Mgt Capital Investments, Inc 10-K for FY2025
Mgt Capital Investments, Inc. (MGTI)
About this 10-K
Mgt Capital Investments, Inc filed this 10-K on March 17, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $87K
- down 73.0% from $322K a year earlier
- Net loss
- $219K
- compared with net income of $5.52M a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended:
OR
| 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) | (Zip Code) |
(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 ☐
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 ☐
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.
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).
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:
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
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 $
As of March 16, 2026, the registrant had outstanding shares of common stock, $ par value.
MGT CAPITAL INVESTMENTS, INC. AND SUBSIDIARY
INDEX
($ in thousands, except share and per–share amounts)
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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:
| ● | Our history of operating losses and the uncertainty of achieving or maintaining profitability; | |
| ● | Our current lack of active revenue-generating operations and our dependence on identifying and successfully pursuing new business opportunity; | |
| ● | Our ability to obtain adequate financing on acceptable terms and in a timely manner to fund operations and strategic initiatives; | |
| ● | Risks related to our current trading status on the OTCID Market, including limited liquidity for our common stock; | |
| ● | Dilution resulting from the issuance of significant amounts of common stock in connection with financings, conversions, and compensation arrangements; | |
| ● | Our dependence on the continued service of key management, particularly our Interim Chief Executive Officer and Chief Financial Officer; and | |
| ● | Regulatory and compliance risks associated with our prior involvement in the digital asset industry and any future strategic initiatives. |
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.
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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:
| ● | In March 2025, the lease with our largest hosting customer expired, and we discontinued our remaining self-mining activities. | |
| ● | On May 13, 2025, we completed the sale of our LaFayette, Georgia facility, including several acres of land, electrical infrastructure, and mining containers, to CSRE Properties LLC for $1,350. | |
| ● | As of December 31, 2025, the Company continues to own 35 Antminer S19 Pro miners, providing about 3 Ph/s in potential hash power. These units have been relocated to storage; we are actively seeking the best alternative for the use of such assets. |
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:
| ● | Maintaining Compliance: We have recently resolved delays in SEC periodic reporting and have regained full reporting status. Retaining full reporting status is of critical importance. | |
| ● | Preserving Liquidity: Actively managing remaining corporate infrastructure and resources while minimizing overhead to manage limited capital resources | |
| ● | Strategic Alternatives: Identifying and executing new ventures that can generate sustainable cash flow and long-term shareholder value. This evaluation includes potential mergers, acquisitions, or new business lines that may leverage our expertise in technology, digital assets and data infrastructure. |
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.
| ● | The Halving: The Bitcoin protocol includes an event known as “Halving” where the block reward is reduced by 50% roughly every four years. The most recent Halving occurred in April 2024, resulting in a reward of 3.125 Bitcoin per block. | |
| ● | Industry Competition: As a Bitcoin mining company our industry was very new and subject to rapid change and constant innovation. We faced significant competition, including from companies that entered this space earlier than us and are better capitalized, with vertically integrated business models. Some of these companies were also our suppliers. We competed to attract, engage, and retain personnel, educated and skilled in the Blockchain and cryptocurrency mining space. The mining industry is highly competitive, featuring participants ranging from individual users to large-scale, vertically integrated enterprises like Bitmain, Riot Platforms, Inc., and Marathon Digital Holdings, Inc. |
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.
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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.
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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:
| ● | Operational Status: We currently have no active revenue-generating operations following the sale of our mining facility in May 2025. | |
| ● | Strategic Transition: Our future depends entirely on successfully identifying a redevelopment and use of our existing assets and developing a successful business strategy, which may not occur on acceptable terms or at all. | |
| ● | Going Concern: Our auditors have expressed substantial doubt about our ability to continue as a going concern. | |
| ● | Management Concentration: We are dependent on a single executive officer, Jonathan Pfohl, to lead our transition and reporting compliance. | |
| ● | Capital Requirements: We require significant additional capital to fund operations; future equity issuances will result in substantial dilution. | |
| ● | Digital Asset Volatility: Our remaining mining equipment and any future crypto-related strategy are subject to the extreme volatility of Bitcoin prices. | |
| ● | Market and Trading Risks: Our stock is quoted on the OTCID Basic Market, is a “penny stock,” and faces limited liquidity. |
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.
