MGT CAPITAL INVESTMENTS, INC. 8-K

What Happened

• MGT Capital Investments, Inc. announced on June 30, 2026 that it entered a Secured Convertible Promissory Note Exchange Agreement with Project Nickel LLC to fully retire a secured convertible note dated September 22, 2025 (original principal $1,220,240). In exchange the company issued 3,250,000 shares of newly designated Series E Convertible Preferred Stock and 750,131,126 shares of common stock to the lender.
• Also on June 30, 2026 the company completed a private securities sale to David M. Garrity of 150,000,000 common shares at $0.00033 per share for aggregate cash proceeds of $50,000.
• On July 6, 2026 the Board was expanded from one to three members; Jonathan M. Pfohl (current Interim CEO and CFO) and David M. Garrity were elected as directors, with the board determining Mr. Garrity is an independent director.
• The company filed a Certificate of Designation on June 30, 2026 creating the Series E Convertible Preferred Stock (3,250,000 shares authorized) which includes a fixed 9.9% beneficial ownership limitation.

Key Details

• Note retired: Secured Convertible Promissory Note dated Sept. 22, 2025 — original principal $1,220,240.00.
• Shares issued to lender: 3,250,000 Series E preferred + 750,131,126 common shares.
• Private sale: 150,000,000 common shares to David M. Garrity at $0.00033/share for $50,000 cash.
• Governance: Board expanded to three members; Jonathan Pfohl and David Garrity appointed July 6, 2026; Garrity deemed independent.
• Series E term: includes a 9.9% Beneficial Ownership Limitation (ownership blocker).

Why It Matters

• These transactions materially increase the company’s outstanding equity, which can significantly dilute existing shareholders’ percentage ownership and may affect share float and voting power.
• The note-for-stock exchange eliminated the company’s $1.22M secured convertible note obligation but substituted a large issuance of equity as consideration.
• The private placement brought $50,000 in cash but also added a new board member who is a purchaser of company stock, changing board composition and investor representation.
• Investors should note the filings disclose these were unregistered equity issuances (private transactions relying on exemptions)—watch for future filings clarifying total outstanding shares and any impact on market liquidity or control.