UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 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 December 512, 2025, there were 4,340,670,903 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 ~~JUNE~~SEPTEMBER 30, 2025

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Condensed Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	1
Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	1
Condensed Statements of Operations (Unaudited) for the three and six months ended June 30, 2025 and 2024	2
Condensed Statements of Operations (Unaudited) for the three and nine months ended September 30, 2025 and 2024	2
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the three and six months ended June 30, 2025 and 2024	3
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the three and nine months ended September 30, 2025 and 2024	3
Condensed Statements of Cash Flows (Unaudited) for the six months ended June 30, 2025 and 2024	4
Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 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	1214
Item 3. Quantitative and qualitative disclosures about market risk	1618
Item 4. Controls and procedures	1618
PART II. OTHER INFORMATION
Item 1. Legal proceedings	1720
Item 1A. Risk factors	1720
Item 2. Unregistered sales of equity securities and use of proceeds	1720
Item 3. Defaults upon senior securities	1720
Item 4. Mine safety disclosures	1720
Item 5. Other information	1720
Item 6. Exhibits	1720
Signatures	1821

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MGT CAPITAL INVESTMENTS, INC.

BALANCE SHEET

(Dollars in thousands, except per-share amounts)

(Unaudited)

	September 30,			December 31,
	2025			2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	32		$	6
Accounts receivable		-			45
Other current assets		4			-
Total current assets		36			51

Non-current assets
Property and equipment, at cost, net		-			713
Total assets	$	36		$	764

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	452		$	532
Accounts payable - related party		45			45
Accounts payable		45			45
Accrued expenses and other payables		326			473
Security deposit		-			45
Note payable		-			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		1,198			3,252

Non-current liabilities
Convertible note payable, net of unamortized debt discount of $50		1,170			-
Total liabilities		2,368			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 September 30, 2025 and December 31, 2024.		-			-
Series B preferred stock, $0.001 par value, 10,000 shares authorized. No shares issued or outstanding at September 30, 2025 and December 31, 2024.		-			-
Series C convertible preferred stock, $0.001 par value, 200 shares authorized. 0 shares issued and outstanding at September 30, 2025 and December 31, 2024.		-			-
Series D convertible preferred stock, $0.001 par value, 1,000,000 shares authorized. 0 and 650,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.		-			1
Preferred stock, value		-			1
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 4,340,670,903 and 2,490,670,903 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.		4,341			2,491
Additional paid-in capital		419,815			421,538
Accumulated deficit		(426,488	)		(426,518	)
Total stockholders’ deficit		(2,332	)		(2,488	)

Total Liabilities and Stockholders’ Deficit	$	36		$	764

	June 30,			December 31,
	2025			2024
Assets
Current assets
Cash and cash equivalents	$	254		$	6
Accounts receivable		-			45
Other current assets		4			-
Total current assets		258			51
Non-current assets
Property and equipment, at cost, net		-			713
Total assets	$	258		$	764
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	480		$	532
Accounts payable - related party		45			45
Accounts payable		45			45
Accrued expenses and other payables		394			473
Security deposit		-			45
Note payable		1,220			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		2,514			3,252
Total liabilities		2,514			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 June 30, 2025 and December 31, 2024.		-			-
Series B preferred stock, $0.001 par value, 10,000 shares authorized. No shares issued or outstanding at June 30, 2025 and December 31, 2024.		-			-
Series C convertible preferred stock, $0.001 par value, 200 shares authorized. 0 shares issued and outstanding at June 30, 2025 and December 31, 2024.		-			-
Series D convertible preferred stock, $0.001 par value, 1,000,000 shares authorized. 650,000 shares issued and outstanding at June 30, 2025 and December 31, 2024.		1			1
Preferred stock, value		1			1
Common stock, $0.001 par value; 10,500,000,000 shares authorized; 2,490,670,903 shares issued and outstanding at June 30, 2025 and December 31, 2024.		2,491			2,491
Additional paid-in capital		421,538			421,538
Accumulated deficit		(426,286	)		(426,518	)
Total stockholders’ deficit		(2,256	)		(2,488	)
Total Liabilities and Stockholders’ Deficit	$	258		$	764

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

MGT CAPITAL INVESTMENTS, INC.

~~CONDENSED~~ STATEMENTS OF OPERATIONS

(Dollars in thousands, except per-share amounts)

(Unaudited)

	2025			2024			2025			2024
	For the Three Months ended June 30,						For the Six Months ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue
Bitcoin mining	$	-		$	2447		$	29		$	4188
Hosting services		-			6415			58			~~149~~164
Total revenue		-			8862			87			~~190~~252
Operating expenses
Cost of revenue		11-			~~104~~103			89			~~199~~302
General and administrative		~~176~~227			~~319~~252			~~349~~576			~~553~~805
Total operating expenses		~~187~~227			~~423~~355			~~438~~665			~~752~~1,107
Operating loss		(~~187~~227	)		(~~335~~293	)		(~~351~~578	)		(~~562~~855	)
Other non-operating income (expense)
Interest expense		(4326	)		(2732	)		(93119	)		(5183	)
Change in fair value of warrant derivative liability		-			~~3,420~~516			-			34,~~526~~042
Change in fair value of derivative liability		-			~~2,281~~249			-			2,~~665~~914
Accretion of debt discount		-			(~~108~~37	)		-			(~~162~~199	)
Gain on sale of property		676			-			676			-
Gain on sale of property and equipment		-			-			676			-
Gain on settlement of debt		-			41-			-			147
Other income		-51			-1			-51			56
Total non-operating income		633			5,607			583			6,130
Total non-operating income (expense)		25			697			608			6,827
Net income	$	446		$	5,272		$	232		$	5,568
Net income (loss)	$	(202	)	$	404		$	30		$	5,972
Per-share data
Basic net income per share	$	0.00		$	0.01		$	0.00		$	0.01
Basic net income (loss) per share	$	(0.00	)	$	0.00		$	0.00		$	0.01
Basic weighted average number of common shares outstanding		2,~~490~~664,~~670~~040,~~903~~468			1,~~020~~140,~~962~~670,~~112~~903			2,~~490~~549,~~670~~095,~~903~~811			~~964~~1,~~572~~023,~~002~~700,100
Fully diluted net income per share	$	0.00		$	0.01		$	0.00		$	0.01
Fully diluted net income (loss) per share	$	(0.00	)	$	0.00		$	0.00		$	0.01
Fully diluted weighted average number of common shares outstanding		32,~~140~~664,~~670~~040,~~903~~468			1,~~020~~140,~~962~~670,~~112~~903			32,~~140~~589,~~670~~323,~~903~~504			~~964~~1,~~572~~023,~~002~~700,100

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

MGT CAPITAL INVESTMENTS, INC.

