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

Date of report (Date of earliest event reported): September 30, 2021

MGT Capital Investments, Inc.

(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:

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. ☐

On September 30, 2021, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, entered into an exchange agreement (the “Exchange Agreement”) with Bucktown Capital, LLC, a Utah limited liability company (the “Lender”), pursuant to which the Lender exchanged its Convertible Promissory Note, dated March 5, 2021 (the “Note”), in the original principal amount of $13,210,000 for a warrant (the “Warrant”) to purchase 53,500,000 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”). Subject to the terms and adjustments in the Warrant, the Warrant is exercisable at an initial price of $0.05 per share, for five years from March 5, 2021. The Lender has the option to exercise all or any part of the Warrant on a cashless or cash basis. Following this exchange, the outstanding balance on the Note is zero.

Unless specifically defined herein, the capitalized terms shall have the meanings as defined in the respective documents attached hereto. A copy of the Exchange Agreement and the Warrant are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The descriptions of the Exchange Agreement and the Warrant contained herein do not purport to be complete and are qualified in their entirety by the terms of the Exchange Agreement and the Warrant attached hereto.

The information contained in Item 1.01 is hereby incorporated by reference.

The information contained in Item 1.01 is hereby incorporated by reference.

The issuance of these securities is being made in reliance upon an exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.

As of October 1, 2021, the Company had 583,470,903 shares of Common Stock outstanding.

(d) Exhibits

* The schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

Signature

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.

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