UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

(Mark One)

For the fiscal year ended: December 31, 2025

OR

For the transition period from to

Commission File Number 001-32698

MGT CAPITAL INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

(914) 630–7430

(Registrant’s telephone number, including area code)

Securities registered under section 12(b) of the Act:

Not applicable

Securities registered under section 12(g) of the Act:

Common stock, par value $.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025, the last trading day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $683,953, based on the closing price of the OTC Pink Marketplace of $0.0006.

As of March 16, 2026, the registrant had outstanding 5,015,670,903 shares of common stock, $0.001 par value.

MGT CAPITAL INVESTMENTS, INC. AND SUBSIDIARY

INDEX

($ in thousands, except share and per–share amounts)

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and other written and oral statements made from time to time by us may contain forward-looking statements. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Item 1A. Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Information regarding market and industry statistics contained in this Annual Report on Form 10-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. As a result, investors should not place undue reliance on these forward-looking statements.

As used in this annual report, the terms “we”, “us”, “our”, “MGT” and the “Company” mean MGT Capital Investments, Inc. and its subsidiary, unless otherwise indicated.

All dollar amounts set forth in this Annual Report as of and for the year ended December 31, 2025 on this Form 10–K are in thousands, except per–share amounts.

PART I

Item 1. Business

The Company is a Delaware corporation incorporated in 2000. MGT was originally incorporated in Utah in 1977. MGT’s corporate office is in Melbourne, Florida.

Historically, the Company has operated in the cryptocurrency mining and hosting industry, with a primary focus on Bitcoin. During the fiscal year ended December 31, 2025, our business underwent a significant strategic transition following the cessation of active mining operations and the sale of our primary operating facility.

Recent Operational Developments

For a significant portion of the fiscal year ended December 31, 2025, our operations consisted of hosting services for third-party miners and self-mining activities at our company-owned facility in LaFayette, Georgia. However, several material events occurred during 2025 that have altered our current business status:

Strategy

MGT’s historical business strategy was to maximize the value of its existing digital asset mining equipment while leveraging the Company’s expertise in developing and operating Bitcoin mining and hosting operations. In conjunction with our existing assets, our management is currently engaged in a strategic review process to determine the best use of our assets and other potential business opportunities. While we have historically maximized the value of our digital asset mining equipment, our immediate priorities include:

The Bitcoin Mining Industry

Bitcoin mining entails solving complex mathematical problems using ASIC computers to perform calculations and add transaction blocks to the Blockchain ledger. Miners are rewarded with a fixed number of Bitcoin and network transaction fees.

Government Regulation

Government regulation of cryptocurrency is being actively considered by the United States federal government via a number of agencies and regulatory bodies, as well as similar entities in other countries. State government regulations also may apply to our activities and other activities in which we participate or may participate in the future. Other regulatory bodies are governmental or semi-governmental and have shown an interest in regulating or investigating companies engaged in the cryptocurrency business.

Businesses that are engaged in the transmission and custody of Bitcoin and other digital assets, including brokers and custodians, can be subject to U.S. Treasury Department regulations as money services businesses as well as state money transmitter licensing requirements. Bitcoin and other digital assets are subject to anti-fraud regulations under federal and state commodity laws, and digital asset derivative instruments are substantively regulated by the U.S. Commodity Futures Trading Commission. Certain jurisdictions, including, among others, New York and a number of countries outside the United States, have developed regulatory requirements specifically for digital assets and companies that transact in them.

Regulations may substantially change in the future, and it is presently not possible to know how regulations will apply to our businesses, or when they will be effective. As the regulatory and legal environment evolves, we may become subject to new laws, further regulation by the SEC and other agencies, which may affect our mining and other activities. For instance, various bills have also been proposed in Congress related to our business, which may be adopted and have an impact on us. For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see the Section entitled “Item 1A. Risk Factors” herein.

In addition, since transactions in Bitcoin provide a reasonable degree of pseudo anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception of such misuse (even if untrue), could lead to greater regulatory oversight of Bitcoin platforms, and there is the possibility that law enforcement agencies could close Bitcoin platforms or other Bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving Bitcoin held via such platforms or infrastructure.

Employees

Currently the Company has two full-time employees. We are currently dependent on our sole executive officer, Jonathan M. Pfohl, who serves as Interim Chief Executive Officer and Chief Financial Officer. The employees are not represented by a labor union, and the Company believes it maintains good relations with all employees.

Available Information

MGT maintains a website at www.mgtci.com. The Company makes available free of charge our annual reports on Form 10–K, quarterly reports on Form 10–Q and current reports on Form 8–K, including any amendments to the foregoing reports, as soon as is reasonably practicable after such material is electronically filed with, or furnished to, the SEC. These materials along with our Code of Business Conduct and Ethics are also available through our corporate website at www.mgtci.com. The public may also access, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports as filed with the SEC under the Securities Exchange Act of 1934, as amended on the SEC’s website at http://www.sec.gov. Any amendments to, and waivers of, our Code of Business Conduct and Ethics will be posted on our corporate website. The Company is not incorporating by reference any of the information contained at mgtci.com as a part of this Annual Report.

Item 1A. Risk Factors

Discussion of our business and operations included in this Annual Report should be read together with the risk factors set forth below. They describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties, together with other factors described elsewhere in this report, have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. New risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect our financial performance. Each of the risks described below could adversely impact the value of our securities. These statements, like all statements in this report, speak only as of the date of this Annual Report (unless another date is indicated), and we undertake no obligation to update or revise the statements in light of future developments.

Summary of Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks summarized below, which are explained in detail in the following pages:

I. Risks Related to Our Current Operational Status and Strategic Transition

Our future depends on redeploying our existing assets and identifying and executing new business opportunities.

As of March 2025, we ceased all self-mining operations and the lease with our largest hosting customer expired. In May 2025, we sold our hosting facility; as a result, we currently have no active revenue-generating operations, and our ability to create shareholder value depends on successfully identifying, acquiring, or developing new business opportunities. The Company is actively pursuing new opportunities, including economic deployment of the Bitcoin Mining equipment that it continue to own, but there can be no assurance that we will be able to successfully identify or consummate any such opportunities on acceptable terms, or at all. Until such time, we will rely on our available resources to fund corporate expenses, and we may need to raise additional capital. Failure to secure new operations or additional financing would materially and adversely affect our business, financial condition, and results of operations

Our auditors have issued a “going concern” audit opinion expressing substantial doubt about our ability to continue as a going concern.

