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

Date of report (Date of earliest event reported): October 23, 2018

MGT Capital Investments, Inc.

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:

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 1.01. Entry Into a Material Definitive Agreement.

On October 23, MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, entered into a Data Mining Facility Leasing Agreement (the “Leasing Agreement”) with 3G Venture LLC (“3G”) pursuant to which 3G will provide a facility to host the Company’s bitcoin computing servers. The Company will pay a monthly hosting service fee, which shall be calculated using a formula based on the power consumption of the Company’s servers and supporting facilities. The Leasing Agreement shall become effective on November 1, 2018 and shall remain effective until November 1, 2020.

The forgoing description of the Leasing Agreement does not purport to be complete and is qualified in its entirety by reference to the Leasing Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 25, 2018, the Company issued a press release announcing that it entered into a hosting agreement for a facility in Colorado Springs, CO to support its Bitcoin mining operations. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Items 1.01 and 7.01, including the Exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Signature

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.