MGT CAPITAL INVESTMENTS, INC. (MGTI): debt financing — MGT Capital swaps $1.22M note and director fees for 1.85B shares; outstanding 4.34B

MGT CAPITAL INVESTMENTS, INC.

Exchanged $1,220,240 note with Project Nickel for new 8% note due 2027 plus 500M shares; converted 650K Series D preferred into 650M shares.
Issued 200M shares to interim CEO/CFO Jonathan Pfohl and another employee as equity grants on Sep 23, 2025.
Issued 500M shares to Director Michael Onghai to settle $56,000 in unpaid director fees via $50,000 exchange agreement.
Total shares outstanding post-issuances: 4,340,670,903, reflecting massive dilution.

item 1.01 item 1.02 item 2.03 item 3.02 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

MGT CAPITAL INVESTMENTS, INC. incurred convertible notes of $1,220,240 with Project Nickel LLC at 8% per annum maturing December 31, 2027.

Instrument: convertible notes
Principal: $1,220,240
Counterparty: Project Nickel LLC
Rate: 8% per annum
Maturity: December 31, 2027
Event: incurrence

Exact text from the filing

a new Secured Convertible Promissory Note issued on September 22, 2025, in the principal amount of $1,220,240, with an interest rate of 8% per annum and a maturity date of December 31, 2027

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.7

MGT CAPITAL INVESTMENTS, INC. issued 100,000,000 shares to Interim CEO and CFO; 100,000,000 shares to another employee of common stock to Jonathan M. Pfohl and another employee for equity grants approved by Board of Directors.

Security: common stock
Shares: 100,000,000 shares to Interim CEO and CFO; 100,000,000 shares to another employee
Purchaser: Jonathan M. Pfohl and another employee
Consideration: equity grants approved by Board of Directors

Exact text from the filing

On September 23, 2025, the Company issued 100,000,000 shares of common stock to its Interim Chief Executive Officer & Chief Financial Officer, Jonathan M. Pfohl, and an additional 100,000,000 shares to another employee of the Company who qualified as an accredited investor.

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

MGT CAPITAL INVESTMENTS, INC. issued 650,000,000 shares of common stock of preferred stock to Project Nickel LLC for conversion of 650,000 shares of Series D Preferred Stock.

Security: preferred stock
Shares: 650,000,000 shares of common stock
Purchaser: Project Nickel LLC
Consideration: conversion of 650,000 shares of Series D Preferred Stock

Exact text from the filing

Also on September 22, 2025, the Company issued 650,000,000 shares of common stock upon the conversion of 650,000 shares of Series D Preferred Stock held by Project Nickel.

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

MGT CAPITAL INVESTMENTS, INC. issued 500,000,000 shares of the Company's common stock of convertible note to Project Nickel LLC for exchange of outstanding principal balance of $1,220,240 on a Secured Exchange Note.

Security: convertible note
Shares: 500,000,000 shares of the Company's common stock
Purchaser: Project Nickel LLC
Consideration: exchange of outstanding principal balance of $1,220,240 on a Secured Exchange Note

Exact text from the filing

On September 22, 2025, the Company issued to Project Nickel, an accredited investor, in private transactions not involving a public offering, (i) the New Secured Exchange Note in the principal amount of $1,220,240, and (ii) 500,000,000 shares of the Company's common stock, pursuant to the terms of the 2025 Convertible Note Exchange Agreement.

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.7

MGT CAPITAL INVESTMENTS, INC. issued 500,000,000 shares of common stock of common stock to Michael Onghai for exchange or waiver of outstanding director fees of $56,000.

Security: common stock
Shares: 500,000,000 shares of common stock
Purchaser: Michael Onghai
Consideration: exchange or waiver of outstanding director fees of $56,000

Exact text from the filing

Also on September 23, 3025, the Company issued 500,000,000 shares of common stock to its Director, Michael Onghai, pursuant to an Exchange Agreement (the “Exchange Agreement”) under which Mr. Onghai agreed to exchange or waive outstanding director fees of $56,000 owed as of December 31, 2024, in consideration for the share issuance.

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8 debt financings filed in the last 30 days. Browse all debt financings →

MGT CAPITAL INVESTMENTS, INC. filing history →

Source: SEC EDGAR

accession 0001493152-25-014993

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