UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to ______________
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Shares registered pursuant to section 12(b) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 requirements for the past 90 days.
Yes
☐
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
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
If an emerging growth company, indicate by check mark 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. ☐
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 December 3, 2025, there were shares of the registrant’s Common stock, $ par value per share, issued and outstanding.
MGT CAPITAL INVESTMENTS, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025
TABLE OF CONTENTS
| I |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MGT CAPITAL INVESTMENTS, INC.
BALANCE SHEET
(Dollars in thousands, except per-share amounts)
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
(Unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, at cost, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable - related party | ||||||||
| Accrued expenses and other payables | ||||||||
| Security deposit | ||||||||
| Note payable | ||||||||
| Note payable, related party | ||||||||
| Operating lease liability | ||||||||
| Common stock to be issued | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Stockholders’ Deficit | ||||||||
| Undesignated preferred stock, $ par value, shares authorized. shares issued and outstanding at March 31, 2025 and December 31, 2024. | ||||||||
| Series B preferred stock, $ par value, shares authorized. shares issued or outstanding at March 31, 2025 and December 31, 2024. | ||||||||
| Series C convertible preferred stock, $ par value, shares authorized. shares issued and outstanding at March 31, 2025 and December 31, 2024. | ||||||||
| Series D convertible preferred stock, $ par value, shares authorized. and shares issued and outstanding at March 31, 2025 and December 31, 2024. | ||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding at March 31, 2025 and December 31, 2024. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 1 |
MGT CAPITAL INVESTMENTS, INC.
STATEMENTS OF OPERATIONS
(Dollars in thousands, except per-share amounts)
(Unaudited)
| For the Three Months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Bitcoin mining | $ | $ | ||||||
| Hosting services | ||||||||
| Total revenue | ||||||||
| Operating expenses | ||||||||
| Cost of revenue | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other non-operating income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Change in fair value of warrant derivative liability | ||||||||
| Change in fair value of derivative liability | ||||||||
| Accretion of debt discount | ( | ) | ||||||
| Gain on settlement of debt | ||||||||
| Other income | ||||||||
| Total non-operating income (expense) | ( | ) | ||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Per-share data | ||||||||
| Basic and diluted, net income (loss) per share | $ | ) | $ | |||||
| Basic and diluted, weighted average number of common shares outstanding | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 2 |
MGT CAPITAL INVESTMENTS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Dollars in thousands, except per-share amounts)
(Unaudited)
| Preferred Stock | Common Stock | Common Stock To Be | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Issued | Capital | Deficit | Deficit | |||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Conversion of convertible note into Common Stock | - | |||||||||||||||||||||||||||||||
| Issuance of shares in respect of lease agreement | - | |||||||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
MGT CAPITAL INVESTMENTS, INC.
STATEMENTS OF CASH FLOWS
(Dollars in thousands, except per-share amounts)
(Unaudited)
| For the Three Months Ended March 31 | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities | ||||||||
| Depreciation | ||||||||
| Change in fair value of warrant derivative liability | ( | ) | ||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Amortization of note discount | ||||||||
| Gain on settlement of debt | ( | ) | ||||||
| Change in operating assets and liabilities | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accounts payable - related party | ||||||||
| Accrued expenses | ||||||||
| Security deposit | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Proceeds from issuance of stock under lease agreement | ||||||||
| Proceeds from loans payable | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Conversion of convertible note into common stock | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
MGT CAPITAL INVESTMENTS, INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per–share amounts)
Note 1. Organization and Basis of Presentation
Organization
MGT Capital Investments, Inc. (“MGT” or 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.
Current Operations
Cryptocurrency mining
MGT Capital Investments, Inc. (“MGT” or the “Company”) has historically operated in the Bitcoin mining and hosting industry. During the three months ended March 31, 2025, the Company’s operations consisted of both hosting services for third-party miners and self-mining activities at its facility in LaFayette, Georgia. Revenue was generated from (i) fixed-fee hosting contracts with customers and (ii) the mining of Bitcoin using Company-owned machines, the proceeds of which were converted to U.S. dollars shortly after receipt.