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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.
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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:
| ● | changes in our industry including changes which adversely affect Bitcoin; | |
| ● | the continued volatility of the price of Bitcoin; | |
| ● | our ability to obtain working capital financing; | |
| ● | progress and publications of the commercial acceptance of Bitcoin and other cryptocurrencies; | |
| ● | additions or departures of key personnel including our executive officers; | |
| ● | sales of our common stock; | |
| ● | any public announcement of entering into new agreements and terms thereof; | |
| ● | conversion of our convertible notes and the subsequent sale of the underlying common stock; | |
| ● | business disruptions caused by earthquakes, tornadoes or other natural disasters; | |
| ● | our ability to execute our business plan; | |
| ● | operating results that fall below expectations; | |
| ● | loss of any strategic relationship; | |
| ● | adverse regulatory developments; and | |
| ● | economic and other external factors. |
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.
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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.
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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.
Like
all companies that utilize technology, we are subject to threats of breaches of our technology systems. To mitigate the threat to our
business, we take a comprehensive approach to cybersecurity risk management.
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.
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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:
| ● | Maintaining Compliance: Prioritizing the resolution of delays in SEC periodic reporting to regain and maintain full reporting status and corporate good standing. | |
| ● | Capital Formation and Liquidity: Raising appropriate capital to meet operating needs for a minimum of 12 months while actively managing remaining corporate infrastructure to minimize overhead. | |
| ● | Market Position: Evaluating opportunities to enhance our equity market position, including potential exchange listings and broker-dealer quotation status. | |
| ● | Strategic Alternatives: Identifying and executing new ventures, which may include potential mergers, acquisitions, or entry into alternative business lines that leverage our historical expertise in digital assets and technology infrastructure. |
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.
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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:
| ● | 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. 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.
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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:
| ● | 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. |
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.
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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.
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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.
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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
Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash provided by / (used in) | ||||||||
| Operating activities | $ | (991 | ) | $ | (547 | ) | ||
| Investing activities | 1,350 | - | ||||||
| Financing activities | (262 | ) | 545 | |||||
| Net increase (decrease) in cash and cash equivalents | $ | 97 | $ | (2 | ) | |||
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
| 16 |
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable.
| 17 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
| Name | Age | Position | ||
| Jonathan M. Pfohl | 59 | Interim Chief Executive Officer, Chief Financial Officer | ||
| Michael G. Onghai | 55 | Chairman of the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee Member, Independent Director |
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.
| 18 |
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:
| Name | Principal Position | Year | Salary | Bonus | Stock awards | All other compensation | Total compensation | |||||||||||||||||||
| Robert B. Ladd | Former President, Chief Executive Officer and Former Acting Chief Financial Officer | 2025 | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
| 2024 | $ | 170 | $ | - | $ | - | $ | - | $ | 170 | ||||||||||||||||
| Paul R. Taylor | Former Interim Principal Executive Officer and Interim Former Interim Principal Financial Officer | 2025 | $ | 60 | $ | - | $ | - | $ | - | $ | 60 | ||||||||||||||
| 2024 | $ | 40 | $ | - | $ | - | $ | - | $ | 40 | ||||||||||||||||
| Jonathan M. Pfohl | Interim Chief Executive Officer and Chief Financial Officer | 2025 | $ | 35 | $ | - | $ | 10 | $ | - | $ | 45 | ||||||||||||||
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
| 19 |
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.
| Name | Fees Earned Or Paid in Cash | Stock Awards | All Other Compensation | Total | ||||||||||||
| Michael G. Onghai | $ | 32 | $ | - | $ | - | $ | 32 | ||||||||
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:
| ● | each person serving as a director, a nominee for director, or executive officer of the Company; | |
| ● | all executive officers and directors of the Company as a group; and | |
| ● | all persons who, to our knowledge, beneficially own more than five percent of the common stock. |
“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.
