MGTI

• In exchange for extinguishing the note, MGT issued 3,250,000 shares of Series E Convertible Preferred Stock and 750,131,126 shares of common stock to Project Nickel LLC.
• MGT sold 150,000,000 shares of common stock to David M. Garrity at $0.00033 per share for $50,000 cash under a Securities Purchase Agreement.
• The Board expanded from one to three members and appointed Jonathan M. Pfohl and David M. Garrity as directors, effective July 6, 2026.
• MGT filed a Certificate of Designation for Series E Convertible Preferred Stock with a 9.9% beneficial ownership limitation blocker.

1.01 Entry into a Material Definitive Agreement · 3.02 Unregistered Sales of Equity Securities · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• MGT Capital Investments entered into Securities Purchase Agreements with accredited investors for a private placement of up to $500,000 of common stock at $0.001 per share.
• The offering is on a rolling closing basis and is scheduled to terminate on July 31, 2026, extendable to August 30, 2026 by the Interim CEO.
• The shares were issued as restricted securities under exemption from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
• A total of 150,000,000 shares have been issued and sold under the offering to three investors as of the filing date.

1.01 Entry into a Material Definitive Agreement · 3.02 Unregistered Sales of Equity Securities · 9.01 Financial Statements and Exhibits

• On January 29, 2026, MGT Capital Investments, Inc. completed a private placement of common stock for an additional $375,000, bringing the total to $675,000.
• The offering was made to accredited investors under Securities Purchase Agreements and Subscription Agreements previously disclosed on December 31, 2025.
• The shares were issued as restricted securities in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
• Proceeds from the offering will be used for general working capital purposes.

1.01 Entry into a Material Definitive Agreement · 3.02 Unregistered Sales of Equity Securities · 9.01 Financial Statements and Exhibits

• MGT Capital Investments entered into Securities Purchase Agreements with accredited investors for a private placement of up to $1,000,000 of common stock at $0.001 per share.
• The offering is conducted on a rolling closing basis and is scheduled to terminate on January 31, 2026.
• Proceeds from the offering will be used for general working capital purposes.
• The shares were issued as restricted securities under exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

1.01 Entry into a Material Definitive Agreement · 3.02 Unregistered Sales of Equity Securities · 9.01 Financial Statements and Exhibits

• Project Nickel received 500,000,000 unregistered shares of common stock in the exchange, and an additional 650,000,000 shares upon conversion of all outstanding Series D Preferred Stock.
• On September 23, 2025, the company issued 100,000,000 shares to Interim CEO & CFO Jonathan M. Pfohl and 100,000,000 shares to another accredited investor employee under equity grants.
• Director Michael Onghai received 500,000,000 shares in exchange for waiving $56,000 in accrued director fees.
• Following these issuances, the company has 4,340,670,903 shares of common stock outstanding.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• The amendment increases authorized common stock from 2.5 billion to 10 billion shares, par value $0.001 per share.
• Total authorized capital stock now includes 10 billion common shares and 10 million preferred shares, both at $0.001 par value.
• The amendment was approved by the Board of Directors and majority stockholder written consent under Delaware law.
• The Certificate of Amendment was filed as Exhibit 3.1 to the 8-K.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• The company agreed to pay Taylor the $45,000 owed under his existing employment agreement.
• Jonathan Pfohl, the company's CFO, assumed the title of Interim Chief Executive Officer.
• The termination agreement is filed as Exhibit 10.2 to the Form 8-K.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Jonathan Pfohl, 58, was appointed CFO of MGT Capital Investments, Inc. on June 1, 2025.
• His employment agreement provides a monthly salary of $5,000 plus reimbursement of out-of-pocket business expenses.
• The agreement can be terminated by either party with ten business days' notice.
• No family relationships exist between Pfohl and any person associated with the company.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits