MGT Capital Investments, Inc. entered into Securities Purchase and Subscription Agreements with accredited investors for a private placement of up to $500,000 of common stock at $0.001 per share. This structure allows the company to raise cash gradually through rolling closings.
As of this report, the company has closed on $150,000 of common stock, representing 150,000,000 shares sold to three investors. The offering is scheduled to end on July 31, 2026, with a possible extension to August 30, 2026, and proceeds are designated for general working capital.
The shares were issued as restricted securities in an unregistered offering relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, meaning they cannot be freely resold in the United States without registration or another exemption.
MGT Capital Investments, Inc. reported no revenue for the quarter ended March 31, 2026, compared with $87 (thousands) a year earlier, after shutting down its Bitcoin mining and hosting business in 2025.
The company posted a net loss of $182 (thousands) versus a $214 (thousands) loss in 2025, as operating expenses fell to $152 (thousands). Cash was $218 (thousands), against total liabilities of $2,312 (thousands) and a stockholders’ deficit of $2,088 (thousands). Management discloses a working capital deficit of $907 (thousands) and “substantial doubt” about the ability to continue as a going concern.
To fund operations during this transition, MGT raised $675 (thousands) in an equity offering that closed in January 2026 and began another offering of up to $500 (thousands), of which $150 (thousands) was raised after quarter-end. It also carries a $1,220 (thousands) secured convertible note maturing in 2027 that is convertible into 1,220,240,000 common shares.
MGT Capital Investments reports that 2025 was a transition year as it exited active Bitcoin mining and hosting. The company’s LaFayette, Georgia facility was sold on May 13, 2025 for $1,350, eliminating its primary operating asset and leaving no active revenue-generating operations.
For the year ended December 31, 2025, revenue fell to $87 from $322 in 2024, mainly due to reduced mining activity and the end of hosting contracts. Operating expenses declined to $884, driven by lower electricity, depreciation, and overhead. Non‑operating income of $578 was helped by a $676 gain on the facility sale.
Net loss was $219, but the balance sheet remains strained. As of December 31, 2025, MGT had cash of $103, a working capital deficit of $1,105, and an accumulated deficit of $426,737. Auditors issued a going concern opinion. The company has two employees, relies heavily on its sole executive officer, and is pursuing strategic alternatives while managing liquidity and compliance.
MGT Capital Investments, Inc. completed an additional private placement of its common stock on January 29, 2026, raising $375,000 and bringing total proceeds under the offering to $675,000 at a purchase price of $0.001 per share.
The company states that the funds will be used for general working capital purposes. In total, 675,000,000 shares of common stock have been issued and sold in this offering as of the date of the report. The shares were sold to accredited investors as restricted securities under exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D.