During the period, the Company’s mining activity also included the use of approximately 115 third party-owned miners that management considered abandoned. The Company offered third-party owners of miners a hosting service whereby MGT operated and maintained miners for a fixed monthly fee. All miners, both Company-owned and hosted, were housed in a modified shipping container on property owned by the Company in Georgia. On March 5, 2025, the company’s lease with its primary hosting customer expired and the company discontinued its own self-mining activities. As of March 31, 2025 and December 3, 2025, the Company continued to own 35 Antminer S19 Pro miners providing approximately 3 Petahashes per second (“PH/s”) of hash power for self-mining. Theses miners were placed in storage pending evaluation of redeployment alternatives.
The Company’s business model has historically been dependent on the economics of digital asset mining, including the price of Bitcoin, network difficulty, electricity costs, and access to competitively priced power. Following the cessation of mining operations, management’s focus has shifted to preserving liquidity and evaluating strategic alternatives to monetize or repurpose its existing assets and to identify new business opportunities.
Subsequent to March 31, 2025, the Company has experienced significant changes in its operations and leadership, including the sale of its Georgia facility, and changes in executive management. As a result, the Company currently does not have active revenue-generating operations and is engaged in a strategic review of its business direction. See Note 11 – Subsequent Events for additional detail.
Basis of presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10–Q and Rule 8 of Regulation S–X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on November 10, 2025. Operating results for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ended December 31, 2025.
Disposition of Hosting Facility – ASC 205-20 Classification Assessment
As of March 31, 2025, management was evaluating strategic alternatives for the Company’s mining and hosting facility in LaFayette, Georgia following the expiration of the Company’s primary hosting agreement earlier in the month. While the Company engaged in preliminary discussions with potential counterparties, no approved plan of sale existed at March 31, 2025, multiple alternatives were still being evaluated, and the Board of Directors did not approve a plan to sell the facility until April 1, 2025. Accordingly, the disposal group did not meet the criteria for classification as held for sale under ASC 205-20-45-1E as of March 31, 2025, because management had not committed to a plan to sell and the criteria requiring a sale to be probable within one year were not met.
Subsequent to March 31, 2025, the Company completed the sale of the facility and related infrastructure in May 2025. These events are accounted for as subsequent events under ASC 855 and do not affect classification or presentation as of March 31, 2025. Because the disposal group was not classified as held for sale at period-end, the Company concluded that the disposition does not represent a strategic shift in the Company’s business and does not qualify for discontinued operations presentation under ASC 205-20 for the quarter ended March 31, 2025.
Inflation
Electricity and other prices are vulnerable to inflation which may increase the Company’s mining costs and operating expenses including the cost of new state-of-the-art miners.
Note 2. Going Concern and Management’s Plans
The
accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2025, the Company had incurred significant
operating losses since inception and continues to generate losses from operations. As of March 31, 2025, the Company had an accumulated
deficit of $
Since January
2023, the Company has secured over $
Subsequent, to March 31, 2025, the Company has had substantial operational and management changes as detailed in Note 11 – Subsequent Events and will require additional funding to re-establish and grow its operations. New leadership is overseeing strategic and financing initiatives and there can be no assurance however that the Company will be able to raise additional capital when needed to support these efforts, or at terms deemed acceptable, if at all.
Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these unaudited condensed financial statements. The accompanying unaudited condensed financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 5 |
Note 3. Summary of Significant Accounting Policies
Use of estimates and assumptions and critical accounting estimates and assumptions
The preparation of 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, 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.
Cash and cash equivalents
The
Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents.
The Company’s combined accounts were $
Crypto Assets
Effective January 1, 2025, the Company adopted ASU 2023-08, Accounting for and Disclosure of Crypto Assets (ASC 350-60), which requires eligible crypto assets to be measured at fair value with changes in fair value recognized in net income. The Company applied the new guidance prospectively and recognized no cumulative-effect adjustment to beginning retained earnings, as no crypto assets were held at December 31, 2024.