Our independent auditors have indicated in their report on our December 31, 2025 and 2024 financial statements that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements incorporated in this Annual Report have been prepared assuming that we will continue as a going concern for one year from the date the financial statements are issued and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation. As of December 31, 2025, we had an accumulated deficit of $426.7 million and a history of recurring losses. This “going concern” doubt may make it more difficult for us to raise capital or enter into strategic transactions. If we are unable to continue as a going concern, you could lose your entire investment.

Our executive leadership has recently changed, and our business is now highly dependent on the continued services of our sole officer, which presents a significant risk.

Effective as of July 1, 2025, Jonathan Pfohl became the Company’s Chief Financial Officer and Interim Chief Executive Officer. Mr. Pfohl is currently the only officer of the Company. Our success is highly dependent on the continued services of Mr. Pfohl. The loss of his services, or the diversion of his attention from his management duties for any reason, would leave us without executive leadership, which could significantly disrupt our business and growth opportunities. We do not have key man insurance on his life. The market for highly qualified personnel in this industry is very competitive, and we may be unable to attract a suitable replacement in a timely manner, on favorable terms, or at all.

II. Risks Related to Digital Assets and Remaining Mining Equipment

The value of our remaining assets and the feasibility of future mining are tied to the volatile price of Bitcoin.

We continue to own 35 Antminer S19 Pro mining units currently held in storage. The economic viability of redeploying these assets is directly impacted by the market price of Bitcoin, which has experienced extreme volatility in 2025 and we expect it to continue to do so. Any sustained decline in Bitcoin prices may render our equipment obsolete or prevent us from restarting profitable operations.

Bitcoin is subject to Halving, meaning that the Bitcoin rewarded for solving a block will be reduced in the future and its value may not commensurately adjust to compensate us for such reductions, and the overall supply of Bitcoin is finite.

Bitcoin is subject to Halving, which is the process by which the Bitcoin reward for solving a block is reduced by 50% every 210,000 blocks that are solved. This means that the amount of Bitcoin we (or any other miner) are rewarded for solving a block in the Blockchain is permanently cut in half. For example, the last Halving occurred in April 2024, resulting in a revised payout of 3.125 Bitcoin per block solved, down from the previous reward rate of 6.25 Bitcoin per block solved. There can be no assurance that the price of Bitcoin will sufficiently increase to justify the increasingly high costs of mining for Bitcoin given the Halving feature. If a corresponding and proportionate increase in the trading price of these cryptocurrencies does not follow these anticipated Halving events, the revenue we earn from our mining operations will see a corresponding decrease, which would have a material adverse effect on our business and operations. To illustrate, even if the price of Bitcoin remains at its price as of today, all other factors being equal (including the same number of miners and a stable hash rate) our revenue would decrease substantially upon the next Halving.

Further, due to the Halving process, unless the underlying code of the Bitcoin Blockchain is altered (which may be unlikely or difficult given its decentralized nature), the supply of Bitcoin is finite. Once 21 million Bitcoin have been generated by virtue of solving blocks in the Blockchain, the network will stop producing more. Currently, there are approximately 19.7 million Bitcoin in circulation representing about 94% of the total supply of Bitcoin under the current source code. For the foregoing reasons, the Halving feature exposes us to inherent uncertainty and reliance upon the historically volatile price of Bitcoin, rendering an investment in us particularly speculative, especially in the long-term. If the price of Bitcoin does not significantly increase in value, your investment could become worthless.

Bitcoin mining is subject to risks associated with our need for significant electrical power.

Our historical Bitcoin mining operations required significant amounts of electrical power and increases in energy usage or rates directly affected our operating costs. If we are successful in re-establishing our Bitcoin mining operations, we must have access to economical electrical power. Any interruption or loss of access to electricity, or any significant increase in rates, could have materially and adversely affected our mining operations and results of operations during the reporting period. Prolonged power outages or unavailability of electrical power also has the potential to disrupt operations, reduce mining efficiency, or result in the temporary cessation of mining activity, which would adversely affect our financial performance.

III. Risks Related to Our Financial Condition and Capital Structure

We will require significant additional capital to fund our transition which will cause substantial dilution.

We will likely continue to operate at a loss, and we expect to need to raise additional capital to expand our operations and pursue our growth strategies, including potentially the acquisition of new or additional miners, and to respond to competitive pressures or unanticipated working capital requirements. We may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could impair our growth and adversely affect our existing operations. If we raise additional equity financing, our stockholders may experience significant dilution of their ownership interests, and the per-share value of our common stock could decline. Furthermore, if we engage in additional debt financing, the holders of such debt would have priority over the holders of common stock on order of liquidation preference. We may be required to accept terms that restrict our ability to incur additional indebtedness or take other actions including terms that require us to maintain specified liquidity or other ratios that could otherwise not be in the interests of our stockholders.

Our common stock is deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

Our common stock is subject to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). The penny stock rules generally apply to companies whose common stock trades at less than $5.00 per share, subject to specific exceptions. Such exceptions include among others any equity security listed on a national securities exchange and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000, if such issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000 for the last three years. The “penny stock” designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker dealers to solicit purchases of our common stock and therefore reduce its liquidity.

Moreover, as a result of apparent regulatory pressure from the SEC and the Financial Industry Regulatory Authority, a growing number of broker-dealers decline to permit investors, or otherwise make it difficult, to purchase and sell “penny stocks.” The “penny stock” designation may have a depressive effect upon our common stock price. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. Because our common stock is subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

Our amended and restated certificate of incorporation allows for our board to create new series of preferred stock without further approval by our shareholders, which could adversely affect the rights of the holders of our common stock.

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further shareholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, provide holders of the preferred anti-dilution protection, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing shareholders.

Substantial future sales of our common stock by us or by our existing shareholders could cause our stock price to fall.

