MGT CAPITAL INVESTMENTS, INC. 8-K

What Happened MGT Capital Investments, Inc. (MGTI) filed an 8-K reporting that between December 19 and December 23, 2025 it entered into Securities Purchase Agreements and related Subscription Agreements with accredited investors to conduct a private placement of up to $1,000,000 of its common stock at a purchase price of $0.001 per share. The offering is being conducted on a rolling closing basis and is scheduled to terminate on January 31, 2026. As of the filing date (December 31, 2025) the company has closed $300,000 in sales. Proceeds are intended for general working capital purposes.

Key Details

• Offering size: up to $1,000,000 of common stock at $0.001 per share (implies up to 1,000,000,000 shares).
• Amount closed to date: $300,000 (at $0.001/share = 300,000,000 shares issued so far).
• Timing: Agreements entered December 19–23, 2025; offering terminates January 31, 2026; closings on a rolling basis.
• Purchasers: accredited investors in unregistered transactions; form of Securities Purchase/Subscription Agreement filed as Exhibit 10.1.

Why It Matters This private placement provides MGTI with near-term cash for working capital but also can materially increase the company’s outstanding share count because the low price ($0.001/share) translates into a large number of shares per dollar raised. Investors should note the dilution potential from additional closings up to the $1,000,000 cap and that the shares were sold in unregistered transactions to accredited investors, which may affect liquidity and resale.