~~CONDENSED~~ STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025 AND 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, 2024		-		$	-			849,170,903	$	849	$	-		$	422,332		$	(432,039	)	$	(8,858	)
Conversion of convertible note into Common Stock		-			-			86,000,000		86		-			208			-			294
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
Conversion of convertible note into common stock		-			-			40,000,000		40		-			20			-			60
Issuance of shares in respect of lease agreement		-			-			54,000,000		54		(4	)		85			-			135
Cashless exercise of warrants and extinguishment of related warrant derivative liability		-			-			103,500,000		104		-			(41	)		-			63
Net income		-			-			-		-		-			-			5,272			5,272
Balance at June 30, 2024		-		$	-			1,140,670,903	$	1,141	$	-		$	422,736		$	(426,471	)	$	(2,594	)
Net income		-			-			-		-		-			-			404			404
Balance at September 30, 2024		-		$	-			1,140,670,903	$	1,141	$	-		$	422,736		$	(426,067	)	$	(2,190	)
Balance at January 1, 2025		650,000		$	1			2,490,670,903	$	2,491	$	-		$	421,538		$	(426,518	)	$	(2,488	)
Net loss		-			-			-		-		-			-			(214	)		(214	)
Balance at March 31, 2025		650,000		$	1			2,490,670,903	$	2,491	$	-		$	421,538		$	(426,732	)	$	(2,702	)
Balance		650,000			1			2,490,670,903		2,491		-			421,538			(426,732	)		(2,702	)
Net income		-			-			-		-		-			-			446			446
Net income (loss)		-			-			-		-		-			-			446			446
Balance at June 30, 2025		650,000		$	1			2,490,670,903	$	2,491	$	-		$	421,538		$	(426,286	)	$	(2,256	)
Balance		650,000		$	1			2,490,670,903	$	2,491	$	-		$	421,538		$	(426,286	)	$	(2,256	)
Issuance of common stock to a director, officer & employee		-			-			700,000,000		700		-			(624	)		-			76
Issuance of common stock in connection with note exchange agreement		-			-			500,000,000		500		-			(450	)		-			50
Conversion of preferred stock into common		(650,000	)		(1	)		650,000,000		650		-			(649	)		-			-
Net loss		-			-			-		-		-			-			(202	)		(202	)
Net income loss		-			-			-		-		-			-			(202	)		(202	)
Balance at September 30, 2025		-		$	-			4,340,670,903	$	4,341	$	-		$	419,815		$	(426,488	)	$	(2,332	)
Balance		-		$	-			4,340,670,903	$	4,341	$	-		$	419,815		$	(426,488	)	$	(2,332	)

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

MGT CAPITAL INVESTMENTS, INC.

~~CONDENSED~~ STATEMENTS OF CASH FLOWS

(Dollars in thousands, except per-share amounts)

(Unaudited)

	2025			2024
	For the Six Months Ended June 30
	For the Nine Months Ended September 30,
	2025			2024
Cash Flows From Operating Activities
Net income	$	~~232~~30		$	5,~~568~~972
Adjustments to reconcile net income to net cash used in operating activities
Depreciation		39			~~104~~153
Change in fair value of warrant derivative liability		-			(3,526	)
Change in fair value of derivative liability		-			(2,665	)
Accretion of debt discount		-			162
Gain on Settlement of debt		-			(147	)
Gain on sale of property and equipment		(676	)		-
Non-cash stock-based compensation		20			-
Change in fair value of warrant derivative liability		-			(4,042	)
Change in fair value of derivative liability		-			(2,914	)
Accretion of debt discount		-			199
Gain on settlement of debt		-			(147	)
Change in operating assets and liabilities
Accounts receivable		45			(2312	)
Prepaid expenses and other current assets		(4	)		-
Intangible digital assets		(4	)		(15	)
Intangible digital assets		-			(3	)
Accounts payable		(80	)		163
Accounts payable		(52	)		103
Accounts payable - related party		-			25
Accrued expenses		(7991	)		52146
Security deposit		(45	)		-
Net cash used in operating activities		(~~540~~762	)		(~~350~~472	)
Cash Flows From Investing Activities
Proceeds from sale of property and equipment		1,350			-
Proceeds from sale of property		1,350			-
Net cash provided by investing activities		1,350			-
Cash Flows From Financing Activities
Proceeds from issuance of stock under lease agreement		100			~~240~~359
Repayment of loan payable		(662	)		-
(Repayment of) proceeds from loans payable		(662	)		105
Proceeds from loans payable		-			105
Net cash provided by (used in) financing activities		(562	)		464
Net cash (used in) provided by financing activities		(562	)		345
Net change in cash and cash equivalents		26			(8	)
Net change in cash and cash equivalents		248			(5	)
Cash and cash equivalents, beginning of period		6			8
Cash and cash equivalents, end of period	$	~~254~~32		$	3-
Supplemental disclosure of cash flow information
Cash paid for interest	$	63		$	28
Cash paid for income tax	$	-		$	-
Non-cash investing and financing activities
Conversion of Series D Preferred stock into shares of common stock	$	1		$	-
Issuance of common stock in connection with note exchange agreement	$	50		$	-
Issuance of common stock to a director	$	56		$	-
Cashless exercise of warrants and extinguishment of related warrant derivative liability	$	-		$	63
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.

Cryptocurrency mining

MGT Capital Investments, Inc. (“MGT” or the “Company”) has historically operated in the Bitcoin mining and ~~hosting~~ hosting industry. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company’s operations consisted of both hosting services for third-party miners and self-mining activities at its facility in LaFayette, Georgia. Revenue was generated from (i) fixed-fee hosting contracts with customers and (ii) the mining of Bitcoin using Company-owned machines, the proceeds of which were converted to U.S. dollars shortly after receipt.

During the period, the Company’s mining activity also included the use of approximately 115 third party-owned miners that management ~~considered~~ 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, both Company-owned and hosted, were 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 ~~June~~September 30, 2025 and December 512, 2025, the Company continued to own 35 Antminer S19 Pro miners with the capability of providing approximately 3 ~~Petahahashes~~Petahashes per second (“PH/s”) of hash power for self-mining. These miners were placed in storage pending evaluation of redeployment alternatives.

Following the cessation of its digital-asset mining operations in March 2025 and the sale of its LaFayette, Georgia facility in May 2025, the Company currently does not have any active revenue-generating operations. Management has continued to actively manage its remaining assets, including its cryptocurrency mining equipment and corporate infrastructure, while pursuing new business opportunities and potential acquisitions. Management intends to redeploy the Company’s resources toward operating businesses or investments in sectors aligned with its historical expertise in digital assets, financial technology, and data infrastructure. ~~See Note 11 – Subsequent Events for additional information.~~

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, 2024, as filed with the Securities and Exchange Commission (“SEC”) on November 10, 2025. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ended December 31, 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.