Additional equity financings or other share issuances by us, including shares issued in connection with strategic alliances and corporate partnering transactions, and shares issued on the conversion of outstanding notes could adversely affect the market price of our common stock. Sales by existing shareholders of a large number of shares of our common stock in the public market or the perception that additional sales could occur could cause the market price of our common stock to drop.

There are substantial risks related to ownership of our common stock.

The market price of our common stock is highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. As a result, you may be unable to resell your shares at a desired price.

IV. General Risk Factors

The Company’s internal control of financial reporting has material weaknesses.

Due to the small size of the Company, the Company does not maintain sufficient segregation of duties to ensure the processing, review and authorization of all transactions including non-routine transactions.

The Bitcoin we may mine may be subject to loss, damage, theft or restriction on access.

There is a risk that some or all of the Bitcoin we mine could be lost or stolen. In general, cryptocurrencies are stored in cryptocurrency sites commonly referred to as “wallets” by holders of cryptocurrencies which may be accessed to exchange a holder’s cryptocurrency assets. Access to our Bitcoin could also be restricted by cybercrime (such as a denial-of-service attack). While we take steps to attempt to secure the Bitcoin we hold, there can be no assurance our efforts to protect our digital assets will be successful.

Hackers or malicious actors may launch attacks to steal, compromise or secure cryptocurrencies, such as by attacking the cryptocurrency network source code, exchange miners, third-party platforms, cold and hot storage locations or software, or by other means. Any of these events may adversely affect our operations and, consequently, our ability to generate revenue and become profitable. The loss or destruction of a private key required to access our digital wallets may be irreversible and we may be denied access for all time to our Bitcoin holdings. Our loss of access to our private keys or our experience of a data loss relating to our digital wallets could adversely affect our business.

Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public Blockchain. We are required to publish the public key relating to digital wallets in use when we verify the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, we will be unable to access our Bitcoin rewards and such private keys may not be capable of being restored by any network. Any loss of private keys relating to digital wallets used to store our mined Bitcoin could have a material adverse effect on our results of operations and ability to continue as a going concern, which could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we mine.

Incorrect or fraudulent cryptocurrency transactions may be irreversible.

Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. As a result, any incorrectly executed or fraudulent cryptocurrency transactions, such as a result of a cybersecurity breach against our Bitcoin holdings, could adversely affect our investments and assets. This is because cryptocurrency transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the cryptocurrencies from the transaction. Once a transaction has been verified and recorded in a block that is added to a Blockchain, an incorrect transfer of a cryptocurrency or a theft thereof generally will not be reversible and we may not have sufficient recourse to recover our losses from any such transfer or theft. Further, it is possible that, through computer or human error, or through theft or criminal action, our cryptocurrency rewards could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. If an errant or fraudulent transaction in our Bitcoin were to occur, we would have very limited means of seeking to reverse the transaction or seek recourse. To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on our business.

Security threats to us could result in a loss of Company’s Bitcoin holdings.

Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the Bitcoin exchange market since the launch of the Bitcoin network. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm our business operations or result in loss of our Bitcoin and lost revenue. Furthermore, we believe that to the extent we hold greater amounts of Bitcoin, we may become a more appealing target for security threats such as hackers and malware.

The security system and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee of ours, or otherwise, and, as a result, an unauthorized party may obtain access to our, private keys, data or Bitcoins. Additionally, outside parties may attempt to fraudulently induce employees of ours to disclose sensitive information in order to gain access to our infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our security system occurs, the market perception of the effectiveness of our security system could be harmed, which could adversely affect an investment in us. In the event of a security breach, we may be forced to cease operations, or suffer a reduction in our digital assets, the occurrence of each of which could adversely affect an investment in us.

We have not paid cash dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

Our director and officer liability insurance may not be sufficient to cover all potential liabilities and we may be required to incur substantial costs to maintain or renew such coverage.

We have recently obtained a new directors’ and officers’ (“D&O”) liability insurance policy; however, we cannot assure you that this coverage will be adequate to protect us against all claims that may be brought against our directors and officers. This policy contains certain retentions and exclusions, and the limits of liability may not be sufficient to cover the costs of defense, settlements, or judgments in the event of complex or multiple legal proceedings.

Furthermore, given our financial condition and historical involvement in the digital asset industry, we may find it difficult and expensive to maintain or renew this insurance in the future. We may be required to accept reduced policy limits or incur substantially higher premiums to obtain similar coverage. If our insurance coverage is exhausted or if a claim is excluded from coverage, the Company has obligations to indemnify current and former directors and employees, which would require the use of our existing cash resources and could have a material adverse effect on our financial condition.

We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

The costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to shareholders will cause our expenses to be higher than they would have been if we were privately held. It may be time-consuming, difficult and costly for us to develop, implement and maintain the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and rules implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase our compliance costs and make certain activities more time-consuming and costly. The impact of the SEC’s July 25, 2017 report on Digital Securities (the “DAO Report”) as well as enforcement actions will increase our compliance and legal costs. As a public company, it remains difficult and expensive for us to maintain and renew our director and officer liability insurance. in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. Accounting and other evolving treatment of cryptocurrencies by the SEC and others could continue to pose challenges and risks to our business, including enhanced disclosure obligations and resulting costs. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers, and to maintain insurance at reasonable rates, or at all.

Economic downturns and market conditions beyond our control could adversely affect our business, financial condition and results of operations.

We will need to raise additional capital to fund our working capital needs and business plan. Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry in which we operate), the national and global economies and the condition of the market for microcap securities. Further, factors such as high inflation, increased central bank interest rates in response, the geopolitical conflict in Ukraine and the Middle East and potential economic downturns including the recession we may be entering combined with investor uncertainties may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time, and may limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to reduce or cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. Further, the terms of securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of existing investors. To the extent we incur indebtedness to raise capital, the terms of such indebtedness may impose restrictive covenants or operational limitations that hinder our business and would provide the holder(s) with a priority over our stockholders in our assets in the event of a liquidation, if convertible into shares of common stock, would also pose the risk of dilution. If any of the foregoing should happen, our stockholders could lose some or all of their investment.

For these reasons and others, an investment in our securities is risky and you should invest only if you can withstand a total loss of, and wide fluctuations in, the value of your investment.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Item 2. Properties

Our principal corporate office is located in Melbourne, FL under a month-to-month agreement.

