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) April 26, 2013

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 7.01 Regulation FD Disclosure

On April 26, 2013, MGT Capital Investments, Inc. (the “Company”) made an offer to the holders of the Company’s $3.85 Common Stock Purchase Warrants (the “Warrants”) which are held by a limited number of accredited investors providing if such investors exercised one Warrant, they would have the right to exchange up to two additional Warrants (for each Warrant exercised) for 5/8ths per share of Common Stock per Warrant exchanged. The investors have 20 days to determine whether to participate in the exchange. The exchange is on a voluntary basis. The Company has approximately 2,400,000 Warrants outstanding.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

99.1 Offer Letter to Certain Warrant Holders dated April 26, 2013

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: April 26, 2013

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

EX-99.1

Exhibit 99.1

To the Holders of the Company’s $3.85 Common Stock Purchase Warrants:

The Company is offering to the holders (the “Holders”) of the Company’s $3.85, 5 year Common Stock Purchase Warrants (the “Warrants”) issued in connection with the sale of the Company’s 6% Series A Cumulative Preferred Stock an opportunity to exercise the Warrants held by each Holder on a cash basis until 5:00pm EDT, May 3, 2013. In the event that you exercise a Warrant, you will have the right to exchange (the “Exchange”) up to two additional warrants owned by you (the “Remaining Warrants”), into common stock on the basis of 5/8ths of one share of the Company’s Common Stock for each Remaining Warrant exchanged. For example, a Holder who owns 999 Warrants can exercise 333 Warrants and then have the right to Exchange his 666 Remaining Warrants for 416 Shares of Common Stock. The exchange of the Remaining Warrants for shares of Common Stock will be made pursuant to the attached exchange agreement (the “Exchange Agreement”). You will have 20 business days to determine if you want to participate in the Exchange and to determine the number of Remaining Warrants that you would like to Exchange.

SHARES OF COMMON STOCK ISSUED IN THE EXCHANGE OF THE REMAINING WARRANTS WILL BE RESTRICTED SHARES FOR WHICH THE HOLDING PERIOD WILL BEGIN UPON THE EXCHANGE.

Participation is strictly voluntary. A Notice of Exercise is attached for your convenience. Should you have any questions with respect to the foregoing, please contact Robert Traversa, the Company’s Chief Financial Officer pursuant to the contact information set forth below.

MGT CAPITAL INVESTMENTS, INC.
By:
	Robert Ladd, President and Chief Executive Officer

MGT CAPITAL INVESTMENTS, INC.

500 Mamaroneck Avenue Suite 204 Harrison, NY 10528

Tel: (914) 630-7431 email: rtraversa@mgtci.com web: www.mgtci.com