Item 3.02. Unregistered Sales of Equity Securities.

On November 24, 2021 and December 20, 2021, MGT Capital Investments, Inc., a Delaware corporation (the "Company"), issued 8,000,000 and 8,000,000 shares of the Company's common stock, par value $0.001 (the "Common Stock"), respectively, to Bucktown Capital, LLC, a Utah limited liability company (the "Investor"), to satisfy a partial cashless exercise of the warrant (the "Warrant") to purchase 53,000,000 shares of Common Stock issued to the Investor on September 30, 2021.

On January 11, 2022 and January 21, 2022, the Company issued 8,000,000 and 8,000,000 shares of Common Stock, respectively, to the Investor to satisfy a further partial cashless exercise of the Warrant.

As a result of these exercises, there are 33,118,056 shares of Common Stock issuable pursuant to the Warrant.

The issuance of these securities is being made in reliance upon an exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.

As of January 25, 2022, the Company had 622,970,903 shares of Common Stock outstanding.

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