UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~January 29~~May 5, 2026

Date of Report (Date of earliest event reported)

MGT Capital Investments, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32698

13-4148725

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

50540 Montreal Ave. Suite 133, Melbourne, Florida 32935

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (914) 630-7430

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

AsBetween ~~previously~~April ~~disclosed~~8, on2026, ~~December~~and 31May 5, ~~2025~~2026, MGT Capital Investments, Inc. (the “Company”) entered into Securities Purchase Agreements and related Subscription Agreements (collectively, the “Agreement”) with several accredited investors. OnUnder ~~January 29, 2026, under~~ the terms of the Agreement, the Company ~~completed~~is ~~the~~conducting a private placement ~~for~~of anup ~~additional $375,000,~~to ~~for a total of~~ $~~675~~500,000 of its common stock, par value $0.001 per share (the “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 July 31, 2026 unless extended by the Interim CEO for 30 days to August 30, 2026 if deemed necessary to finalize the offering.

~~The~~As ~~proceeds~~of the date of this filing, the ~~offering~~Company has closed on the sale of an aggregate of $150,000 in Common Stock to three investors. The proceeds will be used for general working capital purposes.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Shares issued and sold under the Purchase Agreement as described in Item 1.01 were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder. The Shares were issued as restricted securities and have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements As of the date of this filing, ~~675~~150,000,000 shares have been issued and sold under the Offering to three investors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Form of Securities Purchase Agreement (including Subscription Agreement) ~~filed in form 8-K dated December 31, 2025~~
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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

Date: February 10, 2026	MGT CAPITAL INVESTMENTS, INC.
Date: May 11, 2026	MGT CAPITAL INVESTMENTS, INC.
	By:	/s/ Jonathan M. Pfohl
		Jonathan M. Pfohl
		Interim Chief Executive Officer & Chief Financial Officer

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