Under this policy, crypto assets are included in current assets on the balance sheet and are measured at fair value using quoted market prices as of the balance sheet date. Changes in fair value are recorded in cost of revenue in the statements of operations. Sales of crypto assets are included within investing activities in the statements of cash flows, and any realized gains or losses are recognized based on the first-in, first-out (FIFO) method.
For the three months ended March 31, 2025, the Company converted all crypto assets received from mining activities to U.S. dollars shortly after receipt and did not hold any crypto assets at March 31, 2025 or December 31, 2024; therefore, adoption of ASU 2023-08 did not have a material impact on the Company’s financial statements.
The following table presents the activities of digital currencies for the periods ended March 31, 2025 and December 31, 2024:
| Crypto assets at January 1, 2024 | $ | |||
| Additions from mining activities | ||||
| Realized gain on sale of crypto assets | ||||
| Sales of crypto assets | ( | ) | ||
| Crypto assets at December 31, 2024 | ||||
| Additions from mining activities | ||||
| Realized gain on sale of crypto assets | ||||
| Sales of crypto assets | ( | ) | ||
| Effect of adoption of ASU 2023-08 ¹ | ||||
| Crypto assets at March 31, 2025 | $ |
| ¹ |
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. Deposits on property and equipment are initially classified as Other Assets and upon delivery, installation and full payment, the assets are classified as property and equipment on the balance sheet.
Leases
The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.
| 6 |
Impairment of long-lived assets
Long-lived assets are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable, should there be an indication of impairment, we test for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. Any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss.
Segment reporting
The Company operates as a single reportable segment focused on digital currency data center operations, which consisted of two primary revenue-generating activities during the period: (i) self-mining of Bitcoin and (ii) hosting services provided to third-party customers. These activities were conducted at the Company’s facility located in the United States. Management evaluates financial performance and allocates resources on a consolidated basis, and therefore the Company is managed as a single reporting segment under ASC 280.
The Chief Operating Decision Maker (“CODM”), identified as the Company’s Interim Chief Executive Officer & Chief Financial Officer, regularly reviews revenue, cost of revenues and operating income(loss), as the primary measure of segment performance and capital allocation.
The following tables present segment revenue and gross profit (loss), including the significant expense items reviewed by the CODM, for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, 2025: | ||||
| Total | ||||
| Total Revenues | $ | |||
| Less: Cost of Revenues | ||||
| Depreciation | ||||
| Electricity and other expense costs | ||||
| General and administrative | ||||
| Operating loss | $ | ( | ) | |
| For the Three Months Ended March 31, 2024: | ||||
| Total | ||||
| Total Revenues | $ | |||
| Less: Cost of Revenues | ||||
| Depreciation | ||||
| Electricity and other expense costs | ||||
| General and administrative | ||||
| Operating loss | $ | ( | ) | |
The following table reconciles operating loss reviewed by the CODM to consolidated net loss for the three months ended March 31, 2025 and 2024 (amounts in thousands):
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating loss reviewed by CODM | ( | ) | ( | ) | ||||
| Other income (expense) | ( | ) | ||||||
| Net income (loss) | $ | ( | ) | $ | ||||
Revenue recognition
Crypto asset mining
The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, (“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:
| ● | Step 1: Identify the contract with the customer | |
| ● | Step 2: Identify the performance obligations in the contract | |
| ● | Step 3: Determine the transaction price | |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract | |
| ● | Step 5: Recognize revenue when the Company satisfies a performance obligation |
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 | |
| ● | Constraining estimates of variable consideration | |
| ● | The existence of a significant financing component in the contract | |
| ● | Noncash consideration | |
| ● | Consideration payable to a customer |
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. 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. 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 pools. 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.
| 7 |
Hosting Revenues
We
received revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company
recognized $
Income taxes
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Basic income (loss) per share is calculated by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is calculated by dividing the net income (loss) attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of convertible debt, preferred stock and warrants, are not reflected in diluted net income (loss) per share because such potential shares are anti–dilutive due to the Company’s net income (loss).
