesMember 2024-12-31 0001001601 MGTI:InfrastructuresMember 2025-03-31 0001001601 MGTI:InfrastructuresMember 2024-12-31 0001001601 us-gaap:ContainersMember 2025-03-31 0001001601 us-gaap:ContainersMember 2024-12-31 0001001601 MGTI:NovemberTwoThousandTwentyFourNoteMember 2024-11-01 0001001601 MGTI:NovemberTwoThousandTwentyFourNoteMember 2024-11-01 2024-11-01 0001001601 MGTI:NovemberTwoThousandTwentyFourNoteMember 2025-01-01 2025-03-31 0001001601 MGTI:NewPromissoryNoteMember 2024-11-01 2024-11-01 0001001601 MGTI:NewPromissoryNoteMember 2024-11-01 0001001601 MGTI:NewPromissoryNoteMember 2025-01-01 2025-03-31 0001001601 us-gaap:RelatedPartyMember 2023-08-01 0001001601 us-gaap:RelatedPartyMember 2025-01-01 2025-03-31 0001001601 us-gaap:RelatedPartyMember 2024-01-01 2024-03-31 0001001601 us-gaap:SeriesDPreferredStockMember 2024-11-01 2024-11-01 0001001601 MGTI:PartnershipAgreementMember 2023-03-16 2023-03-16 0001001601 2023-03-16 2023-03-16 0001001601 MGTI:FourHundredOneKPlanMember srt:MaximumMember 2025-01-01 2025-03-31 0001001601 MGTI:FourHundredOneKPlanMember 2025-01-01 2025-03-31 0001001601 MGTI:FourHundredOneKPlanMember 2024-01-01 2024-03-31 0001001601 us-gaap:RelatedPartyMember 2023-12-31 0001001601 us-gaap:RelatedPartyMember 2024-03-31 0001001601 us-gaap:SubsequentEventMember 2025-05-13 2025-05-13 0001001601 us-gaap:SubsequentEventMember MGTI:NovemberTwoThousandTwentyFourMember 2025-05-13 2025-05-13 0001001601 us-gaap:SubsequentEventMember MGTI:NewPromissoryNoteMember 2025-05-13 2025-05-13 0001001601 us-gaap:SubsequentEventMember 2025-06-01 2025-06-01 0001001601 us-gaap:SubsequentEventMember 2025-07-14 0001001601 us-gaap:SubsequentEventMember 2025-09-22 0001001601 us-gaap:SubsequentEventMember 2025-09-22 2025-09-22 0001001601 us-gaap:SubsequentEventMember us-gaap:SeriesDPreferredStockMember 2025-09-22 2025-09-22 0001001601 us-gaap:SubsequentEventMember MGTI:JonathanMPfohlMember 2025-09-23 2025-09-23 0001001601 us-gaap:SubsequentEventMember MGTI:AnotherEmployeeMember 2025-09-23 2025-09-23 0001001601 us-gaap:SubsequentEventMember srt:DirectorMember 2025-09-23 2025-09-23 0001001601 2024-12-31 2024-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure MGTI:Segment

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~~March 3031, ~~2024~~2025

☐	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, INC.

(Exact name of registrant as specified in its charter)

Delaware

13-4148725

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

540 Montreal Ave,. Suite 133, Melbourne, FL 32935

(Address of principal executive offices)

(914) 630-7430

(Registrant’s telephone number, including area code)

Shares registered pursuant to section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).

Yes ☐ No ☒

As of ~~June~~December 273, 2025, there were 24,~~490~~340,670,903 shares of the registrant’s Common stock, $0.001 par value per share, issued and outstanding.

MGT CAPITAL INVESTMENTS, INC.

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	1
Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	1
Condensed Statements of Operations (Unaudited) for the three and nine months ended September 30, 2024 and 2023	2
Condensed Statements of Operations (Unaudited) for the three months ended March 31, 2025 and 2024	2
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the three and nine months ended September 30, 2024 and 2023	3
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the three months ended March 31, 2025 and 2024	3
Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2024 and 2023	4
Condensed Statements of Cash Flows (Unaudited) for the three months ended March 31, 2025 and 2024	4
Notes to the Unaudited Condensed Financial Statements	5
Item 2. Management’s discussion and analysis of financial condition and results of operations	1712
Item 3. Quantitative and qualitative disclosures about market risk	2315
Item 4. Controls and procedures	2316
PART II. OTHER INFORMATION
Item 1. Legal proceedings	2417
Item 1A. Risk factors	2417
Item 2. Unregistered sales of equity securities and use of proceeds	2417
Item 3. Defaults upon senior securities	2417
Item 4. Mine safety disclosures	2417
Item 5. Other information	2417
Item 6. Exhibits	2417
Signatures	2518

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MGT CAPITAL INVESTMENTS, INC.

BALANCE ~~SHEETS~~SHEET

(Dollars in thousands, except per-share amounts)

(Unaudited)

	March 31,			December 31,
	2025			2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	1		$	6
Accounts receivable		-			45
Other current assets		4			-
Total current assets		5			51

Non-current assets
Property and equipment, at cost, net		684			713
Total assets	$	689		$	764

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	528		$	532
Accounts payable - related party		45			45
Accounts payable		45			45
Accrued expenses and other payables		535			473
Security deposit		-			45
Note payable		1,908			1,882
Note payable, related party		15			15
Note payable		15			15
Operating lease liability		-			20
Common stock to be issued		360			240
Total current liabilities		3,391			3,252

Total liabilities		3,391			3,252

Commitments and Contingencies (Note 8)		-			-

Stockholders’ Deficit
Undesignated preferred stock, $0.001 par value, 8,489,800 shares authorized. No shares issued and outstanding at March 31, 2025 and December 31, 2024.		-			-
Series B preferred stock, $0.001 par value, 10,000 shares authorized. No shares issued or outstanding at March 31, 2025 and December 31, 2024.		-			-
Series C convertible preferred stock, $0.001 par value, 200 shares authorized. 0 shares issued and outstanding at March 31, 2025 and December 31, 2024.		-			-
Series D convertible preferred stock, $0.001 par value, 1,000,000 shares authorized. 650,000 and 650,000 shares issued and outstanding at March 31, 2025 and December 31, 2024.		1			1
Preferred stock, value		1			1
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 2,490,670,903 shares issued and outstanding at March 31, 2025 and December 31, 2024.		2,491			2,491
Additional paid-in capital		421,538			421,538
Accumulated deficit		(426,732	)		(426,518	)
Total stockholders’ deficit		(2,702	)		(2,488	)

Total Liabilities and Stockholders’ Deficit	$	689		$	764

	September 30,			December 31,
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	-		$	8
Accounts receivable		29			17
Intangible digital assets		15			-
Total current assets		44			25
Non-current assets
Property and equipment, at cost, net		754			907
Total assets	$	798		$	932
Liabilities and Stockholders’ (Deficit) Equity
Current liabilities
Accounts payable	$	567		$	404
Accounts payable - related party		40			15
Accounts payable		40			15
Accrued expenses and other payables		390			244
Security deposit		45			45
Note payable		200			25
Note payable, related party		15			15
Note payable		15			15
Convertible note payable, net of discount		1,306			1,329
Operating lease liability		44			96
Warrant derivative liability		167			4,253
Derivative liability		62			3,344
Common stock to be issued		152			-
Total current liabilities		2,988			9,770
Non-current liabilities
Operating lease liability long-term		-			20
Total liabilities		2,988			9,790
Commitments and Contingencies (Note 10)		-			-
Stockholders’ Deficit
Undesignated preferred stock, $0.001 par value, 8,489,800 shares authorized. No shares issued and outstanding at September 30, 2024 and December 31, 2023.		-			-
Series B preferred stock, $0.001 par value, 10,000 shares authorized. No shares issued or outstanding at September 30, 2024 and December 31, 2023.		-			-
Series C convertible preferred stock, $0.001 par value, 200 shares authorized. 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.		-			-
Preferred stock, value		-			-
Common stock, $0.001 par value; 2,500,000,000 shares authorized; 1,140,670,903 and 849,170,903 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.		1,141			849
Additional paid-in capital		422,736			422,332
Accumulated deficit		(426,067	)		(432,039	)
Total stockholders’ deficit		(2,190	)		(8,858	)
Total Liabilities and Stockholders’ Deficit	$	798		$	932

The accompanying notes are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements

MGT CAPITAL INVESTMENTS, INC.

STATEMENTS OF OPERATIONS

(Dollars in thousands, except per-share amounts)

(Unaudited)

	2024			2023			2024			2023
	2025			2024
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months ended March 31,
	2024			2023			2024			2023
	2025			2024
Revenue
Bitcoin mining	$	4729		$	17		$	88		$	57
Hosting services		1558			7585			~~164~~			~~240~~
Total revenue		6287			92102			~~252~~			~~297~~
Operating expenses
Cost of revenue		~~103~~78			~~128~~95			~~302~~			~~355~~
General and administrative		~~252~~173			~~256~~234			~~805~~			~~1,011~~
Total operating expenses		~~355~~251			~~384~~329			~~1,107~~			~~1,366~~
Operating loss		(~~293~~164	)		(~~292~~227	)		~~(855~~	)		~~(1,069~~	)
Other non-operating income (expense)
Interest expense		(3250	)		(2324	)		~~(83~~	)		~~(68~~	)
Interest income		-			2			-			2
Change in fair value of warrant derivative liability		-			106
Change in fair value of warrant derivative liability		516			250			4,042			166
Change in fair value of derivative liability		-			384
Change in fair value of derivative liability		249			1,080			2,914			1,324
Accretion of debt discount		-			(54	)
Loss on settlement of derivative		-			47			-			(215	)
Gain on settlement of debt		-			106
Lease incentive loss		-			-			-			(184	)
Other income		-			5
Accretion of debt discount		(37	)		(373	)		(199	)		(715	)
Total non-operating income (expense)		(50	)		523
Gain on sale of property and equipment		-			-			-			70
Net income (loss)	$	(214	)	$	296
Gain on settlement of debt		-			10			147			10
Per-share data
Other income		1			-			6			-
Basic and diluted, net income (loss) per share	$	(0.00	)	$	0.00
Total non-operating income (expense)		697			993			6,827			390
Basic and diluted, weighted average number of common shares outstanding		2,490,670,903			908,181,892
Net income (loss)	$	404		$	701		$	5,972		$	(679	)
Per-share data
Basic and diluted, net income (loss) per share	$	0.00		$	0.00		$	0.01		$	(0.00	)
Basic and diluted, weighted average number of common shares outstanding		1,140,670,903			782,953,512			1,023,700,100			745,942,962

The accompanying notes are an integral part of these unaudited condensed financial statements.

MGT CAPITAL INVESTMENTS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~JUNE~~MARCH 3031, ~~2024~~2025 AND ~~2023~~2024

(Dollars in thousands, except per-share amounts)

(Unaudited)

	Shares		Amount		Shares		Amount		Issued			Capital			Deficit			Deficit
	Preferred Stock				Common Stock				Common Stock To Be			Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Issued			Capital			Deficit			Deficit
Balance at January 1, 2023		-		-		703,770,903	$	704	$	-		$	421,468		$	(425,906	)	$	(3,734	)
Cashless exercise of warrants and extinguishment of related warrant derivative liability		-		-		20,000,000		20		-			180						200
Net loss															$	(3,798	)	$	(3,798	)
Balance at March 31, 2023		-	$	-		723,770,903	$	724	$	-		$	421,648		$	(429,704	)	$	(7,332	)
Cashless exercise of warrants and extinguishment of related warrant derivative liability		-		-		20,000,000		20		-			80					$	100
Issuance of shares in respect of lease agreement						10,000,000		10		-			110						120
Net income															$	2,418		$	2,418
Balance at June 30, 2023		-	$	-		753,770,903	$	754	$	-		$	421,838		$	(427,286	)	$	(4,694	)
Cashless exercise of warrants and extinguishment of related warrant derivative liability		-		-		11,400,000		11		-			58					$	69
Issuance of shares in respect of lease agreement						12,000,000		12		-			132						144
Conversion of convertible note into Common Stock						20,000,000		20					120						140
Net income		-		-											$	701		$	701
Balance at September 30, 2023		-	$	-		797,170,903	$	797	$	-		$	422,148		$	(426,585	)	$	(3,640	)
Balance at January 1, 2024		-	$	-		849,170,903	$	849	$	-		$	422,332		$	(432,039	)	$	(8,858	)
Conversion of convertible note into Common Stock		-		-		86,000,000		86		-			208			-			294
Issuance of shares in respect of lease agreement		-		-		8,000,000		8		4			132			-			144
Net income		-		-		-		-		-			-			296			296
Balance at March 31, 2024		-	$	-		943,170,903	$	943	$	4		$	422,672		$	(431,743	)	$	(8,124	)
Conversion of convertible note into Common Stock		-		-		40,000,000		40		-			20			-			60
Balance at January 1, 2025		650,000	$	1		2,490,670,903	$	2,491	$	-		$	421,538		$	(426,518	)	$	(2,488	)
Issuance of shares in respect of lease agreement		-		-		54,000,000		54		(4	)		85			-			135
Balance		650,000	$	1		2,490,670,903	$	2,491		-		$	421,538		$	(426,518	)	$	(2,488	)
Cashless exercise of warrants and extinguishment of related warrant derivative liability		-		-		103,500,000		104		-			(41	)		-			63
Net loss		-		-		-		-		-			-			(214	)		(214	)
Net income		-		-		-		-		-			-			5,272			5,272
Net income (loss)		-		-		-		-		-			-			(214	)		(214	)
Balance at June 30, 2024		-		-		1,140,670,903		1,141		-			422,736			(426,471	)		(2,594	)
Balance at March 31, 2025		650,000	$	1		2,490,670,903	$	2,491	$	-		$	421,538		$	(426,732	)	$	(2,702	)
Balance		-650,000		-1		12,~~140~~490,670,903		12,~~141~~491		-			~~422~~421,~~736~~538			(426,~~471~~732	)		(2,~~594~~702	)
Net income		-		-		-		-		-			-			404			404
Net income (loss)		-		-		-		-		-			-			404			404
Balance at September 30, 2024		-		-		1,140,670,903		1,141		-			422,736			(426,067	)		(2,190	)
Balance		-		-		1,140,670,903		1,141		-			422,736			(426,067	)		(2,190	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

MGT CAPITAL INVESTMENTS, INC.

