Item 1.01. Entry into a Material Definitive Agreement.

On August 5, 2022, MGT Capital Investments, Inc. (the "Company"), a Delaware corporation, entered into a securities purchase agreement (the "Securities Purchase Agreement") with Capital Ten Management, LLC, a Delaware limited liability company (the "Investor"), pursuant to which the Company (i) sold 22,800,000 shares of common stock, $0.001 par value per share, of the Company (the "Common Stock"), and (ii) issued three warrants, each to purchase 7,600,0000 shares of Common Stock (collectively, the "Warrants") for consideration of $228,000. Subject to the terms and adjustments in the Warrants, the Warrants are exercisable at initial prices of $0.03, $0.06, and $0.12 per share, for three years from August 5, 2022. The Investor has the option to exercise all or any part of the Warrants on a cashless or cash basis.

Unless specifically defined herein, the capitalized terms shall have the meanings as defined in the respective documents attached hereto. A copy of the Securities Purchase Agreement and a Form of Warrant is attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The descriptions of the Securities Purchase Agreement and the Form of Warrant contained herein do not purport to be complete and are qualified in their entirety by the terms of the Securities Purchase Agreement and the Form of Warrant attached hereto.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 is hereby incorporated by reference.

The issuance of these securities is being made in reliance upon an exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended.

As of August 5, 2022, the Company had 683,770,903 shares of Common Stock outstanding.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits




Exhibit
Number                                  Description
10.1        Securities Purchase Agreement dated August 5, 2022.*
10.2        Form of Warrant issued by Company to Investor dated August 5, 2022.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

* The schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K and certain information has been redacted in accordance with Item 601(a)(6) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

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