UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



Amendment No 1 to



FORM 10-K



FOR ANNUAL AND TRANSITION REPORTS PURSUANT
TO

SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------





For the fiscal year ended: December 31,
2012



OR

| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | -----------------------------------------------------------------------------------





For the transition period from              to



MGT CAPITAL INVESTMENTS, INC.

(Exact Name of Registrant as Specified in
its Charter)



|Delaware                                                               |  | 0-26886                          |  | 13-4148725                                  
|---------------------------------------------------------------------- |  | -------------------------------- |  | --------------------------------------------
|(State or Other Jurisdiction
        of Incorporation or Organization) |  | (Commission
        File Number) |  | (I.R.S. Employer
        Identification No.)



500 Mamaroneck Avenue, Suite 204, Harrison,
NY 10528, USA

(Address of principal executive offices,
including zip code)



914-630-7431

(Registrant’s Telephone Number, Including
Area Code)



Securities registered
under section 12(b) of the Exchange Act:  Common stock, par value $0.001 per share



Securities registered
under section 12(g) of the Exchange Act:  Not applicable



Name of each exchange
on which registered: NYSE MKT



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 Act.  Yes  ̈   No
x



Check whether the issuer:
(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file), and (2) has been subject to such filing requirements
for the past 90 days.  Yes  x   No   ̈



Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted 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 and post such files).  Yes x
  No  ̈



Indicate by check mark
if disclosure of delinquent filers 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.    ̈









Indicate by check mark
whether the 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,” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):



|Large Accelerated Filer    ̈                 |  | Accelerated filer               ̈
|------------------------------------------- |  | --------------------------------
|                                            |  |                                 
|Non-accelerated Filer    ̈                   |  | Smaller reporting company   x   
|(Do not check if smaller reporting company) |  |                                 



Indicate by check mark
whether the Registrant is a shell Company (as defined in Rule 12b-2 of the Act).  Yes   ̈   No 
x



As of June 30, 2012,
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 $6,477,983.



As of April 16, 2013,
the registrant had outstanding 4,541,672 shares of Common stock, $0.001 par value





2









EXPLANATORY NOTE



MGT
Capital Investments, Inc. (the "Company," "we," "us" or "our") is filing this
Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K for the year
ended December 31, 2012 (the "Original Filing" or "Form 10-K"), which was originally filed with
the Securities and Exchange Commission (the "SEC") on March 29, 2013 solely to include the information
required in Part III (Items 10 through 14) of Form 10-K that was previously omitted in reliance on
General Instruction G to Form 10-K, which provides that registrants may incorporate by reference certain information from a
definitive proxy statement. We have determined to include such Part III information by amendment of the Original Form 10-K
rather than by incorporation by reference to a definitive proxy statement. Except as expressly set forth herein, this
Amendment does not reflect events occurring after the date of the Original Filing or modify or update any of the other
disclosures contained therein in any way. Accordingly, this Amendment should be read in conjunction with the Original Filing
and the Company's other filings with the SEC. This Amendment consists solely of the preceding cover page, this explanatory
note, Part III (Items 10  through 14), the signature page, and the certifications
required to be filed as exhibits to this Amendment.



Unless otherwise indicated
all share numbers are adjusted to reflect the 1-500 reverse stock split of the Company’s outstanding Common Stock, immediately
followed by a forward stock split of the Company’s outstanding common stock, at an exchange ratio of (15-1 shares of the
Company’s outstanding common stock, affected on March 21, 2012). All numbers, other than share numbers are reflected in thousands.



