UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



Form
10–K/A



Amendment
No. 1



(Mark
One)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended: December 31, 2018



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 001-32698



MGT
CAPITAL INVESTMENTS, INC.

(Exact
name of registrant as specified in its charter)



|Delaware                                                               |  | 13–4148725                                  
|---------------------------------------------------------------------- |  | --------------------------------------------
|(State
    or other jurisdiction
    of incorporation or organization) |  | (I.R.S.
    Employer
    Identification No.)



|512
        S. Mangum Street, Suite 408
        Durham,
        NC |  | 27701         
|------------------------------------------------------------------ |  | --------------
|(Address
    of principal executive offices)                       |  | (Zip
    Code)



(914)
630–7430






(Registrant’s
telephone number, including area code)



Securities
registered under section 12(b) of the Act:

common
stock, par value $0.001 per share



Securities
registered under section 12(g) of the Act:

Not
applicable



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [  ] No [X]



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 [  ]
No [X]



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. Yes [X] No [  ]



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). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



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 [  ]       
|-------------------------------- | ---------------------------------
|Non-accelerated
    filer [  ]   | Smaller
    reporting company [X]
|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. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]



As
of June 30, 2018, the last 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 of the registrant was approximately $49,154,105.



As
of April 15, 2019, the registrant had outstanding 195,770,183 shares of common stock, $0.001 par value. (the “Common Stock”).


















MGT
CAPITAL INVESTMENTS, INC. AND SUBSIDIARIES

INDEX



|EXPLANATORY NOTE                                                                                        | 1
|------------------------------------------------------------------------------------------------------- | -
|                                                                                                        |  
|PART III                                                                                                | 2
|                                                                                                        |  
|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 2
|                                                                                                        |  
|SIGNATURES                                                                                              | 3
|                                                                                                        |  
|EXHIBIT INDEX                                                                                           | 4











EXPLANATORY
NOTE



MGT
Capital Investments, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (“Amendment”),
originally filed with the Securities and Exchange Commission on April 16, 2019 (the “Initial Filing”), solely for
the purposes of amending and supplementing the “Security Ownership of Certain Beneficial Owners” section under Item
12 of Part III of the Annual Report on Form 10-K, to correct an inadvertent omission of an investor from the table in this section.
Accordingly, the “Security Ownership of Certain Beneficial Owners” section under Item 12 of Part III of the
Initial Filing is hereby amended and restated as set forth below.



In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our Principal
Executive Officer and Principal Financial Officer are filed as exhibits to this Amendment.



Except
as described above, no other changes have been made to the Initial Filing. Among other things, forward-looking statements made
in the Initial Filing have not been revised to reflect events that occurred or facts that became known to us after the filing
of the Initial Filing, and such forward-looking statements should be read in their historical context.



1







PART
III



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 April
15, 2019, 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 April 15, 2019. 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.



Percentage
beneficially owned is based upon 195,770,183 shares of Common Stock issued and outstanding as of April 15, 2019.



|Name and Address of Beneficial Owner(1)          |  | Amount and Nature of Beneficial Ownership |            |  | Percentage of Beneficial Ownership | 
|------------------------------------------------ |  | ----------------------------------------- | ---------- |  | ---------------------------------- | 
|Current Directors and Officers:                  |  |                                           |            |  |                                    | 
|Robert B. Ladd (2)                               |  |                                           | 1,773,334  |  |                                    | 
|Robert S. Lowrey (3)                             |  |                                           | 1,000,000  |  |                                    | 
|Steven Schaeffer (4)                             |  |                                           | 440,000    |  |                                    | 
|H. Robert Holmes                                 |  |                                           | 702,819    |  |                                    | 
|Michael Onghai                                   |  |                                           | 586,000    |  |                                    | 
|All directors and executive officers (5 persons) |  |                                           | 4,502,153  |  |                                    | 
|                                                 |  |                                           |            |  |                                    | 
|5% Stockholders                                  |  |                                           |            |  |                                    | 
|Iliad Research & Trading, L.P. (5)               |  |                                           | 19,780,000 |  |                                    | 



| | (1) | Unless
    otherwise noted, the addresses for the above persons are in care of the Company at 512 S. Mangum Street, Suite 408, Durham,
    NC 27701.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (2) | Includes
    600,000 shares of restricted stock of which 200,000 shares vest on April 1, 2019; 200,000 shares vest on October 1, 2019;
    and 200,000 shares vest on April 1, 2020, subject to the terms of Mr. Ladd’s employment agreement, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (3) | Includes
    750,000 shares of restricted stock that vest in equal installments of which one-third vested on March 8, 2019, one-third will
    vest on September 8, 2019, and one-third will vest on March 8, 2020 and 250,000 shares of restricted stock that vest in equal
    installments of which one-third vested on January 31, 2019, one-third will vest on July 31, 2019 and one-third will vest on
    January 1, 2020, subject to the terms of Mr. Lowrey’s employment agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (4) | Includes
    440,000 shares of restricted stock of which 90,000 shares vested on February 15, 2019 and 350,000 shares will vest on August
    15, 2019, subject to Mr. Schaeffer’s employment agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (5) | Includes
17,500,000 common shares acquired on April 15, 2019 based on a review of a Schedule 13G filed with the SEC on April 15, 2019 by
Iliad Research & Trading, L.P., Iliad Management, LLC, Fife Trading, Inc. and John M. Fife (collectively, the “Iliad
Stockholders”). The address of each of the Iliad Stockholders is 303 East Wacker Drive, Suite 1040, Chicago, IL 60601. Also
includes 2,280,000 of common shares issuable pursuant to: (a) a convertible note held by Iliad Research & Trading, L.P. and/or
(b) shares of Series C convertible preferred stock acquired by Chicago Venture Partners, L.P., an affiliate of the Iliad Stockholders,
on April 15, 2019, (collectively, the “Convertible Securities”). Additional shares of common stock are issuable pursuant
to the Convertible Securities, however based on the underlying terms of the Convertible Securities, the Iliad Stockholders are
limited to owning 9.99% of the Company’s outstanding common shares.



2







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
|------------------ | --------------------------------
|April
    22, 2019 |                                 
|                   |                                 
|                   | By:                             
|                   |                                 
|                   |                                 



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/
    H. Robert Holmes |  | Interim
    President, Chief Executive Officer and Director |  | April
    22, 2019
|H.
    Robert Holmes     |  | (Principal
    Executive Officer)                           |  |                   
|                         |  |                                                             |  |                   
|/s/
    Robert B. Ladd   |  | Director                                                    |  | April
    22, 2019
|Robert
    B. Ladd       |  |                                                             |  |                   
|                         |  |                                                             |  |                   
|/s/
    Michael Onghai   |  | Director                                                    |  | April
    22, 2019
|Michael
    Onghai       |  |                                                             |  |                   
|                         |  |                                                             |  |                   
|/s/
    Robert S. Lowrey |  | Chief
    Financial Officer                                 |  | April
    22, 2019
|Robert
    S. Lowrey     |  | (Principal
    Financial and Accounting Officer)            |  |                   



3







EXHIBIT
INDEX



|Exhibit
    No. |  | Description                                                                                                           
|--------------- |  | ----------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                       
|31.3            |  | Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer.               
|                |  |                                                                                                                       
|31.4            |  | Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Financial and Accounting Officer.



4