STATEMENTS OF CASH FLOWS

(Dollars in thousands, except per-share amounts)

(Unaudited)

	2024			2023
	2025			2024
	For the Nine Months Ended September 30,
	For the Three Months Ended March 31
	2024			2023
	2025			2024
Cash Flows From Operating Activities
Net loss	$	5,972		$	(679	)
Net income (loss)	$	(214	)	$	296
Adjustments to reconcile net loss to net cash used in operating activities
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation		~~153~~29			~~192~~55
Gain on sale of property and equipment		-			(70	)
Change in fair value of warrant derivative liability		-			(106	)
Change in fair value of warrant derivative liability		(4,042	)		(166	)
Change in fair value of derivative liability		-			(384	)
Change in fair value of derivative liability		(2,914	)		(1,324	)
Amortization of note discount		-			54
Loss on settlement of derivative		-			215
Gain on settlement of debt		-			(106	)
Loss on lease incentive		-			184
Accretion of debt discount		199			715
Gain on settlement of debt		(147	)		(10	)
Change in operating assets and liabilities
Accounts receivable		~~(12~~45	)		~~(28~~3	)
Prepaid expenses and other current assets		-(4	)		4-
Intangible digital assets		(15	)		4
Accounts payable		(4	)		(54	)
Other assets		-			3
Accounts payable - related party		-			25
Accounts payable		163			416
Accrued expenses		62			40
Accounts payable - related party		25			-
Security deposit		(45	)		-
Accrued expenses		146			1
Net cash used in operating activities		(131	)		(177	)
Deferred revenue		-			(30	)
Security deposit		-			269
Net cash used in operating activities		(472	)		(304	)
Cash Flows From Financing Activities
Proceeds from issuance of stock under lease agreement		~~359~~100			~~220~~120
Repayment of loan payable		-			(200	)
Proceeds from loans payable		26			75
Proceeds from notes payable, related party					20
Net cash provided by financing activities		126			195
Proceeds from loans payable		105			-
Net change in cash and cash equivalents		(5	)		18
Net cash provided by financing activities		464			40
Cash and cash equivalents, beginning of period		6			8
Net change in cash and cash equivalents		(8	)		(264	)
Cash and cash equivalents, end of period	$	1		$	26
Cash and cash equivalents, beginning of period		8			538
Cash and cash equivalents, end of period	$	-		$	274
Supplemental disclosure of cash flow information
Cash paid for interest	$	2813		$	-28
Cash paid for income tax	$	-		$	-
Non-cash investing and financing activities
Cashless exercise of warrants and extinguishment of related warrant derivative liability	$	63		$	300
Conversion of convertible note into common stock	$	-		$	116
Settlement of warrants with common stock	$	-		$	69
Conversion of notes payable into common stock		-			140
Conversion of convertible note into common stock	$	157		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

MGT CAPITAL INVESTMENTS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except per–share amounts)

Note 1. Organization and Basis of Presentation

Organization

MGT Capital Investments, Inc. (“MGT” or the “Company”) is a Delaware corporation incorporated in 2000. MGT was originally incorporated in Utah in 1977. MGT’s corporate office is in Melbourne, Florida.

Current Operations

Cryptocurrency mining

MGT ~~conducts~~Capital ~~cryptocurrency~~Investments, ~~activities~~Inc. at(“MGT” aor ~~company-owned~~the ~~and~~“Company”) ~~managed~~has historically operated in the Bitcoin mining ~~facility~~and inhosting industry. ~~LaFayette,~~During ~~Georgia.~~the ~~Located~~three ~~adjacent~~months ~~to a~~ended ~~utility~~March ~~substation~~31, 2025, the ~~several-acre~~Company’s ~~property~~operations ~~has~~consisted ~~access~~of toboth ~~about~~hosting 20services ~~megawatts~~for ~~(MW)~~third-party miners ofand ~~electrical~~self-mining ~~power~~activities at its facility in LaFayette, ~~half~~Georgia. ofRevenue ~~which~~was isgenerated ~~presently~~from (i) fixed-fee hosting contracts with ~~utilized~~customers byand (ii) the ~~Company.~~mining ~~Business~~of ~~activities~~Bitcoin ~~are~~using ~~comprised~~Company-owned machines, the proceeds of ~~leasing~~which ~~space~~were converted to ~~third~~U.S. ~~parties~~dollars ~~and~~shortly ~~self-mining operations~~after receipt.

AsDuring the period, the Company’s mining activity also included the use of ~~September~~approximately 30115 third party-owned miners that management considered abandoned. The Company offered third-party owners of miners a hosting service whereby MGT operated and maintained miners for a fixed monthly fee. All miners, ~~2024~~both Company-owned and ~~June~~hosted, 27were housed in a modified shipping container on property owned by the Company in Georgia. On March 5, 2025, the company’s lease with its primary hosting customer expired and the company discontinued its own self-mining activities. As of March 31, 2025 and December 3, 2025, the Company ~~owned~~continued ~~approximately~~to own 35 Antminer S19 Pro miners providing approximately ~~about~~ 3 PhPetahashes per second (“PH/s”) inof hash power for self-mining. Theses miners were placed in storage pending evaluation of redeployment alternatives.

The ~~entire~~Company’s ~~facility,~~business ~~including~~model ~~the~~has ~~land~~historically ~~and~~been ~~improvements,~~dependent ~~five~~on ~~2500~~the ~~KVA~~economics ~~3-phase~~of ~~transformers,~~digital ~~and~~asset ~~three~~ mining ~~containers~~, ~~are~~including ~~owned~~the byprice ~~MGT.~~of Bitcoin, ~~Since~~network ~~April 2023~~difficulty, aelectricity ~~single~~costs, ~~tenant~~and isaccess ~~renting~~to ~~our~~competitively ~~property~~priced ~~and~~power. ~~electrical~~Following ~~infrastructure~~the tocessation ~~use~~of ~~for Bitcoin~~ mining. ~~The~~operations, ~~tenant~~management’s focus has ~~provided, at~~shifted ~~its~~to ~~cost,~~preserving ~~the~~liquidity ~~approximately~~and ~~2,500~~evaluating ~~miners~~strategic ~~and~~alternatives 12to ~~containers~~monetize ~~needed~~or ~~for~~repurpose its ~~activities.~~existing Inassets ~~addition,~~and ~~the~~to ~~tenant~~identify new ~~pays~~business ~~for its electricity consumption~~opportunities.

~~These measures~~Subsequent ~~improve~~to ~~utilization~~March of31, ~~our~~2025, ~~fixed~~the ~~asset~~Company ~~base~~has ~~and~~experienced ~~better~~significant ~~insulate~~changes usin ~~against~~its operations and leadership, including the ~~volatility~~sale of its ~~self~~Georgia facility, and changes in executive management. As a result, the Company currently does not have active revenue-generating operations ~~mining~~and ~~Bitcoin~~is engaged in a strategic review of its business direction. See Note 11 – Subsequent Events for additional detail.

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10–Q and Rule 8 of Regulation S–X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, ~~2023~~2024, as filed with the Securities and Exchange Commission (“SEC”) on ~~April~~November 1610, ~~2024~~2025. Operating results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ~~ending~~ended December 31, ~~2024~~2025.

Disposition of Hosting Facility – ASC 205-20 Classification Assessment

As of March 31, 2025, management was evaluating strategic alternatives for the Company’s mining and hosting facility in LaFayette, Georgia following the expiration of the Company’s primary hosting agreement earlier in the month. While the Company engaged in preliminary discussions with potential counterparties, no approved plan of sale existed at March 31, 2025, multiple alternatives were still being evaluated, and the Board of Directors did not approve a plan to sell the facility until April 1, 2025. Accordingly, the disposal group did not meet the criteria for classification as held for sale under ASC 205-20-45-1E as of March 31, 2025, because management had not committed to a plan to sell and the criteria requiring a sale to be probable within one year were not met.

Subsequent to March 31, 2025, the Company completed the sale of the facility and related infrastructure in May 2025. These events are accounted for as subsequent events under ASC 855 and do not affect classification or presentation as of March 31, 2025. Because the disposal group was not classified as held for sale at period-end, the Company concluded that the disposition does not represent a strategic shift in the Company’s business and does not qualify for discontinued operations presentation under ASC 205-20 for the quarter ended March 31, 2025.

Inflation

Electricity and other prices are vulnerable to inflation which may increase the Company’s mining costs and operating expenses including the cost of new state-of-the-art miners.

Note 2. Going Concern and Management’s Plans

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of ~~September~~March 3031, ~~2024~~2025, the Company had incurred significant operating losses since inception and continues to generate losses from operations. As of ~~September~~March 3031, ~~2024~~2025, the Company had an accumulated deficit of $426,~~067~~732. As of ~~September~~March 3031, ~~2024~~2025, MGT’s cash and cash equivalents were $01.

~~The Company~~Since ~~will require additional funding to grow its operations. Further~~January 2023, ~~depending upon operational profitability,~~ the Company ~~may~~has ~~also need~~secured toover ~~raise~~$2,000 ~~additional~~in ~~funding for ongoing~~ working capital ~~purposes.~~through ~~There~~the ~~can~~issuance beof noa ~~assurance~~convertible ~~however~~note, ~~that~~ the ~~Company~~sale ~~will~~of beequity ~~able to raise additional capital as~~ and ~~when needed~~warrants, proceeds orfrom atthe ~~terms~~sale ~~deemed~~of ~~acceptable,~~assets ifand atrelated ~~all~~party notes. ~~The~~In ~~Company’s ability to raise additional capital is impacted by~~addition, ~~among~~management ~~other~~has ~~things,~~made ~~the~~modifications ~~volatility~~to ofsimplify ~~Bitcoin~~our ~~mining~~capital ~~economics, inflation~~ structure and ~~high~~extend ~~interest~~maturities ~~rates,~~of ~~the~~our ~~banking crisis,~~debt ~~the~~to ~~war~~provide inadditional ~~Ukraine,~~financial ~~the market for Bitcoin,~~ and ~~regulatory~~strategic ~~developments~~flexibility. ~~with~~Management ~~respect~~intends to ~~cryptocurrencies~~continue ~~generally,~~raising ~~each of which~~capital ~~are~~through ~~highly~~debt ~~uncertain,~~and ~~cannot~~equity beas ~~predicted,~~opportunities ~~and~~arise ~~could~~to ~~have~~meet anour ~~adverse effect~~ on-going ~~the~~working ~~Company’s~~capital ~~business and financial condition~~needs.

5Subsequent, to March 31, 2025, the Company has had substantial operational and management changes as detailed in Note 11 – Subsequent Events and will require additional funding to re-establish and grow its operations. New leadership is overseeing strategic and financing initiatives and there can be no assurance however that the Company will be able to raise additional capital when needed to support these efforts, or at terms deemed acceptable, if at all.

Since January 2023, the Company has secured working capital through the issuance of a convertible note, the sale of equity and warrants, the sale of assets and related party notes.

Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these unaudited condensed financial statements. The accompanying unaudited condensed financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3. Summary of Significant Accounting Policies

Use of estimates and assumptions and critical accounting estimates and assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, determining the potential impairment of long-lived assets, ~~the fair value of warrants issued, the fair value of conversion features,~~ and the valuation allowance for deferred tax assets. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.

Cash and cash equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. The Company’s combined accounts were $01 and $86 as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. Accounts are insured by by the Federal Deposit Insurance Corporation (“FDIC”) up to $250 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions. As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, the Company had $0 and $0, respectively, in excess of the FDIC insurance limit.

~~Cryptocurrencies~~Crypto Assets

~~Cryptocurrencies,~~Effective ~~(including~~January ~~Bitcoin~~1, ~~and~~2025, ~~Bitcoin~~the ~~Cash)~~Company ~~are~~adopted ~~included~~ASU in2023-08, ~~current~~Accounting ~~assets~~for inand ~~the~~Disclosure ~~accompanying~~of ~~balance~~Crypto ~~sheets.~~Assets ~~Any~~(ASC ~~cryptocurrencies~~350-60), ~~purchased~~which requires eligible ~~are~~crypto ~~recorded~~assets atto ~~cost~~be ~~and~~measured ~~cryptocurrencies~~at ~~awarded~~fair tovalue ~~the~~with ~~Company~~changes ~~through~~in ~~its~~fair ~~mining~~value ~~activities~~recognized ~~are~~in ~~accounted~~net ~~for~~income. inThe ~~connection~~Company ~~with~~applied the new guidance ~~Company’s~~prospectively ~~revenue~~and ~~recognition~~recognized ~~policy~~no ~~disclosed~~cumulative-effect inadjustment ~~this~~to ~~note~~beginning retained earnings, as no crypto assets were held at December 31, 2024.

~~Cryptocurrencies~~Under ~~held~~this ~~are~~policy, ~~accounted~~crypto ~~for~~assets asare ~~intangible~~included ~~assets~~in ~~with~~current ~~indefinite~~assets ~~useful~~on ~~lives.~~the Anbalance ~~intangible~~sheet ~~asset~~and ~~with~~are anmeasured ~~indefinite~~at ~~useful~~fair ~~life~~value isusing ~~not~~quoted ~~amortized~~market prices ~~but~~as ~~assessed~~of ~~for~~the ~~impairment~~balance ~~annually,~~sheet ordate. ~~more~~Changes ~~frequently,~~in ~~when~~fair ~~events~~value orare ~~changes~~recorded in ~~circumstances~~cost ~~occur~~of ~~indicating~~revenue ~~that~~in itthe isstatements ~~more~~of ~~likely than~~operations. ~~not~~Sales ~~that~~of crypto ~~the~~assets ~~indefinite-lived~~are ~~asset~~included iswithin ~~impaired.~~investing ~~Impairment~~activities ~~exists~~in ~~when~~ the ~~carrying~~statements ~~amount~~of ~~exceeds~~cash ~~its fair value~~flows, ~~which~~and isany ~~measured using~~realized ~~the~~gains ~~quoted~~or ~~price~~losses ofare ~~the~~recognized based ~~cryptocurrency~~on at the ~~time~~first-in, ~~its~~first-out ~~fair~~(FIFO) ~~value is being measured~~method.