Accordingly, the computation of diluted loss per share for the quarter ended March 31, 2025, excludes shares issuable upon the exercise of outstanding preferred shares, for outstanding warrants and shares issuable upon the conversion of convertible notes payable. The computation of diluted loss per share for the three months ended March 31, 2024, excludes shares issuable upon the exercise of outstanding warrants and shares issuable upon the conversion of convertible notes payable.
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:
| ● | Level 1 Quoted prices in active markets for identical assets or liabilities. | |
| ● | Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. | |
| ● | Level 3 Significant unobservable inputs that cannot be corroborated by market data. |
As of March 31, 2025, and December 31, 2024, our financial instruments consisted primarily of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other payables. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.
Management’s evaluation of subsequent events
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, other than what is described in Note 11 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
Recently adopted accounting pronouncements
Effective January 1, 2025, the Company adopted two new accounting standards issued by the Financial Accounting Standards Board (“FASB”) that became effective for fiscal years beginning after December 15, 2024, including interim periods within those years.
ASU 2023-08 – Accounting for and Disclosure of Crypto Assets (ASC 350-60): ASU 2023-08 establishes guidance for measuring certain crypto assets at fair value, with changes in fair value recognized in net income each reporting period and requires expanded disclosures regarding such holdings. The Company applied the new guidance prospectively and recorded no cumulative-effect adjustment to beginning retained earnings because it did not hold any crypto assets as of December 31, 2024. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements for the quarter ended March 31, 2025. Future holdings of crypto assets, if any, will be measured and disclosed in accordance with the new standard.
| 8 |
ASU 2020-06 – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): ASU 2020-06 simplifies the accounting for convertible instruments and contracts on an entity’s own equity by eliminating separate accounting for most beneficial conversion features and cash conversion features, and by simplifying the calculation of diluted earnings per share. The Company adopted this standard using the modified retrospective approach as of January 1, 2025. Adoption did not have a material impact on the Company’s consolidated financial statements or earnings per share, as all outstanding convertible instruments contained fixed conversion terms and no embedded derivative or beneficial conversion features at the adoption date.
Recent accounting pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements, other than those disclosed below.
In December 2023, the FASB issued ASU 2023-09, which enhances annual income-tax disclosures by requiring greater disaggregation of the effective-tax-rate reconciliation and additional information about income taxes paid. The standard is effective for annual periods beginning after December 15, 2024. The Company will adopt the guidance in its Form 10-K for the year ended December 31, 2025, and does not expect it to have a material impact on its consolidated financial statements.
Issued in March 2024, ASU 2024-03 requires public companies to provide expanded annual disclosures of certain natural expense categories and amounts regularly reviewed by management. The guidance is effective for annual periods beginning after December 15, 2024. The Company will adopt the new disclosure requirements in its Form 10-K for the year ended December 31, 2025, and does not expect the adoption to have a material impact on its financial statements.
Note 4. Property and Equipment
Property and equipment consisted of the following:
| As of | ||||||||
| March
31, 2025 | December
31, 2024 | |||||||
| Land | $ | $ | ||||||
| Computer hardware and software | ||||||||
| Bitcoin mining machines | ||||||||
| Infrastructure | ||||||||
| Containers | ||||||||
| Property and equipment, gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
The
Company recorded depreciation expense of $
Note 5. Note Payable
November
2024 Note
On
November 1, 2024, the Company exchanged its previously outstanding convertible note for a new secured note in the principal amount
of $
New
Promissory Note
Also
on November 1, 2024, the Company’s lender consolidated three prior short-term loans (totaling $
Loans Payable – Related Party
On
August 1, 2023, an executive loaned the Company $
| 9 |
Note 6. Leases
The
Company is not a party to any leases. As a result, the Company did
Note 7. Common Stock and Preferred Stock
Common stock
Common Stock Issuances
There were common stock issuances during the three months ended March 31, 2025.
During
the three months ended March 31, 2024,
shares of common stock were issued in respect of the Lease Agreement and $
Preferred stock
On November 1, 2024, the company
issued shares of Series D Preferred Stock as part of a larger restructuring of our debt.