3







MGT CAPITAL INVESTMENTS, INC. AND SUBSIDIARIES



Annual Report on Form 10-K/A (Amendment
No. 1)

For the Year Ended December 31, 2012





INDEX

|        |  | PART III                                                                                           |  |   
|------- |  | -------------------------------------------------------------------------------------------------- |  | --
|Item 10 |  | Directors, Executive Officers and Corporate
    Governance                                         |  | 5 
|Item 11 |  | Executive Compensation                                                                             |  | 8 
|Item 12 |  | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder Matters |  | 10
|Item 13 |  | Certain Relationships and Related Transactions,
    and Director Independence                      |  | 10
|Item 14 |  | Principal Accountant Fees and Services                                                             |  | 11
|        |  |                                                                                                    |  |   
|        |  | PART IV                                                                                            |  |   
|Item 15 |  | Exhibits and Financial Statement Schedules                                                         |  | 12
|        |  | SIGNATURES                                                                                         |  | 13





4





PART III



| | Item 10. | Directors, Executive Officers and Corporate Governance
| | -------- | ------------------------------------------------------





|Name               |  | Age |  | Position                                                                                                                  
|------------------ |  | --- |  | --------------------------------------------------------------------------------------------------------------------------
|H. Robert Holmes   |  | 69  |  | Chairman of the Board, Chairman of the Nomination and Compensation Committee, Audit Committee Member, Independent Director
|Michael Onghai     |  | 43  |  | Chairman of the Audit Committee, Nomination and Compensation Committee Member, Independent Director                       
|Robert B. Ladd     |  | 54  |  | President, Chief Executive Officer and Director                                                                           
|Robert P. Traversa |  | 48  |  | Treasurer, Chief Financial Officer and Director                                                                           



Directors are elected
based on experience, qualifications and in accordance with the Company’s by-laws to serve until the next annual stockholders
meeting and until their successors are elected in their stead.  Officers are appointed by the Board of Directors and hold
office until their successors are chosen and qualified, until their death or until they resign or have been removed from office.
All corporate officers serve at the discretion of the Board of Directors. There are no family relationships between any director
or executive officer and any other director or executive officer of the Company.



H. Robert Holmes
was elected as a director in May 2012. From 2008 to 2012, Mr. Holmes has served on the board of Dejour Industries (NYSE-MKT: DEJ).
Mr. Holmes was the founder and general partner of Gilford Partners Hedge Fund. From 1980-1992, Mr. Holmes was the Co-Founder, President
of Gilford Securities, Inc. Previously, Mr. Holmes served in various positions with Paine Webber and Merrill Lynch. Mr. Holmes
has served on the Board of Trustees North Central College in Naperville, II; Board of Trustees of Sacred Heart Schools, Chairman
of Development Committee, in Chicago, IL; Board of Trustees of Crested Butte Academy where he was Chairman of Development Committee;
and the Board of Trustees Mary Wood Country Day School, Rancho Mirage, CA. The board believes that Mr. Holmes has the experience,
qualifications, attributes and skills necessary to serve as a director because of his years of business experience and service
as a director for many companies over his career.



Michael Onghai
was appointed a director in May 2012. Mr. Onghai has been the CEO of LookSmart (NASDAQ CM: LOOK), since February 2013. He has been
the founder and Chairman of AppAddictive, an advertising and social commerce platform since July 2011. Mr. Onghai is the President
of Snowy August Management LLC, a special situations fund concentrating on the Asian market, spin-offs and event-driven situations.
Mr. Onghai is the founder of Stock Sheet, Inc., and Daily Stocks, Inc. - the web's early providers of financial information and
search engine related content for financial information. Mr. Onghai has founded several other internet technology companies for
the last two decades. Mr. Onghai is an advisor to several internet incubators and is a panelist who advises FundersClub on which
companies to accept for its pioneering venture capital platform. Mr. Onghai has earned his designation as a Chartered Financial
Analyst (2006) and holds a B.S. in Electrical Engineering and Computer Science from the University of California, Los Angeles and
graduated from the Executive Management Certificate Program in Value Investing (The Heilbrunn Center for Graham & Dodd Investing)
Graduate School of Business at Columbia Business School. The board believes that Mr. Onghai has the experience, qualifications,
attributes and skills necessary to serve as a director and chairman of the Audit Committee because of his years of business experience
and financial expertise.



