MGT Capital Investments : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

On April 30, 2024, Company issued 54,000,000 shares of common stock to Minerset Farms in accordance with the terms of the property lease agreement. In issuing these securities, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On May 3, 2024, the Company issued 40,000,000 shares of common stock in connection with a conversion of the Company's outstanding Notes in the principal amount of $41,300. The transaction was exempt from registration under Section 3(a)(9) of the Securities Act of 1933.

Following both issuances, the Company has 1,037,170,903 shares outstanding. The principal amount of the Company's outstanding Notes as of this same date is $1,401,039.