MGTI

As disclosed in the Issuer's Form 8-K filed on September 14, 2022, the Issuer and Project Nickel entered into a Securities Purchase Agreement (the "SPA") on September 12, 2022. Pursuant to the SPA, Project Nickel provided $1,335,000 in funding to the Issuer, and in exchange, the Issuer issued to Project Nickel: (i) an Original Issue Discount Secured Convertible Promissory Note in the principal amount of $1,500,000, bearing interest at a rate of 6% per annum and maturing on December 31, 2023 (the "2022 Note"); and (ii) Series X, Series Y, and Series Z warrants (collectively, the "Warrants"). The 2022 Note was convertible into 30% of the Issuer's outstanding Common Stock on a post-conversion basis as of the date of conversion (the "Conversion Shares"). Each series of Warrants was exercisable for a number of shares equal to 60% of the Conversion Shares, with exercise prices as follows: (i) for the Series X Warrants, the lower of $0.02 and 120% of the closing price of the Common Stock on the date of exercise; (ii) for the Series Y Warrants, the lower of $0.05 and 150% of the closing price on the date of exercise; and (iii) for the Series Z Warrants, the lower of $0.06 and 200% of the closing price on the date of exercise. Both the 2022 Note and the Warrants were subject to a contractual beneficial ownership blocker provision, which limited Project Nickel's ability to convert or exercise such securities to the extent that doing so would result in beneficial ownership exceeding a specified threshold. As disclosed in the Issuer's Form 8-K filed on December 20, 2023, the Issuer and Project Nickel entered into an agreement on December 19, 2023, pursuant to which the parties agreed to exchange the 2022 Note for a new note with substantially similar terms, except that (i) the maturity date was extended to December 31, 2024, and (ii) the conversion feature was modified to permit conversion into 40% of the Issuer's outstanding Common Stock on a post-conversion basis (the "2023 Note"). As disclosed in the Issuer's Form 8-K filed on November 4, 2024, the Issuer and Project Nickel entered into three separate agreements on November 1, 2024: (i) a Convertible Note Exchange Agreement (the "Convertible Note Exchange Agreement"); (ii) a Warrant Exchange and Extinguishment Agreement (the "Warrant Exchange and Extinguishment Agreement"); and (iii) a Promissory Note Exchange Agreement (the "Promissory Note Exchange Agreement"). Pursuant to the Convertible Note Exchange Agreement, Project Nickel agreed to exchange the 2023 Note for: (i) a new Secured Exchange Note with a principal amount of $1,620,240, bearing interest at 8% per annum and maturing on December 31, 2025 (the "2024 Note"); and (ii) 750,000,000 shares of Common Stock. Under the Warrant Exchange and Extinguishment Agreement, Project Nickel agreed to extinguish all outstanding Series X, Y, and Z Warrants in exchange for: (i) 600,000,000 shares of Common Stock, and (ii) 650,000 shares of the Issuer's Series D Preferred Stock, each of which is convertible at any time into 1,000 shares of Common Stock. As of November 1, 2024, the Issuer owed Project Nickel an aggregate default principal amount of $241,590 under promissory notes issued on November 20, 2023 ($25,000), March 6, 2024 ($125,000), and April 30, 2024 ($50,000) (collectively, the "Promissory Notes"). Pursuant to the Promissory Note Exchange Agreement, Project Nickel agreed to consolidate and exchange the Promissory Notes for a new consolidated promissory note with a principal amount of $241,590, bearing interest at 8% per annum and maturing on December 31, 2025 (the "New Promissory Note"). On September 22, 2025, the Issuer and Project Nickel entered into a Secured Exchange Note Exchange Agreement (the "2025 Exchange Agreement"), pursuant to which Project Nickel agreed to exchange the 2024 Note, then outstanding with a principal balance of $1,220,240, for: (i) a new secured convertible promissory note with a principal amount of $1,220,240, bearing interest at 8% per annum and maturing on December 31, 2027 (the "2025 Note"); and (ii) 500,000,000 newly-issued shares of Common Stock. The 2025 Note is convertible into shares of Common Stock at a price of $0.001 per share, adjusted for any stock splits. Additionally, on September 22, 2025, the 650,000 shares of Series D Preferred Stock held by Project Nickel were converted into 650,000,000 shares of Common Stock, in accordance with the applicable conversion terms. On June 30, 2026, the Issuer and Project Nickel entered into a Secured