Robert B. Ladd
joined the Company in December 2010 as a Director. He was named Interim President and CEO in February 2011, and appointed President
and CEO in January 2012. Mr. Ladd is the Managing Member of Laddcap Value Advisors, LLC, which serves as the investment manager
for various private partnerships, including Laddcap Value Partners LP. Prior to forming his investment partnership in 2003, Mr.
Ladd was a Managing Director at Neuberger Berman, a large international money management firm catering to individuals and institutions.
From 1992 through November 2002, Mr. Ladd was a portfolio manager for various high net worth clients of Neuberger Berman. Prior
to this experience, Mr. Ladd was a securities analyst at Neuberger from 1988 through 1992. Mr. Ladd is a former Director of InFocus
Systems, Inc. (Nasdaq – INFS, 2007 to 2009), and served on the board of Delcath Systems, Inc. (Nasdaq – DCTH, 2006-2012).
Mr. Ladd has earned his designation as a Chartered Financial Analyst (1986). Based on Mr. Ladd’s familiarity with the Company
in serving as our Chief Executive Officer since 2011 and his overall background and experience as an executive in the financial
industry, the Nominating Committee of the Board of Directors concluded that Mr. Ladd has the requisite experience, qualifications,
attributes and skill necessary to serve as a member of the Board of Directors.





5







Robert P. Traversa
joined the Company on March 1, 2011 as a senior advisor to executive management and was appointed the Company’s Chief Financial
Officer in May 2011. Prior to joining the company, he was a senior vice president at Neuberger Berman LLC, a large international
money management firm catering to individuals and institutions.  He joined Neuberger Berman in 1994 and was most recently
a senior member of an investment team within the Private Asset Management Division. His earlier career at Neuberger encompassed
positions supporting management, operations and technology. Mr. Traversa was a financial analyst at Bankers Trust in the Investment
Management Division from 1990 until 1994. He began his career on the audit staff at Price Waterhouse in 1987. Mr. Traversa is a
NY State Certified Public Accountant. Based on Mr. Traversa’s familiarity with the Company in serving as our Chief Financial
Officer since 2011 and his overall background and experience as an executive in the financial industry, the Nominating Committee
of the Board of Directors concluded that Mr. Traversa has the requisite experience, qualifications, attributes and skill necessary
to serve as a member of the Board of Directors.



Arrangements relative to Appointment as Director



Under an Amended and
Restated Securities Purchase Agreement dated December 9, 2010 (the “Purchase Agreement”) between the Company and Laddcap
Value Partners, LP (the “Purchaser”), the Purchaser agreed to purchase 195,000 shares of the Company’s Common
Stock for $1,000. The Company appointed Robert B. Ladd, as director to fill the vacancy caused by the resignation of Tim Paterson-Brown.
The Purchase Agreement closed on December 13, 2010. On February 9, 2011, all 239,520 shares of the Company's Common Stock held
by the Purchaser were transferred from the Purchaser to Laddcap Value Partners III LLC (“Laddcap”). Mr. Ladd is the
managing member of Laddcap.



Involvement in Certain Legal Proceedings



To the best of our
knowledge, during the past ten years, none of the following occurred with respect to any director, director nominee or executive
officer:



(1) any bankruptcy petition
filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time;



(2) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);



(3) being subject to
any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities
or banking activities;



(4) being found by a
court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal
or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;



(5) being the subject
of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:



| | (i) | any federal or state securities or commodities law or regulation;
| | --- | -----------------------------------------------------------------



| | (ii) | any law or regulation respecting financial institutions or insurance companies including, but not
limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent
cease-and-desist order, or removal or prohibition order; or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;
or
| | ----- | --------------------------------------------------------------------------------------------------------



(6) being the subject
of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member. (covering stock, commodities or derivatives exchanges, or other
SROs).



Corporate Code of Ethics



On June 25, 2012, the
Board of Directors revised the Code of Conduct and Ethics which applies to all directors and employees including the company’s
principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions.
Prior to June 25, 2012, the Company’s employees and directors were subject to the previous Code of Ethics adopted by the
Board of Directors on December 28, 2007.