Until May 2025, our operations were conducted at a Bitcoin mining and hosting facility situated on six acres in LaFayette, Georgia, which we acquired in May 2019. On May 13, 2025, we sold this facility. Following the sale, we do not own or lease any material real property and currently operate from our corporate office.

Item 3. Legal Proceedings

We are not currently engaged in any material legal proceedings. From time to time, in the normal course of business, we may be subject to legal claims and actions, including matters relating to employment, intellectual property, and other business issues. While we expect to continue incurring legal fees in connection with protecting our intellectual property rights, we are not aware of any pending claims or actions that, if determined adversely, would have a material adverse effect on our results of operations, financial condition, or cash flows.

Item 4. Mine Safety Disclosures

None.

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer’s Purchases of Equity Securities

Market Information

Our common stock is traded on the OTCID Basic Market tier of OTC Markets LLC under the symbol “MGTI.”

Holders

On March 16, 2026, the Company’s common stock closed on the OTCID tier of OTC Markets LLC at $0.00025 per share and there were 388 stockholders of record.

Dividends

The Company has never declared or paid cash dividends on its common stock and has no intention of doing so in the foreseeable future.

Unregistered sales of equity securities

On September 22, 2025, the Company issued 500,000,000 shares of common stock as part of restructuring its 2024 Notes. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

Additionally, on September 22, 2025, the Company issued 650,000,000 shares of common stock upon conversion of 650,000 shares of Series D Preferred Stock. The converted shares represented all outstanding Series D Preferred Stock. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

On September 23, 2025, the Company issued (i) 100,000,000 shares of common stock valued at $10 to its Interim CEO and CFO, Jonathan M. Pfohl, (ii) 100,000,000 shares of common stock valued at $10 to another employee, and (iii) 500,000,000 shares of common stock to Director Michael Onghai in exchange for the waiver of $56 in outstanding director fees. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

In December 2025, the company issued 300,000,000 shares of common stock to accredited investors that participated in a private placement for an aggregate of $300. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder.

Repurchases of Equity Securities

None.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

MGT historically operated in the Bitcoin mining and hosting industry. Our previous business model was dependent on the economics of digital asset mining, including the price of Bitcoin, electricity costs, and access to competitive hosting capacity. During the fiscal year ended December 31, 2025, our operations underwent a significant strategic transition resulting from the cessation of active mining operations and the sale of our primary operating facility.

Following the expiration of our primary hosting customer lease in March 2025, the Company discontinued all self-mining activities. On May 13, 2025, the Company completed the sale of its LaFayette, Georgia facility for $1.35 million. This sale included land, containers, and electrical infrastructure associated with our former hosting and mining operations. As a result of these developments, the Company currently does not have active revenue-generating operations. We continue to own approximately 35 Antminer S19 Pro miners, which have been relocated to storage pending management’s determination of their future use or redeployment.

Management is currently engaged in an active strategic review process to determine the Company’s future direction. Our near-term priorities focus on the following core objectives:

While we continue to evaluate various strategic options, including potential partnerships and business combinations, these discussions are exploratory and have not resulted in any binding agreements as of the date of this report. Management does not view MGT as a passive holding or investment entity, but rather as an operating public company in a strategic transition phase.

Critical accounting policies and estimates

Use of estimates and assumptions and critical accounting estimates and assumptions

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, determining the potential impairment of long-lived assets, the fair value of conversion features, valuation of derivative liabilities and the valuation allowance for deferred tax assets. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

Revenue recognition

Revenue recognition

General

The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a principles-based framework for recognizing revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. As of March 2025, the Company ceased all active revenue-generating operations related to cryptocurrency mining and hosting activities. Accordingly, the following policies primarily relate to historical and comparative periods presented in these financial statements and any limited residual activities during the fiscal year ended December 31, 2025.

Crypto asset mining (Historical and Comparative)

The Company recognizes revenue under ASC 606. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

The Company earns Bitcoin mining revenue from two primary sources: the operation of its owned miners and the operation of third-party owned miners that the Company has concluded are subject to abandonment. Historically, the Company participated in third-party operated digital asset mining pools in which it contributed computing power in exchange for a proportional share of cryptocurrency rewards generated by the pool. The Company has entered into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. The Company’s performance obligation under these arrangements was the continuous provision of computing power to the mining pool operator. In exchange, the Company received non-cash consideration in the form of Bitcoin representing its proportional share of the total cryptocurrency rewards earned by the mining pool during the applicable period. The Company’s share was generally based on the proportion of computing power the Company contributed to the mining pool relative to the total computing power contributed by all mining pool participants.

In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the Blockchain. The terms of the agreement provide that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin Blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s agreements with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pool the cs. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. In 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. The new guidance requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. There was no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, prior to the issuance of ASU 2023-08 and management has exercised significant judgment in determining the appropriate accounting treatment for the current year. The Company evaluated the impact of ASU 2023-08 and determined that the standard did not have a material impact on its financial statements.

Hosting Revenues (Historical and Comparative)

We received revenues from third parties renting capacity at our facility and from hosting miners owned by others. Under these arrangements, the Company provided hosting services that included supplying electrical power, infrastructure support, monitoring, and operational maintenance for third-party mining equipment located within the Company’s facilities. The Company recognized $58 and $179 from these sources during the years ended December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, one customer accounted for 100% of hosting revenue in 2025, and two customers accounted for 91% of hosting revenue in 2024. After a hosting agreement expires, the Company no longer recognizes hosting revenue for the related miners.

Gain (Loss) on Modification/Extinguishment of Debt

In accordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain/loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain/loss. For the year ended December 31, 2024 the Company recorded a gain of $15 from the settlement of debt and extinguishment of convertible debt as non-operating income in the statements of operations.

The Company reviewed the 2025 Note restructuring transaction under ASC 470-50 and concluded that the revised terms do not constitute a substantial modification. Accordingly, the transaction is accounted for as a modification of the existing November 2024 Note. The value of the equity in the transaction was $50 and recorded as a debt discount in accordance with ASC 470. The conversion feature added by the modification was determined to be non-substantive under ASC 470. No gain or loss was recognized as a result of the modification. The note continues to be carried at its previous amortized cost basis, adjusted for the $50 debt discount, which will be amortized over the remaining term of the note. For the year ended December 31, 2025, the Company recorded $6 in accretion of debt discount.

