SCHEDULE: MGT Capital Investments: Project Nickel Boosts Stake to 51.87%

MGT Capital Investments, Inc. sees a significant ownership update as Project Nickel LLC, managed by DAXvest LLC and ultimately controlled by Grady D. Kittrell, now holds over 51.87% of the company's common stock following a series of debt and equity exchanges.

Summary

• This filing is an amendment to a Schedule 13D, reporting a change in beneficial ownership of MGT Capital Investments, Inc. (the "Issuer").
• The reporting persons are Project Nickel LLC, DAXvest LLC, and Grady Dowling Kittrell.
• Project Nickel LLC directly holds 3,250,131,126 shares of Common Stock, representing 51.87% of the outstanding shares as of June 30, 2026.
• Grady D. Kittrell directly holds an additional 200,000 shares of Common Stock.
• DAXvest LLC is the sole managing member of Project Nickel LLC and may be deemed a beneficial owner of securities held by Project Nickel.
• Grady D. Kittrell is the sole member and manager of DAXvest LLC and may be deemed a beneficial owner of securities held by DAXvest.
• The reporting persons acquired these shares for investment purposes.
• The current ownership stake is a result of various agreements and exchanges, including the conversion of convertible notes and preferred stock.
• Specifically, on June 30, 2026, Project Nickel exchanged its 2025 Note for 3,250,000 shares of Series E Convertible Preferred Stock and 750,131,126 shares of Common Stock.
• The Series E Preferred Stock is convertible into 1,000 shares of Common Stock per share, but is subject to a 9.99% beneficial ownership limitation, which currently prevents further conversion by Project Nickel.
• The reporting persons do not currently have plans for any specific actions regarding the Issuer beyond evaluating their investment.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral; it primarily reports a change in ownership structure resulting from debt and equity exchanges rather than new operational or financial performance data.

Positives

• Project Nickel LLC has secured a controlling stake (51.87%) in MGT Capital Investments, Inc., indicating significant investor confidence or strategic positioning.
• The conversion of debt and preferred stock into common stock suggests a deleveraging or restructuring process that has resulted in a clearer equity ownership structure.
• The Series E Convertible Preferred Stock, while currently limited by a beneficial ownership blocker, represents a potential for future equity increase if ownership thresholds change.

Negatives

• The beneficial ownership limitation (9.99%) on the Series E Convertible Preferred Stock prevents Project Nickel from converting its preferred shares into additional common stock, capping immediate equity gains from this instrument.
• The significant debt-to-equity conversions and exchanges detailed in the filing suggest a history of financial restructuring and potential past financial distress for the Issuer.
• The reliance on working capital from Project Nickel for funding indicates that the Issuer may not have access to traditional financing avenues.

Risks

• The 9.99% beneficial ownership limitation on the Series E Convertible Preferred Stock means that Project Nickel cannot currently convert these shares into common stock, limiting immediate control or influence expansion.
• Future actions by the reporting persons are not predetermined and could include acquiring more shares, disposing of holdings, or engaging in discussions, creating uncertainty for other stakeholders.
• The Issuer's financial condition and strategic direction are subject to ongoing evaluation by the reporting persons, implying potential for future changes in strategy or ownership.

Future Outlook

The reporting persons intend to evaluate their investment in the Issuer on an ongoing basis and may take various actions, including acquiring additional securities, disposing of holdings, or engaging in discussions with management or other parties, depending on factors such as the Issuer's financial condition, strategic direction, market conditions, and alternative investment opportunities.

Management Comments

• Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group.

Industry Context

StockSavvy.ai notes that significant stake acquisitions, especially those crossing the 50% threshold, often signal a shift in control or a strategic move by an investor to influence corporate direction. This filing for MGT Capital Investments, Inc. by Project Nickel LLC is a prime example, highlighting the dynamic nature of capital markets and investor activism within the technology or investment vehicle sectors.

Related Party Transactions

• The reporting persons (Project Nickel LLC, DAXvest LLC, Grady D. Kittrell) are related entities and individuals involved in the acquisition and beneficial ownership of MGT Capital Investments, Inc. securities.
• DAXvest LLC is the managing member of Project Nickel LLC.
• Grady D. Kittrell is the sole member and manager of DAXvest LLC.
• The beneficiaries of Project Nickel LLC include DAXvest LLC (50%), Pantera LLC (19.7%), and The Nutrition Zone LLC (13.2%), who have rights to pecuniary benefits from Project Nickel's holdings.

Stakeholder Impact

• Shareholders: The acquisition of a controlling stake by Project Nickel may lead to changes in corporate strategy, management, or future capital structure, impacting share value and governance.
• Creditors: The conversion of notes into equity could reduce the Issuer's debt burden, potentially improving its financial standing and creditworthiness, but also diluting equity holders.
• Management and Employees: A change in controlling shareholder could lead to shifts in leadership, strategic direction, and operational focus.

Next Steps

• Reporting persons will continue to evaluate their investment in the Issuer.
• Potential future actions may include acquiring additional securities, disposing of holdings, or engaging in discussions with management or other stakeholders.

Key Dates

Recommendation

This filing primarily details a change in beneficial ownership due to debt and equity exchanges, rather than providing new operational or financial performance data. While the acquisition of a controlling stake is significant, the lack of forward-looking guidance or performance metrics makes a definitive buy or sell recommendation premature. Investors should monitor future actions and strategic shifts by the new controlling entity.

Keywords

MGT Capital Investments, Schedule 13D, Project Nickel LLC, DAXvest LLC, Grady D. Kittrell, Beneficial Ownership, Common Stock, Convertible Preferred Stock, Securities Purchase Agreement, Convertible Note, Warrants, SEC Filing, Amendment