InFor ~~testing for impairment,~~ the ~~Company~~three ~~has~~months ~~the~~ended ~~option~~March to31, ~~first~~2025, ~~perform~~the aCompany ~~qualitative~~converted ~~assessment~~all tocrypto ~~determine~~assets ~~whether~~received itfrom ismining ~~more~~activities ~~likely~~to ~~than not that an impairment exists~~U.S. Ifdollars itshortly after isreceipt ~~determined~~and ~~that~~did ~~it is~~ not ~~more~~hold ~~likely~~any ~~than~~crypto ~~not~~assets ~~that~~at anMarch ~~impairment exists~~31, a2025 ~~quantitative~~or ~~impairment test~~December is31, ~~not~~2024; ~~necessary. If the Company concludes otherwise~~therefore, itadoption isof ~~required~~ASU to2023-08 ~~perform~~did anot ~~quantitative impairment test. To the extent an~~have ~~impairment~~a ~~loss~~material isimpact ~~recognized,~~on the ~~loss~~Company’s ~~establishes~~financial ~~the new cost basis of the asset~~statements. ~~Subsequent reversal of impairment losses is not permitted.~~

~~Any~~The ~~purchases~~following oftable ~~cryptocurrencies~~presents by the ~~Company are included within investing~~ activities ~~in the accompanying statements~~ of ~~cash~~digital ~~flows,~~currencies ~~while cryptocurrencies~~for ~~awarded to~~ the ~~Company~~periods ~~through~~ended ~~its~~March ~~mining~~31, ~~activities~~2025 are included within operating activities on the accompanying statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying statements of cash flows and ~~any~~ ~~realized~~December ~~gains~~31, or losses from such sales are included in other income (expense) in the statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting.2024:

The following table presents the activities of digital currencies for the periods ended September 30, 2024 and December 31, 2023:

Schedule of Digital Currencies

Digital currencies at January 1, 2023	$	11
Crypto assets at January 1, 2024	$	-
Additions of digital currencies from mining		75
Additions from mining activities		143
Realized gain on sale of digital currencies		3
Realized gain on sale of crypto assets		8
Sale of digital currencies		(89	)
Sales of crypto assets		(151	)
Digital currencies at December 31, 2023		-
Crypto assets at December 31, 2024		-
Additions of digital currencies from mining		88
Additions from mining activities		29
Realized gain on sale of digital currencies		2
Realized gain on sale of crypto assets		-
Sale of digital currencies		(75	)
Sales of crypto assets		(29	)
Digital currencies at September 30, 2024	$	15
Effect of adoption of ASU 2023-08 ¹		-
Crypto assets at March 31, 2025	$	-

~~Property~~ ¹ Effective January 1, 2025, the Company adopted ASU 2023-08, Accounting for and ~~Equipment~~Disclosure of Crypto Assets (ASC 350-60). Adoption did not result in any cumulative-effect adjustment to retained earnings because no crypto assets were held at December 31, 2024 or March 31, 2025.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Deposits on property and equipment are initially classified as Other Assets and upon delivery, installation and full payment, the assets are classified as property and equipment on the balance sheet.

Leases

The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.

~~Derivative Instruments~~6

Derivative financial instruments are recorded in the accompanying balance sheets at fair value in accordance with ASC 815. When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is recorded in the accompanying balance sheets separately from the carrying value of the host contract. Subsequent changes in the estimated fair value of derivatives are recorded as a gain or loss in the Company’s statements of operations.

Impairment of long-lived assets

Long-lived assets are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable, should there be an indication of impairment, we test for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. Any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss.

Segment ~~Reporting~~reporting

~~Operating~~The ~~segments~~Company ~~are~~operates ~~defined~~ as ~~components~~a ofsingle1 anreportable ~~enterprise~~segment ~~about~~focused ~~which~~on ~~separate~~digital ~~financial~~currency ~~information~~data iscenter ~~available~~operations, ~~that~~which isconsisted ~~evaluated~~of ~~regularly as~~two ~~the~~primary ~~company~~revenue-generating activities ~~reviews~~during ~~financial~~the ~~information.~~period: ~~The~~(i) ~~Company~~self-mining ~~currently~~of ~~operates~~Bitcoin inand ~~the~~(ii) ~~Digital~~hosting ~~Currency~~services ~~Blockchain~~provided ~~segment~~to ~~with~~third-party ~~our~~customers. ~~mining~~These activities ~~facility~~were ~~located~~conducted inat the ~~United States. The~~ Company’s ~~also~~facility ~~provides hosting services which are also~~ located in the United States. ~~The~~Management ~~Company has~~evaluates ~~employees~~financial ~~only~~performance inand ~~the~~allocates resources ~~United~~on ~~States~~a ~~and~~consolidated ~~views~~basis, ~~its~~and ~~operations~~therefore asthe ~~one~~Company ~~operating~~is ~~segment~~managed as ~~management reviews financial information on~~ a ~~consolidated~~single ~~basis~~reporting insegment ~~making~~under ~~decisions~~ASC ~~regarding resource allocations and assessing performance~~280.

The Chief Operating Decision Maker (“CODM”), identified as the Company’s Interim Chief Executive Officer & Chief Financial Officer, regularly reviews revenue, cost of revenues and operating income(loss), as the primary measure of segment performance and capital allocation.

The following tables present segment revenue and gross profit (loss), including the significant expense items reviewed by the CODM, for the three months ended March 31, 2025 and 2024:

Schedule of Segment Information

For the Three Months Ended March 31, 2025:
	Total
Total Revenues	$	87
Less: Cost of Revenues
Depreciation		29
Electricity and other expense costs		49
General and administrative		173
Operating loss	$	(164	)

For the Three Months Ended March 31, 2024:
	Total
Total Revenues	$	102
Less: Cost of Revenues
Depreciation		56
Electricity and other expense costs		39
General and administrative		234
Operating loss	$	(227	)

The following table reconciles operating loss reviewed by the CODM to consolidated net loss for the three months ended March 31, 2025 and 2024 (amounts in thousands):


	For the Three Months Ended March 31,
	2025			2024
Operating loss reviewed by CODM		(164	)		(227	)
Other income (expense)		(50	)		523
Net income (loss)	$	(214	)	$	296

Revenue recognition

~~Cryptocurrency~~Crypto asset mining

The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

	●	Step 1: Identify the contract with the customer
	●	Step 2: Identify the performance obligations in the contract
	●	Step 3: Determine the transaction price
	●	Step 4: Allocate the transaction price to the performance obligations in the contract
	●	Step 5: Recognize revenue when the Company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

	●	Variable consideration
	●	Constraining estimates of variable consideration
	●	The existence of a significant financing component in the contract
	●	Noncash consideration
	●	Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

The Company earns Bitcoin mining revenue from two primary sources: the operation of its owned miners and the operation of third-party owned miners that the Company has concluded are subject to abandonment. The Company has entered into digital asset mining pools by ~~agreeing to terms and conditions~~executing contracts, as ~~may be~~ amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power ~~to the mining pool~~, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the Blockchain. The terms of the agreement provide that neither party can dispute settlement terms after 35thirty-five days following settlement. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin Blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only ~~performance~~ performance obligation in the Company’s agreements with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration ~~in the form of digital assets~~, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is ~~therefore~~ all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. In 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. The new guidance requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. There was no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, prior to the issuance of ASU 2023-08 and management has exercised significant judgment in determining the appropriate accounting treatment for the current year. The Company is currently evaluating the impact ASU 2023-08 will have on its future financial statements.7

Hosting Revenues

We ~~receive~~received revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company ~~recognized~~ ~~$15~~recognized $58 and $~~164~~ 85 from these sources during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, ~~respectively. The Company recognized $75~~ and ~~$240~~ ~~from these sources during the three and nine months ended September 30~~2024, ~~2023~~ respectively. During the three ~~and nine~~ months ended ~~September~~ 30March 31, 2025, and 2024, one customer accounted for 100% a ~~and three customers~~ accounted for 100%, ~~respectively,~~ of hosting revenue, respectively. ~~During the~~After ~~three~~a ~~and~~hosting ~~nine~~agreement ~~months~~expires, ~~ended~~the ~~September~~Company ~~30,~~no ~~2023,~~longer ~~two~~recognizes ~~customers~~hosting ~~accounted~~revenue for ~~100%~~the related ~~and 91% respectively, of hosting revenue~~miners.

Income taxes

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Income (loss) per share

Basic income (loss) per share is calculated by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is calculated by dividing the net income (loss) attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of convertible debt, preferred stock and warrants, are not reflected in diluted net income (loss) per share ~~their~~because ~~inclusion~~such ~~would~~potential ~~not~~shares ~~have~~are ~~resulted~~anti–dilutive indue ~~additional~~to ~~dilution, based on~~ the ~~impact~~Company’s ~~of the change in derivative liability and related adjustments to~~ net income ~~for the period~~(loss).

Accordingly, the computation of diluted loss per share for the quarter ended ~~September~~March 3031, ~~2024~~2025, excludes ~~2,043,808,450~~ 600 million shares issuable upon the exercise of outstanding preferred shares, 0 for outstanding warrants and ~~622,131,340~~ 0 shares issuable upon the conversion of convertible notes payable. The computation of diluted loss per share for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024, excludes ~~767~~1,~~057~~417,~~562~~ 604,442 shares issuable upon the exercise of outstanding warrants and ~~378~~787,~~442~~558,~~891~~ 023 shares issuable upon the conversion of ~~outstanding~~ convertible ~~debt~~notes payable.

Fair Value ~~Measure~~Measurements and Disclosures

ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

	●	Level 1 Quoted prices in active markets for identical assets or liabilities.
	●	Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.
	●	Level 3 Significant unobservable inputs that cannot be corroborated by market data.

As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, ~~the~~our ~~Company~~financial ~~had~~instruments ~~Level~~consisted 3primarily of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other payables. The carrying amounts of such financial instruments ~~related~~approximate totheir ~~derivative~~respective ~~liabilities related~~estimated fair value due to the ~~issuance~~short-term ofmaturities ~~warrants~~ and ~~convertible~~approximate ~~debt~~market interest rates of these instruments.

Management’s evaluation of subsequent events

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, other than what is described in Note 11 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Recently adopted accounting pronouncements

Effective January 1, 2025, the Company adopted two new accounting standards issued by the Financial Accounting Standards Board (“FASB”) that became effective for fiscal years beginning after December 15, 2024, including interim periods within those years.

ASU 2023-08 – Accounting for and Disclosure of Crypto Assets (ASC 350-60): ASU 2023-08 establishes guidance for measuring certain crypto assets at fair value, with changes in fair value recognized in net income each reporting period and requires expanded disclosures regarding such holdings. The Company applied the new guidance prospectively and recorded no cumulative-effect adjustment to beginning retained earnings because it did not hold any crypto assets as of December 31, 2024. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements for the quarter ended March 31, 2025. Future holdings of crypto assets, if any, will be measured and disclosed in accordance with the new standard.

ASU 2020-06 – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): ASU 2020-06 simplifies the accounting for convertible instruments and contracts on an entity’s own equity by eliminating separate accounting for most beneficial conversion features and cash conversion features, and by simplifying the calculation of diluted earnings per share. The Company adopted this standard using the modified retrospective approach as of January 1, 2025. Adoption did not have a material impact on the Company’s consolidated financial statements or earnings per share, as all outstanding convertible instruments contained fixed conversion terms and no embedded derivative or beneficial conversion features at the adoption date.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, when adopted, will have a material effect on the accompanying ~~condensed~~ financial statements, other than those disclosed below.

In ~~August~~December ~~2020~~2023, the FASB issued ~~Accounting Standards Update (“~~ASU”) ~~2020~~2023-0609, ~~“Debt~~which –enhances ~~Debt~~annual ~~with Conversion and Other Options (Subtopic 470~~income-~~20)~~tax ~~and~~disclosures ~~Derivatives~~by ~~and~~requiring ~~Hedging~~greater –disaggregation ~~Contracts~~of inthe ~~Entity’s~~effective-tax-rate reconciliation ~~Own~~and ~~Equity~~additional ~~(Subtopic~~information ~~815~~about –income ~~40)” (“ASU~~taxes ~~2020-06”)~~paid. ~~ASU~~The ~~2020-06~~standard ~~simplifies~~is ~~the~~effective ~~accounting~~ for ~~certain~~annual ~~financial~~periods ~~instruments~~beginning ~~with~~after ~~characteristics of liabilities~~December ~~and equity~~15, ~~including convertible instruments and contracts on an entity’s own equity~~2024. The ~~ASU~~Company iswill ~~part~~adopt of the ~~FASB’s~~guidance ~~simplification initiative, which aims to reduce unnecessary complexity~~ in ~~U.S.~~its ~~GAAP.~~Form ~~The~~10-K ~~ASU’s amendments are effective~~ for ~~fiscal~~the ~~years~~year ~~beginning after~~ended December 1531, ~~2023~~2025, and ~~interim~~does ~~periods~~not ~~within~~expect ~~those~~it ~~fiscal~~to ~~years. The Company adopted ASU 2020-06 effective January 1, 2024. The adoption of this standard did not~~ have a material impact on ~~the~~its ~~Company’s~~ consolidated financial statements.

OnIssued ~~December~~in ~~13,~~March ~~2023~~2024, ~~the FASB issued~~ ASU ~~2023~~2024-~~08,~~03 ~~which~~requires ~~addresses~~public ~~the~~companies ~~accounting~~to ~~and~~provide ~~disclosure~~expanded ~~requirements~~annual ~~for~~disclosures ~~certain~~of ~~crypto assets. The new guidance requires entities to subsequently measure~~ certain ~~crypto~~natural ~~assets~~expense atcategories ~~fair~~and amounts ~~value,~~regularly ~~with~~reviewed ~~changes~~by inmanagement. ~~fair~~The ~~value~~guidance ~~recorded~~is ~~in net~~effective ~~income~~for inannual ~~each~~periods ~~reporting~~beginning ~~period.~~after InDecember ~~addition~~15, ~~entities~~2024. ~~are~~The ~~required~~Company will toadopt ~~provide additional disclosures about~~ the ~~holdings~~new ofdisclosure ~~certain crypto~~requirements ~~assets.~~in ~~The~~its ~~ASU’s~~Form ~~amendments~~10-K ~~are effective~~ for ~~fiscal~~the ~~years~~year ~~beginning~~ended ~~after~~ December 1531, ~~2024~~2025, ~~including~~and ~~interim~~does ~~periods within~~not ~~those~~expect ~~years.~~the ~~Early~~ adoption isto have ~~permitted.~~a ~~The~~material ~~Company is currently evaluating the~~ impact ~~ASU 2023-08 will have~~ on its financial statements.