| Name and Address of Beneficial Owner (1) |
Amount and Beneficial Ownership |
Percentage of Class (2) | ||||||
| Current Directors and Officers: | ||||||||
| Michael G. Onghai | 500,586,000 | 10.0 | % | |||||
| Jonathan M. Pfohl | 100,000,000 | 2.0 | % | |||||
| All directors and executive officers (2 persons) | 600,586,000 | 12.0 | % | |||||
| 5% Owners | ||||||||
| Michael G. Onghai | 500,586,000 | 10.0 | % | |||||
| Project Nickel LLC/Grady D. Kittrell 1310 Cordova Road Fort Lauderdale, FL 33316 |
3,720,440,000 | 59.7 | % | |||||
| (1) | Unless otherwise noted, the addresses for the above persons are in care of the Company at 540 Montreal Ave., Suite 133, Melbourne, FL 32935. | |
| (2) | For the Current Directors and Officer the percentage of class is based on 5,015,670,903 shares of common stock issued and outstanding as of March 16, 2026. According to Schedule 13G/A file with the SEC on September 25, 2025, Project Nickel LLC holdings include (i) 2,500,000,000 shares of Common Stock held directly by Project Nickel, and (ii) 200,000 shares of Common Stock held by Grady D. Kittrell, the Manager of Project Nickel LLC and (iii) 1,220,240,000 shares issuable upon conversion of a Secured Convertible Promissory Note dated September 22, 2025 which is convertible at a price of $0.001 per share. The percentage is calculated based on 6,335,910,903 shares of Common Stock outstanding, which includes 5,015,670,903 shares of Common Stock outstanding as of March 16, 2026, and 1,220,240,000 shares of Common Stock issuable upon conversion of Project Nickel’s convertible securities. |
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.
| 20 |
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.
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Audit fees | $ | 92 | $ | 111 | ||||
| Tax fees | – | – | ||||||
| Audit-related fees | – | – | ||||||
| Other fees | – | – | ||||||
| $ | 92 | $ | 111 | |||||
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.
| 21 |
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.
| 22 |
| * | Filed herewith. |
Item 16. Form 10–K Summary.
Not applicable.
| 23 |
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.
| MGT CAPITAL INVESTMENTS, INC | ||
| March 17, 2026 | ||
| By: | /s/ Jonathan M. Pfohl | |
| Jonathan M. Pfohl | ||
| Interim Chief Executive Officer & Chief Financial Officer | ||
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.
| Signature | Title | Date | ||
| /s/ Jonathan M. Pfohl | Interim Chief Executive Officer & Chief Financial Officer | March 17, 2026 | ||
| Jonathan M. Pfohl | ||||
| /s/ Michael G. Onghai | Director | March 17, 2026 | ||
| Michael G. Onghai |
| 24 |
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
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.
| /s/
|
|
| We have served as the Company’s auditor since 2017. | |
| March 17, 2026 | |
PCAOB
ID: |
| F-1 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
MGT CAPITAL INVESTMENTS, INC.
BALANCE SHEETS
(Dollars in thousands, except per-share amounts)
| 2025 | 2024 | |||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable, related party | ||||||||
| Accounts payable | ||||||||
| Accrued expenses and other payables | ||||||||
| Security deposit | ||||||||
| Note payable | ||||||||
| Note payable, related party | ||||||||
| Note payable | ||||||||
| Operating lease liability | ||||||||
| Common stock to be issued | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Convertible
note payable, net of unamortized discount of $ | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Stockholders’ Deficit | ||||||||
| Series D convertible preferred stock, $ par value, shares authorized. and shares issued and outstanding at December 31, 2025 and 2024, respectively. | ||||||||
| Preferred stock, value | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding at December 31, 2025 and 2024, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-2 |
MGT CAPITAL INVESTMENTS, INC.
STATEMENTS OF OPERATIONS
(Dollars in thousands, except per-share amounts)
| 2025 | 2024 | |||||||
| For the years ended December 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 sale of property and equipment | ||||||||
| Gain on settlement of debt | ||||||||
| Other income | ||||||||
| Total non-operating income | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Per-share data | ||||||||
| Basic and diluted, net (loss) income per share | $ | ) | $ | |||||
| Basic and diluted, weighted average number of common shares outstanding | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
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)
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Cashless exercise of warrants and extinguishment of related warrant derivative liability | - | ( | ) | |||||||||||||||||||||||||
| Issuance of shares in respect of lease agreement | ||||||||||||||||||||||||||||
| Conversion of convertible note into Common Stock | - | |||||||||||||||||||||||||||
| Issuance of Common Stock in connection with exchange agreement | - | ( | ) | |||||||||||||||||||||||||
| Issuance of Common Stock in connection with | - | ( | ) | |||||||||||||||||||||||||
| Issuance of Preferred Stock in connection with exchange agreement | - | |||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Issuance of common stock to a director, officer & employee | - | ( | ) | |||||||||||||||||||||||||
| Issuance of common stock in connection with note exchange agreement | - | ( | ) | |||||||||||||||||||||||||
| Conversion of preferred stock into common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of Preferred Issuance of common stock | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net Income (loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
MGT CAPITAL INVESTMENTS, INC.