Note 8. Commitments and Contingencies
Bitcoin Production Equipment and Operations
On
March 16, 2023, the Company entered into a Partnership Agreement and a Property Lease Agreement (together, the “Agreements”)
with a third-party cryptocurrency mining company (“Tenant”). Under the Lease Agreement, the Company agreed to lease portions
of its six-acre mining facility in LaFayette, Georgia, in increments of up to ten 40-foot Spaces (the “Spaces”), each with
access to up to one megawatt (“MW”) of electrical power. Tenant agreed to pay rent of $
The Company determined the transaction should be accounted for on a net basis, and the fair value of the equity should be recorded as a direct deduction from rental revenue. The Company determined that the share issuances would be treated as lease incentives and ASC 842-10-30-5 requires lease incentives to be recorded as a reduction of fixed payments when determining lease payments. The Company concluded that the equity portion of the agreement should be recorded at fair value on the grant date. Upon recording the equity at fair value at the time of issuance and taking into consideration that revenue should be reduced by the fair value of equity, the Company determined that the fair value of the equity exceeds the total cash to be received based on the fair value of the contract at the date of issuance, resulting in a contract loss at inception.
| Total lease payments to be received | $ | |||||||
| Total shares | FMV on grant date | |||||||
| x | ||||||||
| Loss at Inception | $ | ( | ) |
The
Company applied the guidance under ASU 2021-05 and determined that it would be appropriate to account for the entire loss at commencement
and recognize that loss as a future equity commitment. The loss is based on the difference between the amount of cash to be received
under the contract and the fair value of the stock to be issued under the contract. As the lease commenced on March 16, 2023, the Company
began accounting for the lease on that date. At lease inception, the Company recorded a lease incentive loss of $
During
the three months ended March 31, 2025 and 2024, respectively, the Company received $
Legal proceedings
The Company is not a party to any material legal proceedings and, to management’s knowledge, no such proceedings have been threatened. From time to time, the Company may be involved in routine litigation or claims that arise in the ordinary course of business; however, management does not believe that any such matters will have a material effect on the Company’s financial position, results of operations, or cash flows.
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Note 9. Employee Benefit Plans
The
Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all
qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company may make discretionary
contributions of up to
Note 10. Related Party Transactions
Loans Payable – Related Party
On
August 1, 2023, a former executive loaned the Company $
Accounts Payable – Related Party
During
the year ended December 31, 2023, a former executive paid consultants reimbursable by the Company in the amount of $
Note 11. Subsequent Events
The Company has evaluated subsequent events through the date these unaudited condensed financial statements were available to be issued and determined that the following material events occurred after March 31, 2025:
On April 1, 2025, the Board of Directors approved a plan to dispose of the Company’s LaFayette, Georgia hosting facility. The Company completed the disposition of the facility and related infrastructure in May 2025. These events occurred after March 31, 2025 and are reported as subsequent events. As disclosed in Note 1, the disposal does not affect classification or presentation as of March 31, 2025.
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 $
On
June 1, 2025, the Company appointed Jonathan Pfohl as Chief Financial Officer. Mr. Pfohl entered into an employment agreement providing
for a salary of $
On June 25, 2025, Paul Taylor resigned as Interim Chief Executive Officer, and Jonathan Pfohl, the Company’s Chief Financial Officer, assumed the additional role of Interim Chief Executive Officer. Mr. Pfohl continues to serve as both CFO and Interim CEO of the Company.
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 billion shares became effective in Delaware on August 25, 2025.
On
September 22, 2025, the Company and Project Nickel LLC entered into a Second Exchange Note Agreement. Project Nickel agreed to exchange
the outstanding principal balance of $
Also on September 22, 2025, the Company issued shares of common stock upon conversion of shares of Series D Preferred Stock held by Project Nickel. 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)
shares of common stock to its Interim Chief Executive Officer and Chief Financial Officer, Jonathan M. Pfohl, (ii)
shares of common stock to another employee, and (iii)
shares of common stock to Director Michael Onghai in exchange for the waiver of $
The Company continues to evaluate potential strategic and financing opportunities to support future operations and enhance shareholder value. Except as described above, there were no other subsequent events requiring adjustment to or disclosure in the accompanying unaudited condensed financial statements.
