UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 10–Q/A

(Amendment No. 1)



| | x | QUARTERLY
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | 
| | - | ------------------------------------------------------------------------------------------- | 



For the quarterly period ended March
31, 2014



| |  ̈ | 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: 0–26886



MGT CAPITAL INVESTMENTS, INC.

(Exact name of Registrant as specified in
its charter)



|Delaware                                                      |  | 13–4148725                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



500 Mamaroneck Avenue, Suite 204,Harrison, NY 10528

(Address of principal executive offices)



914–630–7431

(Registrant’s telephone number, including
area code)



Indicate
by check whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities and 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 requirements for the past 90 days. YesxNo
 ̈



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). YesxNo  ̈



Indicate by check
mark whether the Registrant is a large accelerated filer, an accelerated filer, non–accelerated filer or a smaller reporting
company. See definition of “large accelerated filer,” “accelerated filer,” “non–accelerated
filer” and “smaller reporting company” in Rule 12b–2 of the Exchange Act:



|Large
    Accelerated Filer ̈ |  | Accelerated filer ̈        
|---------------------------- |  | --------------------------
|Non–accelerated
    Filer ̈   |  | Smaller reporting companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes  ̈ Nox





As of May 12, 2014,
the registrant had outstanding 9,139,603 shares of common stock, $0.001 par value.











EXPLANATORY NOTE



We are filing this Amendment No. 1 on Form
10-Q/A to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, as originally filed with the Securities
and Exchange Commission (the “SEC”) on May 15, 2014 (the “Original Filing”). We are filing this in order
to indicate that we are not a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, and that the box indicating
otherwise was checked inadvertently on the cover page to the Original Filing. The change to the check box indicating this on the
cover page to this Amendment No. 1 is the only change being made to our Form 10-Q.



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 Form 10-Q/A.



This Amendment No. 1 does not change any
of the other information contained in the Original Filing. Other than as specifically set forth herein, this Amendment No. 1 continues
to speak as of the date of the Original Filing and we have not updated or amended the disclosures contained therein to reflect
events that have occurred since the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction
with our filings made with the SEC subsequent to the date of the Original Filing.





PART II



| | ITEM 6. | EXHIBITS
| | ------- | --------



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



* Filed herein

2







SIGNATURES



In accordance with
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, thereunto duly authorized.





|                | MGT CAPITAL INVESTMENTS, INC
|--------------- | ----------------------------
|                |                             
|                |                             
|August 14, 2014 | By:                         
|                |                             
|                |                             
|                |                             
|                |                             
|August 14, 2014 | By:                         
|                |                             
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