The Company completed the sale of the facility and related infrastructure in May 2025. Management has evaluated the requirements of ASC 205-20 and concluded that the sale does not meet the criteria for discontinued operations and has been presented within continuing operations for all periods presented. Management continues to evaluate strategic alternatives; however, no decision has been made to discontinue any business line, and the Company remains an active corporate entity pursuing new opportunities.

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~~mining ~~state-of-the-art miners~~equipment.

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 ~~June~~September 30, 2025, the Company had incurred significant operating losses since inception and continues to generate losses from operations. As of ~~June~~September 30, 2025, the Company had an accumulated deficit of $426,~~286~~488. As of ~~June~~September 30, 2025, MGT’s cash and cash equivalents were $~~254~~32.

Since January 2023, the Company has secured over $2,000 in working capital through the issuance of a convertible note, the sale of equity and warrants, proceeds from the sale of assets and related party notes. In addition, management has made modifications to simplify our capital structure and extend maturities of our debt to provide additional financial and strategic flexibility. Management intends to continue raising capital through debt and equity as opportunities arise to meet our on-going working capital needs.

Following the cessation of its digital-asset mining operations in March 2025 and the sale of its LaFayette, Georgia facility in May 2025, the Company currently does not have any active revenue-generating operations. In addition, there have been management changes ~~as detailed in Note 11- Subsequent Events~~ and the Company 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.

The Company will require additional funding to grow its operations. Further, depending upon operational profitability, the Company may also need to raise additional funding for ongoing working capital purposes. There can be no assurance however that the Company will be able to raise additional capital as and when needed, or at terms deemed acceptable, if at all.

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 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 $~~254~~32 and $6 as of ~~June~~September 30, 2025, and December 31, 2024, respectively. Accounts are insured 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 ~~June~~September 30, 2025, and December 31, 2024, the Company had $40 and $0, respectively, in excess of the FDIC insurance limit.

Crypto Assets

Effective January 1, 2025, the Company adopted ASU 2023-08, Accounting for and Disclosure of Crypto Assets (ASC 350-60), which requires eligible crypto assets to be measured at fair value with changes in fair value recognized in net income. The Company applied the new guidance prospectively and recognized no cumulative-effect adjustment to beginning retained earnings, as no crypto assets were held at December 31, 2024.

Under this policy, crypto assets are included in current assets on the balance sheet and are measured at fair value using quoted market prices as of the balance sheet date. Changes in fair value are recorded in Other income (expense) in the statements of operations. Sales of crypto assets are included within investing activities in the statements of cash flows, and any realized gains or losses are recognized based on the first-in, first-out (FIFO) method.

For the periods ended ~~June~~September 30, 2025, the Company converted all crypto assets received from mining activities to U.S. dollars shortly ~~after~~ after receipt and did not hold any crypto assets at ~~June~~September 30, 2025, or December 31, 2024; therefore, adoption of ASU 2023-08 did not have a material impact on the Company’s financial statements.

The following table presents the activities of digital currencies for the periods ended ~~June~~September 30, 2025 and December 31, 2024:

Schedule of Digital Currencies

Crypto assets at January 1, 2024	$	-
Additions from mining activities		143
Realized gain on sale of crypto assets		8
Sales of crypto assets		(151	)
Crypto assets at December 31, 2024		-
Additions from mining activities		29
Realized gain on sale of crypto assets		-
Sales of crypto assets		(29	)
Effect of adoption of ASU 2023-08 ¹		-
Crypto assets at June 30, 2025	$	-
Crypto assets at September 30, 2025	$	-

1¹ Effective January 1, 2025, the Company adopted ASU 2023-08, Accounting for and 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 ~~June~~September 30, 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.

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

The Company operates as a single reportable segment focused on digital currency data center operations, which consisted of two primary revenue-generating activities during the period: (i) self-mining of Bitcoin and (ii) hosting services provided to third-party customers. These activities were conducted at the Company’s facility located in the United States. Management evaluates financial performance and allocates resources on a consolidated basis, and therefore the Company is managed as a single reporting segment under ASC 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 operating loss, including the significant expense items reviewed by the CODM, for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025

	Three Months Ended June 30, 2025			Six Months Ended June 30, 2025
	Three Months Ended September 30, 2025			Nine Months Ended September 30, 2025
Total Revenues	$	-		$	87
Less: Cost of Revenues:
Less: Cost of Revenues: Depreciation		-			39
Depreciation		10			39
Electricity and other expenses		-			50
Electricity and other expenses		1			50
Less: General and administrative		227			576
Less: General and administrative		176			349
Operating loss	$	(227	)	$	(578	)
Operating loss	$	(187	)	$	(351	)

Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2024

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Total Revenues	$	8862		$	~~190~~252
Less: Cost of Revenues:
Less: Cost of Revenues: Depreciation		49			154
Depreciation		49			105
Electricity and other expenses		54			148
Electricity and other expenses		55			94
Less: General and administrative		252			805
Less: General and administrative		319			553
Operating loss	$	(293	)	$	(855	)
Operating loss	$	(335	)	$	(562	)

The following table reconciles operating loss reviewed by the CODM to ~~consolidated~~ net income (loss) for the three and ~~six~~nine months ended September ~~June~~ 30, 2025 and 2024:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Operating loss reviewed by CODM		(187	)		(335	)		(351	)		(562	)
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
Other income		633			5,607			583			6,130
	2025			2024			2025			2024
Net income	$	446		$	5,272		$	232		$	5,568
Operating loss reviewed by CODM	$	(227	)	$	(293	)	$	(578	)	$	(855	)
Other income (expense)		25			697			608			6,827
Net income (loss)	$	(202	)	$	404		$	30		$	5,972

Revenue recognition

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 executing contracts, as 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, 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 thirty-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 obligation in the Company’s agreements with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, 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 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.

Hosting Revenues

We received revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $0 and $58 from these sources during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively. The Company recognized $6415 and $~~149~~164 from these sources during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2025, one customer accounted for 100% of hosting revenue~~, respectively~~. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, ~~three~~one ~~customers~~customer accounted for 100% and three customers accounted for 100%, respectively, of hosting revenue. After a hosting agreement expires, the Company no longer recognizes hosting revenue for the related 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 and warrants, are not reflected in diluted net income (loss) per share because such potential shares are anti–dilutive due to the Company’s net income (loss).