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Item 2. Management’s discussion and analysis of financial condition and results of operations
This Quarterly Report on Form 10–Q (this “Report”) contains forward–looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward–looking statements. The statements contained herein that are not purely historical are forward–looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward–looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “estimates,” “should,” “expect,” “guidance,” “project,” “intend,” “plan,” “believe” and similar expressions or variations intended to identify forward–looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward–looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward–looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10–K for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission (“SEC”) on November 10, 2025, in addition to other public reports we filed with the SEC. The forward–looking statements set forth herein speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward–looking statements to reflect events or circumstances after the date of such statements.
Executive summary
All dollar figures set forth in this Quarterly Report on Form 10-Q are in thousands, except per-share amounts.
Current Operations
MGT Capital Investments, Inc. (“MGT” or the “Company”) has historically operated in the Bitcoin mining and hosting industry. During the three months ended March 31, 2025, the Company’s operations consisted of both hosting services for third-party miners and self-mining activities at its facility in LaFayette, Georgia. Revenue was generated from (i) fixed-fee hosting contracts with customers and (ii) the mining of Bitcoin using Company-owned machines, the proceeds of which were converted to U.S. dollars shortly after receipt.
During the period, the Company’s mining activity also included the use of approximately 115 third party-owned miners that management considered abandoned. The Company offered third-party owners of miners a hosting service whereby MGT operated and maintained miners for a fixed monthly fee. All miners, both Company-owned and hosted, were housed in a modified shipping container on property owned by the Company in Georgia. On March 15, 2025, the company’s lease with its primary hosting customer expired and the company discontinued its own self-mining activities. As of March 31, 2025, and December 3, 2025, the Company continued to own 35 Antminer S19 Pro miners providing approximately 3 PH/s of hash power for self-mining. These miners were placed in storage pending evaluation of redeployment alternatives.
The Company’s business model has historically been dependent on the economics of digital asset mining, including the price of Bitcoin, network difficulty, electricity costs, and access to competitively priced power. Following the cessation of mining operations, management’s focus has shifted to preserving liquidity and evaluating strategic alternatives to monetize or repurpose its existing assets and to identify new business opportunities.
In March 2025, the Company began evaluating alternatives for its LaFayette, Georgia hosting facility following the expiration of its primary hosting agreement. A plan to dispose of the facility was not approved until April 1, 2025, and the disposal occurred in May 2025. As such, the Company’s analysis and presentation as of March 31, 2025 reflect continued operations.
Subsequent to March 31, 2025, the Company has experienced significant changes in its operations and leadership, including the sale of its Georgia facility, and changes in executive management. As a result, the Company currently does not have active revenue-generating operations and is engaged in a strategic review of its business direction. See Note 11 – Subsequent Events to our financial statements for additional detail.
Critical accounting policies and estimates
Our discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The notes to the unaudited condensed financial statements contained in this Quarterly Report describe our significant accounting policies used in the preparation of the unaudited condensed financial statements. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. We continually evaluate our critical accounting policies and estimates.
We believe the critical accounting policies listed below reflect significant judgments, estimates and assumptions used in the preparation of our unaudited condensed financial statements.
Revenue recognition
Crypto asset mining
The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, (“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:
| ● | Step 1: Identify the contract with the customer | |
| ● | Step 2: Identify the performance obligations in the contract | |
| ● | Step 3: Determine the transaction price | |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract | |
| ● | Step 5: Recognize revenue when the Company satisfies a performance obligation |
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).