InNote ~~November 2023, the FASB issued ASU No~~4. ~~2023-07,~~Property “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-07 will have on its financial statements.Equipment

Note 4. Property, Plant, and Equipment and Other Assets

Property and equipment consisted of the following:

Schedule of Property and Equipment

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
	As of
	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Land	$	55		$	55
Computer hardware and software		10			10
Bitcoin mining machines		70			70
Infrastructure		1,185			1,185
Containers		403			403
Property and equipment, gross		1,723			1,723
Less: Accumulated depreciation		(~~969~~1,039	)		(~~816~~1,010	)
Property and equipment, net	$	~~754~~684		$	~~907~~713

The Company recorded depreciation expense of $4929 and $~~153~~55 for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively. The Company recorded depreciation expense of $68~~ and ~~$192 for the three and nine months ended September 30~~2024, ~~2023,~~ respectively. ~~For the three and nine months ended September 30, 2023, we exchanged all our S17 miners which were fully depreciated for 35 S19 miners, which resulted in a gain of $0 and $70, respectively.~~

Note 5. ~~Notes~~Note Payable

~~September~~November ~~2022~~2024 Note

On ~~September~~November 121, ~~2022~~2024, the Company ~~entered~~exchanged ~~into~~its apreviously ~~securities~~outstanding ~~purchase~~convertible ~~agreement,~~note ~~pursuant~~for toa ~~which~~new secured note in the ~~Company~~principal ~~borrowed~~amount of $1,~~335~~620 with ~~and~~interest inat ~~exchange~~8% ~~issued~~per annum and a ~~secured~~maturity ~~convertible~~of ~~promissory~~December 31, ~~note~~2025 (the “~~September~~November ~~2022~~2024 Note”). inIn case ~~the principal amount~~ of ~~$1,500 with~~ an ~~original issue~~event ~~discount~~ of ~~$165.~~default ~~Any~~under ~~time~~the ~~prior~~November to2024 aNote, ~~change~~interest ofshall ~~control~~accrue ~~transaction,~~at the ~~September~~lesser ~~2022~~of ~~Note~~(i) ~~was~~a ~~convertible~~rate ~~into~~of 3012% ofper ~~the~~annum ~~outstanding~~or (ii) ~~shares~~the ofmaximum ~~the~~amount ~~Company’s~~permitted ~~common~~by ~~stock~~law, onand once the ~~conversion~~event ~~date~~of ondefault ais ~~post-conversion~~cured, ~~basis (~~the ~~“Conversion~~interest ~~Shares”).~~rate ~~The September~~shall ~~2022~~revert ~~Note~~to ~~had~~8% aper ~~maturity~~annum. Furthermore, ~~date~~under ofthe ~~December~~terms ~~31,~~of ~~2023~~the ~~and~~November ~~bore~~2024 ~~interest~~Note, atan aevent ~~rate~~ of 6%default ~~per~~may ~~annum.~~result, ~~The~~at ~~September~~the ~~2022~~holder’s ~~Note~~election, ~~provided~~in ~~for~~the ~~customary~~accelerated ~~events~~maturity of ~~default,~~ the ~~occurrence~~note, ofin which ~~would~~case ~~result in~~ 110% of the principal of and ~~other~~ accrued ~~amounts~~and ~~outstanding~~unpaid ~~under the~~interest ~~September~~on ~~2022~~the ~~Note~~note towill automatically become ~~immediately~~ due and payable. As of March 31, ~~with~~2025, the ~~interest~~November ~~rate~~2024 ~~increasing~~Note toremained ~~12%~~outstanding. OnThe ~~December~~Company ~~19,~~recorded interest ~~2023,~~expense ~~the~~of ~~Company~~$45 ~~exchanged~~for the ~~September~~three ~~2022~~months ended March 31, 2025. The November 2024 Note was exchanged for a new convertible note of equal face value in September 2025 (see ~~below~~Note 11- Subsequent Events).

AtNew ~~inception,~~Promissory the Company recorded a debt discount of $1,500 and non-cash interest as accretion of debt discount of $5,324. There was no accretion of debt discount recorded during the three and nine months ended September 30, 2024 in connection with the September 2022 Note. ~~During the three and nine months ended September 30, 2023, the Company recorded accretion of debt discount of $373 and $715, respectively.~~

11Also on November 1, 2024, the Company’s lender consolidated three prior short-term loans (totaling $200 principal plus accrued interest) into a single non-convertible promissory note with a principal balance of $242, and an interest rate of 8% per annum (the “New Promissory Note”). The note bears interest at 8% per annum (the “New Promissory Note”). The New Promissory Note matures on December 31, 2025. As of March 31, 2025, the note remained outstanding and the Company had recorded interest expense of $5 for the three-month period. In additiona, at March 31, 2025, the Company had additional short-term promissory notes of $46 due to Project Nickel LLC.

~~December 2023~~ Schedule ~~Note~~of Notes Payable

On December 19, 2023, the Company exchanged the September 2022 Note for a new note (the “December 2023 Note”) with substantially the same terms with the exception of a maturity date of December 31, 2024 and with a conversion feature based on a 40% of the Company’s common stock in a fully diluted basis. The Company accounts for liability classified conversion features and warrants at fair value. As all components of the September 2022 Note are accounted for at fair value both before and after the modification, any changes in the fair value was reflected in earnings. The Company analyzed the cash flows of the plain debt pre and post modifications and concluded that the changes in cash flows were less than 10% and hence modification accounting was applied. The Company continues to amortize the debt discount using the effective interest method of the modified debt. The principal balance of the December 2023 Note is $1,579, has a debt discount of $257, and bears interest at a rate of 6% per annum. During the year ended December 31, 2023, the Company recorded accretion of debt discount of $7 in respect of the December 2023 Note. During the three and nine months ended September 30, 2024, the Company recorded accretion of debt discount of $37 and $199, respectively, in connection with the December 2023 Note. There was no accretion of debt discount recorded during the three and nine months ended September 30, 2023 in connection with the December 2023 Note.

During the three and nine months ended September 30, 2024, the lender converted $0 and $178 of the December 2023 Note into 0 and 126,000,000 shares of Common Stock with a fair value of $0 and $354, respectively. As a result of the conversion of the $0 and $178 of the December 2023 Note, net of $0 and $24 of debt discount and the settlement of $0 and $368 of the related derivative liability, the Company recorded $0 and $147 as a gain on the settlement of debt, respectively, for the three and nine months ended September 30, 2024.

Additionally, the Company issued to the lender three series of warrants (collectively, the “Warrants”). Each of the Series of Warrants is exercisable into 60% of the Conversion Shares and has a term of three years. The Warrants have exercise prices as follows:

● Series X Warrant, the lower of $0.02 and 120% of the closing price on the date of issuance; ● Series Y Warrant, the lower of $0.04 and 150% of the closing price on the date of issuance; and ● Series Z Warrant, the lower of $0.06 and 200% of the closing price on the date of issuance.

In addition to the warrants described above, the Company has previous warrants outstanding whereby it cannot conclude that it has enough authorized and unissued shares to satisfy the settlement requirements for those already outstanding warrants. As a result, the equity environment would be considered tainted, and the conversion feature and the attached warrants are treated as derivative liabilities.

Derivative Liabilities

The Company valued the derivative liability relating to the embedded conversion feature using the Monte Carlo Simulation Method because of the unknown stock price at the future time of conversion. The Monte Carlo Simulation was calculated using the following assumptions:

Schedule of Monte Carlo Simulation Assumption

	September 30, 2024			December 31, 2023
Stock price	$	0.0001		$	0.003
Term (years)		0.25			1.00
Annual volatility		505	%		108.59	%
Annual expected return		0.00	%		10.24	%
Discount rate		4.62	%		4.79	%
Dividend yield		0	%		0	%

The Company’s activity in its convertible debt related derivative liability was as follows for the three and nine months ended September 30, 2024:

Schedule of Derivative Liability Activity

Balance of derivative liability at January 1, 2023	$	3,223
Settlement of derivative liability at debt conversion		(128	)
Change in fair value of derivative liability		249
Balance of derivative liability at December 31, 2023		3,344
Settlement of derivative liability at debt conversion		(284	)
Change in fair value of derivative liability		(384	)
Balance of derivative liability at March 31, 2024		2,676
Settlement of derivative liability at debt conversion		(84	)
Change in fair value of derivative liability		(2,281	)
Balance of derivative liability at June 30, 2024	$	311
Change in fair value of derivative liability		(249	)
Balance of derivative liability at September 30, 2024	$	62

As of September 30, 2024, the fair value of the derivative liability was $62 and for the three and nine months ended September 30, 2024 the Company recorded a gain of $249 and $2,914, respectively, from the change in fair value of derivative liability as non-operating income in the condensed statements of operations. As of September 30, 2023, the fair value of the derivative liability was $1,771 and for the three and nine months ended September 30, 2023 the Company recorded a gain of $1,080 and $1,324, respectively, from the change in fair value of derivative liability as non-operating income in the statements of operations.

Warrant Derivative Liabilities

As of September 30, 2024, the fair value of the warrant derivative liabilities was $167 and for the three and nine months ended September 30, 2024, the Company recorded a gain of $516 and $4,042, respectively, from the change in fair value of derivative warrant liability as non-operating expense in the condensed statements of operations. The Company valued the warrant derivative liabilities other than the warrants issued as part of the debt financing using the Black-Scholes option pricing model using the following assumptions as of September 30, 2024: 1) stock price of $0.0001, 2) exercise prices of $0.003 - 0.05, 3) remaining lives of 1.43 – 2.58 years, 4) dividend yields of 0%, 5) risk free rates of 3.66– 4.59%, and 6) volatility of 249.1 – 334.6%. The Company valued the warrant derivative liability relating to warrants issued in the 2023 debt financing using the binomial lattice model because of the variable exercise price with the following assumptions as of September 30, 2024: 1) stock price of $0.0001, 2) strike prices of $0.007 - $0.012, 3) remaining life of 0.95 years, 4) dividend yield of 0%, 5) risk free rate of 3.94%, and 6) volatility of 554.1%.

As of December 31, 2023, the fair value of the warrant derivative liabilities was $4,253. For the year ended December 31, 2023, the Company recorded a loss of $2,685 from the change in fair value of derivative warrant liability as non-operating income in the statements of operations. The Company valued the warrant derivative liabilities other than the warrants issued as part of the debt financing using the Black-Scholes option pricing model using the following assumptions as of December 31, 2023: 1) stock price of $0.003, 2) exercise prices of $0.03 - 0.12, 3) remaining lives of 2.05 – 2.56 years, 4) dividend yields of 0%, 5) risk free rates of 4.01 – 4.23%, and 6) volatility of 157.7 – 312.4 %. The Company valued the warrant derivative liability relating to warrants issued in the 2022 debt financing using the binomial lattice model because of the variable exercise price with the following assumptions as of December 31, 2023: 1) stock price of $0.004, 2) remaining life of 1.70 years, 3) dividend yield of 0%, 4) risk free rate of 4.23%, and 5) volatility of 344.4%.

The Company’s activity in its warrant derivative liabilities was as follows for the three and nine months ended September 30, 2024 and 2023:

Schedule of Warrant Derivative Liabilities

Balance of warrant derivative liability at January 1, 2023	$	1,727
Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions		(159	)
Change in fair value of warrant derivative liability		2,685
Balance of derivative liability at December 31, 2023		4,253
Transfer in due to issuance of warrants with embedded conversion features		520
Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions		(547	)
Change in fair value of warrant derivative liability		(79	)
Balance of derivative liability at March 31, 2024		4,147
Transfer in due to issuance of warrants with embedded conversion features		213
Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions		(262	)
Change in fair value of warrant liability		(3,414	)
Balance of warrant derivative liabilities at June 30, 2024	$	684
Change in fair value of warrant liability		(517	)
Balance of warrant derivative liabilities at September 30, 2024	$	167

The Company recorded loss on settlement of derivative liability in the amount of $0 and $0 for the three and nine months ended September 30, 2024, respectively. The Company recorded a gain on settlement of derivative liability in the amount of $47 and a loss of $215 for the three and nine months ended September 30, 2023, respectively.

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurement. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.

Schedule of Derivative Liability Fair value

	Level 1		Level 2		Level 3		Fair Value
	September 30, 2024
	Level 1		Level 2		Level 3		Fair Value
Liabilities
Derivative liability	$	-	$	-	$	62	$	62
Warrant derivative liability	$	-	$	-	$	167	$	167

	Level 1		Level 2		Level 3		Fair Value
	December 31, 2023
	Level 1		Level 2		Level 3		Fair Value
Liabilities
Derivative liability	$	-	$	-	$	3,344	$	3,344
Warrant derivative liability	$	-	$	-	$	4,253	$	4,253

Note 6. Loans Payable

As part of a payment to the City of LaFayette, the bank erroneously created a note payable in the amount of $200 in respect of the payment instead of drawing funds from the Company’s account at the bank. The note bore no interest and did not have a maturity date. The note was settled with funds from the Company’s account on January 3, 2023.

On November 20, 2023, the lender of the September 2022 and December 2023 Notes provided the Company with a non-convertible loan in the amount of $25. The loan bears interest at an annual rate of 12% and the maturity date is November 19, 2024. On March 6, 2024, the lender of the September 2022 and December 2023 Notes provided the Company with a non-convertible loan in the amount of $125. The loan bears interest at an annual rate of 12% and the maturity date is March 5, 2025. On April 30, 2024, the lender of the September 2022 and December 2023 Notes provided the company with a non-convertible loan in the amount of $50. The loan bears interest at an annual rate of 12% and the maturity date is April 30, 2025. For the three and nine months ended September 30, 2024, the Company recorded interest expense in the amount of $10 and $18 for these loans.

Loans Payable – Related Party

On August 1, 2023, aan ~~former~~ executive loaned the Company $15. The loan bears interest at an annual rate of 4.43%. A maturity date has not yet been set. For the three ~~and nine~~ months ended ~~September~~March 3031, 2025, and 2024, respectively, the Company recorded $0.1 and $0.51 of interest expense in respect of this loan.

139

Note 76. Leases

The Company is not a party to any leases. As a result, the Company did not record rent expense for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2024~~ 2025 and ~~2023~~2024. The lease liability disclosed on the condensed balance sheet is the loss on lease incentive recorded in April 2023 (See Note 98).

Note 87. Common Stock and Preferred Stock

Common stock

Common Stock Issuances

~~During~~There ~~the~~were ~~three~~no ~~and~~common ~~nine~~stock ~~months~~issuances ~~ended~~during ~~September 30, 2024, $0 and $ 178 of principal of~~ the ~~December~~three ~~2023~~months ~~Note~~ended ~~was~~March ~~converted for the issuance of 0 and 126~~31,~~000,000~~ ~~shares of common stock~~2025.

During the three ~~and nine~~ months ended ~~September~~March 3031, 2024, ~~0 and 62~~8,000,000 shares of common stock were issued in respect of the Lease Agreement and $137 of principal in the then-outstanding note payable was converted into the issuance of 86,000,000 shares of common stock.