Convertible Promissory Note Exchange Agreement (the "2026 Exchange Agreement") pursuant to which Project Nickel agreed to exchange and extinguish the 2025 Note, then outstanding with a principal balance of $$1,220,240, for (i) 3,250,000 shares of Series E Convertible Preferred Stock, each of which is convertible at any time into 1,000 shares of Common Stock.; and, (ii) 750,131,126 newly-issued shares of Common Stock. For purposes of this Schedule 13D, the 2022 Note, 2023 Note, 2024 Note, 2025 Note, the Promissory Notes, and the New Promissory Note are collectively referred to herein as the "Notes." Except as previously disclosed, DAXvest and Mr. Kittrell do not directly own any shares of Common Stock but are deemed to beneficially own the Common Stock held by Project Nickel. Each of DAXvest and Mr. Kittrell disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. The foregoing summary of certain terms of the SPA, the Notes, the Warrants, the Convertible Note Exchange Agreement, the Warrant Exchange and Extinguishment Agreement, the Promissory Note Exchange Agreement, 2025 Exchange Agreement and the 2026 Exchange Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of such documents, which are referenced in the Issuer's current reports on Form 8-K identified above. The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes. Except as set forth herein, the Reporting Persons do not presently have any plan or proposal that would result in any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to evaluate their investment in the Issuer on an ongoing basis. Depending on various factors, including but not limited to the Issuer's financial condition and strategic direction, actions taken by its board of directors, prevailing market conditions, the price of the Common Stock, alternative investment opportunities, and general economic and industry developments, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate. Such actions may include, without limitation, acquiring additional securities of the Issuer, disposing of some or all of their holdings, engaging in discussions with management, the board of directors, other shareholders, or third parties, or modifying their current intentions with respect to any or all matters described in Item 4 of Schedule 13D.

As disclosed in the Issuer's Form 8-K filed on September 14, 2022, the Issuer and Project Nickel entered into a Securities Purchase Agreement (the "SPA") on September 12, 2022. Pursuant to the SPA, Project Nickel provided $1,335,000 in funding to the Issuer, and in exchange, the Issuer issued to Project Nickel: (i) an Original Issue Discount Secured Convertible Promissory Note in the principal amount of $1,500,000, bearing interest at a rate of 6% per annum and maturing on December 31, 2023 (the "2022 Note"); and (ii) Series X, Series Y, and Series Z warrants (collectively, the "Warrants"). The 2022 Note was convertible into 30% of the Issuer's outstanding Common Stock on a post-conversion basis as of the date of conversion (the "Conversion Shares"). Each series of Warrants was exercisable for a number of shares equal to 60% of the Conversion Shares, with exercise prices as follows: (i) for the Series X Warrants, the lower of $0.02 and 120% of the closing price of the Common Stock on the date of exercise; (ii) for the Series Y Warrants, the lower of $0.05 and 150% of the closing price on the date of exercise; and (iii) for the Series Z Warrants, the lower of $0.06 and 200% of the closing price on the date of exercise. Both the 2022 Note and the Warrants were subject to a contractual beneficial ownership blocker provision, which limited Project Nickel's ability to convert or exercise such securities to the extent that doing so would result in beneficial ownership exceeding a specified threshold. As disclosed in the Issuer's Form 8-K filed on December 20, 2023, the Issuer and Project Nickel entered into an agreement on December 19, 2023, pursuant to which the parties agreed to exchange the 2022 Note for a new note with substantially similar terms, except that (i) the maturity date was extended to December 31, 2024, and (ii) the conversion feature was modified to permit conversion into 40% of the Issuer's outstanding Common Stock on a post-conversion basis (the "2023 Note"). As disclosed in the Issuer's Form 8-K filed on November 4, 2024, the Issuer and Project Nickel entered into three separate agreements on November 1, 2024: (i) a Convertible Note Exchange Agreement (the "Convertible Note Exchange Agreement"); (ii) a Warrant Exchange and