STATEMENTS OF CASH FLOWS
(Dollars in thousands, except per-share amounts)
| 2025 | 2024 | |||||||
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities | ||||||||
| Depreciation | ||||||||
| Interest | ||||||||
| Gain on sale of property and equipment | ( | ) | ||||||
| Change in fair value of warrant derivative liability | ( | ) | ||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Non-cash stock-based compensation | ||||||||
| Accretion of debt discount | ||||||||
| Loss 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 Investing Activities | ||||||||
| Proceeds from sale of property | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash Flows From Financing Activities | ||||||||
| Proceeds from issuance of stock under lease agreement | ||||||||
| Proceeds from sale of stock under equity purchase agreement | ||||||||
| Proceeds from loans payable | ||||||||
| Repayment of loans payable | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of year | ||||||||
| Cash and cash equivalents, end of year | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Conversion of Series D Preferred stock into shares of common stock | $ | $ | ||||||
| Issuance of common stock to a director | $ | $ | ||||||
| Cashless exercise of warrants and extinguishment of related warrant derivative liability | $ | $ | ||||||
| Issuance of Common Stock in respect of lease agreement | $ | $ | ||||||
| Issuance of Common Stock in connection with exchange agreement | $ | $ | ||||||
| Issuance of Common Stock in connection with note exchange agreement | $ | $ | ||||||
| Issuance of Preferred Stock in connection with exchange agreement | $ | $ | ||||||
| Conversion of convertible note into common stock | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
MGT CAPITAL INVESTMENTS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Dollars in thousands, except share and per–share amounts)
Note 1. Organization and Basis of Presentation
Organization and Business
MGT Capital Investments, Inc. (“MGT” or the “Company”) has historically operated in the Bitcoin mining and hosting industry. During the year ended December 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) a fixed-fee hosting contract with one customer 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 year, 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 December 31, 2025 and March 16, 2026, the Company continued to own 35 Antminer S19 Pro miners with the capability of providing approximately 3 Petahashes per second (“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.
Following the cessation of its digital-asset mining operations in March 2025 and the sale of its LaFayette, Georgia facility in May 2025, the Company currently does not have any active revenue-generating operations. Management has continued to actively manage its remaining assets, including its cryptocurrency mining equipment and corporate infrastructure, while pursuing new business opportunities and potential acquisitions. Management intends to redeploy the Company’s resources toward operating businesses or investments in sectors aligned with its historical expertise in digital assets, financial technology, and data infrastructure.
Basis of presentation
The accompanying financial statements for the years ended December 31, 2025 and 2024 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”).
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.
The Company completed the sale of the facility and related infrastructure in May 2025. Management has evaluated the requirements of ASC 205-20 and concluded that the sale does not meet the criteria for discontinued operations and has been presented within continuing operations for all periods presented. Management continues to evaluate strategic alternatives; however, no decision has been made to discontinue any business line, and the Company remains an active corporate entity pursuing new opportunities.
Inflation
Electricity and other prices are vulnerable to inflation which may increase the Company’s mining costs and operating expenses including the cost of mining equipment.
Note 2. Going Concern and Management’s Plans
The
accompanying 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 December 31, 2025, the Company had incurred significant 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 $
Since
January 2023, the Company has secured $
| F-6 |
Following
the cessation of its digital-asset mining operations in March 2025 and the sale of its LaFayette, Georgia facility in May 2025, the Company
currently does not have any active revenue-generating operations. In addition, there have been management changes and the Company will
require additional funding to re-establish and grow its operations. The Company has addressed this by raising $
Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these financial statements. The accompanying 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.