Copies of the Code
of Business Conduct and Ethics, the Anti-Fraud Policy, the Whistleblowing Policy and the MGT Share Dealing Code can be obtained,
without charge by writing to the Corporate Secretary at MGT Capital Investments, Inc., 500 Mamaroneck Avenue, Suite 204, Harrison,
NY 10528, or through our corporate website at www.mgtci.com.



6





Section 16(a) Beneficial Ownership
Reporting Compliance



Section 16(a)
of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of the Company’s
stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership
of the Company’s common stock. Reporting Persons are required by SEC regulations to furnish the Company with copies of all
Section 16(a) reports they file. Other than as disclosed below and based solely on a review of the reports furnished to us,
or written representations from reporting persons that all reportable transaction were reported, we believe that during the fiscal
year ended December 31, 2012, our officers, directors and greater than ten percent stockholders timely filed all reports and did
not miss any filings as required to file under Section 16(a).



Audit Committee and Audit Committee
Financial Expert



On November 25, 2004,
the Company’s Board of Directors established an Audit Committee to carry out its audit functions. At December 31, 2012, the
membership of the Audit Committee was Michael Onghai and H. Robert Holmes.



The Company’s
Board of Directors has determined that Michael Onghai, an independent director, is the Audit Committee financial expert, as defined
in Regulation S-K promulgated under the Securities and Exchange Act of 194, serving on its Audit Committee.



7







| | Item 11. | Executive Compensation
| | -------- | ----------------------



Summary Compensation Table



The following table
summarizes Fiscal Years 2012 and 2011 compensation for services in all capacities of the Company’s named executive officers
and other individuals:



|Name                    |  |      |  |  |        |     |  |       |   |     | Stock      |  |   | All other    |  |  | Total        |  
|----------------------- |  | ---- |  |  | ------ | --- |  | ----- | - | --- | ---------- |  | - | ------------ |  |  | ------------ | -
|Principal Position      |  | Year |  |  | Salary |     |  | Bonus |   |     | awards (1) |  |   | Compensation |  |  | compensation |  
|                        |  |      |  |  |        |     |  |       |   |     |            |  |   |              |  |  |              |  
|Robert B. Ladd          |  | 2012 |  |  | $      | 263 |  |       | $ | 185 |            |  | $ | 711          |  |  | $            | -
|Chief Executive Officer |  | 2011 |  |  | $      | 216 |  |       | $ | -   |            |  | $ | -            |  |  | $            | -
|                        |  |      |  |  |        |     |  |       |   |     |            |  |   |              |  |  |              |  
|Robert P. Traversa      |  | 2012 |  |  | $      | 263 |  |       | $ | 175 |            |  | $ | 655          |  |  | $            | -
|Chief Financial Officer |  | 2011 |  |  | $      | 209 |  |       | $ | 10  |            |  | $ | -            |  |  | $            | -



| | (1) | This column discloses the dollar amount of the aggregate grant date fair value of restricted stock granted in the year.
| | --- | -----------------------------------------------------------------------------------------------------------------------



Grants of Plan-Based Awards



|Name               |  | Grant Date |  | All other stock awards: Number of shares of stock (#) |        |  | All other option awards: Number of securities underlying options (#) |  |   | Exercise or base price of option awards ($/Sh) |  |  | Grant date fair value of stock and options awards | 
|------------------ |  | ---------- |  | ----------------------------------------------------- | ------ |  | -------------------------------------------------------------------- |  | - | ---------------------------------------------- |  |  | ------------------------------------------------- | 
|                   |  |            |  |                                                       |        |  |                                                                      |  |   |                                                |  |  |                                                   | 
|Robert B. Ladd     |  | 06/25/2012 |  |                                                       | 85,000 |  |                                                                      |  | - |                                                |  |  | -                                                 | 
|Robert B. Ladd     |  | 11/19/2012 |  |                                                       | 50,000 |  |                                                                      |  | - |                                                |  |  | -                                                 | 
|Robert P. Traversa |  | 06/25/2012 |  |                                                       | 75,000 |  |                                                                      |  | - |                                                |  |  | -                                                 | 
|Robert P. Traversa |  | 11/19/2012 |  |                                                       | 50,000 |  |                                                                      |  | - |                                                |  |  | -                                                 | 