~~For the three and six months ended June 30~~Accordingly, ~~2025,~~ the ~~Company~~computation ~~reported~~of ~~net~~diluted ~~income;~~loss ~~however, the resulting earnings~~ per share ~~rounded~~for ~~to $0.00 per share because~~ the ~~calculated~~three ~~amount~~months ~~was~~ended ~~below~~September ~~$0.0005~~30, ~~per~~2025, ~~share.~~excludes ~~The~~1,220,240,000 ~~impact~~shares ~~of potentially dilutive securities~~issuable ~~were~~upon ~~evaluated and because~~ the ~~incremental~~conversion ~~effect~~ of ~~dilutive~~convertible ~~securities~~notes ~~did not change earnings per share from $0~~payable.~~00,~~ ~~such~~Since ~~securities were excluded from~~ the ~~computation~~Company ofhad ~~diluted~~net ~~earnings~~income ~~per share as their inclusion would have been anti-dilutive. These potentially dilutive securities~~ for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025 ~~include 650~~,~~000,000~~ these shares ~~issuable~~are ~~upon~~included in the ~~conversion~~fully ofdiluted ~~the~~weighted ~~Company’s Class~~average Dshares ~~Convertible~~for ~~Preferred~~the ~~Stock~~period. The computation of diluted loss per share for the three and nine months ended ~~June~~September 30, 2024 excludes 2,043,808,450 shares issuable upon the exercise of outstanding warrants and 622,131,340 shares issuable upon the conversion of convertible notes payable.

Fair Value ~~Measurements~~Measurement 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 ~~June~~September 30, 2025, and December 31, 2024, our financial instruments consisted primarily 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 ~~approximate~~ approximate their respective estimated fair value due to the short-term maturities and approximate 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 financial statements for the quarter ended ~~June~~September 30, 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 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 financial statements, other than those disclosed below.

In December 2023, the FASB issued ASU 2023-09, which enhances annual income-tax disclosures by requiring greater disaggregation of the effective-tax-rate reconciliation and additional information about income taxes paid. The standard is effective for annual periods beginning after December 15, 2024. The Company will adopt the guidance in its Form 10-K for the year ended December 31, 2025 and does not expect it to have a material impact on its financial statements.

Issued in March 2024, ASU 2024-03 requires public companies to provide expanded annual disclosures of certain natural expense categories and amounts regularly reviewed by management. The guidance is effective for annual periods beginning after December 15, 2024. The Company will adopt the new disclosure requirements in its Form 10-K for the year ended December 31, 2025 and does not expect the adoption to have a material impact on its financial statements.

Note 4. Property and ~~Equipment~~

Property and equipment consisted of the following:

Schedule of Property and Equipment

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
	As of
	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
Land	$	-		$	55
Computer hardware and software		-			10
Bitcoin mining machines		70			70
Infrastructure		-			1,185
Containers		-			403
Property and equipment, gross		70			1,723
Less: Accumulated depreciation		(70	)		(1,010	)
Property and equipment, net	$	-		$	713

The Company recorded depreciation expense of $100 and $39 for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively. The Company ~~recorded~~ recorded depreciation expense of $5549 and $~~104~~153 for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

On May 13, 2025, the Company completed the sale of its cryptocurrency mining and hosting facility located in LaFayette, Georgia to CSRE Properties LLC for total consideration of $1,350. The sale included land, containers, electrical infrastructure, and other improvements associated with the Company’s former hosting and mining operations. At the date of sale, the related assets had a net carrying value of $674, consisting primarily of infrastructure, containers, and land, as shown below:

	Net Book Value at Sale
Land	$	55
Computer hardware and software		-
Infrastructure		619
Containers		-
Total carrying value	$	674

In accordance with ASC 360, the Company derecognized the carrying amount of the disposed assets and recorded the sale proceeds, resulting in a gain included in continuing operations. Management evaluated the disposal under ASC 205-20 and determined it does not represent a strategic shift. Therefore, discontinued operations presentation is not required.

Following completion of the sale, the Company continues to own 35 Antminer S19 Pro miners with a carrying amount of property and equipment of $0 as of ~~June~~September 30, 2025.

Note 5. Note Payable

November 2024 Note

On November 1, 2024, the Company exchanged its previously outstanding convertible note for a new secured note in the principal amount of $1,620, with interest at 8% per annum and a maturity of December 31, 2025 (the “November 2024 Note”). In case of an event of default under the November 2024 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 November 2024 Note, an event of default may result, at the holder’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. The Company recorded interest expense of $3926 and $84119 for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively.

On May 13, 2025, the Company used $400 of the cash proceeds from the sale of its LaFayette, Georgia facility (see Note 4 – Property, Plant and Equipment) to make a partial repayment of principal and accrued interest on the November 2024 Note. After this payment, the outstanding principal balance was $1,220 as of ~~June~~September 30, 2025. The November 2024 Note was exchanged for a new Convertible Note of ~~equal~~ equal face value in September 2025 (~~see~~refer ~~Note~~to 11“September –2025 ~~Subsequent~~Note” ~~Events~~section disclosed below).

New Promissory Note

Also 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 8.0% per annum (the “New ~~Promissory~~ Promissory Note”). The New Promissory Note matures on December 31, 2025.

On May 13, 2025, the Company used $262 of the cash proceeds from the sale of its LaFayette, Georgia facility (see Note 4 – Property, Plant and Equipment) to make full repayment of principal and accrued interest on the New Promissory Note. The Company recorded interest expense of $5 0 and $9 for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively.

September 2025 Note

On September 22, 2025, the Company entered into a Secured Exchange Note Exchange Agreement with November 2024 Note holder, pursuant to which the parties agreed to exchange the Company’s outstanding November 2024 Note. As of the exchange date, the November 2024 Note had an outstanding principal balance of $1,220, bore interest at 8% per annum, and was scheduled to mature on December 31, 2025. Under the Exchange Agreement, the holder surrendered the 2024 Note in exchange for (i) a new secured convertible promissory note (the “September 2025 Note”) issued in the principal amount of $1,220, bearing interest at 8% per annum and maturing on December 31, 2027, and (ii) 500,000,000 shares of the Company’s common stock. The equity consideration was valued at $0.0001 per share, resulting in a fair value of $50 as of the issuance date. The September 2025 Note is convertible into common shares at $0.001 per share.

The Company reviewed the transaction under ASC 470-50 and concluded that the revised terms do not constitute a substantial modification. Accordingly, the transaction is accounted for as a modification of the existing November 2024 Note. The value of the equity in the transaction was $50 and recorded as a debt discount in accordance with ASC 470. The conversion feature added by the modification was determined to be non-substantive under ASC 470. No gain or loss was recognized as a result of the modification. The note continues to be carried at its previous amortized cost basis, adjusted for the $50 debt discount, which will be amortized over the remaining term of the note.

Loans Payable – Related Party

On August 1, 2023 ana 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 ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, the Company recorded ~~interest expense in respect to this loan of~~ $0.1 and $0.3,5 ~~respectively.~~of ~~For the three and six months ended June 30, 2024, the Company recorded~~ interest expense in respect of this loan ~~of $0~~.~~1 and $0.6, respectively.~~

Note 6. Leases

The Company is not a party to any leases. As a result, the Company did not record rent expense for the three and ~~six~~nine months ended ~~June~~ September 30, 2025 and 2024. The lease liability disclosed on the condensed balance sheet is the loss on lease incentive recorded in April 2023 (See Note 8).