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, the fair value of warrants issued, the fair value of conversion features, 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 $
Accounts Receivable
Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. As of December 31, 2025 and 2024, we did not believe we needed to reserve for any doubtful accounts.
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. The adoption did not have a material impact on any accounting or disclosure items with the adoption of ASU 2023-08.
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 Other income (expense) 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.
Historically, the Company received Bitcoin as non-cash consideration from participation in third-party mining pools in exchange for providing computing power used in the mining process. Bitcoin rewards earned from mining activities were recognized as revenue under ASC 606 at fair value at the time the reward was confirmed by the mining pool operator.
For the periods ended December 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 December 31, 2025, or 2024; therefore, adoption of ASU 2023-08 did not have a material impact on the Company’s financial statements.
The Bitcoin Blockchain and the cryptocurrency reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “Halving.” A Halving for bitcoin occurred in April 2024, with a revised reward payout of 3.125 Bitcoin per block. Many factors influence the price of Bitcoin and potential increases or decreases in prices in advance of or following a future halving is unknown.
The following table presents the activities of digital currencies for the years ended December 31, 2025 and 2024:
Schedule of Digital Currencies
| Digital currencies at January 1, 2024 | ||||
| Additions of digital currencies from mining | ||||
| Realized loss on sale of digital currencies | ||||
| Sale of digital currencies | ( | ) | ||
| Effect of adoption of ASU 2023-081 | ||||
| Digital currencies at December 31, 2024 | $ | |||
| Additions of digital currencies from mining | ||||
| Realized loss on sale of digital currencies | ||||
| Sale of digital currencies | ( | ) | ||
| Digital currencies at December 31, 2025 | $ | |||
| 1 |
| F-7 |
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.
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 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.
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 operating loss, including the significant expense items reviewed by the CODM, for the years ended December 31, 2025 and 2024:
Schedule of Present Segment Revenue and Operating Loss
| 2025 | 2024 | |||||||
| For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Total revenues | $ | $ | ||||||
| Less: Cost of revenues | ||||||||
| Depreciation | ||||||||
| Electricity and other expenses | ||||||||
| General and administrative | ||||||||
| Operating loss | $ | ( | ) | $ | ( | ) | ||
The following table reconciles operating loss reviewed by the CODM to net income (loss) for the years ended December 31, 2025 and 2024:
| 2025 | 2024 | |||||||
| For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating loss reviewed by CODM | $ | ( | ) | $ | ( | ) | ||
| Other income | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
For
the year ended December 31, 2025, one customer accounted for
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.
| F-8 |
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:
| ● | 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. 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 agreements 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 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 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.
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
We
receive revenues from third parties renting capacity at our facility and from hosting miners owned by others. Under these
agreements, 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
$
| F-9 |
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 or 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 or 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’s debt modifications in 2025 did not result in any gain or loss.
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 are not reflected in diluted net income (loss) per share because their inclusion would not have resulted in additional dilution, based on the impact of the change in derivative liability and related adjustments to net income for the period.
Accordingly, the computation of diluted loss per share for the year ended December 31, 2025 excludes shares issuable upon the conversion of convertible notes payable. There were no outstanding financial instruments that would result in a dilution as of December 31, 2024.
Fair Value Measure 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 December 31, 2025, and 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 13– Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.
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, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard requires enhanced annual disclosures, including disaggregated information about a reporting entity’s effective tax rate reconciliation and income taxes paid. The Company adopted this guidance for the fiscal year ended December 31, 2025. The adoption resulted in additional footnote disclosures (see Note 12- Income taxes) but did not have a material impact on the Company’s financial position or results of operations.
| F-10 |
In March 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). which requires public companies to provide expanded annual disclosures of certain natural expense categories. The guidance is effective for annual periods beginning after December 15, 2026, with early adoption permitted. While the Company previously indicated an intent to early adopt this guidance, it has elected to defer adoption until the mandatory effective date. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statements and related disclosure
In November 2024, the FASB issued ASU 2024-04, Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. The guidance is effective for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact of this guidance but does not anticipate it will have a material effect on its financial statements based on its current debt structure.