Fair Value Measurements and Disclosures

ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

The Company had no Level 3 financial instruments outstanding at December 31, 2025 or 2024.

Recent accounting pronouncements

Note 3 to our audited financial statements appearing elsewhere in this report includes Recent Accounting Pronouncements.

Results of operations

Years ended December 31, 2025 and 2024

Revenues

Our revenues for the year ended December 31, 2025 decreased by $235, or 73%, to $87 as compared to $322 for the year ended December 31, 2024.

Our revenue was derived from cryptocurrency mining which totaled $29 during 2025. The decrease in revenue compared to the prior year reflects lower Bitcoin production, resulting from a reduction in mining activity for a significant portion of the year. For the year ended December 31, 2024, approximately 62% of our mining revenue was from abandoned equipment. We also receive revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $58 and $179 from these sources during the years ended December 31, 2025 and 2024, respectively. The decrease in hosting services revenue reflects the expiration of the Company’s only customer lease in March 2025, as well as a reduction in hosting customers and billings compared to the prior year.

Operating Expenses

Operating expenses for the year ended December 31, 2025 decreased by $562, or 39%, to $884 as compared to $1,446 for the year ended December 31, 2024. The decrease in operating expenses was comprised of a decrease in cost of revenues of $306 and decrease in general and administrative expenses of $256.

The decrease in cost of revenues of $306, or 77% to $89 as compared to $395 for the year ended December 31, 2024, was primarily due to a decrease in electricity costs of $154 and depreciation of $156. The decrease in general and administrative expenses of $256, or 24% to $795 as compared to $1,051 for the year ended December 31, 2024, was primarily due to a decrease in legal, consulting and payroll expenses.

Other Income and Expense

For the year ended December 31, 2025, non–operating income of $578 primarily consisted of a gain on sale of property and equipment of $676, and other income of $51, partially offset by interest expense of $149.

For the year ended December 31, 2024, non–operating income of $6,645 primarily consisted of a gain from the settlement of debt, derivative and warrant liabilities of $7,141, and other income of $6, partially offset by interest expense of $303 and accretion of debt discount of $199.

Liquidity and capital resources

Sources of Liquidity

We have historically financed our business through the sale of debt and equity interests.

On November 1, 2024, the Company completed a comprehensive debt restructuring (the “Project Nickel Transaction”) that consolidated prior convertible instruments and short-term loans into new non-convertible notes. As part of this transaction, the Company issued (i) a new promissory note with a principal balance of $1,620, bearing interest at 8% per annum and maturing December 31, 2025, and (ii) a new non-convertible promissory note with a principal balance of $240, bearing interest at 8% per annum and maturing December 31, 2025. The restructuring also eliminated all previously outstanding derivative liabilities and preferred stock, simplifying the Company’s capital structure.

On March 15, 2025, the Company’s lease with its primary hosting customer expired, and the Company discontinued its own self-mining operations at the LaFayette, Georgia facility. The related lease and partnership arrangements ceased, and the Company’s remaining self-mining equipment was placed in storage pending evaluation of redeployment alternatives.

On May 13, 2025, the Company completed the sale of its cryptocurrency mining and hosting facility located in LaFayette, Georgia to CSRE Properties LLC for $1,350. The sale included all structures, containers, and electrical infrastructure associated with prior hosting and mining operations. The Company used $662 of the proceeds to repay principal and accrued interest on its outstanding debt. The transaction generated a $676 gain on sale. The sale of the LaFayette facility provided critical liquidity used primarily to reduce outstanding indebtedness and stabilize the Company’s financial position. Management determined that the disposal was a liquidity-driven event and not indicative of a strategic change in business direction as contemplated by ASC 205-20.

On September 22, 2025, the Company entered into a note exchange transaction with our secured lender. As part of the transaction, we issued a new secured convertible promissory note in the principal amount of $1,220 with a maturity date of December 31, 2027, in exchange for the surrender and cancellation of our prior secured note that was originally scheduled to mature on December 31, 2025. We also issued 500,000,000 shares of common stock as additional consideration to the lender. The Company accounted for this transaction as a modification of the existing secured note rather than an extinguishment under ASC 470-50; no gain or loss was recognized. This transaction extended our secured debt maturity by approximately two years, providing additional time to execute our operational plans and reducing short-term liquidity pressure. No cash was used to complete the transaction.

On September 23, 2025, we issued shares of our common stock to a director, our Interim CEO & CFO, and an employee. These issuances reduced accrued liabilities and resulted in non-cash compensation expense where applicable. Because our common stock carries a par value of $0.001, the par-value requirement resulted in corresponding adjustments to additional paid-in capital. These equity issuances did not require the use of cash and increased total stockholders’ equity. These equity grants did not impact our cash position, as the obligations were satisfied through the issuance of common stock. The settlement of the director’s accrued fees reduced current liabilities, and the compensation-related grants resulted in non-cash expenses recorded during the period. We continue to evaluate the use of equity-based arrangements, where appropriate, to conserve cash while aligning compensation with Company performance and service requirements.

On December 23, 2025, we initiated a common stock offering to raise up to $1,000 at $0.001 per share from accredited investors. The offering is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder. At December 31, 2025, we had raised $300 and issued 300,000,000 shares of common stock. The offering closed on January 29, 2026 with the company raising $675 and issuing a total of 675,000,000 common shares.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses since inception and continues to generate losses from operations. For the year ended December 31, 2025, the Company had a net loss of $219 and cash used in operating activities of $991. As of December 31, 2025, the Company had an accumulated deficit of $426,737, cash and cash equivalents of $103, and our working capital deficit was $1,105. Following the cessation of digital-asset mining operations in March 2025 and the sale of the LaFayette, Georgia facility in May 2025, the Company currently does not have active revenue-generating operations.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date of the issuance of the financial statements included in this report. Management’s plans to mitigate these conditions include continuing to raise capital through debt and equity issuances and pursuing strategic initiatives, including potential business combinations or partnerships. However, there can be no assurance that the Company will be able to raise additional capital or execute these plans on acceptable terms, if at all. Since January 2023, we have raised approximately $2,675 through convertible notes, the sale of equity and warrants, proceeds from asset sales, and related-party financing. Management also implemented certain modifications to simplify our capital structure and extend debt maturities to provide additional near-term financial and strategic flexibility.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty. For further information regarding the Company’s ability to continue as a going concern and management’s plans, see Note 2, “Summary of Significant Accounting Policies – Going Concern and Management’s Plans,” in the Notes to the Financial Statements.