~~On June~~Preferred ~~21, 2024, the Company issued 103,500,000 shares of common~~ stock ~~upon the cashless exercise of 3,346,420 warrants.~~

~~Warrants~~On November 1, 2024, the company issued 650,000 shares of Series D Preferred Stock as part of a larger restructuring of our debt. This Series D Preferred Stock was outstanding at March 31, 2025 and December 31, 2024 and each share is convertible into common shares on a one-for-one thousand (1-for-1,000) basis. Additional detail on this Preferred Stock is included in Note 11- Subsequent Events.

OnNote ~~August 5, 2022, the Company sold 22,800,000 shares of common stock and issued three warrants, each to purchase 7,600,000 shares of common stock for consideration of $228,000~~8. ~~Subject~~Commitments ~~to the terms~~ and ~~adjustments in the Warrants, the Warrants are exercisable at initial prices of $0.03, $0.06, and $0.12 per share, for three years from August 5, 2022.~~Contingencies

During the three and nine months ended September 30, 2024, 0 and 226,800,000 warrants, respectively, were issued as a result of the partial conversion of convertible debt and 0 and 617,944,296 warrants, respectively, were issued are a result of an adjustment to the number of X, Y and Z warrants as a result of the terms of the agreement. The Company valued the warrant derivative liability for the 154,800,000 warrants issued using the Black-Scholes option pricing model using the following assumptions on the date of each issuance: 1) stock prices of $0.0005 - $0.0046, 2) exercise prices of $0.0036 - $0.0068, 3) remaining lives of 2.78 – 2.93 years, 4) dividend yields of 0%, 5) risk free rates of 3.66%-4.62%, and 6) volatility of 279.3% - 306.6%. The 298,560,296 warrants that were issued as a result of an adjustment to the number of X, Y and Z warrants were recorded as part of the warrant derivative liability using the binomial lattice model (see Note 5).

The following table summarizes information about shares issuable under warrants outstanding during the three and nine months ended September 30, 2024 and for the period ended December 31, 2023:

Summary of Warrants Outstanding

	Warrant shares outstanding			Weighted average exercise price		Weighted average remaining life		Intrinsic value
Outstanding at January 1, 2023		682,563,502		$	0.06		3.18		-
Issued		551,515,432			-		-		-
Exercised		(31,668,360	)		0.05		-		-
Expired or cancelled		-			-		-		-
Outstanding and exercisable at December 31, 2023		1,202,410,574			0.03		2.75		-
Issued		453,360,000			0.01		-		-
Exercised		-			-		-		-
Expired or cancelled		-			-		-		-
Outstanding and exercisable at March 31, 2024		1,655,770,574			0.01		2.21		-
Issued		391,384,296			0.00364		-		-
Exercised		(3,346,420	)		0.05		-		-
Expired or cancelled		-			-		-		-
Outstanding and exercisable at June 30, 2024		2,043,808,450		$	0.01		2.64	$	-
Issued		-			-		-		-
Exercised		-			-		-		-
Expired or cancelled		-			-		-		-
Outstanding and exercisable at September 30, 2024		2,043,808,450		$	0.01		2.64	$	-

(*) Of the 0 and 844,744,296 shares issued during the three and nine months ended September 30, 2024 and 551,515,432 issued during the year ended December 31, 2023, respectively and 2,043,808,450 and 1,202,410,574 shares outstanding and exercisable at September 30, 2024 and December 31, 2023, respectively, the weighted average exercise price and weighted average remaining life was not included for 1,736,988,738 and 1,417,604,442 warrants, respectively because their amount and exercise price is variable. During the nine months ended September 30, 2024, 226,800,000 warrants were issued as a result of the partial conversion of convertible debt and 617,944,296 warrants were issued are a result of an adjustment to the number of X, Y and Z warrants as a result of the terms of the agreement. See Note 5 for the exercise prices of Series X, Y, and Z warrants. Series X, Y, and Z warrants expire on September 11, 2025.

Note 9. Commitments and Contingencies

Bitcoin Production Equipment and Operations

On March 16, 2023, the Company entered into a ~~partnership agreement (the “~~Partnership Agreement”) and a ~~property~~Property ~~lease agreement (the “~~Lease Agreement”, ~~and~~ (together ~~with the Partnership Agreement~~, ~~collectively,~~ the “~~Agreement~~Agreements”) with ~~another~~ a third-party cryptocurrency mining company (“Tenant”). ~~Pursuant~~Under to the Lease Agreement, the Company agreed to lease ~~to Tenant~~ portions of ~~the~~its ~~Company’s~~ six -acre mining facility in ~~Lafayette~~LaFayette, GAGeorgia, in increments of up to 10ten ~~spaces that are~~ 40-foot ~~feet~~Spaces ~~in length and eight feet in height each~~ (the “Spaces”), ~~together~~each with ~~related utilities~~ access ~~including~~to ~~electricity of~~ up to one megawatt (“MW”) ~~per~~ ~~Space,~~of ~~for~~electrical ~~deploying~~power. ~~mining~~Tenant ~~equipment,~~agreed into ~~exchange~~pay ~~for~~rent ~~rental payments~~ of $5 per Space per month (provided the Spaces ~~are~~were powered) ~~and~~, ~~payment~~plus ofreimbursement ~~the~~for electricity ~~costs~~usage and ~~deposit~~any ~~requirements~~related ~~arising from the Spaces~~deposits. ~~In connection with the Lease Agreement, Tenant agreed to make an initial deposit of $229 for the initial electricity deployment for five MW.~~

~~Pursuant~~In toconnection with the Partnership Agreement, the Company agreed to issue Tenant 500,000 shares of its common stock per month for each rented Space (the “Monthly Issuances”), and to ~~also~~ issue an additional ~~number~~annual ofshare ~~shares~~issuance ~~of common stock annually~~ equal to 100% of the aggregate Monthly ~~Issuances~~ Issuances for ~~the~~that ~~applicable~~ year (the “Annual Issuances,” and together ~~with the Monthly Issuances~~, ~~collectively,~~ the “Issuances”). ~~Further,~~ ~~pursuant~~The toAgreements ~~the~~had ~~Partnership Agreement, the Company provided Tenant with the option (the “Option”) to lend MGT up to $1 million evidenced by~~ a ~~convertible~~term ~~promissory note that is convertible into 25%~~ of ~~the~~24 ~~Company’s outstanding common stock,~~months ~~assuming~~commencing ~~all $1 million is lent,~~ on aApril pro-forma, post-issuance basis (the “Note”), together with an accompanying warrant to purchase 60% of the shares of common stock underlying the Note (the “Warrant”). The terms of the Note and Warrant would be substantially similar to the September 2022 Note and accompanying warrants that were issued by the Company along with that note. If the Option is exercised, the parties may elect to substitute the $1 ~~million purchase price~~, in whole or in part, with equipment and infrastructure improvements to enable the Company to have access to up to an additional 10 MWs of electricity to the facility’s currently available electrical power capacity2023. ~~The Company’s facility currently has electrical capacity of up to 10 MW. The Agreement has a term of 24 months.~~

14The Company determined the transaction should be accounted for on a net basis, and the fair value of the equity should be recorded as a direct deduction from rental revenue. The Company determined that the share issuances would be treated as lease incentives and ASC 842-10-30-5 requires lease incentives to be recorded as a reduction of fixed payments when determining lease payments. The Company concluded that the equity portion of the agreement should be recorded at fair value on the grant date. Upon recording the equity at fair value at the time of issuance and taking into consideration that revenue should be reduced by the fair value of equity, the Company determined that the fair value of the equity exceeds the total cash to be received based on the fair value of the contract at the date of issuance, resulting in a contract loss at inception.

The Company considered the terms of the Option under ASC 815 and concluded that the Option is a non-option embedded derivative with no initial fair value and would not require bifurcation from the host contract. ASC 606 states that consideration payable to a customer should be recorded as a direct reduction to the transaction price. Therefore, the Company determined the transaction should be accounted for on a net basis, and the fair value of the equity should be recorded as a direct deduction from rental revenue. The Company determined that the share issuances would be treated as lease incentives and ASC 842-10-30-5 requires lease incentives to be recorded as a reduction of fixed payments when determining lease payments. The Company concluded that the equity portion of the agreement should be recorded at fair value on the grant date. Upon recording the equity at fair value at the time of issuance and taking into consideration that revenue should be reduced by the fair value of equity, the Company determined that the fair value of the equity exceeds the total cash to be received based on the fair value of the contract at the date of issuance, resulting in a contract loss at inception.

Schedule of Loss at Inception

Total lease payments to be received			$	920~~,000~~
Total shares		FMV on grant date
184,000,000	x	0.006		1,104~~,000~~
Loss at Inception			$	(184~~,000~~	)

The Company applied the guidance under ASU 2021-05 and determined that it would be appropriate to account for the entire loss at commencement and recognize that loss as a future equity commitment. The loss is based on the difference between the amount of cash to be received under the contract and the fair value of the stock to be issued under the contract. As the lease ~~actually~~ commenced on ~~April~~March 116, 2023, the Company began accounting for the lease on that date. At lease inception, the Company recorded a lease incentive loss of $184 and recorded an operating lease liability in the corresponding amount. The lease liability will be reduced over the lease term period in ~~conjunction~~ conjunction with the issuance of the shares. During the three and nine months ended September 30, 2024, the Company received $120 and $359, respectively, issued 54 million and 62 million shares of common stock and reduced the lease liability by $4 and $32.

During the three months ended March 31, 2025 and 2024, respectively, the Company received $100 and $120, reduced the lease liability by $20 and $24, issued 0 and 8,000,000 shares of common stock, and recorded 56,000,000 shares of common stock to be issued. On March 15, 2025, the Lease agreement with the Tenant expired. On March 31, 2025, the Company applied the $45 security deposit as additional rent related to the post-expiration access period and booked a liability of $360 for 88,000,000 shares of common stock potentially issuable under the Agreements.

Legal proceedings

~~From time-to-time,~~The weCompany ~~may~~is benot ~~involved~~a inparty ~~litigation relating~~ to ~~claims~~any ~~arising~~material ~~out~~legal ofproceedings ~~our~~and, ~~operations~~to inmanagement’s ~~the~~knowledge, ~~normal~~no ~~course~~such ofproceedings have ~~business~~been threatened. ~~During~~ From time to time, the ~~period~~Company ~~covered~~may bybe ~~this~~involved ~~report,~~in ~~there~~routine ~~were~~litigation noor ~~material~~claims ~~changes~~that toarise in the ~~description~~ordinary course of ~~legal~~business; ~~proceedings~~however, ~~set~~management ~~forth~~does innot ~~our~~believe ~~Annual~~that ~~Report on~~any ~~Form~~such ~~10-K,~~matters aswill ~~filed~~have ~~with~~a ~~the~~material ~~SEC~~effect on ~~April~~the 16Company’s financial position, results ~~2024~~of operations, or cash flows.

~~Electricity Contract~~10

~~MGT’s~~Note ~~prior electricity agreement with the City of LaFayette expired on September 30, 2021~~9. ~~Following~~Employee ~~the~~Benefit ~~agreement’s expiration, the Company and City of LaFayette continued operating on a month-to-month basis.~~ Plans

~~Note~~The 10Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). ~~Employee~~Under ~~Benefit~~the ~~Plans~~401(k) Plan, the Company may make discretionary contributions of up to 100% of employee contributions. During the three months ended March 31, 2025, and 2024, the Company made contributions to the 401(k) Plan of $0 and $1, respectively.

~~The~~Note ~~Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”)~~10. ~~Under~~Related ~~the~~Party 401(k) Plan, the Company may make discretionary contributions of up to 100% of employee contributions. During the three and nine months ended September 30, 2024, the Company made contributions to the 401(k) Plan of $1 and $3, respectively. During the three and nine months ended September 30, 2023, the Company made contributions to the 401(k) Plan of $1 and $6, respectively.Transactions

~~Note~~Loans ~~11.~~Payable – Related Party ~~Transactions~~

~~The~~On ~~crypto~~August ~~exchange~~1, ~~used~~2023, bya ~~the~~former ~~Company~~executive toloaned ~~monetize~~the ~~its~~Company ~~self-mined Bitcoin experienced difficulties beginning in early 2023 and was ultimately shut down~~$15. The ~~Company~~loan ~~was~~bears ~~unable~~interest toat ~~find~~an aannual ~~suitable~~rate ~~replacement~~of ~~given its low transaction frequency and small trade volumes~~4. ~~As a consequence,~~43%. ~~the~~A ~~Company~~maturity ~~used~~date ahas ~~personal~~not ~~brokerage~~yet ~~account/crypto~~been ~~wallet~~set. ofFor ~~its former CEO to effect~~ the ~~sales~~three ofmonths ~~its~~ended ~~mined~~March ~~Bitcoin.~~31, ~~These~~2025, ~~transactions occurred approximately monthly~~ and ~~were~~2024, ~~executed~~respectively, ~~and documented to provide no cost to~~ the Company ~~and~~recorded ~~no benefit to our former CEO~~$0. ~~This~~1 ~~has~~and ~~been remedied as~~ $0.1 of ~~October~~interest ~~25,~~expense ~~2024~~in ~~and~~respect ~~the~~of ~~Company~~this ~~now has its own account/crypto wallet~~loan.

Accounts Payable – Related Party

During the year ended December 31, 2023, a former executive paid consultants reimbursable by the Company in the amount of $1520, which are outstanding as of ~~December~~March 31, ~~2023~~2025. InDuring the ~~second~~period ~~quarter~~ended ofMarch 31, 2024, ~~the~~an ~~same former~~ executive ~~also~~ paid legal ~~fees~~fee reimbursable by the company ~~Company~~ in the amount of $25~~. As of September 30~~, which ~~2024,~~are ~~the~~outstanding ~~total~~as ~~amount~~ of ~~$40~~March ~~remains~~31, ~~outstanding~~2025.

Note 1211. Subsequent Events

OnThe ~~November 1, 2024, the~~ Company ~~and~~has ~~Project~~evaluated ~~Nickel~~subsequent ~~LLC~~events ~~entered~~through ~~into~~the ~~three~~date ~~agreements:~~these ~~(i)~~unaudited acondensed ~~Convertible~~financial ~~Note~~statements ~~Exchange~~were ~~Agreement;~~available ~~(ii)~~to abe issued ~~Warrant~~and ~~Exchange~~determined ~~and~~that ~~Extinguishment~~the ~~Agreement;~~following ~~and~~material ~~(iii)~~events aoccurred ~~Promissory~~after ~~Note~~March ~~Exchange~~31, ~~Agreement.~~2025:

15On April 1, 2025, the Board of Directors approved a plan to dispose of the Company’s LaFayette, Georgia hosting facility. The Company completed the disposition of the facility and related infrastructure in May 2025. These events occurred after March 31, 2025 and are reported as subsequent events. As disclosed in Note 1, the disposal does not affect classification or presentation as of March 31, 2025.