Extinguishment Agreement (the "Warrant Exchange and Extinguishment Agreement"); and (iii) a Promissory Note Exchange Agreement (the "Promissory Note Exchange Agreement"). Pursuant to the Convertible Note Exchange Agreement, Project Nickel agreed to exchange the 2023 Note for: (i) a new Secured Exchange Note with a principal amount of $1,620,240, bearing interest at 8% per annum and maturing on December 31, 2025 (the "2024 Note"); and (ii) 750,000,000 shares of Common Stock. Under the Warrant Exchange and Extinguishment Agreement, Project Nickel agreed to extinguish all outstanding Series X, Y, and Z Warrants in exchange for: (i) 600,000,000 shares of Common Stock, and (ii) 650,000 shares of the Issuer's Series D Preferred Stock, each of which is convertible at any time into 1,000 shares of Common Stock. As of November 1, 2024, the Issuer owed Project Nickel an aggregate default principal amount of $241,590 under promissory notes issued on November 20, 2023 ($25,000), March 6, 2024 ($125,000), and April 30, 2024 ($50,000) (collectively, the "Promissory Notes"). Pursuant to the Promissory Note Exchange Agreement, Project Nickel agreed to consolidate and exchange the Promissory Notes for a new consolidated promissory note with a principal amount of $241,590, bearing interest at 8% per annum and maturing on December 31, 2025 (the "New Promissory Note"). On September 22, 2025, the Issuer and Project Nickel entered into a Secured Exchange Note Exchange Agreement (the "2025 Exchange Agreement"), pursuant to which Project Nickel agreed to exchange the 2024 Note, then outstanding with a principal balance of $1,220,240, for: (i) a new secured convertible promissory note with a principal amount of $1,220,240, bearing interest at 8% per annum and maturing on December 31, 2027 (the "2025 Note"); and (ii) 500,000,000 newly-issued shares of Common Stock. The 2025 Note is convertible into shares of Common Stock at a price of $0.001 per share, adjusted for any stock splits. Additionally, on September 22, 2025, the 650,000 shares of Series D Preferred Stock held by Project Nickel were converted into 650,000,000 shares of Common Stock, in accordance with the applicable conversion terms. On June 30, 2026, the Issuer and Project Nickel entered into a Secured Convertible Promissory Note Exchange Agreement (the "2026 Exchange Agreement") pursuant to which Project Nickel agreed to exchange and extinguish the 2025 Note, then outstanding with a principal balance of $$1,220,240, for (i) 3,250,000 shares of Series E Convertible Preferred Stock, each of which is convertible at any time into 1,000 shares of Common Stock.; and, (ii) 750,131,126 newly-issued shares of Common Stock. For purposes of this Schedule 13D, the 2022 Note, 2023 Note, 2024 Note, 2025 Note, the Promissory Notes, and the New Promissory Note are collectively referred to herein as the "Notes." Except as previously disclosed, DAXvest and Mr. Kittrell do not directly own any shares of Common Stock but are deemed to beneficially own the Common Stock held by Project Nickel. Each of DAXvest and Mr. Kittrell disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. The foregoing summary of certain terms of the SPA, the Notes, the Warrants, the Convertible Note Exchange Agreement, the Warrant Exchange and Extinguishment Agreement, the Promissory Note Exchange Agreement, 2025 Exchange Agreement and the 2026 Exchange Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of such documents, which are referenced in the Issuer's current reports on Form 8-K identified above. The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes. Except as set forth herein, the Reporting Persons do not presently have any plan or proposal that would result in any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to evaluate their investment in the Issuer on an ongoing basis. Depending on various factors, including but not limited to the Issuer's financial condition and strategic direction, actions taken by its board of directors, prevailing market conditions, the price of the Common Stock, alternative investment opportunities, and general economic and industry developments, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate. Such actions may include, without limitation, acquiring additional securities of the Issuer, disposing of some or all of their holdings, engaging in discussions with management, the board of directors, other shareholders, or third parties, or modifying their current intentions with respect to any or all matters described in Item 4 of Schedule 13D.

