8-K

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 12, 2012

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.)

500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528

(Address of principal executive offices, including zip code)

(914) 630-7431

(Registrant's telephone number, including area code)

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:

¨ 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))

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

On October 9, 2012, MGT Capital Investments, Inc., a Delaware corporation (the "Company"), received notice from the NYSE MKT LLC (the “Exchange”) indicating that the Company is not in compliance with certain of the Exchange’s continued listing standards. Specifically, the letter from the Exchange stated that the Company is not in compliance with Section 1003(a) of the Company Guide in that it has insufficient stockholders’ equity.

The Company has informed the Exchange of its intention to pursue the right of appeal and request a hearing pursuant to Sections 1203 and 1009(d) of the Company Guide. There can be no assurance that the Company’s request for continued listing will be granted at this hearing. In the event that the Company’s appeal is unsuccessful, the Company expects that its common stock will trade on OTC-QB no later than any official delisting from the Exchange.

ITEM 7.01       REGULATION FD DISCLOSURE

On October 12, 2012, the Company issued a press release announcing the receipt of the letter from the Exchange and its intention to appeal the Exchange staff’s determination, which press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS

(d)       Exhibits

The following exhibits are furnished herewith:

Exhibit No.	Description
99.1	Text of press release issued by the Company on October 12, 2012.

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 thereunto duly authorized.

Dated: October 12, 2012

MGT Capital Investments, Inc.
By:	/s/ Robert B. Ladd
Name:	Robert B. Ladd
Title:	President and Chief Executive Officer

EX-99.1

MGT Capital Investments, Inc. Receives Delisting Notice from NYSE MKT

Expects to Appeal the Staff’s Determination with Plan to Meet Exchange Standards

Company Intends to Improve Flexibility as it Continues Strategy to Monetize Intellectual Property

HARRISON, N.Y. - October 12, 2012: MGT Capital Investments, Inc. (NYSE-MKT: MGT.BC), announced today that the Company received a notice dated October 5, 2012 from the NYSE MKT (the “Exchange”) Staff indicating that the Company was not in compliance with the Exchange’s continued listing standards. Specifically, the Company is not in compliance with Section 1003(a)(i) of the Company Guide since it reported stockholders’ equity of less than $2,000,000 at March 31, 2011 and losses from continuing operations and net losses in two of its three most recent fiscal years ended December 31, 2010, Section 1003(a)(ii) of the Company Guide since it reported stockholders’ equity of less than $4,000,000 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 Section 1003(a)(iii) of the Company Guide since it reported stockholders’ equity of less than $6,000,000 at March 31, 2011 and losses from continuing operations and net losses in its five most recent fiscal years ended December 31, 2010, and as a result its securities are subject to being delisted from the Exchange pursuant to Section 1009 of the Company Guide.

As previously disclosed, MGT has been operating under a Plan of Compliance approved by the Exchange on August 23, 2011 that allowed the Company until December 8, 2012 to regain compliance with the deficiencies noted above. During this period, the Company has been subject to periodic review by Exchange Staff, and was informed of the requirement to make progress consistent with the Plan or to regain compliance with the continued listing standards by the end of the extension period. In the October 5, 2012 notice, the Company was informed that the Staff concluded the Company has not made a reasonable demonstration of its ability to complete the initiatives and meet the equity standards by the end of the 18-month Equity Plan Period, and has therefore begun the delisting process.

MGT appreciates the time given to the Company to cure its deficiencies, and has informed NYSE MKT of its intention to pursue the right of appeal and request a hearing pursuant to Sections 1203 and 1009(d) of the Company Guide. There can be no assurance that the Company’s request for continued listing will be granted at this hearing. In the event MGT’s appeal is unsuccessful, the Company expects that its common stock will trade on OTC-QB no later than any official delisting from NYSE MKT.

After careful analysis, the Company’s board of directors concluded that current negotiations for equity capital, including one memorialized in a non-binding Term Sheet, would, if consummated quickly, put MGT compliance with the Exchange’s listing standards and allow MGT to retain its NYSE MKT listing. The marginal costs of the appeal and of continuing ongoing negotiations create a positive cost/benefit tradeoff. However, there can be no guarantee of retaining the Exchange listing even if the Company successfully cures its equity deficiency. In any scenario, MGT intends to remain as a fully reporting, current SEC filer with transparent accounting and proper corporate governance.

Robert Ladd, the Company’s President and Chief Executive Officer, concluded, “As the largest stockholder of MGT, I commend our board in only considering non-dilutive actions to meet the Exchange’s equity threshold. The out of pocket cash costs to retain listing status are manageable, but we should not enter into any transaction that we believe is destructive to shareholder value, solely to retain that status.”

As previously reported, in a step to improve the Company’s financial flexibility and reduce capital costs, MGT announced on October 8, 2012 that it entered into an exchange agreement with the holders of its Convertible Notes. The Company subsequently repaid the entire $3.5 million issue at face value plus 100,000 shares of MGT restricted common stock. MGT is now debt-free with approximately $1.4 million in cash.

The Company will continue to update its shareholders on its progress, including, but not limited to, the status of its NYSE MKT listing, as well as its patent enforcement activities. The trading symbol will bear the “BC” indicator until the Company regains the compliance with the Exchange’s continued listing requirements. 

About MGT Capital Investments, Inc.

MGT and its subsidiaries are engaged in the business of monetizing intellectual property.

MGT Gaming, Inc., a majority-owned subsidiary, owns intellectual property relating to casino gaming systems, and has plans to enforce its property rights against possible infringers.

In addition, the Company owns a majority interest in Medicsight, Ltd, a medical technology company with patent ownership, as well as operations in imaging software and hardware devices. The company’s computer-aided detection software assists radiologists with detection of colorectal polyps, and has received regulatory approvals including CE Mark and U. S. FDA clearance.

Forward Looking Statements

This press release contains forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." MGT's financial and operational results reflected above should not be construed by any means as representative of the current or future value of its common stock. All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the Company's plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include issues related to: rapidly changing technology and evolving standards in the industries in which the Company and its subsidiaries operate; the ability to obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new business, license and sign new agreements; the unpredictable nature of consumer preferences; and other factors set forth in the Company's most recently filed annual report and registration statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risks and uncertainties described in other documents that the Company files from time to time with the U.S. Securities and Exchange Commission.

Contact:

MGT Capital Investments, Inc.

Robert Ladd, President and Chief Executive Officer

(914) 630-7430

rladd@mgtci.com

Robert Traversa, Chief Financial Officer

(914) 630-7431

rtraversa@mgtci.com