~~Convertible~~On ~~Note~~May ~~Exchange~~13, ~~Agreement~~2025, the Company completed the sale of its cryptocurrency mining and ~~Issuance~~hosting facility located in LaFayette, Georgia to CSRE Properties LLC for $1,350. The sale included all structures, containers, and electrical infrastructure associated with prior mining operations. Following the sale, all of ~~New~~the ~~Secured~~Company’s ~~Exchange~~mining equipment was placed in storage pending evaluation of redeployment alternatives. The Company used $400 of the cash proceeds to make a partial repayment of principal and accrued interest on the November 2024 Note. In addition, the Company used $262 of the cash proceeds to make full repayment of principal and accrued interest on the New Promissory Note.

~~Pursuant~~On toJune the Convertible Note Exchange Agreement, Project Nickel agreed to exchange the outstanding balance of an Original Issue Discount Secured Convertible Promissory Note dated December 19, 2023, issued in the principal amount of $1,~~578,840~~ ~~with an interest rate of 6% per annum and a maturity date of December 31~~2025, ~~2024 (~~the ~~“Original~~Company ~~Secured~~appointed ~~Convertible~~Jonathan ~~Note”)~~Pfohl (as ~~reported~~Chief inFinancial ~~the~~Officer. ~~Company’s~~Mr. ~~Current Report~~Pfohl onentered ~~Form~~into ~~8-K~~an ~~filed~~employment ~~with~~agreement ~~the SEC on December 20, 2023),~~ providing for ~~(i)~~ a ~~new,~~salary ~~nonconvertible Secured Exchange Note issued on November 1, 2024, in the principal amount~~ of $~~1,620,240~~5 ~~with an interest rate of 8%~~ per ~~annum~~month ~~and~~plus areimbursement ~~maturity date~~ of ~~December~~business 31expenses, ~~2025~~terminable ~~(the~~on ~~“New Secured~~ten ~~Exchange Note”) and~~ (ii10) ~~750,000,000~~business duly authorized, non-assessable unregistered shares of common stock of the Company. In case of an event of default under the New Secured Exchange Note, interest shall accrue at the lesser of (i) a rate of 12% per annum or (ii) the maximum amount permitted by law, and once the event of default is cured, the interest rate shall revert to 8% per annum. Furthermore, under the terms of the New Secured Exchange Note, an event of default may result, at the holderdays’s ~~election, in the accelerated maturity of the note, in which case 110% of the principal of and accrued and unpaid interest on the note will automatically become due and payable~~notice.

~~Warrant~~On ~~Exchange~~June ~~and~~25, ~~Extinguishment~~2025, ~~Agreement~~Paul Taylor resigned as Interim Chief Executive Officer, and ~~Issuance~~Jonathan Pfohl, the Company’s Chief Financial Officer, assumed the additional role of ~~Common~~Interim ~~Stock~~Chief Executive Officer. Mr. Pfohl continues to serve as both CFO and ~~Series~~Interim DCEO ~~Preferred~~of the ~~Stock~~Company.

~~The~~On ~~Company~~July ~~previously~~14, ~~issued to Project Nickel (i) a common stock purchase warrant dated September 12~~2025, ~~2022 (~~the ~~“2022~~Company ~~Warrant”) and~~filed ~~(ii)~~a inPreliminary ~~connection~~Information ~~with~~Statement ~~certain~~on ~~convertible~~Schedule ~~note~~14C ~~conversions,~~to anincrease ~~aggregate~~its ofauthorized ~~334,800,000~~ common stock ~~purchase~~and ~~warrants pursuant~~authorize toa ~~the~~reverse ~~2022~~stock ~~Warrant~~split ~~(the~~within ~~“Conversion~~a ~~Warrants”).~~range ~~In addition, Project Nickel was the holder~~ of ~~warrants~~ratios to ~~purchase~~be ~~shares of~~determined ~~common stock of the Company dated March 5, 2021 and July 21, 2021, which Project Nickel acquired from John Fife or entities affiliated with and controlled~~ by ~~John Fife (~~the ~~“Fife~~Board. ~~Warrants”~~The ~~and~~Definitive ~~together~~Information ~~with~~Statement ~~the~~was ~~2022~~filed ~~Warrants~~on ~~and the Conversion Warrants~~July 25, ~~collectively~~2025, ~~the~~ ~~“Warrants”). Pursuant to the terms~~ and ~~conditions~~mailed ~~of the Warrant Exchange and Extinguishment Agreement, Project Nickel agreed~~ to ~~cancel~~shareholders ~~and extinguish all~~ of ~~the~~record ~~Warrants~~on ~~outstanding~~August ~~and~~7, in2025. ~~exchange,~~The ~~the~~amendment ~~Company agreed~~ to ~~issue~~the toCertificate ~~Project~~of ~~Nickel~~Incorporation ~~600,000,000 shares~~increasing of authorized common stock ofto ~~the~~10 ~~Company~~billion ~~and 650,000~~ shares ofbecame ~~the~~effective ~~Company’s~~in ~~Series~~Delaware Don ~~Preferred~~August ~~Stock. Each share of the Company’s Series D Preferred Stock is convertible at any time into 1~~25,~~000~~ ~~shares of common stock of the Company~~2025.

~~Promissory~~On ~~Note~~September 22, 2025, the Company and Project Nickel LLC entered into a Second Exchange Note Agreement. ~~and~~Project ~~Issuance~~Nickel agreed to exchange the outstanding principal balance of ~~New~~$1,220 on the Secured Exchange Note originally issued November 1, 2024. In consideration, Project Nickel received (i) a new Secured Convertible Promissory Note dated September 22, 2025, in the principal amount of $1,220, bearing interest at 8% per annum and maturing December 31, 2027, and (ii) 500,000,000 shares of common stock. The new note is convertible into common shares at $0.001 per share.

~~The~~Also ~~Company previously issued to Project Nickel~~ on ~~November~~September 2022, ~~2023~~2025, ~~March~~the 6,Company ~~2024~~issued ~~and April 30~~650, ~~2024 certain promissory notes with principal amounts of $25,~~000, ~~$125,~~000, ~~and~~shares ~~$50,000,~~of ~~respectively,~~common ~~and~~stock ~~such~~upon ~~notes,~~conversion ~~including~~of ~~the default principal amount and interest thereon~~650, ~~had~~000 anshares ~~aggregate outstanding balance~~ of ~~$241,590~~Series ~~(the~~D ~~“Existing~~Preferred Stock ~~Promissory~~held ~~Notes”).~~by ~~Pursuant to the Promissory Note Exchange Agreement,~~ Project Nickel. ~~agreed~~The toconverted ~~consolidate~~shares ~~and~~represented ~~exchange~~all ~~the~~outstanding ~~Existing~~Series ~~Promissory~~D ~~Notes~~Preferred ~~for a new single, consolidated Promissory Note dated November 1, 2024, in the principal amount of $241,590 (the “New Promissory Note”)~~Stock. The ~~New~~issuance ~~Promissory~~was ~~Note~~exempt ~~bears~~from ~~interest~~registration ~~at a rate of 8% per annum, payable on a monthly basis, and matures on December 31, 2025. In case of an event of default~~ under ~~the~~ ~~New~~Section ~~Promissory Note, interest shall accrue at the lesser of~~ 3(i) a ~~rate of 12% per annum or~~ )(ii9) ~~the maximum amount permitted by law, and once the event~~ of ~~default is cured,~~ the ~~interest~~Securities ~~rate~~Act ~~shall revert to 8% per annum. Furthermore, under the terms~~ of ~~the New Promissory Note~~1933, anas event of default may result, at the holder’s election, in the accelerated maturity of the New Promissory Note, in which case 110% of the principal of and accrued and unpaid interest on the note will automatically become due and payableamended.

On ~~November~~September 123, ~~2024~~2025, ~~following consummation of~~ the ~~Convertible~~Company ~~Note~~issued ~~Exchange~~(i) ~~Agreement~~100,000,000 shares ~~and~~of ~~the~~common ~~Warrant~~stock ~~Exchange~~to ~~and~~its ~~Extinguishment~~Interim ~~Agreement, Project~~Chief ~~Nickel~~Executive ~~acquired~~Officer and ~~became~~Chief ~~the~~Financial ~~beneficial owner of 2~~Officer,~~000,000,000~~ ~~shares~~Jonathan ofM. ~~the Company’s common stock or common stock equivalents~~Pfohl, ~~including~~ (iii) 1100,~~350,~~000,000 shares of common stock ofto ~~the~~another ~~Company held directly by Project Nickel~~employee, and (iiiii) ~~650~~500,000,000 shares of common stock ofto ~~the~~Director ~~Company~~Michael ~~issuable~~Onghai ~~upon~~in ~~conversion~~exchange offor ~~650,000 shares of Series D Preferred Stock held directly by Project Nickel. that are exercisable within 60 days of~~ the ~~date~~waiver of ~~this filing. As a result of the Transactions, a change~~ $56 in ~~control~~outstanding ~~occurred~~director ~~and~~fees ~~Project~~due ~~Nickel may~~as ~~be deemed to be the beneficial owner~~ of ~~63.7%~~December ~~of the Company’s outstanding common stock on a fully diluted basis. Previously~~31, ~~Streeterville~~ ~~Capital LLC controlled by John M~~2024. Fife was the only shareholder of the Company holding 5% or more of the common stock of the Company. Project Nickel used its working capital to acquire the original notes and warrants that ultimately resulted in the Transactions.

OnThe ~~October 31, 2024, in connection with the~~ Company’s ~~issuance~~continues ~~of 650,000 shares of Series D Preferred Stock~~ to ~~Project~~evaluate ~~Nickel~~potential ~~pursuant to~~strategic ~~the Warrant Exchange~~ and ~~Extinguishment~~financing ~~Agreement,~~opportunities ~~the~~to ~~board~~support offuture ~~directors~~operations ~~of the Company (the “Board”) approved the authorization, issuance~~ and ~~designation~~enhance ~~(the “Designation”) of 1,000,000 shares of the Company’s preferred stock as “Series~~shareholder ~~D Convertible Preferred Stock,” par~~ value $0.~~001~~ ~~per~~Except ~~share~~as ~~(the~~described ~~“Series D Preferred Stock”)~~above, ~~having~~there ~~the~~were ~~voting~~no ~~powers, designations,~~other ~~preferences,~~subsequent ~~limitations,~~events ~~restrictions~~requiring ~~and~~adjustment ~~relative~~to ~~rights~~or ~~set~~disclosure ~~forth~~ in the ~~certificate of designation attached hereto~~accompanying asunaudited ~~Exhibit~~condensed ~~3.1~~financial ~~(the “Certificate of Designation”)~~statements.

~~The material features of the Series D Preferred Stock are as follows:~~11

1. Holders of Series D Preferred Stock are not entitled to vote, except as otherwise expressly provided by law;

2. With respect to any dividends or other distributions, the Series D Preferred Stock ranks in parity to the Common Stock, on an as-converted basis;

3. With respect to any assets of the Company upon a liquidation, dissolution or winding up of the Company, the Series D Preferred Stock ranks in parity to the Common Stock, on an as-converted basis;

4. Shares of Series D Preferred Stock are not redeemable;

5. Shares of Series D Preferred Stock are convertible or exchangeable by holder into shares of Common Stock, at any time such Common Shares are authorized but unissued, on a one-for-one thousand (1-for-1000) basis; and

6. Shares of Series D Preferred Stock are transferrable or assignable without the prior written consent of the Company.

The Certificate of Designation was filed with the Secretary of State of the State of Delaware on October 31, 2024.

Promptly following the filing of the Certificate of Designation, the Company will issue 650,000 shares of Series D Preferred Stock to Project Nickel as partial consideration for Project Nickel agreeing to enter into the Warrant Exchange and Extinguishment Agreement.

On May 13, 2025, the Company and CSRE Properties LLC (“CSRE”) entered into a Purchase and Sale Agreement (“Land Agreement”) for the sale of property owned by the Company at 2076 Foster Miller Drive, LaFayette Georgia (“Property”). The purchase price for the Property was $1,350,000 and was paid at the closing on May 13, 2025. The Company used a portion of the proceeds from the sale to repay outstanding debt and other accrued liabilities. As of the date hereof, the Company has approximately $400,000 in cash remaining from the proceeds of the sale, and an outstanding balance of $1.2 million remaining on the promissory note dated November 1, 2024.

On June 1, 2025, MGT Capital Investments, Inc., (the “Company”) announced that it had appointed Mr. Jonathan Pfohl as its Chief Financial Officer. Since 2024, Mr. Pfohl, 58, has served as the principal of VC Partners Group LLC, a CFO advisory service to companies in early-stage growth and later-stage restructuring. From 2018-2024 he served as the CFO of Virtual Currency Partners LLC, a venture capital group. From 2019-2022 he served as CFO of Liquid Financial USA ,Inc, an early-stage cryptocurrency exchange. From 2013-2018 he served as CFO of Scio Diamond Technology Corp (OTC:SCIO) He received his BS and MBA from the State University of New York at Buffalo. Mr. Pfohl entered into an employment agreement with the Company. The agreement provides for a salary of $5,000 per month, plus reimbursement of out-of-pocket business expenses. The Company or Mr. Pfohl may terminate the agreement on ten (10) business days’ notice. The agreement is attached to this Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. There are no family relationships between Mr. Pfohl and any person associated with the Company.

On June 25, 2025, Paul Taylor resigned as Chief Executive Officer and MGT Capital Investments, Inc., (the “Company”) appointed its current Chief Financial Officer, Mr. Jonathan Pfohl, to the additional position of interim Chief Executive Officer without amendment to the terms of his employment agreement.

Item 2. Management’s discussion and analysis of financial condition and results of operations

This Quarterly Report on Form 10–Q (this “Report”) contains forward–looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward–looking statements. The statements contained herein that are not purely historical are forward–looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward–looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “estimates,” “should,” “expect,” “guidance,” “project,” “intend,” “plan,” “believe” and similar expressions or variations intended to identify forward–looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward–looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward–looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10–K for the fiscal year ended December 31, ~~2023~~2024 as filed with the Securities and Exchange Commission (“SEC”) on ~~April~~November 1610, ~~2024~~2025, in ~~addition~~ addition to other public reports we filed with the SEC. The forward–looking statements set forth herein speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward–looking statements to reflect events or circumstances after the date of such statements.