Note 7. Common Stock and Preferred Stock

Common stock

Common Stock Issuances

~~There~~On ~~were~~July no14, 2025, the Company filed a Preliminary Information Statement on Schedule 14C to increase its authorized common stock ~~issuances~~and ~~during~~authorize a reverse stock split within a range of ratios to be determined by the ~~three~~Board. The Definitive Information Statement was filed on July 25, 2025, and ~~six~~mailed ~~months~~to ~~ended~~shareholders ~~June~~of 30record on August 7, 2025. The amendment to the Certificate of Incorporation increasing authorized common stock to 10 billion shares became effective in Delaware on August 25, 2025.

~~During~~On ~~the~~September ~~three and six months ended June 30~~22, ~~2024~~2025, ~~$41 and $178 of principal of~~ the ~~then-outstanding~~Company ~~note~~issued ~~payable was converted into 40~~500,000,000 ~~and~~ ~~126,000,000~~ shares of common stock. ~~During~~as ~~the~~part ~~three~~of ~~and~~restructuring ~~six~~its ~~months ended June 30,~~ 2024, ~~54,000,000~~Notes. ~~and~~The ~~62,000,000~~issuance ~~shares~~was ~~of common~~exempt ~~stock~~from ~~were~~registration ~~issued~~under inSection ~~respect~~3(a)(9) of the ~~Lease~~Securities ~~Agreement.~~Act Onof ~~June 21~~1933, ~~2024,~~as ~~the~~amended. ~~Company~~(See ~~issued~~Note ~~103,500,000~~5 ~~shares~~for ofaccounting ~~common~~treatment ~~stock~~under ~~upon~~ASC ~~the cashless exercise of 3,346,420 warrants~~470-50.)

Additionally, on September 22, 2025, the Company issued 650,000,000 shares of common stock upon conversion of 650,000 shares of Series D Preferred Stock. The converted shares represented all outstanding Series D Preferred Stock. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

On September 23, 2025, the Company issued (i) 100,000,000 shares of common stock valued at $10 to its Interim CEO and CFO, Jonathan M. Pfohl, (ii) 100,000,000 shares of common stock valued at $10 to another employee, and (iii) 500,000,000 shares of common stock to Director Michael Onghai in exchange for or waiver of $56 in outstanding director fees. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Preferred stock

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 ~~June 30, 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~~On ~~detail~~September on22, ~~this~~2025, all outstanding Series D Preferred Stock iswas ~~included~~exchanged infor ~~Note~~650,000,000 ~~11-~~common ~~Subsequent Events~~shares.

Note 8. Commitments and Contingencies

Bitcoin Production Equipment and Operations

On March 16, 2023, the Company entered into a Partnership Agreement and a Property Lease Agreement (together, the “Agreements”) with a third-party cryptocurrency mining company (“Tenant”). Under the Lease Agreement, the Company agreed to lease portions of its six-acre mining facility in LaFayette, Georgia, in increments of up to ten 40-foot Spaces (the “Spaces”), each with access to up to one megawatt (“MW”) of electrical power. Tenant agreed to pay rent of $5 per Space per month (provided the Spaces were powered), plus reimbursement for electricity usage and any related deposits.

In connection 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 issue an additional annual share issuance equal to 100% of the aggregate Monthly Issuances for that year (the “Annual Issuances,” and together, the “Issuances”). The Agreements had a term of 24 months commencing on April 1, 2023.

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

Total shares		FMV on grant date
184,000,000	x	0.006		1,104
Loss at Inception			$	(184	)

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 commenced on ~~March~~April 161, 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 with the issuance of the shares.

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company received $0 and $113, respectively and reduced the lease liability by $0 and $20, issued 0 and 0 shares of common stock, and recorded 0 and 56,000,000 shares of common stock to be issued. During the three and ~~six~~ nine months ended ~~June~~September 30, 2024, the Company received $120 and $~~240~~359, respectively, issued 54,000,000 and 62,000,000 shares of common stock and reduced the lease liability by $4 and $2832. On March 15, 2025, the lease agreement with the Tenant expired. At September 30, 2025, the Company recorded a liability of $360 for 88,000,000 shares of common stock potentially issuable under the Agreements.

On March 15, 2025, the Lease agreement with the Tenant expired. At June 30, 2025, the Company booked a liability of $360 for 88,000,000 shares of common stock potentially issuable under the Agreements.

Legal proceedings

The Company is not a party to any material legal proceedings and, to management’s knowledge, no such proceedings have been threatened. From time to time, the Company may be involved in routine litigation or claims that arise in the ordinary course of business; however, management does not believe that any such matters will have a material effect on the Company’s financial position, results of operations, or cash flows.

Note 9. Employee Benefit Plans

The 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”). Under the 401(k) Plan, the Company may make discretionary contributions of up to 100% of employee contributions. During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company made contributions to the 401(k) Plan of $0 and $0, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company made contributions to the 401(k) plan of $1 and $2, respectively.

Note 10. Related Party Transactions

On September 23, 2025, the Company issued shares of its common stock to a director. The Company issued 500,000,000 shares of common stock to a director in settlement of $56 of previously accrued fees. The shares have a par value of $0.001, resulting in $500 recorded to common stock. The excess of par value over the liability settled, totaling $444, was recorded as a reduction to additional paid-in capital. No incremental compensation expense was recognized as the related services had been fully accrued in prior periods.

In separate transactions on September 23, 2025, the Company issued 100,000,000 shares to its Interim CEO & CFO and 100,000,000 shares to an employee. The shares were granted at a fair value of $0.0001 per share, resulting in compensation expense of $10 for each grant. The shares carry a par value of $0.001, resulting in $100 recorded to common stock for each issuance. The excess of par value over the fair value of the shares issued, totaling $90 for each grant, was recorded as a reduction to additional paid-in capital.

Loans Payable – Related Party

On August 1, 2023, a 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 ~~six~~ nine months ended ~~June~~September 30, 2025 and 2024, respectively, the Company recorded ~~interest expense in respect to this loan of~~ $0.1 and $0.3,5 ~~respectively.~~of ~~For the three and six months ended June 30, 2024, the Company recorded~~ interest expense in respect of this loan ~~of $0~~.~~1 and $0.6, respectively.~~

Accounts Payable – Related Party

During the year ended December 31, 2023, a former executive paid consultants reimbursable by the Company in the amount of $20, which are outstanding as of ~~June~~September 30, 2025. During the period ended ~~June~~September 30, 2024, aan ~~former~~ executive paid legal fee reimbursable by the company in the ~~amount~~ amount of $25~~. As of June 30~~, ~~2025,~~which ~~the~~are ~~total~~outstanding ~~amount~~as of ~~$45~~September ~~remains~~30, ~~outstanding~~2025.

