UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 125, 2025

Date of Report (Date of earliest event reported)

MGT Capital Investments, Inc. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Delaware

001-32698

13-4148725

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

~~2076~~540 ~~Foster~~Montreal ~~Mill Drive LaFayette~~Ave, ~~Georgia~~Suite ~~30728 (Address of principal executive offices) (Zip code)~~127

Melbourne, FL 32935

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (914) 630-7430

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers;

On June 125, 2025, MGT Capital Investments, Inc., (the “Company”) ~~announced~~and ~~that~~its itthen ~~had~~Interim ~~appointed~~Principal ~~Mr.~~Executive ~~Jonathan Pfohl as its Chief Financial~~ Officer~~. Since 2024~~, Paul ~~Mr.~~Taylor ~~Pfohl,~~entered ~~58,~~into ~~has served as the principal of VC Partners Group LLC,~~ a ~~CFO~~Termination ~~advisory service to companies in early-stage growth and later-stage restructuring. From 2018-2024 he served as the CFO~~ of ~~Virtual~~Employment ~~Currency~~Agreement ~~Partners~~under ~~LLC,~~which ~~a venture capital group~~Mr. ~~From~~Taylor ~~2019-2022~~resigned ~~he served~~ as ~~CFO of Liquid Financial USA ,Inc, an early-stage cryptocurrency exchange. From 2013-2018 he~~Interim ~~served~~Principal asExecutive ~~CFO~~Officer of ~~Scio Diamond Technology Corp (OTC:SCIO) He received his BS and MBA from~~ the ~~State University of New York at Buffalo. Mr. Pfohl entered into an employment agreement with the~~ Company. ~~The~~Under ~~agreement provides for~~ a ~~salary~~Termination of ~~$5,000~~Employment ~~per month~~Agreement, ~~plus~~a ~~reimbursement of~~copy ~~out-~~of~~-pocket~~ ~~business~~which ~~expenses.~~is ~~The~~attached ~~Company~~as ~~or Mr. Pfohl may terminate the agreement on ten (~~Exhibit 10~~) business days notice~~.2 ~~The agreement is attached~~ to this ~~Report~~report on Form 8-K, asthe ~~Exhibit~~Company ~~10.1~~agreed ~~and~~to ispay ~~incorporated herein by reference~~Mr. ~~There~~Taylor ~~are~~the no$45,000 ~~family~~owed ~~relationships~~to ~~between Mr.~~him ~~Pfohl~~under ~~and~~his ~~any~~existing ~~person~~employment ~~associated with the Company~~agreement.

2Jonathan Pfohl, the Company’s current Chief Financial Officer has agreed to assume the title of Interim Chief Executive Officer of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Employment Agreement, dated June 1 , 2025 between the Company and Jonathan Pfohl
10.2		Termination of Employment Agreement
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 5, 2025	MGT CAPITAL INVESTMENTS, INC.
Date: June 30, 2025	MGT CAPITAL INVESTMENTS, INC.
	By:	/s/ ~~Paul~~Jonathan ~~R. Taylor~~Pfohl
		Paul R. Taylor
		Jonathan Pfohl
		Interim Principal Executive Officer
		Chief Financial Officer and Interim Chief Executive Officer

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