Note 4. Accounts Receivable
Accounts
receivable balance of $ and $
Note 5. Property and Equipment
Property and equipment consisted of the following:
Schedule of Property and Equipment
| December
31, 2025 | December
31, 2024 | |||||||
| As of | ||||||||
| December
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 $
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 total consideration of $
Schedule of Property and Equipment Carrying Value
| Net Book Value at Sale | ||||
| Land | $ | |||
| Computer hardware and software | ||||
| Infrastructure | ||||
| Containers | ||||
| Total carrying value | $ |
In accordance with ASC 360, the Company derecognized the carrying amount of the disposed assets and recorded the sale proceeds, resulting in a gain included in continuing operations. Management evaluated the disposal under ASC 205-20 and determined it does not represent a strategic shift. Therefore, discontinued operations presentation is not required.
Following
completion of the sale, the Company continues to own 35 Antminer S19 Pro miners with a carrying amount of property and equipment of $
Note 6. Notes Payable
December 2023 Note (Extinguished)
On
December 19, 2023, the Company exchanged its existing note payable new note (the “December 2023 Note”) with
substantially the same terms with the exception of a maturity date of
November 2024 Note (Extinguished)
On
November 1, 2024, the Company exchanged the December 2023 Note for a new note (the “November 2024 Note”), in the
principal amount of $
On
November 1, 2024, the lender also exchanged all outstanding warrants to purchase
| F-11 |
On
May 13, 2025, the Company used $
New Promissory Note (Extinguished)
Also
on November 1, 2024, the Company’s lender consolidated three prior short-term loans (totaling $
On
May 13, 2025, the Company used $
September 2025 Note
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 $
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 $
The September 2025 Note is classified as a long-term liability on the Company's balance sheet, as the maturity date exceeds one year from the reporting date. As of December 31, 2025, there are potentially dilutive shares of common stock issuable upon the conversion of this note. These shares were excluded from the computation of diluted net loss per share for the year ended December 31, 2025, as their inclusion would have been anti-dilutive.
Derivative Liabilities
Prior to November 1, 2024, the Company’s notes included convertible instruments which contained variable conversion and exercise features requiring treatment as derivative liabilities. In connection with the November 2024 debt restructuring, all such conversion features and variable-rate warrants (including Series X, Y, and Z) were extinguished or cancelled.
The Company’s activity in its convertible debt related derivative liability was as follows for the years ended December 31, 2024 and 2025
Schedule of Derivative Liability Activity
| Balance of derivative liability at January 1, 2024 | $ | |||
| Settlement of derivative liability at debt conversion | ( | ) | ||
| Change in fair value of derivative liability | ( | ) | ||
| Balance of derivative liability at December 31, 2024 | $ | |||
| Settlement of derivative liability at exchange | ||||
| Change in fair value of derivative liability | ||||
| Balance of derivative liability at December 31, 2025 | $ |
Key
valuation inputs used at the November 1, 2024 settlement date were: stock price $ per share, strike $ – $, risk-free
rate
As
the November 2024 Note contained no conversion features, and the subsequent September 2025 Note contains a fixed conversion price not
subject to derivative treatment, the Company had derivative or warrant liabilities during 2025. For the year ended December 31, 2024,
the Company recorded a gain on the change in fair value of warrant derivative liability of $
Warrant Derivative Liabilities
As noted above, all the outstanding warrants as of November 1, 2024 were exchanged by the lender resulting in a gain on settlement from the exchange.
The
valuation at the November 1, 2024 exchange date incorporated the following assumptions: stock price $ per share; strike prices
$ – $ per share; risk-free interest rates
The Company’s activity in its derivative liabilities was as follows for the year ended December 31, 2024 and 2025:
Schedule of Warrant Derivative Liabilities
| Balance of warrant derivative liabilities at January 1, 2024 | $ | |||
| Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions | ( | ) | ||
| Change in fair value of warrant liability | ( | ) | ||
| Balance of warrant derivative liabilities at December 31, 2024 | $ | |||
| Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions | ||||
| Transfer in due to issuance of warrants with embedded conversion features | ||||
| Change in fair value of warrant liability | ||||
| Balance of warrant derivative liabilities at December 31, 2025 | $ |
The
Company recorded change in fair value of warrant liability in the amount of $
Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during the year ended December 31, 2024. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurement. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.