Outstanding Equity Awards at December 31,
2012



The table below sets
forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2012, granted under
our 2012 Stock Incentive Plan.



|Name               |  | Number of shares or units of stock that have not vested |  | Market value of shares or units of stock that have not vested |  | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested |  | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested
|------------------ |  | ------------------------------------------------------- |  | ------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------
|Robert B. Ladd     |  | 106,667                                                 |  | 411,733                                                       |  | 106,667                                                                                             |  | -                                                                                                                  
|Robert P. Traversa |  | 100,000                                                 |  | 386,000                                                       |  | 100,000                                                                                             |  | -                                                                                                                  



Employment agreements



On November 19, 2012,
the Company entered into an employment agreement with Robert B. Ladd, to act as its President and Chief Executive Officer. Upon
execution of the agreement, Mr. Ladd was granted a $100,000 cash payment and 50,000 shares of restricted common stock. The agreement
provides for a two year term, subject to automatic renewals. The agreement provides for a base salary of $285,000 per year. Pursuant
to the employment agreement, Mr. Ladd is eligible for a cash and/or equity bonus as determined by the Compensation Committee. Pursuant
to the agreement, in the event that Mr. Ladd dies or is permanently disabled or he is terminated without good cause or he resigns
for Good Reason. Mr. Ladd is entitled to (i) a severance payment equal to the higher of his base salary for the remaining term
of this agreement or twelve times the average monthly Base Salary paid or accrued during the three full calendar months immediately
preceding such determination; (ii) expense compensation in an amount equal to twelve times the sum of the average Base Salary during
the full calendar months preceding such termination; (iii) immediate vesting of all stock options; (iv) vacation pay for any vacations
days earned but not taken; (v) medical insurance for 12 months; and (vi) the cost of office space, not to exceed $3,000 per month.
Good Reason includes a change of control. If payments are subject to the excise tax imposed by Section 4999 of the Code, the Company
will pay Mr. Ladd an additional amount so that the net amount retained by Mr. Ladd shall be equal to what his Total Payments would
have been without the Excise Tax and any state and local income taxes. If the Company terminates Mr. Ladd for Cause or Mr. Ladd
resigns without Good Reason, he shall only be entitled to any compensation earned but not paid at such time. Mr. Ladd’s employment
agreement was filed in an 8-K dated November 23, 2012, all defined terms not otherwise defined herein are defined in such employment
agreement.





8







On November 19, 2012,
the Company entered into an employment agreement with Robert P. Traversa to act as its Treasurer and Chief Financial Officer. The
agreement provides for a two year term, subject to automatic renewals. Upon execution of the agreement, Mr. Traversa was granted
a $100,000 cash payment and 50,000 shares of restricted common stock. The agreement provides for a base salary of $275,000 per
year. Pursuant to the employment agreement, Mr. Traversa is eligible for a cash and/or equity bonus as determined by the Compensation
Committee. Pursuant to the agreement, in the event that Mr. Traversa dies or is permanently disabled or he is terminated without
good cause or he resigns for Good Reason. Mr. Traversa is entitled to (i) a severance payment equal to the higher of his base salary
for the remaining term of this agreement or twelve times the average monthly Base Salary paid or accrued during the three full
calendar months immediately preceding such determination; (ii) expense compensation in an amount equal to twelve times the sum
of the average Base Salary during the full calendar months preceding such termination; (iii) immediate vesting of all stock options;
(iv) vacation pay for any vacations days earned but not taken; (v) medical insurance for 12 months; and (vi) the cost of office
space, not to exceed $3.00 per month. Good Reason includes a change of control. If payments are subject to the excise tax imposed
by Section 4999 of the Code, the Company will pay Mr. Traversa an additional amount so that the net amount retained by Mr. Traversa
shall be equal to what his Total Payments would have been without the Excise Tax and any state and local income taxes. If the Company
terminates Mr. Traversa for Cause or Mr. Traversa resigns without Good Reason, he shall only be entitled to any compensation earned
but not paid at such time. Mr. Traversa’s employment agreement was filed in an 8-K dated November 23, 2012 all defined terms
not otherwise defined herein are defined in such employment agreement.