Common Stock Issuances

On July 14, 2025, the Company filed a Preliminary Information Statement on Schedule 14C to increase its authorized common stock and authorize a reverse stock split within a range of ratios to be determined by the Board. The Definitive Information Statement was filed on July 25, 2025, and mailed to shareholders of record on August 7, 2025. The amendment to the Certificate of Incorporation increasing authorized common stock to 10 billion shares became effective in Delaware on August 25, 2025.

On September 22, 2025, the Company issued 500,000,000 shares of common stock as part of restructuring its 2024 Notes. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. (See Note 6- Notes Payable for accounting treatment under ASC 470-50.)

Additionally, on September 22, 2025, the Company issued 650,000,000 shares of common stock upon conversion of 650,000 shares of Series D Preferred Stock. The converted shares represented all outstanding Series D Preferred Stock. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

On September 23, 2025, the Company issued (i) 100,000,000 shares of common stock valued at $10 to its Interim CEO and CFO, Jonathan M. Pfohl, (ii) 100,000,000 shares of common stock valued at $10 to another employee, and (iii) 500,000,000 shares of common stock to Director Michael Onghai in exchange for or waiver of $56 in outstanding director fees. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

In December 2025, the company issued 300,000,000 shares of common stock to accredited investors that participated in a private placement for an aggregate of $300. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder.

Debt Financing

On December 19, 2023, the Company exchanged its existing note payable new note with substantially the same terms with the exception of a maturity date of December 31, 2024 and with a conversion feature based on a 40% of the Company’s common stock in a fully diluted basis (the “December 2023 Note”). The principal balance of the December 2023 Note was $1,579, had a debt discount of $257, and bears interest at a rate of 6% per annum. On November 1, 2024, the Company exchanged the December 2023 Note for a new note with no conversion features (the “November 2024 Note”), in the principal amount of $1,620 with an annual interest rate of 8%, and a maturity date of December 31, 2025 and 750,000,000 shares of common stock. The company recorded interest expense of $72 for the year ending December 31, 2024 for this note.

On November 20, 2023, the lender of December 2023 Notes provided the Company with a non-convertible loan in the amount of $25. The loan bears interest at an annual rate of 8% and the maturity date was November 19, 2024. On March 6, 2024, the lender of the and December 2023 Notes provided the Company with a non-convertible loan in the amount of $125. The loan bears interest at an annual rate of 8% and the maturity date is March 5, 2025. On April 30, 2024, the lender of the December 2023 Notes provided the company with a non-convertible loan in the amount of $50. The loan bears interest at an annual rate of 8% and the maturity date is April 30, 2025. On November 1, 2024, the lender consolidated and exchanged such notes, including interest owed for an aggregate outstanding balance of $242 (“New Promissory Note”). The New Promissory Note bears interest at an annual rate of 8% and the maturity date is December 31, 2025. During the year ended December 31, 2024, the Company recorded interest expense in the amount of $0.3 with respect to these loans. On May 13, 2025, the Company used $262 of the cash proceeds from the sale of its LaFayette, Georgia facility to make full repayment of principal and accrued interest on the New Promissory Note. For the New Promissory Note, the Company recorded interest expense of $9 and $0 for the years ending December 31, 2025 and 2024, respectively.

Additionally, on May 13, 2025, the Company used $400 of the cash proceeds from the sale of its LaFayette, Georgia facility to make a partial repayment of principal and accrued interest on the November 2024 Note. After this payment, the outstanding principal balance was $1,220. The November 2024 Note was exchanged for a new Convertible Note of equal face value in September 2025 (refer to “September 2025 Note” section disclosed below).

On September 22, 2025, the Company entered into a Secured Exchange Note Exchange Agreement with November 2024 Note holder, pursuant to which the parties agreed to exchange the Company’s outstanding November 2024 Note. As of the exchange date, the November 2024 Note had an outstanding principal balance of $1,220, bore interest at 8% per annum, and was scheduled to mature on December 31, 2025. Under the Exchange Agreement, the holder surrendered the 2024 Note in exchange for (i) a new secured convertible promissory note (the “September 2025 Note”) issued in the principal amount of $1,220, bearing interest at 8% per annum and maturing on December 31, 2027, and (ii) 500,000,000 shares of the Company’s common stock. The equity consideration was valued at $0.0001 per share, resulting in a fair value of $50 as of the issuance date. The September 2025 Note is convertible into common shares at $0.001 per share. The company recorded interest expense of $27 and $0 for the years ending December 31, 2025 and 2024, respectively for this note.

The Company reviewed the transaction under ASC 470-50 and concluded that the revised terms do not constitute a substantial modification. Accordingly, the transaction is accounted for as a modification of the existing November 2024 Note. The value of the equity in the transaction was $50 and recorded as a debt discount in accordance with ASC 470. The conversion feature added by the modification was determined to be non-substantive under ASC 470. No gain or loss was recognized as a result of the modification. The note continues to be carried at its previous amortized cost basis, adjusted for the $50 debt discount, which will be amortized over the remaining term of the note. For the year ended December 31, 2025, the Company recorded $6 in accretion of debt discount. As of December 31, 2025, the carrying value of the Note was $1,176, net of unamortized discount of $44.

Cash Flows

Operating activities

Net cash used in operating activities was $991 for the year ended December 31, 2025 as compared to $547 for the year ended December 31, 2024. The amount in 2025 primarily consisted of a net loss of $219, offset by non-cash adjustments of $611 (including: depreciation expense of $39, non-cash stock-based compensation of $20, accretion of debt discount of $6, and a gain on the sale of property and equipment of $(676), and decreased by a change in working capital excluding cash of ($161). The amount in 2024 primarily consisted of net income of $5,521 offset by non-cash adjustments of $(6,507) (including: depreciation expense of $194, interest of $211, gain on settlement of debt of $15, warrant liabilities and derivative liabilities of ($7,126), accretion of debt discount of $199 and decreased by a change in working capital excluding cash of 441.