Loans Payable – Related Party
On
August 1, 2023 a former executive loaned the Company $
Note 7. Leases
The
Company is not a party to any leases. As a result, the Company did
Note 8. Common Stock, Preferred Stock and Warrants
Common stock
Income (Loss) Per Share
The Company computes income (loss) per share in accordance with ASC 260, Earnings Per Share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding, plus the impact of potentially dilutive securities.
For the years ended December 31, 2025 and 2024, the weighted-average number of common shares outstanding used in the calculation of basic and diluted EPS was and , respectively.
During the year ended December 31, 2025, the Company issued a total of shares of common stock through various debt restructurings, preferred stock conversions, and compensation arrangements. As of December 31, 2025, the Company had potentially dilutive shares issuable upon the conversion of the September 2025 Note. These shares were excluded from the computation of diluted net loss per share for 2025 because their effect would be anti-dilutive due to the Company's net loss.
Common Stock Issuances
On June 21, 2024, warrants with an embedded conversion feature were exercised on a cashless basis for the issuance of shares of common stock.
During
the year ended December 31, 2024, the Company issued shares of common stock in respect of the partial conversion of the December
2023 Note. These shares were valued at $
During
the year ended December 31, 2024, the Company issued shares of common stock in respect of the Lease Agreement. These shares
were valued at $
On
November 1, 2024, the lender exchanged all outstanding common stock purchase warrants for shares of common stock and
shares of Series D Preferred Stock. These common and Series D preferred stock were valued at $
On November 1, 2024, the company issued shares of common stock in connection with restructuring its convertible note. These shares were valued at $36 upon issuance.
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 issued 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.)
| F-12 |
Additionally, on September 22, 2025, the Company issued shares of common stock upon conversion of 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) shares of common stock valued at $
In
December 2025, the company issued shares of common stock to accredited investors that participated in a private placement
for an aggregate of $
Preferred Stock
On
November 1, 2024, the Company issued shares of Series D Preferred Stock. The Series D Preferred Stock had a par value of $
per share and a liquidation preference of $
On September 22, 2025, the holder of the Series D Preferred Stock elected to convert all outstanding shares into shares of the Company’s common stock. Following this conversion, there were shares of Series D Preferred Stock outstanding as of December 31, 2025.
Warrants
During the period from January 1, 2024 through November 1, 2024, warrants were issued as a result of the partial conversion of convertible debt and warrants were issued are a result of an adjustment to the number of X, Y and Z warrants as a result of the terms of the December 2023 Note.
On
November 1, 2024, the Company exchanged all outstanding common stock warrants to purchase
The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2025 and 2024:
Schedule of Warrants Outstanding
| Warrant shares outstanding | *Weighted average exercise price | *Weighted average remaining life | Intrinsic value | |||||||||||||
| Outstanding and exercisable at January 1, 2024 | $ | $ | ||||||||||||||
| Issued | - | - | ||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Exchanged | ( | ) | - | - | ||||||||||||
| Outstanding and exercisable at December 31, 2024 | $ | - | $ | |||||||||||||
| Issued | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Exercised | - | - | - | - | ||||||||||||
| Outstanding and exercisable at December 31, 2025 | $ | - | $ | |||||||||||||
| (*) |
Note 9. Commitments and Contingencies
Bitcoin Production Equipment and Operations
On
March 16, 2023, the Company entered into a partnership agreement (the “Partnership Agreement”) and a property lease agreement
(the “Lease Agreement”, and together with the Partnership Agreement, collectively, the “Agreement”) with another
cryptocurrency mining company (“Tenant”). Pursuant to the Lease Agreement, the Company agreed to lease to Tenant portions
of the Company’s six acre mining facility in Lafayette, GA in increments of up to 10 spaces that are 40 feet in length and eight
feet in height each (“Spaces”), together with related utilities access including electricity of up to one megawatt (“MW”)
per Space, for deploying mining equipment, in exchange for rental payments of $
The
Company considered the terms of the Option under ASC 815 and concluded that the Option is a non-option embedded derivative with no initial
fair value and would not require bifurcation from the host contract. ASC 606 states that consideration payable to a customer should be
recorded as a direct reduction to the transaction price. Therefore, 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 of $
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 actually commenced on April 1, 2023,
the Company began accounting for the lease on that date. At lease inception, the Company recorded a lease incentive loss of $
During
the year ended December 31, 2024, the Company received $
| F-13 |
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.