Director Compensation for 2012



The following table
sets forth the compensation of persons who served as a member of our Board of Directors during all or part of 2012, other than
Robert B. Ladd and Robert P. Traversa whose compensations is discussed under "Executive Compensation" below and neither
of whom is separately compensated for Board service.



|Name                 |  | Fees Earned or Paid in Cash |    |  | Stock Awards |   |     | All Other Compensation |  |   | Total | 
|-------------------- |  | --------------------------- | -- |  | ------------ | - | --- | ---------------------- |  | - | ----- | 
|                     |  |                             |    |  |              |   |     |                        |  |   |       | 
|H. Robert Holmes     |  | $                           | 60 |  |              | $ | 188 |                        |  | $ | -     | 
|Michael Onghai       |  | $                           | 58 |  |              | $ | 188 |                        |  | $ | -     | 
|Richard Taney (1)    |  | $                           | 13 |  |              | $ | 73  |                        |  | $ | -     | 
|Richard W. Cohen (2) |  | $                           | 13 |  |              | $ | 56  |                        |  | $ | -     | 
|Neal Wyman (3)       |  | $                           | 13 |  |              | $ | 56  |                        |  | $ | -     | 



All directors are reimbursed for their out-of-pocket expenses
incurred in connection with the performance of Board duties.

| | 1) | Richard Taney, served as Director through May 31, 2012   
| | -- | ---------------------------------------------------------
| | 2) | Richard W. Cohen, served as Director through May 31, 2012
| | 3) | Neal Wyman, served as Director through May 31, 2012      



Independent director compensation



Our policy is each
independent director receives annual compensation of $20. In addition, independent directors, receive $5 as total compensation
for committee service. The Chairman of the Board receives an additional $5.

9









| | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
| | -------- | ----------------------------------------------------------------------------------------------



The following table
sets forth certain information regarding beneficial ownership of Common Stock as of March 31, 2013:



| | · | Each person known by the Company to be the beneficial owner of more
than 5% of the outstanding Common Stock;
| | - | ------------------------------------------------------------------------------------------------------------

| | · | Each person serving as a director, a nominee for director, or executive
officer of the Company; and
| | - | ---------------------------------------------------------------------------------------------------

| | · | All executive officers and directors of the Company as a group.
| | - | ---------------------------------------------------------------

Percentage beneficially owned is based upon 4,541,672 shares of common stock issued and outstanding as of April 16, 2013.



|Name of Beneficial Owner                                    |  | Numbers of
    Shares Beneficially Owned |           |  | Percentage of
    Common Equity Beneficially Owned | 
|----------------------------------------------------------- |  | ---------------------------------------- | --------- |  | -------------------------------------------------- | 
|                                                            |  |                                          |           |  |                                                    | 
|Directors and Officers                                      |  |                                          |           |  |                                                    | 
|Robert B. Ladd (1)                                          |  |                                          | 805,471   |  |                                                    | 
|Robert P. Traversa (2)                                      |  |                                          | 281,616   |  |                                                    | 
|H. Robert Holmes                                            |  |                                          | 83,819    |  |                                                    | 
|Michael Onghai                                              |  |                                          | 42,545    |  |                                                    | 
|                                                            |  |                                          |           |  |                                                    | 
|Total Current Officers and Directors as a Group (4 persons) |  |                                          | 1,213,451 |  |                                                    | 



Addresses for the above
directors and officers are care of the Company at 500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528.



| | (1) | Mr. Ladd owns 163,000 shares of Common Stock directly.  Mr. Ladd may also be deemed to
be the beneficial owner of an additional 642,741 shares of Common Stock held by Laddcap Value Partners III LLC, a Delaware
limited liability company (“Laddcap”), by virtue of his ability to vote or control the vote or dispose or control the
disposition of the shares of Common Stock held by Laddcap through his position as Managing Member of Laddcap.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr. Traversa owns 281,616 shares of Common Stock directly.
| | --- | ----------------------------------------------------------



