UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Authorized Shares. |
On August 27, 2025, MGT Capital Investments, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 2,500,000,000 to 10,000,000,000 shares. The total authorized capital stock now consists of 10,000,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.
The amendment was approved by the Company’s Board of Directors and by the written consent of the Company’s majority stockholder in accordance with Section 242 of the General Corporation Law of the State of Delaware, as disclosed in the Company’s Definitive Information Statement filed with the Securities and Exchange Commission on July 28, 2025.
A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of MGT Capital Investments, Inc. as filed with the Secretary of State of the State of Delaware on August 27, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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 hereunto duly authorized.
| Date: August 28, 2025 | MGT CAPITAL INVESTMENTS, INC. | |
| By: | /s/ Jonathan M. Pfohl | |
| Jonathan M. Pfohl | ||
| Interim Chief Executive Officer & Chief Financial Officer | ||