Note 10. 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 11. Related Party Transactions
On
September 23, 2025, the Company issued shares of its common stock to a director. The Company issued shares of common stock
to a director in settlement of $
In
separate transactions on September 23, 2025, the Company issued
shares to its Interim CEO & CFO and
shares to an employee. The shares were granted at a fair value of $
per share, resulting in compensation expense of $
for each grant. The shares carry a par value of $,
resulting in $
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 12. Income Taxes
Components of Income (Loss) before Income Taxes
As required by ASU 2023-09, the components of loss before income taxes are as follows:
Schedule of Components of Loss Before Income Taxes
| 2025 | 2024 | |||||||
| For the year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Domestic (U.S.) | $ | ( | ) | $ | ||||
| Foreign | ||||||||
| Total income (loss) before income taxes | $ | ( | ) | $ | ||||
Effective Tax Rate Reconciliation
The following table reconciles the income tax benefit computed at the U.S. federal statutory rate to the Company’s reported income tax expense. Percentages are based on the loss before income taxes.
Schedule of Effective Income Tax Rate Reconciliation
| For the year ended December 31, | 2025($) | 2025(%) | 2024($) | 2024(%) | ||||||||||||
| (at 21%) | $ | ( | ) | % | $ | % | ||||||||||
| State and local income taxes, net 1 | ( | ) | % | % | ||||||||||||
| Non-taxable or non-deductible items | ||||||||||||||||
| Change in fair value of derivatives 2 | % | ( | ) | - | % | |||||||||||
| Other permanent items | - | % | % | |||||||||||||
| Changes in valuation allowances | - | % | % | |||||||||||||
| Income tax expense (benefit) | $ | % | $ | % | ||||||||||||
| 1 |
| 2 |
Deferred Tax Assets and Liabilities
Significant components of the Company’s deferred tax assets are as follows:
Schedule of Components of Deferred Tax Assets
| 2025 | 2024 | |||||||
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| U.S. federal tax loss carry–forward | $ | $ | ||||||
| U.S. State tax loss carry–forward | ||||||||
| Equity based compensation | ||||||||
| Fixed assets, intangibles, and goodwill | ( | ) | ( | ) | ||||
| Long-term investments | ( | ) | ( | ) | ||||
| Total deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
| F-14 |
Income Taxes Paid (Disaggregated by Jurisdiction)
The Company paid no material income taxes during the years ended December 31, 2025, and 2024.
Schedule of Material Income Taxes Paid
| 2025 | 2024 | |||||||
| For the year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Federal (U.S.) | $ | $ | ||||||
| State and local (Georgia) | ||||||||
| Foreign | ||||||||
| Total Income Taxes Paid, net of refunds. | $ | $ | ||||||
Operating Loss Carryforwards
As
of December 31, 2025, the Company has gross federal net operating loss (“NOL”) carryforwards of approximately $
The Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities.
Tax positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain.
The Company files income tax returns in the U.S. federal jurisdiction and Georgia jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examination by tax authorities for years before 2022. The Internal Revenue Service has not recently informed the Company of any pending examinations.
Note 13. Subsequent Events
The Company has evaluated subsequent events through the date these financial statements were issued and determined the following are material:
On
December 23, 2025, we initiated a common stock offering to raise up to $
In February 2026, the Company bound a Management Liability
(Directors & Officers) insurance policy with a $
No other subsequent events requiring disclosure were identified.
| F-15 |
Exhibit 31
CERTIFICATION PURSUANT TO SARBANES–OXLEY ACT OF 2002
I, Jonathan M. Pfohl, certify that:
1. I have reviewed this annual report on Form 10–K of MGT Capital Investments, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| March 17, 2026 | By: | /s/ Jonathan M. Pfohl |
| Jonathan M. Pfohl | ||
| Interim Chief Executive Officer & Chief Financial Officer |
Exhibit 32
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES–OXLEY ACT OF 2002
In connection with the Annual Report of MGT Capital Investments, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| March 17, 2026 | By: | /s/ Jonathan M. Pfohl |
| Jonathan M. Pfohl | ||
| Interim Chief Executive Officer & Chief Financial Officer |