8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) June 14, 2011 (June 8, 2011)

MGT Capital Investments, Inc.

 (Exact Name of Registrant as Specified in Its Charter)

Delaware	0-26886	13-4148725
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Kensington Centre, 66 Hammersmith Road,

London, United Kingdom, W14 8UD

(Address of principal executive offices, including zip code)

011-44-20-7605-1151

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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 (  see   General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of MGT Capital Investments, Inc. and its consolidated subsidiaries (the “Company”) to differ materially from those expressed or implied by such forward-looking statements.   All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any projections of revenue, gross profit, expenses, earnings or losses from operations, synergies or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the rate of market development and acceptance of medical imaging technology; the execution of restructuring plans; any statement concerning developments, performance or industry rankings relating to products or services; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.  The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; the difficulty of aligning expense levels with revenue changes; and other risks that are described from time to time in the Company’s Securities and Exchange Commission reports filed after this report.  The Company assumes no obligation and does not intend to update these forward-looking statements, unless required by law or regulation.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 8, 2011 MGT Capital Investments, Inc. (the “Company”) received written notice from the NYSE Amex LLC (“NYSE Amex”) indicating that the Company does not meet certain of the continued listing standards of NYSE Amex. Specifically, the notice stated that the Company is not in compliance with (a) Section 1003(a)(i) of the NYSE Amex Company Guide, with stockholders equity of less than $2,000,000 reported at March 31, 2011 and losses from continuing operations and/or net losses in two of its three most recent fiscal years ended December 31, 2010; (b) Section 1003(a)(ii), with stockholders equity of less than $4,000,000 reported at March 31, 2011 and losses from continuing operations and/or net losses in three of its four most recent fiscal years ended December 31, 2010 and (c) Section 1003(a)(iii), with stockholders equity of less than $6,000,000 reported at March 31, 2011 and losses from continuing operations and/or net losses in its five most recent fiscal years ended December 31, 2010. The notice also stated that the Company must submit a plan to the NYSE Amex by July 8, 2011 addressing how the Company intends to regain compliance with those continued listing standards by December 8, 2012, and that this plan must be approved by the NYSE Amex, in order for the Company to maintain its listing. The Company intends to submit to the NYSE Amex by July 8, 2011 a plan for compliance with the applicable NYSE Amex continued listing standards.

The Company issued a press release on June 14, 2011, announcing that it had received the notice from the NYSE Amex and that the Company intends to submit a plan to attain compliance with the applicable NYSE Amex continued listing standards by July 8, 2011. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(a)  Financial Statements of Businesses Acquired

Not applicable.

(b)  Pro forma Financial Information

Not applicable.

(c)  Shell Company Transactions

Not applicable.

(d)  Exhibits

Exhibit Number	Description
99.1	Press Release issued June 14, 2011

SIGNATURES

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.

Dated: June 14, 2011	MGT CAPITAL INVESTMENTS, INC.
	By:	/s/ Robert Ladd
		Name: Robert Ladd Title: Interim President

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued June 14, 2011.

EX-99.1

MGT Capital Investments Receives NYSE Amex Listing Deficiency Notification

London, UK, June 14, 2011 – MGT Capital Investments, Inc. (NYSE Amex: MGT), today announced that on June 8, 2011 it received notice from the NYSE Amex (the “Exchange”) notifying the Company it is not in compliance with following Exchange continued listing standards: Section 1003(a)(i) of the Company Guide, resulting from stockholders’ equity on March 31, 2011 of less than $2,000,000 and losses from continuing operations and/or net losses in two of its three most recent fiscal years; Section 1003(a)(ii) of the Company Guide with stockholders’ equity of less than $4,000,000 and losses from continuing operations and/or net losses in three of its four most recent fiscal years; and Section 1003(a)(iii) with stockholders’ equity of less than $6,000,000 and losses from continuing operations and/or net losses in its five most recent fiscal years.

As allowed by Exchange rules, the Company intends to submit a plan of compliance by July 8, 2011 demonstrating its ability to regain compliance with the listing standards within an 18 month remediation period. If the plan is accepted, and periodic reviews by the Exchange confirm progress consistent with the plan, the Company will continue its listing during the 18-month plan period. Otherwise, the Company will be subject to delisting procedures as set forth in the Exchange Company Guide. The Company would have the right to appeal any such determination. However, there is no assurance of success throughout this process.

The Company's stock trading symbol will remain MGT, but will include a ".BC" appendage to denote its noncompliance. The trading symbol will bear this additional indicator until the Company regains its compliance with the NYSE Amex continued listing requirements.

About MGT Capital Investments

MGT Capital Investments is a holding company with operations in medical imaging. Its majority-owned subsidiary Medicsight recently received FDA approval of its ColonCAD software to detect polyps for use during CT colonography procedures. Additional information regarding MGT Capital Investments is available at: http://www.mgtci.com

Safe Harbor Statements

Statements contained in this press release not relating to historical facts are forward-looking statements intended to fall within the safe harbor rule for such statements under the Private Securities Litigation Reform Act of 1995. These statements can be identified by introductory words such as "expects," "plan," "believes," "will," "achieve," "anticipate," "would," "should," "subject to" or words of similar meaning, and by the fact that they do not relate strictly to historical or current facts. The information contained in the forward-looking statements is inherently uncertain, and MGT Capital Investments' actual results may differ materially due to a number of factors, many of which are beyond MGT Capital Investments’ ability to predict or control, including among others, commercial success or acceptance by the medical community, competitive responses, the Company's ability to raise additional capital and to continue as a going concern, its ability to present and execute upon a viable plan of compliance with the NYSE Amex continued listing requirements, viability and effectiveness of the Company's sales approach and overall marketing strategies, and the ability of MGT Capital Investments' subsidiary to execute on its strategy to market the ColonCAD System as contemplated. There is no assurance that the Exchange staff will accept the Company’s plan of compliance or that, even if such plan is accepted, the Company will be able to implement the plan within the prescribed timeframe, in either of which cases, the Company’s securities could be delisted from the Exchange. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual events to differ from the forward-looking statements. More information about some of these risks and uncertainties may be found in the reports filed with the Securities and Exchange Commission by MGT Capital Investments, Inc. MGT Capital Investments operates in a highly competitive and rapidly changing business and regulatory environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. Except as is expressly required by the federal securities laws, MGT Capital Investments undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.

For further information:

MGT Capital Investments

Robert Ladd

Interim CEO

Tel: 212‐ 652‐ 3214

rladd@mgtci.com

www.mgtci.com