Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Between December 19, 2025, and December 23, 2025, MGT Capital Investments, Inc. (the "Company") entered into Securities Purchase Agreements and related Subscription Agreements (collectively, the "Agreement") with several accredited investors. Under the terms of the Agreement, the Company is conducting a private placement of up to $1,000,000 of its common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $0.001 per share. The offering is being conducted on a rolling closing basis and is scheduled to terminate on January 31, 2026.

As of the date of this filing, the Company has closed on the sale of an aggregate of $300,000 in Common Stock. The proceeds will be used for general working capital purposes.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Shares issued and sold under the Purchase Agreement as described in Item 1.01 were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder. The Shares were issued as restricted securities and have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements As of the date of this filing, 300,000,000 Shares have been issued and sold under the Offering.