As disclosed in the Issuer's Form 8-K filed on September 14, 2022, the Issuer and Project Nickel entered into a Securities Purchase Agreement (the "SPA") on September 12, 2022. Pursuant to the SPA, Project Nickel provided $1,335,000 in funding to the Issuer, and in exchange, the Issuer issued to Project Nickel: (i) an Original Issue Discount Secured Convertible Promissory Note in the principal amount of $1,500,000, bearing interest at a rate of 6% per annum and maturing on December 31, 2023 (the "2022 Note"); and (ii) Series X, Series Y, and Series Z warrants (collectively, the "Warrants"). The 2022 Note was convertible into 30% of the Issuer's outstanding Common Stock on a post-conversion basis as of the date of conversion (the "Conversion Shares"). Each series of Warrants was exercisable for a number of shares equal to 60% of the Conversion Shares, with exercise prices as follows: (i) for the Series X Warrants, the lower of $0.02 and 120% of the closing price of the Common Stock on the date of exercise; (ii) for the Series Y Warrants, the lower of $0.05 and 150% of the closing price on the date of exercise; and (iii) for the Series Z Warrants, the lower of $0.06 and 200% of the closing price on the date of exercise. Both the 2022 Note and the Warrants were subject to a contractual beneficial ownership blocker provision, which limited Project Nickel's ability to convert or exercise such securities to the extent that doing so would result in beneficial ownership exceeding a specified threshold. As disclosed in the Issuer's Form 8-K filed on December 20, 2023, the Issuer and Project Nickel entered into an agreement on December 19, 2023, pursuant to which the parties agreed to exchange the 2022 Note for a new note with substantially similar terms, except that (i) the maturity date was extended to December 31, 2024, and (ii) the conversion feature was modified to permit conversion into 40% of the Issuer's outstanding Common Stock on a post-conversion basis (the "2023 Note"). As disclosed in the Issuer's Form 8-K filed on November 4, 2024, the Issuer and Project Nickel entered into three separate agreements on November 1, 2024: (i) a Convertible Note Exchange Agreement (the "Convertible Note Exchange Agreement"); (ii) a Warrant Exchange and Extinguishment Agreement (the "Warrant Exchange and Extinguishment Agreement"); and (iii) a Promissory Note Exchange Agreement (the "Promissory Note Exchange Agreement"). Pursuant to the Convertible Note Exchange Agreement, Project Nickel agreed to exchange the 2023 Note for: (i) a new Secured Exchange Note with a principal amount of $1,620,240, bearing interest at 8% per annum and maturing on December 31, 2025 (the "2024 Note"); and (ii) 750,000,000 shares of Common Stock. Under the Warrant Exchange and Extinguishment Agreement, Project Nickel agreed to extinguish all outstanding Series X, Y, and Z Warrants in exchange for: (i) 600,000,000 shares of Common Stock, and (ii) 650,000 shares of the Issuer's Series D Preferred Stock, each of which is convertible at any time into 1,000 shares of Common Stock. As of November 1, 2024, the Issuer owed Project Nickel an aggregate default principal amount of $241,590 under promissory notes issued on November 20, 2023 ($25,000), March 6, 2024 ($125,000), and April 30, 2024 ($50,000) (collectively, the "Promissory Notes"). Pursuant to the Promissory Note Exchange Agreement, Project Nickel agreed to consolidate and exchange the Promissory Notes for a new consolidated promissory note with a principal amount of $241,590, bearing interest at 8% per annum and maturing on December 31, 2025 (the "New Promissory Note"). On September 22, 2025, the Issuer and Project Nickel entered into a Secured Exchange Note Exchange Agreement (the "2025 Exchange Agreement"), pursuant to which Project Nickel agreed to exchange the 2024 Note, then outstanding with a principal balance of $1,220,240, for: (i) a new secured convertible promissory note with a principal amount of $1,220,240, bearing interest at 8% per annum and maturing on December 31, 2027 (the "2025 Note"); and (ii) 500,000,000 newly-issued shares of Common Stock. The 2025 Note is convertible into shares of Common Stock at a price of $0.001 per share, adjusted for any stock splits. Additionally, on September 22, 2025, the 650,000 shares of Series D Preferred Stock held by Project Nickel were converted into 650,000,000 shares of Common Stock, in accordance with the applicable conversion terms. On June 30, 2026, the