Executive summary

All dollar figures set forth in this Quarterly Report on Form 10-Q are in thousands, except per-share amounts.

Current Operations

AsDuring the period, the Company’s mining activity also included the use of ~~September~~approximately 30115 third party-owned miners that management considered abandoned. The Company offered third-party owners of miners a hosting service whereby MGT operated and maintained miners for a fixed monthly fee. All miners, ~~2024~~both Company-owned and ~~June~~hosted, 27were housed in a modified shipping container on property owned by the Company in Georgia. On March 15, 2025, the company’s lease with its primary hosting customer expired and the company discontinued its own self-mining activities. As of March 31, 2025, and December 3, 2025, the Company ~~owned~~continued ~~approximately~~to own 35 Antminer S19 Pro miners providing ~~about~~approximately 3 PhPH/s inof hash power for self-mining. These miners were placed in storage pending evaluation of redeployment alternatives.

~~These~~In March 2025, the Company began ~~measures~~evaluating ~~improve~~alternatives ~~utilization~~for its LaFayette, Georgia hosting facility following the expiration of ~~our~~its ~~fixed~~primary ~~asset~~hosting ~~base~~agreement. A plan to dispose of the facility was not approved until April 1, 2025, and ~~better~~the ~~insulate~~disposal usoccurred ~~against~~in May 2025. As such, the ~~volatility~~Company’s analysis and presentation as of ~~self-~~March ~~mining~~31, ~~Bitcoin~~2025 reflect continued operations.

17Subsequent to March 31, 2025, the Company has experienced significant changes in its operations and leadership, including the sale of its Georgia facility, and changes in executive management. As a result, the Company currently does not have active revenue-generating operations and is engaged in a strategic review of its business direction. See Note 11 – Subsequent Events to our financial statements for additional detail.

Critical accounting policies and estimates

Our discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The notes to the unaudited condensed financial statements contained in this Quarterly Report describe our significant accounting policies used in the preparation of the unaudited condensed financial statements. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. We continually evaluate our critical accounting policies and estimates.

We believe the critical accounting policies listed below reflect significant judgments, estimates and assumptions used in the preparation of our unaudited condensed financial statements.

Revenue recognition

~~Cryptocurrency~~Crypto asset mining

	●	Step 1: Identify the contract with the customer
	●	Step 2: Identify the performance obligations in the contract
	●	Step 3: Determine the transaction price
	●	Step 4: Allocate the transaction price to the performance obligations in the contract
	●	Step 5: Recognize revenue when the Company satisfies a performance obligation

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

	●	Variable consideration
	●	Constraining estimates of variable consideration
	●	The existence of a significant financing component in the contract
	●	Noncash consideration
	●	Consideration payable to a customer

18The Company earned Bitcoin mining revenue from two primary sources: the operation of its owned miners and the operation of third-party owned miners that the Company concluded were subject to abandonment. The Company entered into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts were terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company was entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the Blockchain. The terms of the agreement provided that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional share was based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

~~The~~Providing ~~Company~~computing ~~has~~power ~~entered~~to ~~into~~solve ~~digital~~complex ~~asset~~cryptographic ~~mining~~algorithms ~~pools~~in bysupport ~~agreeing~~of tothe ~~terms~~Bitcoin ~~and~~Blockchain ~~conditions,~~(in asa ~~may~~process beknown ~~amended~~as ~~from time to time, with the~~“solving ~~mining~~a ~~pool~~block”) ~~operators~~is toan ~~provide~~output ~~computing~~of ~~power to~~ the ~~mining~~Company’s ~~pool~~ordinary activities. The ~~contracts~~provision ~~are~~of ~~terminable~~providing atsuch ~~any~~computing ~~time~~power bywas ~~either~~the ~~party~~only performance ~~and~~obligation in the Company’s ~~enforceable~~agreements ~~right~~with tomining ~~compensation~~pool ~~only~~operators. ~~begins~~The ~~when~~transaction consideration the Company ~~provides~~received, if ~~computing~~any, ~~power~~was tononcash ~~the~~consideration, ~~mining~~which ~~pool~~the ~~operator. In~~Company ~~exchange~~measured ~~for~~at ~~providing~~fair ~~computing~~value ~~power~~on to the ~~mining~~date ~~pool~~received, ~~the~~which ~~Company~~ is ~~entitled~~not tomaterially adifferent ~~fractional~~than the ~~share~~fair ofvalue ~~the~~at ~~fixed~~contract ~~cryptocurrency award~~inception or the ~~mining~~time ~~pool~~the ~~operator~~Company ~~receives~~earned ~~(less~~the ~~digital~~award ~~asset~~from ~~transaction~~the ~~fees~~pools. toThe ~~the~~consideration ~~mining~~was ~~pool~~all ~~operator~~variable. ~~which~~Because it ~~are~~is ~~recorded~~not asprobable that a ~~component of~~significant ~~cost~~reversal of ~~revenues),~~cumulative ~~for~~revenue ~~successfully~~would ~~adding~~not aoccur, ~~block to~~ the ~~Blockchain.~~consideration ~~The~~was ~~terms~~constrained ofuntil the ~~agreement provide that neither party can dispute~~mining ~~settlement~~pool ~~terms~~operator ~~after~~successfully 35placed ~~days~~a ~~following~~block ~~settlement.~~(by ~~The~~being ~~Company’s~~the ~~fractional~~first ~~share~~to issolve ~~based~~an onalgorithm) ~~the~~and ~~proportion of computing power~~ the Company ~~contributed~~received toconfirmation of the ~~mining~~consideration it ~~pool~~received, ~~operator~~at towhich ~~the~~time ~~total~~revenue ~~computing~~was ~~power~~recognized. ~~contributed~~There bywas ~~all~~no ~~mining~~significant ~~pool~~financing ~~participants~~component in ~~solving the~~these ~~current algorithm~~transactions.

Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin Blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of such computing power is the only performance obligation in the Company’s agreements with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration in the form of digital assets, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is therefore variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

Hosting Revenues

We ~~receive~~received revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $1558 and $~~164~~85 from these sources during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 ~~respectively. The Company recognized $75~~ and ~~$240~~ ~~from these sources during the three and nine months ended September 30~~2024, ~~2023~~ respectively. During the three ~~and nine~~ months ended ~~September~~ 30March 31, 2025 and 2024, one customer accounted for 100% ~~and~~of ~~three~~hosting ~~customers accounted for 100%~~revenue, respectively,. ofAfter a hosting ~~revenue.~~agreement ~~During~~ expired, the ~~three~~Company ~~and~~no ~~nine~~longer ~~months~~recognized ~~ended~~hosting ~~September~~revenue ~~30, 2023, two customers accounted~~ for ~~100%~~the ~~and~~related ~~91% respectively, of hosting revenue~~miners.

Property and Equipment

~~Impairment of long-lived assets~~13

Derivative Instruments

Recent accounting pronouncements

See Note 3 to our unaudited condensed financial statements appearing in Part I, Item 1 of this Report for Recent Accounting Pronouncements.

Results of operations

Three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

Revenues

Our revenues for the three months ~~September~~ended 30March 31, ~~2024~~2025 decreased by $3015, or 3315%, to $6287, as compared to $92102 for the three months ended ~~September~~March 3031, ~~2023~~2024. Our revenue is partly derived from cryptocurrency mining, which totaled $4729 for the three months ended ~~September~~March 3031, ~~2024~~2025 and $17 during the three months ended ~~September~~March 3031, ~~2023~~2024. The increase in revenues ~~from~~compared ~~our~~to ~~cryptocurrency~~the ~~mining~~prior ~~activity~~year ~~for~~reflects ~~this~~higher ~~period~~Bitcoin production, isincluding ~~due~~the touse aof ~~slight~~additional ~~increase~~equipment inowned ~~mining~~by ~~revenues~~third ~~from~~parties that the ~~previous~~company ~~year~~considers abandoned.

We also receive revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $1558 and $7585 during the ~~three~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The decrease in revenues for this period is due to ~~slightly~~the ~~lower~~ reduced number of ~~customers~~miners ~~and~~for third ~~party~~parties ~~miners~~ from the previous year and the expiration of our hosting agreement with our primary tenant in early March 2025.

Because our revenue is dependent upon mining and related activities with respect to Bitcoin, and the price and market for Bitcoin and other cryptocurrencies remain volatile and uncertain due to numerous factors including the lack of widespread acceptance of Bitcoin, regulatory actions that have or may be implemented or considered with respect thereto, and general economic conditions including the potential for a recession in the near term, management cannot predict, estimate or advise with certainty the revenue trends that the Company may experience in its current or any future operations following the periods covered in this Report.

Operating Expenses

Operating expenses for the three months ended ~~September~~March 3031, ~~2024~~2025 decreased by $2978 or 824%, to $~~355~~251, as compared to $~~384~~329 for the three months ended ~~September~~ 30March 31, ~~2023~~2024. The decrease in operating expenses was primarily due to a decrease in cost of revenue of $2517 and a decrease in general ~~and~~ and administrative expenses of $461.

The decrease in cost of revenue of $2517 or 2018% to $~~103~~78 for the three months ended ~~September~~March 3031, ~~2024~~2025, as compared to $~~128~~95 for the three months ended March ~~September 30~~31, ~~2023~~2024 was primarily due to decreased ~~electricity~~depreciation costs ~~and depreciation~~. The decrease in general and administrative expenses of $461 or 226%, to $~~252~~173 for the three months ended ~~September~~March 3031, ~~2024~~2025, as compared to $~~256~~234 for the three months ended ~~September 30~~March 31, ~~2023~~2024, was primarily due to a decrease in legal and professional fees of $117, decrease in payroll-related ~~fees~~expenses of $2170, ~~offset~~a decrease in investor relations, offset by an increase in consulting fees of $2519.

Other Income and Expense

For the three months ended ~~September~~March 3031, ~~2024~~2025, non–operating ~~income~~expense of $~~697~~50 consisted primarily of gain on the change in fair value of warrant derivative liabilities of $516, gain on the change in fair value of derivative liability of $249, other income of $1 offset by accretion of debt discount of $37, and interest expense ~~of $32~~. ~~For~~During the ~~three~~comparable period ~~months~~ ended ~~September~~March 3031, ~~2023~~2024, non–operating income of $~~993~~523 consisted primarily of a gain on the change in fair value of ~~warrants~~warrant derivative liabilities ~~liability~~ of $~~250~~106, a gain inon the change in fair value of derivative liability of $1384,~~080,~~ a gain on settlement of ~~derivative~~debt of $47106, aother ~~gain on settlement~~ income of ~~debt of~~ $105, ~~and interest income of $2 partially offset by~~ accretion of debt discount of $~~373~~54 and interest expense of $2324.

Nine months ended September 30, 2024 and 2023

Revenues

Our revenues for the nine months September 30, 2024 decreased by $45, or 15%, to $252, as compared to $297 for the nine months ended September 30, 2023. Our revenue is partly derived from cryptocurrency mining, which totaled $88 for the nine months ended September 30, 2024 and $57 during the nine months ended September 30, 2023. The increase in revenues from our cryptocurrency mining activity for this period is due to a slight increase in mining revenues from the previous year.

We also receive revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $164 and $240 during the months ended September 30, 2024 and 2023, respectively. The decrease in revenues for this period is due to lower number of hosting customers from the previous year.

Operating Expenses

Operating expenses for the nine months ended September 30, 2024 decreased by $259 or 19%, to $1,107, as compared to $1,366 for the nine months ended September 30, 2023. The decrease in operating expenses was primarily due to a decrease in cost of revenue of $53 and a decrease in general and administrative expenses of $206.

The decrease in cost of revenue of $53 or 15% to $302 for the nine months ended September 30, 2024, as compared to $355 for the nine months ended September 30, 2023 was primarily due to decreased electricity and depreciation costs. The decrease in general and administrative expenses of $206 or 20%, to $805 for the nine months ended September 30, 2024, as compared to $1,011 for the nine months ended September 30, 2023, was primarily due to a decrease in legal and professional fees of $203, decrease in payroll fees of $42, offset by an increase in consulting services of $10, and a decrease in audit fees of $50.

Other Income and Expense

For the nine months ended September 30, 2024, non–operating income of $6,827, consisted primarily of gain on the change in fair value of warrant derivative liabilities of $4,042, gain on the change in fair value of derivative liability of $2,914, gain on settlement of debt of $147, other income of $6, offset by accretion of debt discount of $199, and interest expense of $83. For the nine months ended September 30, 2023, non–operating income of $390 consisted primarily of a gain in change in fair value of derivative liability of $1,324, a gain in fair value of warrants derivative liability of $166, a gain on exchange of property and equipment of $70, a gain on settlement of debt of $10 and interest income of $2 partially offset by accretion of debt of $715, a loss on settlement of derivative of $215, lease incentive loss of $184, and interest expense of $68.

Liquidity and capital resources

Sources of Liquidity

We have historically financed our business through the sale of debt and equity interests.

InOn ~~September~~November ~~2023~~1, ~~we raised $1~~2024,~~335~~ ~~from~~ the ~~sale~~Company ofcompleted a ~~$1,500~~comprehensive ~~Original~~debt ~~Issue~~restructuring ~~Discount Secured Convertible Promissory Note~~ (the “~~Note”). The~~Project ~~Note:~~Nickel (iTransaction”) isthat ~~convertible into 30% of the Company’s outstanding shares of the Company’s common stock on the conversion~~consolidated ~~date~~prior ofconvertible ~~the~~instruments ~~Note~~and ~~on a post~~short-~~conversion~~term ~~basis,~~loans ~~(ii)~~into ~~matures~~new ~~December~~notes ~~31,~~with ~~2024~~fixed ~~and~~conversion ~~(iii)~~terms. ~~bears~~As anpart ~~interest rate~~ of 6%this ~~per annum. In addition~~transaction, the Company issued to(i) ~~the~~a ~~investor~~new ~~three~~convertible ~~series~~promissory ofnote ~~warrants~~with ofa ~~which~~principal ~~each~~balance of ~~the~~$1,620, ~~warrants~~bearing isinterest ~~exercisable~~at ~~into 60~~8% ofper ~~the~~annum ~~Conversion~~and ~~Shares.~~maturing InDecember ~~August 2023~~31, ~~the Company also issued to one investor 22~~2025,~~800,000~~ ~~shares of common stock~~ and ~~22,800,000~~(ii) ~~warrants~~a tonew ~~purchase~~non-convertible ~~common stock~~promissory ~~for~~note ~~consideration~~with ofa ~~$228.~~principal ~~The~~balance ~~Note provides for customary events~~ of ~~default~~$242, ~~the~~bearing ~~occurrence~~interest ofat ~~which would result in 110~~8% ~~the~~ ~~principal~~per annum and ~~other~~maturing ~~accrued~~December ~~amounts~~31, ~~outstanding~~2025. ~~under~~The ~~the~~restructuring ~~September~~also ~~2023~~eliminated ~~Note~~all topreviously ~~become~~outstanding ~~immediately~~derivative ~~due~~liabilities and ~~payable~~preferred stock, ~~with~~simplifying the ~~interest rate~~Company’s ~~increasing~~capital ~~to 12%~~structure.