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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 | |
| ● | Constraining estimates of variable consideration | |
| ● | The existence of a significant financing component in the contract | |
| ● | Noncash consideration | |
| ● | Consideration payable to a customer |
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 earned Bitcoin mining revenue from two primary sources: the operation of its owned miners and the operation of third-party owned miners that the Company concluded were subject to abandonment. The Company 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 were 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. In exchange for providing computing power, the Company was 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 provided that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional share was 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 was the only performance obligation in the Company’s agreements with mining pool operators. The transaction consideration the Company received, if any, was noncash consideration, which the Company measured at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company earned the award from the pools. The consideration was all variable. Because it is not probable that a significant reversal of cumulative revenue would not occur, the consideration was constrained until the mining pool operator successfully placed a block (by being the first to solve an algorithm) and the Company received confirmation of the consideration it received, at which time revenue was recognized. There was no significant financing component in these transactions.
Hosting Revenues
We received revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $58 and $85 from these sources during the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025 and 2024, one customer accounted for 100% of hosting revenue, respectively. After a hosting agreement expired, the Company no longer recognized hosting revenue for the related miners.
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. Deposits on property and equipment are initially classified as Other Assets and upon delivery, installation and full payment, the assets are classified as property and equipment on the balance sheet.
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Recent accounting pronouncements
See Note 3 to our unaudited condensed financial statements appearing in Part I, Item 1 of this Report for Recent Accounting Pronouncements.
Results of operations
Three months ended March 31, 2025 and 2024
Revenues
Our revenues for the three months ended March 31, 2025 decreased by $15, or 15%, to $87, as compared to $102 for the three months ended March 31, 2024. Our revenue is partly derived from cryptocurrency mining, which totaled $29 for the three months ended March 31, 2025 and $17 during the three months ended March 31, 2024. The increase in revenues compared to the prior year reflects higher Bitcoin production, including the use of additional equipment owned by third parties that the company considers abandoned.
We also receive revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $58 and $85 during the months ended March 31, 2025 and 2024, respectively. The decrease in revenues for this period is due to the reduced number of miners for third parties from the previous year and the expiration of our hosting agreement with our primary tenant in early March 2025.
Operating Expenses
Operating expenses for the three months ended March 31, 2025 decreased by $78 or 24%, to $251, as compared to $329 for the three months ended March 31, 2024. The decrease in operating expenses was primarily due to a decrease in cost of revenue of $17 and a decrease in general and administrative expenses of $61.
The decrease in cost of revenue of $17 or 18% to $78 for the three months ended March 31, 2025, as compared to $95 for the three months ended March 31, 2024 was primarily due to decreased depreciation costs. The decrease in general and administrative expenses of $61 or 26%, to $173 for the three months ended March 31, 2025, as compared to $234 for the three months ended March 31, 2024, was primarily due to a decrease in legal and professional fees of $7, decrease in payroll-related expenses of $70, a decrease in investor relations, offset by an increase in consulting fees of $19.
Other Income and Expense
For the three months ended March 31, 2025, non–operating expense of $50 consisted primarily of interest expense. During the comparable period ended March 31, 2024, non–operating income of $523 consisted primarily of gain on the change in fair value of warrant derivative liabilities of $106, gain on the change in fair value of derivative liability of $384, gain on settlement of debt of $106, other income of $5, accretion of debt discount of $54 and interest expense of $24.
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 notes with fixed conversion terms. As part of this transaction, the Company issued (i) a new convertible 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 $242, 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 mining equipment was placed in storage pending evaluation of redeployment alternatives. The sale of the LaFayette facility, which occurred after March 31, 2025, was executed primarily to reduce debt and improve liquidity. Management does not consider this transaction to represent a strategic shift in the Company’s business under ASC 205-20.
We have incurred significant operating losses since inception and continue to generate losses from operations and as of March 31, 2025 have an accumulated deficit of $426,732. At March 31, 2025, our cash and cash equivalents were $1, and our working capital deficit was $3,386.
The Company will need to raise additional capital to pay the outstanding convertible note, fund operating losses, and maintain and grow its operations as intended over the next 12 months. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. The issuance of any additional shares of common stock, preferred stock or convertible securities could be substantially dilutive to our shareholders. Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these unaudited condensed financial statements. The accompanying unaudited condensed financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The price of Bitcoin is volatile, and fluctuations are expected. Declines in the price of Bitcoin have had a negative impact on our operating results and liquidity and could harm the price of our common stock. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world. Since we record revenues partly based on the price of earned Bitcoin and we may retain such Bitcoin as an asset or as payment for future expenses, the relative value of such revenues may fluctuate, as will the value of any Bitcoin we retain.