Investing activities

Net cash provided by investing activities was $1,350 for the year ended December 31, 2025 as compared to $0 for the year ended December 31, 2024. The amount in 2025 consisted of proceeds from sale of property and equipment of $1,350.

Financing activities

During the year ended December 31, 2025, cash used in financing activities totaled $262, which consisted of $688 in repayments of loans payable, partially offset by $26 in proceeds from loans payable, $300 in proceeds from the sale of stock under the equity purchase agreement and $100 from the issuance of stock under the lease agreement. During the year ended December 31, 2024, cash provided by financing activities totaled $545 which includes $420 from the issuance of stock under the lease agreement and $125 from proceeds from loans payable.

Off–balance sheet arrangements

As of December 31, 2025, we had no obligations, assets or liabilities which would be considered off–balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off–balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

The Company is not exposed to market risk related to interest rates on foreign currencies. Inflation, particularly in the price of electricity, has materially affected us during the past fiscal year; and we believe that inflation may significantly impact our business in 2025. We do not believe that our business is seasonal in nature.

Item 8. Financial Statements and Supplementary Data

See Financial Statements and Schedules attached hereto.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Interim Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Interim Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective as December 31, 2025, due to the material weaknesses described below

Limitations on Internal Control over Financial Reporting

An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and with the participation of our management, including our Interim Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer), we performed a complete documentation of the Company’s significant processes and key controls, and conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses described below.

A material weakness is defined within the Public Company Accounting Oversight Board’s Auditing Standard No. 5 as a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We determined that our internal control of financial reporting had a material weakness due to the small size of the Company, the Company does not maintain sufficient segregation of duties to ensure the processing, review and authorization of all transactions including non-routine transactions.

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting since the Company is a smaller reporting company under the rules of the SEC.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2025, there were no changes in internal control over financial reporting.

Item 9B. Other Information. None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors are elected based on experience, qualifications and in accordance with the Company’s by–laws to serve until the next annual stockholders meeting and until their successors are elected in their stead. Officers are appointed by the Board and hold office until their successors are chosen and qualified, until their death or until they resign or have been removed from office. All corporate officers serve at the discretion of the Board. There are no family relationships between any director or executive officer and any other director or executive officer of the Company.

Jonathan M. Pfohl was appointed Chief Financial Officer of the Company on June 1, 2025 and assumed the additional role of Interim Chief Executive Officer in August 2025. Since 2024, Mr. Pfohl, age 59, has served as the principal of VC Partners Group LLC, a CFO advisory service to companies in early-stage growth and later-stage restructuring. From 2018-2024 he served as the CFO of Virtual Currency Partners LLC, a venture capital group. From 2019-2022 he served as CFO of Liquid Financial USA, Inc, an early-stage cryptocurrency exchange. From 2013-2018 he served as CFO of Scio Diamond Technology Corp (OTC:SCIO) He received his BS and MBA from the State University of New York at Buffalo.

Michael G. Onghai was appointed director in May 2012. Mr. Onghai, age 55, has been the CEO of LookSmart (OTC: LKST), since February 2013. He has been the founder and Chairman of AppAddictive, an advertising and social commerce platform since July 2011. Mr. Onghai is the President of Snowy August Management LLC, a special situations fund concentrating on the Asian market, spinoffs and event–driven situations. Mr. Onghai is the founder of Stock Sheet, Inc., and Daily Stocks, Inc. – the web’s early providers of financial information and search engine related content for financial information. Mr. Onghai has founded several other internet technology companies for the last two decades. Mr. Onghai is an advisor to several internet incubators and is a panelist who advises FundersClub on which companies to accept for its pioneering venture capital platform. Mr. Onghai has earned his designation as a Chartered Financial Analyst (2006) and holds a B.S. in Electrical Engineering and Computer Science from the University of California, Los Angeles and graduated from the Executive Management Certificate Program in Value Investing (The Heilbrunn Center for Graham & Dodd Investing) Graduate School of Business at Columbia Business School. The Board believes that Mr. Onghai has the experience, qualifications, attributes and skills necessary to serve as a director and chairman of the Audit Committee because of his years of business experience and financial expertise.

Paul R. Taylor was appointed Interim Principal Executive Officer and Interim Principal Financial Officer of the Company on September 2, 2024 and served until his resignation in June 2025.

Family Relationships

There are no family relationships among any of the Company’s directors and executive officers.

Board Role in Risk Oversight

The Board’s primary function is one of oversight. The Board as a whole works with the Company’s management team to promote and cultivate a corporate environment that incorporates enterprise-wide risk management into strategy and operations. Management periodically reports to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. Each committee of the Board is responsible for the evaluation of elements of risk management based on the committee’s expertise and applicable regulatory requirements. In evaluating risk, the Board and its committees consider whether the Company’s programs adequately identify material risks in a timely manner and implement appropriately responsive risk management strategies throughout the organization. The audit committee focuses on assessing and mitigating financial risk, including risk related to internal controls, and receives at least quarterly reports from management on identified risk areas. In setting compensation, the compensation committee strives to create incentives that encourage behavior consistent with the Company’s business strategy, without encouraging undue risk-taking. The nominating committee considers areas of potential risk within corporate governance and compliance, such as management succession. Each of the committees reports regularly to the Board as a whole as to their findings with respect to the risks they are charged with assessing.

Code of Business Conduct and Ethics

On July 11, 2018, the Board revised the Code of Business Conduct and Ethics which applies to all directors and employees including the Company’s principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions. Prior to July 11, 2018, the Company’s employees and directors were subject to the previous Code of Ethics adopted by the Board on June 25, 2012.

Copies of the Code of Business Conduct and Ethics can be obtained without charge by writing to the Corporate Secretary at MGT Capital Investments, Inc., 540 Montreal Ave, Suite 133, Melbourne, FL 32935, or through our corporate website at mgtci.com.

