---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-032207"
form_type: "8-K"
ticker: "MGTI"
cik: "0001001601"
company_name: "MGT CAPITAL INVESTMENTS, INC."
filed_at: "2026-07-06T21:30:52+00:00"
generated_at: "2026-07-06T21:32:18.600050+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# MGT Capital exchanges $1.22M note for 750M common shares; board expands to 3

## Summary
- Exchanged $1,220,240 secured convertible note with Project Nickel LLC for 3,250,000 Series E preferred shares and 750,131,126 common shares.
- Issued 150,000,000 common shares to David M. Garrity at $0.00033/share for $50,000 cash.
- Board expanded from 1 to 3 members; appointed Jonathan M. Pfohl (interim CEO/CFO) and David M. Garrity as directors.
- Series E Preferred Stock carries 9.9% beneficial ownership limitation blocker.
- All securities issued in unregistered transactions under Sections 3(a)(9) and 4(a)(2) of the Securities Act.

## SEC filing metadata
- accession: 0001493152-26-032207
- form_type: 8-K
- ticker: MGTI
- cik: 0001001601
- company_name: MGT CAPITAL INVESTMENTS, INC.
- filed_at: 2026-07-06T21:30:52+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1001601/000149315226032207/0001493152-26-032207-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1001601/000149315226032207/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-032207
- JSON: https://secwatch.observer/filing/0001493152-26-032207.json
- Plain text: https://secwatch.observer/filing/0001493152-26-032207.txt

## Key facts
- Executive change
  Jonathan M. Pfohl was appointed as Director at MGT CAPITAL INVESTMENTS, INC..
  - Action: appointed
  - Role: Director
  source text: Jonathan M. Pfohl, who currently serves as the Company’s Interim Chief Executive Officer and Chief Financial Officer, was appointed to serve as a member of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1001601/000149315226032207/0001493152-26-032207-index.htm
- Executive change
  David M. Garrity was appointed as Director at MGT CAPITAL INVESTMENTS, INC..
  - Action: appointed
  - Role: Director
  source text: David M. Garrity was appointed as an independent member of the Board to hold office until the next annual meeting of stockholders and until his successor is duly elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1001601/000149315226032207/0001493152-26-032207-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.