Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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MGT CAPITAL INVESTMENTS, INC. (Name of Issuer) |
Series E Convertible Preferred Stock, each representing 1,000 shares of Common Stock, par value $0.001 (Title of Class of Securities) |
55302P202 (CUSIP Number) |
07/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 55302P202 |
| 1 | Names of Reporting Persons
BRC Group Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
628,451.12 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: (1) Represents shares of Series E Convertible Preferred Stock (the "Series E Preferred Stock"). Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's common stock, par value $0.001 ("Common Stock"). The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock then issued and outstanding (the "Conversion E Limitation"). (2) Based on 6,290,802,029 shares of Common Stock outstanding as of August 3, 2026, as reported to the Reporting Persons by the Issuer. (3) Does not include 996,548.88 shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to the Conversion E Limitation.
SCHEDULE 13G
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| CUSIP No. | 55302P202 |
| 1 | Names of Reporting Persons
B. Riley Principal Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
628,451.12 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Represents shares of Series E Convertible Preferred Stock (the "Series E Preferred Stock"). Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's common stock, par value $0.001 ("Common Stock"). The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock then issued and outstanding (the "Conversion E Limitation"). (2) Based on 6,290,802,029 shares of Common Stock outstanding as of August 3, 2026, as reported to the Reporting Persons by the Issuer. (3) Does not include 996,548.88 shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to the Conversion E Limitation.
SCHEDULE 13G
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| CUSIP No. | 55302P202 |
| 1 | Names of Reporting Persons
Bryant Riley | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
628,451.12 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Represents shares of Series E Convertible Preferred Stock (the "Series E Preferred Stock"). Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's common stock, par value $0.001 ("Common Stock"). The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock then issued and outstanding (the "Conversion E Limitation"). (2) Based on 6,290,802,029 shares of Common Stock outstanding as of August 3, 2026, as reported to the Reporting Persons by the Issuer. (3) Does not include 996,548.88 shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to the Conversion E Limitation.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
MGT CAPITAL INVESTMENTS, INC. | |
| (b) | Address of issuer's principal executive offices:
50 Montreal Ave. Suite 133, Melbourne, Florida 32935 | |
| Item 2. | ||
| (a) | Name of person filing:
BRC Group Holdings, Inc., a Delaware corporation ("BRC"), B. Riley Principal Capital, LLC, a Delaware limited liability company ("BRPC"), Bryant Riley is an individual ("Riley"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
11100 Santa Monica Blvd. Suite 800, Los Angeles, CA 90025 | |
| (c) | Citizenship:
BRC and BRPC are organized under the laws of the State of Delaware. Riley is a citizen of the United State of America. | |
| (d) | Title of class of securities:
Series E Convertible Preferred Stock, each representing 1,000 shares of Common Stock, par value $0.001 | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(1) As of the date hereof, BRPC holds 1,625,000 shares of the Company's Series E Preferred Stock (the "Series E Preferred Stock"). Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's common stock, par value $0.001 ("Common Stock"). The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock then issued and outstanding (the "Conversion E Limitation"). As of the date hereof, the Conversion E Limitation limits the aggregate conversion of Series E Preferred Stock held by the Reporting Persons to 628,451.12 out of the 628,451,122.70 shares of Common Stock underlying the Series E Preferred Stock owned by the Reporting Persons in the aggregate. (2) As of the date hereof, BRC, majority holder of B. Riley Securities Holdings, Inc. ("BRSH"), which is the parent company of BRPC, may be deemed to hold 1,625,000 shares of the Company's Series E Preferred Stock. Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's Common Stock. The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would violate the Conversion E Limitation. As of the date hereof, the Conversion E Limitation limits the aggregate conversion of Series E Preferred Stock held by the Reporting Persons to 628,451.12 out of the 628,451,122.70 shares of Common Stock underlying the Series E Preferred Stock owned by the Reporting Persons in the aggregate. (3) As of the date hereof, Riley may be deemed to hold 1,625,000 shares of the Company's Series E Preferred Stock. Each share of the Series E Preferred Stock is convertible into 1,000 shares of the Company's Common Stock. The Series E Preferred Stock may not be converted if, after such conversion, the Reporting Person together with its affiliates, would violate the Conversion E Limitation. As of the date hereof, the Conversion E Limitation limits the aggregate conversion of Series E Preferred Stock held by the Reporting Persons to 628,451.12 out of the 628,451,122.70 shares of Common Stock underlying the Series E Preferred Stock owned by the Reporting Persons in the aggregate. | |
| (b) | Percent of class:
The information contained on the cover pages to this filing is incorporated by reference herein. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information contained on the cover pages to this filing is incorporated by reference herein. | ||
| (ii) Shared power to vote or to direct the vote:
The information contained on the cover pages to this filing is incorporated by reference herein. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information contained on the cover pages to this filing is incorporated by reference herein. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information contained on the cover pages to this filing is incorporated by reference herein. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
BRPC is a subsidiary of B. Riley Securities Holdings, Inc. ("BRSH"). BRSH is majority owned by BRC. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A - Joint Filing Agreement |