In addition, the Company
has an aggregate of 172,517 shares of Series A Preferred Stock outstanding as of April 16, 2013 which each entitle the respective
holders to one vote per share of Series A Preferred Stock.



| | Item 13. | Certain Relationships and Related Transactions and Director Independence
| | -------- | ------------------------------------------------------------------------



Laddcap Value Partners III LLC (“Laddcap”)



On April 12, 2011,
the Company entered into a Revolving Line of Credit and Security Agreement with Laddcap for up to $500 for a fifteen-month term.
The Agreement encompassed a standby commitment fee of two (2%) percent of the maximum loan amount along with an eight (8%) percent
interest charge on any funds drawn. Laddcap is a related party as the Managing Partner and beneficial owner of Laddcap is a 10%
plus shareholder and CEO of MGT. No amounts were drawn down against the facility as of the date of the filing of the Company’s
Form 10-K for the annual period ended December 31, 2012. The Agreement expired in July 2012 and was not renewed by management.



Director independence



Each of the Company’s
current independent directors: H. Robert Holmes and Michael Onghai are considered independent under Section 803A of NYSE MKT rules,
accordingly to which the Company must comply.

10







| | Item 14. | Principal Accounting Fees and Services
| | -------- | --------------------------------------



Fees for independent registered public
accounting firm for 2012 and 2011



Set forth below are the aggregate fees billed
for each of the last two fiscal years ended December 31, 2012, and December 31, 2011, for services rendered by EisnerAmper LLP.



|                                 |  | 2012    |  | 2011    | 
|-------------------------------- |  | ------- |  | ------- | 
|Audit fees                       |  | 283,000 |  | 175,000 | 
|                                 |  |         |  |         | 
|Audit-related fees               |  | -       |  | -       | 
|                                 |  |         |  |         | 
|Total Audit & Audit-related fees |  | 283,000 |  | 175,000 | 
|                                 |  |         |  |         | 
|Tax fees                         |  | 22,000  |  | 22,000  | 
|                                 |  |         |  |         | 
|Total fees                       |  | 305,000 |  | 197,000 | 



Audit fees consist of fees billed for services
rendered for the audit of our financial statements and review of our financial statements included in our quarterly reports on
Form 10-Q.



Tax fees consist of fees billed for professional
services related to the preparation of our U.S. federal and state income tax returns and tax advice.



The Audit Committee pre-approved all Audit-related
fees. After considering the provision of services encompassed within the above disclosures about fees, the Audit Committee has
determined that the provision of such services is compatible with maintaining EisnerAmper’s independence.



Pre-approval policy of services performed
by independent registered public accounting firm



The Audit Committee’s
policy is to pre-approve all audit and non-audit related services, tax services and other services. Pre-approval is generally provided
for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject
to a specific budget. The Audit Committee has delegated the pre-approval authority to its chairperson when expedition of services
is necessary. The independent registered public accounting firm and management are required to periodically report to the full
Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with
this pre-approval and the fees for the services performed to date.





11







PART IV



ITEM 15.  Exhibits, Financial Statement Schedules



| | (a) | The exhibits listed in the accompanying Exhibit Index are filed as part of this Amendment No. 1 to Annual Report on Form 10-K/A.
| | --- | --------------------------------------------------------------------------------------------------------------------------------



|31.1 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer*
|---- |  | -------------------------------------------------------------------------------------------------------
|31.2 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer*
|32.1 |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer*
|32.2 |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer*



|* |  | Filed herewith
|- |  | --------------









12







SIGNATURES





Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.





|April 30, 2013 | MGT CAPITAL INVESTMENTS, INC.                                     
|-------------- | ------------------------------------------------------------------
|               |                                                                   
|               | By:                                                               
|               | Robert B. Ladd                                                    
|               | President and Chief Executive Officer(Principal Executive Officer)

















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