Note 11. Subsequent Events

The Company has evaluated subsequent events through the date these unaudited condensed financial statements were available to be issued and determined that ~~the~~no ~~following~~ material events occurred after ~~June~~September 30, 2025: requiring adjustment or disclosure in the accompanying unaudited condensed financial statements.

On July 14, 2025, the Company filed a Preliminary Information Statement on Schedule 14C to increase its authorized common stock and authorize a reverse stock split within a range of ratios to be determined by the Board. The Definitive Information Statement was filed on July 25, 2025, and mailed to shareholders of record on August 7, 2025. The amendment to the Certificate of Incorporation increasing authorized common stock to 10 billion shares became effective in Delaware on August 25, 2025.13

On September 22, 2025, the Company and Project Nickel LLC entered into a Second Exchange Note Agreement. Project Nickel agreed to exchange the outstanding principal balance of $1,220 on a 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.

Also on September 22, 2025, the Company issued 650,000,000 shares of common stock upon conversion of 650,000 shares of Series D Preferred Stock held by Project Nickel. The converted shares represented all outstanding Series D Preferred Stock. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

On September 23, 2025, the Company issued (i) 100,000,000 shares of common stock to its Interim Chief Executive Officer and Chief Financial Officer, Jonathan M. Pfohl, (ii) 100,000,000 shares of common stock to another employee, and (iii) 500,000,000 shares of common stock to Director Michael Onghai in exchange for or waiver of $56 in outstanding director fees as of December 31, 2024.

The Company continues to evaluate potential strategic and financing opportunities to support future operations and enhance shareholder value. Except as described above, there were no other subsequent events requiring adjustment to or disclosure in the accompanying unaudited condensed.

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, 2024 as filed with the Securities and Exchange Commission (“SEC”) on November 10, 2025, in 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.

MGT Capital Investments, Inc. (“MGT” or the “Company”) has historically operated in the Bitcoin mining and hosting industry. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company’s operations consisted of both hosting services for third-party miners and self-mining activities at its facility in LaFayette, Georgia. Revenue was generated from (i) fixed-fee hosting contracts with customers and (ii) the mining of Bitcoin using Company-owned machines, the proceeds of which were converted to U.S. dollars shortly after receipt.

During the period, the Company’s mining activity also included the use of approximately 115 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, both Company-owned and hosted, were 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 ~~June~~September 30, 2025, and December 512, 2025, the Company continued to own 35 ~~Antminer~~ Antminer S19 Pro miners with fully depreciated carrying value of $0 providing approximately 3 PH/s of hash power for self-mining. Theses ~~These~~ miners were placed in storage pending evaluation of redeployment alternatives.

The Company’s business model has historically been dependent on the economics of digital asset mining, including the price of Bitcoin, network difficulty, electricity costs, and access to competitively priced power. Following the cessation of mining operations, management’s focus has shifted to preserving liquidity and evaluating strategic alternatives to monetize or repurpose its existing assets and to identify new business opportunities. The Company remains an active corporate entity, continues to oversee its existing assets and obligations, and is evaluating strategic initiatives intended to establish new operating activities in related technology and financial sectors.

In March 2025, the Company began evaluating alternatives for its LaFayette, Georgia hosting facility following the expiration of its primary hosting agreement. A plan to dispose of the facility was not approved until April 1, 2025, and the disposal occurred in May 2025. As such, the Company’s analysis and presentation as ofall ~~June~~periods ~~30, 2025~~ reflect continued operations.

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

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

Hosting Revenues

We received revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $0 and $58 from these sources during the three and ~~six~~nine months ended ~~June~~ September 30, 2025, respectively. The Company recognized $6415 and $~~149~~ 164 from these sources during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2025, one ~~customer~~customers accounted for 100% of hosting revenue~~, respectively~~. During the three and nine ~~six~~ months ended ~~June~~September 30, 2024, ~~three~~one customers accounted for 100% and three customers accounted for 100%, respectively, of hosting revenue. After a hosting agreement expires, the Company no longer recognizes hosting revenue for the related miners.

Property and Equipment

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

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company recorded a gain ~~or loss~~ on the sale of its LaFayette, Georgia facility. Consistent with ASC 360, this transaction is presented within continuing operations. Management concluded the disposal does not represent a strategic shift under ASC 205-20 and therefore the Company has not reclassified historical results as discontinued operations.

~~Three months ended June 30, 2025 and 2024~~15

Three months ended September 30, 2025 and 2024

Revenues

Our revenues for the three months ended ~~June~~September 30, 2025 decreased by $8862, or 100%, to $0, compared to $8862 for the three months ended ~~June~~ September 30, 2024. Our revenue is partly derived from cryptocurrency mining, which totaled $0 for the three months ended ~~June~~September 30, 2025 and $~~24 for~~47 during the three months ended ~~June~~September 30, 2024. The decrease in revenues from ~~our~~mining ~~hosting and renting~~ activities for this period is due to the cessation of self-mining activities in March 2025.

We also receive revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $0 and $6415 during the three months ended ~~June~~September 30, 2025 and 2024, respectively. The decrease in revenues for this period is due to ~~expiration~~ expiration of our lease with our primary hosting customer in March 2025.

The Company’s historical revenues have been derived from Bitcoin mining and hosting activities. The future revenue potential of these activities is inherently uncertain and is influenced by factors outside the Company’s control, including: (i) the market price and volatility of Bitcoin; (ii) network difficulty and global hash-rate changes; (iii) the availability and cost of energy; (iv) regulatory developments affecting digital asset markets, mining activities, or the classification and custody of digital assets; and (v) general macroeconomic conditions.

In addition, following the expiration of our primary hosting agreement and the cessation of self-mining activities in March 2025, the Company has not generated revenue from digital currency operations. As of the date of this Report, the Company has not resumed mining or hosting activities, and future revenue will depend on the Company’s ability to identify, pursue, and execute new business opportunities or re-establish operations in the digital asset sector or other industries. Given these factors, management is unable to reasonably estimate future revenue trends. The Company will continue to evaluate available strategic and operational opportunities as it progresses with its regulatory compliance efforts and capital planning initiatives.

Operating Expenses

Operating expenses for the three months ended ~~June~~September 30, 2025 decreased by $~~236~~128 or 5636%, to $~~187~~227, as compared to $~~423~~355 for the three months ended ~~June~~ September 30, 2024. The decrease in operating expenses was primarily due to the ~~Company~~cessation ~~ceasing~~of ~~hosting and~~ self-mining and hosting activities in March ~~2025~~ 2025 resulting in a decrease in in cost of revenue of $93103 and a decrease in general and administrative expenses of $~~143~~25.