Issuer and Project Nickel entered into a Secured Convertible Promissory Note Exchange Agreement (the "2026 Exchange Agreement") pursuant to which Project Nickel agreed to exchange and extinguish the 2025 Note, then outstanding with a principal balance of $$1,220,240, for (i) 3,250,000 shares of Series E Convertible Preferred Stock, each of which is convertible at any time into 1,000 shares of Common Stock.; and, (ii) 750,131,126 newly-issued shares of Common Stock. For purposes of this Schedule 13D, the 2022 Note, 2023 Note, 2024 Note, 2025 Note, the Promissory Notes, and the New Promissory Note are collectively referred to herein as the "Notes." Except as previously disclosed, DAXvest and Mr. Kittrell do not directly own any shares of Common Stock but are deemed to beneficially own the Common Stock held by Project Nickel. Each of DAXvest and Mr. Kittrell disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. The foregoing summary of certain terms of the SPA, the Notes, the Warrants, the Convertible Note Exchange Agreement, the Warrant Exchange and Extinguishment Agreement, the Promissory Note Exchange Agreement, 2025 Exchange Agreement and the 2026 Exchange Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of such documents, which are referenced in the Issuer's current reports on Form 8-K identified above. The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes. Except as set forth herein, the Reporting Persons do not presently have any plan or proposal that would result in any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to evaluate their investment in the Issuer on an ongoing basis. Depending on various factors, including but not limited to the Issuer's financial condition and strategic direction, actions taken by its board of directors, prevailing market conditions, the price of the Common Stock, alternative investment opportunities, and general economic and industry developments, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate. Such actions may include, without limitation, acquiring additional securities of the Issuer, disposing of some or all of their holdings, engaging in discussions with management, the board of directors, other shareholders, or third parties, or modifying their current intentions with respect to any or all matters described in Item 4 of Schedule 13D.

As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on September 26, 2025, on September 23, 2025, the Issuer entered into a compensatory arrangement with its director, the Reporting Person, pursuant to an Exchange Agreement (the "Exchange Agreement"), under which the Issuer issued 500,000,000 shares of common stock to the Reporting Person in full satisfaction of accrued and unpaid director fees totaling $56,000 as of December 31, 2024. The issuance was effected as a direct grant, was not made pursuant to any stockholder-approved equity compensation plan, and was conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. As a result of the issuance, the Reporting Person beneficially owned approximately 11.5% of the Issuer's outstanding shares of Common Stock. This ownership percentage is based on 4,340,670,903 shares of Common Stock outstanding as of September 26, 2025, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on that date. The foregoing description of certain terms of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on September 26, 2025, and is incorporated herein by reference. The Reporting Person acquired the shares of Common Stock reported herein for investment purposes. Except as otherwise disclosed in this Schedule 13D, the Reporting Person does not currently have any plan or proposal that would result in or relate to any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including without limitation the Issuer's financial condition and strategic direction, actions taken by its board of directors, the market price of the Common Stock, alternative investment opportunities, conditions in the securities markets, and general economic and industry developments, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate. These actions may include, without limitation, acquiring additional shares of Common Stock, disposing of some or all of his holdings in Common Stock or warrants, engaging in discussions with the Issuer's management, board of directors, other shareholders, or third parties concerning the Issuer, and/or modifying his intentions with respect to any or all matters referred to in Item 4 of Schedule 13D.