The high and low exchange rates per Bitcoin for the quarter ended March 31, 2025, as reported by Coindesk.com, were approximately $106 and $77 respectively. The high and low exchange rates per Bitcoin for the year ended December 31, 2024, as reported by Coindesk.com, were approximately $106 and $39 respectively.
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Impact of Inflation
Beginning in 2023, there has been a sharp rise in inflation in the U.S. and globally. The impact on Bitcoin mining is an increase in electricity and mining equipment costs.
Strategic Outlook
Following the sale of its mining facility and cessation of mining operations, the Company is focused on restructuring its balance sheet, evaluating new business opportunities that leverage its public-company platform, and SEC reporting compliance. Potential areas under evaluation include financial technology, blockchain infrastructure services, and digital-asset management. Management expects to announce a defined strategic direction in future filings.
Cash Flows
| Three
Months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash (used in) provided by | ||||||||
| Operating activities | $ | (131 | ) | $ | (177 | ) | ||
| Investing activities | - | - | ||||||
| Financing activities | 126 | 195 | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | (5 | ) | $ | 18 | |||
Operating activities
Net cash used by operating activities was $131 for the three months ended March 31, 2025 as compared to net cash used in operating activities of $177 for the three months ended March 31, 2024. Cash used by operating activities for the three months ended March 31, 2025 primarily consisted of a net loss of $214 offset by non-cash gain of $29 which includes depreciation and cash provided by working capital of $54.
Cash used in operating activities for the three months ended March 31, 2024 primarily consisted of a net income of $296 offset by non-cash gain of $487 which includes depreciation of $55, gain on the change in fair value of derivative liability of $384, gain on the change in fair value of warrant derivative liability of $106, amortization of note discount of $54, gain on settlement of debt of $106, and cash provided by working capital of $14.
Investing activities
Net cash used in investing activities was $0 and $0 for the three months ended March 31, 2025 and 2024 respectively.
Financing activities
During the three months ended March 31, 2025, cash used by financing activities was $126 which consisted of proceeds from common stock to be issued under lease agreement and proceeds from loans payable.
During the three months ended March 31, 2024, cash used in financing activities was $195 which consisted of proceeds from issuance of stock under lease agreement and proceeds from loans payable.
Off–balance sheet arrangements
As of March 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 3. Quantitative and qualitative disclosures about market risk
Not applicable.
| 15 |
Item 4. 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 Chief Executive 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 Chief Executive Officer (our principal executive officer and principal financial officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Based on this evaluation, our Interim Chief Executive 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 March 31, 2025 due to the following material weakness in our internal control over financial reporting: Our small number of employees does not allow for sufficient segregation of duties and independent review of duties performed.
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 safeguards into the process to reduce, though not eliminate, this risk.
Management’s Quarterly 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 Chief Executive Officer (our principal executive officer and principal financial 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 March 31, 2025.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2025, there were no changes to internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal proceedings
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. During the period covered by this Report, there were no material changes to the description of legal proceedings set forth in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2024, as filed with the SEC on November 10, 2025.
Item 1A. Risk factors
There are no additional risk factors other than those discussed in our Annual Report on Form 10–K, as filed with the SEC on November 10, 2025.
Item 2. Unregistered sales of equity securities and use of proceeds
No unregistered sales occurred.
Item 3. Defaults upon senior securities
None.
Item 4. Mine safety disclosures
Not applicable.
Item 5. Other information
None.
Item 6. Exhibits
| 31 | Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer and Principal Accounting Officer* | |
| 32 | Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer and Principal Financial Officer* | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File* | |
| * | Filed herewith |
| 17 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MGT CAPITAL INVESTMENTS, INC | ||
| Date: December 3, 2025 | By: | /s/ Jonathan M. Pfohl |
Jonathan M. Pfohl Interim Chief Executive Officer & Chief Financial Officer | ||
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