The decrease in cost of revenue of $93103 or 89100% to $110 for the three months ended ~~June~~September 30, 2025, as compared to $~~104~~103 for the three months ~~ended~~ ~~June~~ended September 30, 2024 was primarily due to ~~decreased~~the ~~electricity~~cessation ~~costs.~~of mining and hosting activities at the LaFayette facility in March 2025. The decrease in general and administrative expenses of $~~143~~25 or 4510%, to $~~176~~227 for the three months ended ~~June~~September 30, 2025, as compared to $~~319~~252 for the three months ended ~~June~~September 30, 2024, was primarily due to decreases in ~~legal and professional fees of $25,~~ consulting services of $2470, payroll fees of $~~67,~~13 and audit fees of $1217, ~~equipment~~ ~~rental~~offset ~~$3,~~by ~~insurance~~an ~~premium~~increases ~~refund~~in legal fees of $1839, ~~offset~~investor byrelations anof ~~increase~~$16 inand ~~taxes~~stock-based employee compensation of $520.

Other Income and Expense

For the three months ended ~~June~~September 30, 2025, non–operating income of $~~663~~25 consisted of interest expense of $4326 and ~~gain~~other onincome ~~sale~~ of ~~property and equipment of~~ $~~676~~51. During the comparable period ended ~~June~~September 30, 2024, non–operating income of $~~5,607~~697 consisted primarily of of gain on the change in fair value of warrant derivative liabilities of $3516,~~420,~~ gain on the change in fair value of derivative liability of $2249,~~281,~~ ~~gain~~other onincome ~~settlement~~ of ~~debt of~~ $411, offset by accretion of debt discount of $~~108~~37, and interest expense of $2732.

~~Six~~Nine months ended ~~June~~September 30, 2025 and 2024

Revenues

Our revenues for the ~~six~~nine months ~~June~~ended September 30, 2025 decreased by $~~103~~165, or 5465%, to $87, as compared to $~~190~~252 for the ~~six~~nine months ended September ~~June~~ 30, 2024. Our revenue is partly derived from cryptocurrency mining, which totaled $29 for the ~~six~~nine months ended ~~June~~September 30, 2025 and $4188 during the ~~six~~ nine months ended ~~June~~September 30, 2024. The decrease in revenues from our ~~hosting~~mining ~~and renting~~ activities for this period is due to the cessation of hosting and self-mining activities in March 2025.

We also receive revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $58 and $~~149~~164 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. The decrease in revenues for this period is due to expiration of our lease with our primary hosting customer in March 2025.

Operating Expenses

Operating expenses for the ~~six~~nine months ended ~~June~~September 30, 2025 decreased by $~~314~~442 or 4240%, to $~~438~~665, as compared to $~~752~~1,107 for the ~~six~~nine months ended ~~June~~ September 30, 2024. The decrease in operating expenses was primarily due to a decrease in cost of revenue of $~~110~~213 and a decrease in general ~~and~~ and administrative expenses of $~~204~~229.

The decrease in cost of revenue of $~~110~~213 or 5571% to $89 for the ~~six~~nine months ended ~~June~~September 30, 2025, as compared to $~~199~~302 for the ~~six~~nine months ~~ended~~ ~~June~~ended September 30, 2024 was primarily due to decreased electricity and depreciation costs. The decrease in general and administrative ~~expenses~~ expenses of $~~204~~229 or 3728%, to $~~349~~576 for the ~~six~~nine months ended ~~June~~September 30, 2025, as compared to $~~553~~805 for the ~~six~~nine months ended ~~June~~ September 30, 2024, was primarily due to ~~decreases~~a decrease in ~~legal and professional fees of $32,~~ consulting services of $572, payroll fees of $~~135~~147, audit fees of $~~12, repairs~~29 and ~~maintenance~~an insurance refund of $218, ~~and~~offset by an increase in investor relations of $15, insurance ~~premium~~of ~~refund~~$15 and legal fees of $187.

Other Income and Expense

For the ~~six~~nine months ended ~~June~~September 30, 2025, non–operating income of $~~583~~608, consisted primarily of gain on the sale of property and ~~equipment~~ equipment of $676 and other income of $51, offset by interest expense of $93119. For the ~~six~~nine months ended ~~June~~September 30, 2024, non–operating income of $6,~~130~~827, consisted primarily of gain on the change in fair value of warrant derivative liabilities of $34,~~526~~042, gain on the change in fair value of derivative liability of $2,~~665~~914, gain on settlement of debt of $147, ~~other~~and other income of $56, offset by accretion of debt discount of $~~162~~199, and interest expense of $5183.

1416

Liquidity and capital resources

Sources of Liquidity

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

On November 1, 2024, the Company completed a comprehensive debt restructuring (the “Project Nickel Transaction”) that consolidated prior convertible instruments and short-term loans into new ~~notes~~non-convertible ~~with fixed conversion terms~~notes. As part of this transaction, the Company issued (i) a new ~~convertible~~ promissory note with a principal balance of $1,620, bearing interest at 8% per annum and maturing December 31, 2025, and (ii) a new non-convertible promissory note with a principal balance of $~~242~~240, bearing interest at 8% per annum and maturing December 31, 2025. The restructuring also eliminated all previously outstanding derivative liabilities and preferred stock, simplifying the Company’s capital structure.

On March 15, 2025, the Company’s lease with its primary hosting customer expired, and the Company discontinued its own self-mining operations at the LaFayette, Georgia facility. The related lease and partnership arrangements ceased, and the Company’s remaining self-mining equipment was placed in storage pending evaluation of redeployment alternatives.

On May 13, 2025, the Company completed the sale of its cryptocurrency mining and 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 hosting and mining operations. The Company used $662 of the proceeds to repay principal and accrued interest on its outstanding debt. The transaction generated a $676 gain on sale. The sale of the LaFayette facility provided critical liquidity used primarily to reduce outstanding indebtedness and stabilize the Company’s financial position. Management determined that the disposal was a liquidity-driven event and not indicative of a strategic change in business direction as contemplated by ASC 205-20.

AsOn ofSeptember ~~June 30~~22, 2025, the Company ~~had~~entered ~~cash~~into ~~and~~a ~~cash~~note ~~equivalents~~exchange transaction with our secured lender. As part of ~~$254~~the transaction, anwe ~~accumulated~~issued ~~deficit~~a new secured convertible promissory note in the principal amount of $~~426~~1,~~286,~~220 ~~and~~with a ~~working~~maturity ~~capital~~date ~~deficit~~ of $2December 31,~~256.~~ ~~The~~2027, ~~Company~~in ~~has~~exchange ~~incurred~~for ~~operating~~the ~~losses~~surrender ~~since~~and ~~inception~~cancellation ~~and~~of ~~continues~~our toprior ~~generate~~secured ~~losses~~note ~~from~~that ~~operations.~~was ~~Since~~originally ~~January~~scheduled to mature on ~~2023~~December 31, we2025. ~~have~~We ~~raised~~also ~~over~~issued $2500,000,000 ~~through~~shares ~~issuances~~ of ~~convertible~~common ~~notes,~~stock as additional consideration to the ~~sale~~lender. The Company accounted for this transaction as a modification of ~~equity~~the ~~and~~existing ~~warrants,~~secured ~~proceeds~~note ~~from~~rather ~~asset~~than ~~sales, and~~an ~~related~~extinguishment under ASC 470-~~party~~50; ~~financing.~~no gain ~~Management~~or ~~also~~loss ~~implemented~~was ~~certain~~recognized. ~~modifications~~This totransaction ~~simplify~~extended our ~~capital~~secured ~~structure~~debt ~~and~~maturity ~~extend~~by ~~debt~~approximately ~~maturities~~two years, providing additional time to ~~provide~~execute ~~additional~~our ~~near~~operational plans and reducing short-term ~~financial~~liquidity ~~and~~pressure. ~~strategic~~No ~~flexibility~~cash was used to complete the transaction.