On March 1615, ~~2023~~2025, the Company’s ~~entered~~lease ~~into~~with aits ~~partnership~~primary ~~agreement~~hosting ~~(the~~customer ~~“Partnership Agreement”) and a property lease agreement (the “Lease Agreement~~expired, and ~~together with~~ the ~~Partnership~~Company ~~Agreement,~~discontinued ~~collectively,~~its ~~the~~own ~~“Agreement”) with another cryptocurrency~~ self-mining operations ~~company~~at ~~(“Tenant”)~~the ~~pursuant~~LaFayette, toGeorgia ~~which~~facility. ~~the~~The ~~Company~~related ~~agreed to~~ lease toand ~~Tenant~~partnership ~~portions~~arrangements ofceased, and the Company’s ~~six acre~~remaining mining ~~facility~~equipment inwas ~~Lafayette,~~placed GA in ~~increments~~storage ofpending upevaluation toof 10redeployment ~~spaces~~alternatives. ~~that~~The ~~are~~sale 40of ~~feet~~the inLaFayette ~~length and eight feet in height each (“Spaces”)~~facility, which ~~together~~occurred ~~with~~after ~~related~~March ~~utilities access including electricity of up to one megawatt (“MW”) per Space~~31, ~~for deploying mining equipment~~2025, inwas ~~exchange~~executed ~~for~~primarily ~~rental~~to ~~payments~~reduce ofdebt ~~$5 per Space per month (provided the Spaces are powered)~~ and ~~payment~~improve ~~of the electricity costs and deposit requirements arising from the Spaces~~liquidity. InManagement ~~connection~~does ~~with~~not ~~the~~consider ~~Lease~~this ~~Agreement, Tenant agreed~~ transaction to ~~make~~represent ana ~~initial~~strategic ~~deposit of~~shift ~~$229~~in ~~for~~ the ~~initial electricity deployment for five MW. Further, pursuant to the Partnership Agreement, the~~ Company’s ~~provided~~business ~~Tenant with~~under ~~the~~ASC ~~option (the “Option”) to lend MGT up to $1 million~~205-20. ~~The Partnership Agreement has a term of 24 months.~~

We have incurred significant operating losses since inception and continue to generate losses from operations and as of ~~September~~March 3031, ~~2024 have~~2025 have an accumulated deficit of $426,~~067~~732. At ~~September~~March 3031, ~~2024~~2025, our cash and cash equivalents were $01, and our working capital deficit was $23,~~944~~386.

The Company will need to raise additional capital to pay the outstanding convertible note, fund operating losses, and maintain and grow its operations as intended over the next 12 months. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. The Company’s ability to raise additional capital will also be impacted by the volatility of Bitcoin, regulatory developments with respect to cryptocurrencies generally, inflation, high internet rates, the banking crisis, the war in Ukraine, and the possibility of recession, all of which are highly uncertain, cannot be predicted and could have an adverse effect on the Company’s business and financial condition and its ability to raise capital. The issuance of any ~~additional~~ additional shares of common stock, preferred stock or convertible securities could be substantially dilutive to our shareholders. Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these ~~unaudited~~ unaudited condensed financial statements. The accompanying unaudited condensed financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be be unable to continue as a going concern.

21The price of Bitcoin is volatile, and fluctuations are expected. Declines in the price of Bitcoin have had a negative impact on our operating results and liquidity and could harm the price of our common stock. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world. Since we record revenues partly based on the price of earned Bitcoin and we may retain such Bitcoin as an asset or as payment for future expenses, the relative value of such revenues may fluctuate, as will the value of any Bitcoin we retain.

The ~~price~~high ~~of Bitcoin is volatile,~~ and ~~fluctuations~~low ~~are~~exchange ~~expected.~~rates ~~Declines~~per ~~in the price of~~ Bitcoin ~~have~~for ~~had a negative impact in our operating results and liquidity and could harm~~ the ~~price~~quarter ofended ~~our~~March ~~common stock. Movements may be influenced by various factors~~31, ~~including~~2025, ~~but~~as ~~not limited~~reported ~~to, government regulation, security breaches experienced~~ by ~~service providers~~Coindesk.com, aswere ~~well~~approximately as$106 ~~political~~ and ~~economic uncertainties~~ ~~around~~$77 ~~the world~~respectively. ~~Since~~The wehigh ~~record revenues partly based on the price of earned Bitcoin~~ and welow ~~may~~exchange ~~retain~~rates ~~such~~per Bitcoin ~~as an asset or as payment~~ for ~~future expenses,~~ the ~~relative~~year ~~value~~ended ofDecember ~~such~~31, ~~revenues may fluctuate~~2024, as ~~will~~reported ~~the~~by ~~value~~Coindesk.com, ofwere approximately ~~any~~$106 ~~Bitcoin~~and we$39 ~~retain~~respectively.

The high and low exchange rate per Bitcoin for the quarter ending September 30, 2024 were approximately $73 and $39 respectively. The high and low exchange rate per Bitcoin for the year ending December 31, 2023 were approximately $44 and $17 respectively.14

Impact of Inflation

Beginning in 2023, there has been a sharp rise in inflation in the U.S. and globally. ~~Given~~The ~~our~~impact on Bitcoin mining ~~operations,~~is ~~the~~an ~~most~~increase ~~significant impact~~in ~~has been on~~ electricity and mining equipment costs. Further, Federal Reserve interest rate increases and bank failures could result in a recession, which may have an adverse impact on our operations, be it directly and/or through third parties on which our operations and revenue depends.

~~Cryptocurrency Market~~Strategic ~~Developments~~Outlook

~~Cryptocurrencies and~~Following ~~related activities are characterized by numerous risks and uncertainties, including~~ the ~~possibility~~sale ~~for~~of ~~adverse~~its ~~developments such~~mining asfacility ~~regulatory~~and ~~actions,~~cessation ~~bans~~of ormining ~~restrictions~~operations, ~~declines in~~ the ~~price~~Company ~~of,~~is ~~demand~~focused ~~for~~on orrestructuring ~~public~~its ~~perception~~balance ~~of cryptocurrencies~~sheet, ~~theft,~~evaluating ~~fraud, hacking,~~new ~~manipulation~~business ~~or malicious coding, price volatility, the potential for one cryptocurrency to branch into two, variations among~~opportunities ~~and~~that ~~the~~leverage ~~potential~~its ~~for~~public-company ~~adverse changes to blockchain algorithms~~platform, and ~~other~~SEC ~~external~~reporting ~~forces beyond our control~~compliance. ~~The~~Potential ~~cryptocurrency~~areas ~~industry is~~under ~~characterized~~evaluation byinclude afinancial ~~high~~technology, blockchain ~~level~~infrastructure ~~of volatility~~services, and ~~the collapse in the prices of most popular cryptocurrencies such as Bitcoin and Ethereum has cast doubt on the future of cryptocurrency~~digital-~~focused~~asset ~~businesses such as ours~~management. ~~This~~Management ~~trend~~expects ~~was~~to ~~further~~announce ~~impacted by the recent controversy and failure surrounding FTX,~~ a ~~cryptocurrency~~defined ~~exchange~~strategic ~~that~~direction ~~collapsed~~in ~~after its Chief Executive Officer was accused of fraud and misappropriation~~future ~~of corporate funds~~filings. ~~Since then, certain other cryptocurrency-focused companies have filed for bankruptcy, and three major U.S. banks with involvement in cryptocurrencies collapsed.~~

Cash Flows

	Nine months ended September 30,
	Three Months ended March 31,
	2024			2023
	2025			2024
Cash (used in) provided by
Operating activities	$	(~~472~~131	)	$	(~~304~~177	)
Investing activities		-			-
Financing activities		~~464~~126			40195
Net decrease in cash and cash equivalents	$	(8	)	$	(264	)
Net increase (decrease) in cash and cash equivalents	$	(5	)	$	18

Operating activities

Net cash used inby operating activities was $~~472~~131 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 as compared to net cash used in operating activities of $~~304~~177 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. Cash used inby operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024, primarily~~2025 primarily consisted of a net ~~income~~loss of $~~5,972~~214 offset by non-cash ~~net~~ gain of $~~6,751~~29 which includes depreciation of $153, gain on the change in fair value of derivative liability of $2,914, gain on the change in fair value of warrant derivative liability of $4,042, gain on settlement of debt of $147, amortization of note discount of $199 and cash provided by working capital of $~~307~~54.

~~Net~~Cash ~~cash~~ used in operating activities ~~was $304~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 ~~as compared to net cash used in operating activities of $1,436 for the nine months ended September 30, 2022. Cash used in operating activities for the nine months ended September 30, 2023~~ primarily consisted of a net ~~loss~~income of $~~679~~296 ~~adjusted~~offset by non-cash gain ~~activities~~ of $~~264~~487 which includes depreciation of $55, gain on the change in fair value of derivative liability of $1384,~~324,~~ gain on the change in fair value of warrant derivative liability of $~~166~~106, ~~gain~~amortization ~~on sale~~ of ~~property~~note ~~and equipment of $70 and gain on settlement of debt of $10, partially offset by accretion of debt~~ discount of $~~715~~54, ~~loss~~gain on settlement of ~~derivative~~debt of $~~215~~106, ~~depreciation of $192~~ and ~~loss on lease incentive of $184, and~~ cash provided by working capital of $~~639~~14.

Investing activities

Net cash used in investing activities was $0 and $0 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 respectively.

Financing activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, ~~net~~ cash ~~provided~~used by financing activities was $~~464~~126 which consisted of proceeds from ~~issuance of~~common stock to be issued under lease agreement and proceeds from loans payable.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, ~~net~~ cash ~~provided~~used byin financing activities was $40195 which consisted of ~~cash~~ proceeds ~~for~~from ~~the~~ issuance of ~~common~~stock ~~shares~~ under ~~the~~ lease agreement ~~of $220~~ and proceeds from ~~notes~~loans payable~~, related party of $20 offset by the repayment of a bank loan of $200~~.

Off–balance sheet arrangements

As of ~~September~~March 3031, ~~2024~~2025, we had no obligations, assets or liabilities which would be considered off–balance sheet arrangements. We do do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as as variable interest entities, which would have been established for the purpose of facilitating off–balance sheet arrangements.

Item 3. Quantitative and qualitative disclosures about market risk

Not applicable.

Item 4. Controls and procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our ~~Interim~~Chief ~~Principal~~ Executive Officer ~~and Chief Financial Officer~~, as appropriate to allow timely decisions regarding required disclosures. As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our ~~Interim~~Chief ~~Principal~~ Executive Officer (our principal executive officer and ~~Chief~~principal ~~Financial~~financial ~~Officer~~officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September~~March 3031, ~~2024~~2025. Based on this evaluation, our Interim ~~Principal~~ ~~Executive Officer and~~ Chief ~~Financial~~Executive Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective as ofMarch ~~September 30~~31, ~~2024~~2025 due to the following material weakness in our internal control over financial reporting: Our small number of employees does not allow for sufficient segregation of duties and independent review of duties performed.

Limitations on Internal Control over Financial Reporting

An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design safeguards into the process ~~safeguards~~ to reduce, though not eliminate, this risk.

Management’s Quarterly Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and with the participation of our management, including our ~~Interim~~Chief ~~Principal~~ Executive Officer (our principal executive officer and ~~Chief~~principal ~~Financial~~financial ~~Officer~~officer), we performed a complete documentation of the Company’s significant processes and key controls, and conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of ~~September~~March 3031, ~~2024~~2025.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~September~~March 3031, ~~2024~~2025, there were no changes to internal control over financial reporting.

2316

PART II. OTHER INFORMATION

Item 1. Legal proceedings

From time- to- time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. During the period covered by this Report, there were no material changes to the description of legal proceedings set forth in our Annual Report on Form 10-K, for the fiscal year ended December 31, ~~2023~~2024, as filed with the SEC on ~~April~~November 1610, ~~2024~~2025.

Item 1A. Risk factors

There are no additional risk factors other than those discussed in our Annual Report on Form 10–K, as filed with the SEC on ~~April 16,~~November ~~2024~~10, 2025.

Item 2. Unregistered sales of equity securities and use of proceeds

~~During~~No ~~the~~unregistered ~~nine~~sales ~~months ended September 30, 2024, the Company issued 226,800,000 shares of common stock in respect of partial conversions of the December 2023 Note~~occurred.

During the nine months ended September 30, 2024, the Company issued 62,000,000 shares of common stock to Minerset Farms in accordance with the terms of the property lease agreement. In issuing the securities described above, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On April 26, 2024, the Company issued 54,000,000 shares of common stock to Minerset Farms in accordance with the terms of the property lease agreement. In issuing the securities described above, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On April 30, 2024, the Company issued 40,000,000 shares of common stock in respect of partial conversions of the December 2023 Note.

On June 21, 2024, MGT Capital Investments, Inc. (the “Company”) issued 103,500,000 shares of common stock upon the cashless exercise of 3,346,420 warrants. In issuing the securities described above, the Company relied upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933.

Item 3. Defaults upon senior securities

None.

Item 4. Mine safety disclosures

Not applicable.

Item 5. Other information

None.

Item 6. Exhibits

31		Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of ~~Interim~~Principal ~~Chief~~ Executive Officer and ~~Chief~~Principal ~~Financial~~Accounting Officer*
32		Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of ~~Interim~~Principal ~~Chief~~ Executive Officer and ~~Chief~~Principal Financial Officer*
101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File*
*		Filed herewith

2417

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MGT CAPITAL INVESTMENTS, INC
Date: June 27, 2025	By:	/s/ Jonathan Pfohl
Date: December 3, 2025	By:	/s/ Jonathan M. Pfohl
		Jonathan Pfohl
		Jonathan M. Pfohl Interim Chief Executive Officer & Chief Financial Officer
		Interim Chief Executive Officer and Chief Financial Officer

2518

Filing Compare · MGT CAPITAL INVESTMENTS, INC.