{"url_path":"/sec/mgti/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ** **Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1001601/0001493152-26-032207-index.html","accession_number":"0001493152-26-032207","cik":"0001001601","ticker":"MGTI","issuer_name":"MGT CAPITAL INVESTMENTS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001601/0001493152-26-032207-index.html","primary_entity_key":"0001001601","primary_entity_name":"MGT CAPITAL INVESTMENTS, INC."},"word_count":309,"has_tables":true,"body_markdown":"**Item 1.01** **Entry into a Material Definitive Agreement.**\n\n \n\n*Secured\nConvertible Promissory Note Exchange Agreement*\n\n \n\nOn\nJune 30, 2026, MGT Capital Investments, Inc. (the “Company”) entered into a Secured Convertible Promissory Note Exchange\nAgreement (the “Exchange Agreement”) with Project Nickel LLC (“Lender”). Pursuant to the Exchange Agreement,\nthe Company and Lender agreed to fully settle, retire, and extinguish that certain outstanding Secured Convertible Promissory Note, dated\nSeptember 22, 2025, originally issued in the aggregate principal amount of $1,220,240.00 (the “2025 Note”).\n\n \n\nUnder\nthe terms of the Exchange Agreement, Lender completely surrendered the 2025 Note to the Company for cancellation. In consideration for\nthe complete satisfaction and permanent extinguishment of all principal, accrued interest, and obligations under the 2025 Note, the Company\nissued to Lender:\n\n \n\n1.3,250,000\nshares of a newly designated series of preferred stock, designated as Series E Convertible\nPreferred Stock, par value $0.001 per share (the “Series E Preferred Stock”);\nand\n\n \n\n2.750,131,126\nshares of the Company’s common stock, par value $0.001 per share (the “Common\nStock”).\n\n \n\nThe\nExchange Agreement includes standard representations, warranties, and a mutual release of claims effective upon the closing of the exchange\ntransaction.\n\n* *\n\n*Securities\nPurchase Agreement*\n\n \n\nOn\nJune 30, 2026, the Company entered into a standalone Securities Purchase Agreement and a concurrent Subscription Agreement (collectively,\nthe “Purchase Agreements”) with David M. Garrity. Pursuant to the Purchase Agreements, the Company issued and sold to Mr.\nGarrity 150,000,000 shares of its Common Stock, par value $0.001 per share, at a purchase price of $0.00033 per share, for an aggregate\ncash consideration of $50,000.00.\n\n \n\nThe\nforegoing descriptions of the Exchange Agreement and the Purchase Agreements do not purport to be complete and are qualified in their\nentirety by reference to the full texts of such agreements, which are filed as Exhibits 10.1, and 10.2, respectively, to this Current\nReport on Form 8-K and are incorporated herein by reference."}