On September 23, 2025, we issued shares of our common stock to a director, our Interim CEO & CFO, and an employee. These issuances reduced accrued liabilities and resulted in non-cash compensation expense where applicable. Because our common stock carries a par value of $0.001, the par-value requirement resulted in corresponding adjustments to additional paid-in capital. These equity issuances did not require the use of cash and increased total stockholders’ equity. These equity grants did not impact our cash position, as the obligations were satisfied through the issuance of common stock. The settlement of the director’s accrued fees reduced current liabilities, and the compensation-related grants resulted in non-cash expenses recorded during the period. We continue to evaluate the use of equity-based arrangements, where appropriate, to conserve cash while aligning compensation with Company performance and service requirements.

We have incurred significant operating losses since inception and continue to generate losses from operations and as of September 30, 2025 have an accumulated deficit of $426,488. At September 30, 2025, our cash and cash equivalents were $32, and our working capital deficit was $1,162.

The Company has incurred operating losses since inception and continues to generate losses from operations. Since January 2023, we have raised over $2,000 through issuances of convertible notes, the sale of equity and warrants, proceeds from asset sales, and related-party financing. Management also implemented certain modifications to simplify our capital structure and extend debt maturities to provide additional near-term financial and strategic flexibility.

The Company will need to raise additional capital to fund operating losses, satisfy obligations under its outstanding convertible note, and support its plans to re-establish and grow operations. New leadership is overseeing financing and strategic initiatives; however, there can be no assurance that the Company will be able to obtain additional capital when required, or on terms deemed acceptable, if at all. If the Company is unable to raise the necessary capital, it may need to further reduce expenditures, delay or scale back strategic initiatives, or pursue other alternatives.

These factors collectively raise significant uncertainty regarding our ability to meet our obligations as they become due over the next twelve months. The accompanying unaudited condensed financial statements do not include any adjustments that may result from these uncertainties.

Impact of Inflation

Beginning in 2023, there has been a sharp rise in inflation in the U.S. and globally. The impact on Bitcoin mining in an increase in electricity and mining equipment costs.

Crypto Asset Market Developments

The cryptocurrency market remains volatile, affected by regulatory scrutiny, exchange failures, and enforcement actions. Declines in Bitcoin prices or additional regulatory constraints could further impact the Company’s ability to re-enter mining or related operations. Conversely, improvements in the market could present strategic opportunities.

Strategic Outlook

Following the sale of its mining facility and cessation of mining operations, the Company is focused on restructuring its balance sheet, evaluating new business opportunities that leverage its public-company platform, and SEC reporting compliance. Potential areas under evaluation include financial technology, blockchain infrastructure services, and digital-asset management. Management expects to announce a defined strategic direction in future filings.

Cash Flows

	Six Months ended June 30,
	Nine Months ended September 30,
	2025			2024
Cash provided by (used in):
Operating activities	$	(~~540~~762	)	$	(~~350~~472	)
Investing activities		1,350		-	-
Financing activities		(562	)		~~(345~~464	)
Net increase (decrease) in cash and cash equivalents	$	~~248~~26		$	(58	)

Operating activities

Net cash used byin operating activities was $~~540~~762 for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to net cash used in operating ~~activities~~ activities of $~~350~~472 for the ~~six~~nine months ended ~~June~~September 30, 2024. Cash ~~provided~~used byin operating activities for the ~~six~~nine months ended ~~June~~September 30, 2025, primarily consisted of a net income of $~~232~~30, ~~increased~~adjusted by a ~~cash net~~ gain ~~of $39 from depreciation, reduced by gain~~ on sale of property and equipment of $676, $39 from depreciation, stock-based compensation of $20 and increased by cash used by working capital of $~~135~~175.

15Net cash used in operating activities was $472 for the nine months ended September 30, 2024. Cash used in operating activities for the nine months ended September 30, 2024, primarily consisted of a net income of $5,972 offset by non-cash net gain of $6,751 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.

Net cash used in operating activities for the six months ended June 30, 2024, primarily consisted of a net income of $5,568 offset by non-cash net gain of $6,072 which includes depreciation of $104, gain on the change in fair value of derivative liability of $2,665, gain on the change in fair value of warrant derivative liability of $3,526, gain on settlement of debt of $147, amortization of note discount of $162 and cash provided by working capital of $154.

Investing activities

Net cash provided by investing activities during the ~~six~~nine months ended ~~June~~September 30, 2025 was $~~676~~1,350 ~~resulting~~ from the ~~net proceeds from the~~ sale of ~~our LaFayette, GA property~~assets. Net cash provided by investing activities was $0 for the ~~six~~nine months ended ~~June~~September 30, 2024.

Financing activities

During the ~~six~~nine months ended ~~June~~September 30, 2025, net cash used by financing activities was $562 which consisted of proceeds from common stock to be issued under lease agreement and repayment of loans payable. During the nine months ended September 30, 2024, net cash provided by financing activities was $464 which consisted of proceeds from issuance of stock under lease agreement and proceeds from loans payable.

During the six months ended June 30, 2024, net cash used in financing activities was $345 which consisted of proceeds from issuance of stock under lease agreement and proceeds from loans payable.

Off–balance sheet arrangements

As of ~~June~~September 30, 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 Chief Executive 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 Chief Executive Officer (our principal executive officer and principal financial officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June~~September 30, 2025. Based on this evaluation, our Chief Executive Officer ~~concluded~~ 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 ~~June~~September 30, 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 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 Chief Executive Officer (our principal executive officer and principal financial 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 ~~June~~September 30, 2025.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~June~~September 30, 2025, there were no changes to internal control over financial reporting.

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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, 2024, as filed with the SEC on November 10, 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 November 10, 2025.

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

None

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 Principal Executive Officer and Chief Financial Officer*

32		Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer and Chief 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

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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: December 5, 2025	By:	/s/ Jonathan M. Pfohl
Date: December 12, 2025	By:	/s/ Jonathan M. Pfohl
		Jonathan M. Pfohl
		Interim Chief Executive Officer & Chief Financial Officer

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Filing Compare · MGT CAPITAL INVESTMENTS, INC.