Insider Trading Policy

The Company has implemented an Insider Trading Policy applicable to its officers, directors and employees with access to material nonpublic information, as well as such persons’ family members, which prohibits such persons from conducting transactions involving the purchase or sale of the Company’s securities while in possession of material nonpublic information. A copy of the Company’s Insider Trading Policy is filed as Exhibit 19.1 of this Report.

While the granting of options and other equity awards to officers, directors and other employees is not expressly addressed in the Insider Trading Policy described above, the Company follows the same principles set forth in such Policy when granting equity awards, including options, to its officers, directors and other employees with access to material nonpublic information. Generally, the Board or Compensation Committee does not approve grants of such awards close in time to the disclosure of material nonpublic information and does not take material nonpublic information into account when determining the timing and terms of such an award. Further, the Company does not have a policy or practice of timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Audit Committee and Audit Committee Financial Expert

On November 25, 2004, the Board established an Audit Committee to carry out its audit functions. At December 31, 2025, the membership of the Audit Committee was Michael Onghai.

The Board has determined that Michael G. Onghai, an independent director, is the Audit Committee financial expert, as defined in Regulation S–K promulgated under the Exchange Act, serving on its A

Item 11. Executive Compensation

Summary Compensation Table

The following table summarizes Fiscal Years 2025 and 2024 compensation for services in all capacities of the Company’s named executive officers:

Mr. Ladd resigned from his positions as President, Chief Executive Officer and Acting Chief Financial Officer effective August 29, 2024. As a result, his compensation for 2024 reflects salary earned.

Employment Agreements- Discuss Terms of Termination, if any

Robert B. Ladd

On April 1, 2018, the Company entered into an Amended and Restated Executive Employment Agreement (the “Employment Agreement”) with Mr. Ladd, which was executed on April 6, 2018 and amended on November 11, 2020. Mr. Ladd’s employment with the Company terminated effective August 29, 2024.

Paul R. Taylor

On September 2, 2024, the Company entered into an Employment Agreement with Mr. Taylor. Mr. Taylor resigned from the company on June 25, 2025.

Jonathan M. Pfohl

On June 1, 2025, the Company entered into an Employment Agreement (the “Pfohl Employment Agreement”) with Mr. Pfohl. The agreement provides for a salary of $5 per month, plus reimbursement of out-of-pocket business expenses. The company or Mr. Pfohl may terminate the agreement on ten (10) business days’ notice. On June 25, 2025, Mr. Pfohl was appointed to the additional position of Interim Chief Executive Officer without an amendment to the terms of his employment agreement.

Outstanding Equity Awards at December 31, 2025

Outstanding Stock Awards for Fiscal Years 2025 and 2024

None

Director Compensation

The following table sets forth the compensation of persons who served as a member of our Board of Directors during all of 2025.

Directors are reimbursed for their out–of–pocket expenses incurred in connection with the performance of Board duties.

Independent Director Compensation

Each independent director receives annual compensation of $32.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information regarding beneficial ownership and voting power of the common stock as of March 16, 2026, of:

“Beneficial ownership” here means direct or indirect voting or investment power over outstanding stock and stock which a person has the right to acquire now or within 60 days after March 16, 2026. See the accompanying footnotes to the tables below for more detailed explanations of the holdings. Except as noted, to our knowledge, the persons named in the tables beneficially own and have sole voting and investment power over all shares listed.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company does not have any equity compensation plans currently in effect and no securities are authorized or reserved for issuance under any equity compensation arrangements.

Item 13. Certain Relationships and Related Transactions and Director Independence

The crypto exchange used by the Company to monetize its self-mined Bitcoin experienced difficulties beginning in early 2023 and was ultimately shut down. The Company was unable to find a suitable replacement given its low transaction frequency and small trade volumes. As a consequence, the Company used a personal brokerage account/crypto wallet of its then CEO to effect the sales of its mined Bitcoin. These transactions occurred approximately monthly and were executed and documented to provide no cost to the Company and no benefit to our former CEO. This situation was remedied as of October 25, 2024 and subsequently, the Company has utilized its own crypto wallet/account to monetize its crypto assets.

On August 1, 2023 a former executive loaned the Company $15. The loan bears interest at an annual rate of 4.43%. A maturity date has not yet been set. During the year ended December 31, 2025, the Company recorded $0.7 of interest expense in respect of this loan. In addition, a former executive is owed $45 for his payments made on behalf of the Company.

Director Independence

Michael Onghai is considered independent under Section 803A of NYSE MKT rules.

Item 14. Principal Accountant Fees and Services

Effective January 5, 2017, RBSM LLP became our current independent auditor. The following is a summary of the fees billed by our independent auditors for professional services rendered for the fiscal years ended December 31, 2025 and 2024.

Audit fees consist of fees billed for services rendered for the audit of our financial statements and review of our financial statements included in our quarterly reports on Form 10–Q.

Tax fees consist of fees billed for professional services related to the preparation of our U.S. federal and state income tax returns and tax advice.

Audit–related fees consist of fees reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported as “Audit Fees.”

All other fees consist of fees for other miscellaneous items, including fees related to registrations statements.

All services provided by the Company’s independent auditor were approved by the Company’s audit committee.

Pre–Approval Policy of Services Performed by Independent Registered Public Accounting Firm

The Audit Committee’s policy is to pre–approve all audit and non–audit related services, tax services and other services. Pre–approval is generally provided for up to one year, and any pre–approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated the pre–approval authority to its chairperson when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre–approval and the fees for the services performed to date.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

Financial Statements

The financial statements of the Company for the fiscal years covered by this Annual Report are located on pages F-1 to F-6 of this Annual Report.

Item 16. Form 10–K Summary.

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

MGT Capital Investments, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of MGT Capital Investments, Inc. (the Company) as of December 31, 2025 and 2024, the related statements of operations, stockholders’ deficit and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statement). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and will require additional capital to continue as a going concern. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MGT CAPITAL INVESTMENTS, INC.

BALANCE SHEETS

(Dollars in thousands, except per-share amounts)

The accompanying notes are an integral part of these financial statements.

MGT CAPITAL INVESTMENTS, INC.

STATEMENTS OF OPERATIONS

(Dollars in thousands, except per-share amounts)

The accompanying notes are an integral part of these financial statements.

MGT CAPITAL INVESTMENTS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, except per-share amounts)