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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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MGT Capital Investments, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
55302P202 (CUSIP Number) |
Michael G. Onghai 752 Avelino Vicente, San Juan, PR, 00909 646-709-3731 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 55302P202 |
| 1 |
Name of reporting person
Michael G. Onghai | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
500,586,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percentage is calculated based on 4,340,670,903 shares of Common Stock outstanding as of September 26, 2025, as disclosed by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on that date.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
MGT Capital Investments, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
50 Montreal Avenue, Suite 133, Melbourne,
FLORIDA
, 32935. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Michael G. Onghai, an individual and citizen of the United States of America (the "Reporting Person"). |
| (b) | The address of the Reporting Person is 752 Avelino Vicente, San Juan, Puerto Rico, 00909. |
| (c) |
The principal occupation of Mr. Onghai is Chief Executive Officer of Looksmart Group at 201 N Central Avenue, Phoenix, AZ 850004. |
| (d) | During the past five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he became or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | USA |
| Item 3. | Source and Amount of Funds or Other Consideration |
The purchase price for the shares of Common Stock reported on this Schedule 13D as beneficially owned by the Reporting Person was funded through compensation received from the Issuer in connection with services rendered by the Reporting Person in his capacity as a director of the Issuer. Any information required by this Item 3 that is not expressly provided herein is included in Item 4 below and incorporated herein by reference. | |
| Item 4. | Purpose of Transaction |
As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on September 26, 2025, on September 23, 2025, the Issuer entered into a compensatory arrangement with its director, the Reporting Person, pursuant to an Exchange Agreement (the "Exchange Agreement"), under which the Issuer issued 500,000,000 shares of common stock to the Reporting Person in full satisfaction of accrued and unpaid director fees totaling $56,000 as of December 31, 2024. The issuance was effected as a direct grant, was not made pursuant to any stockholder-approved equity compensation plan, and was conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. As a result of the issuance, the Reporting Person beneficially owned approximately 11.5% of the Issuer's outstanding shares of Common Stock. This ownership percentage is based on 4,340,670,903 shares of Common Stock outstanding as of September 26, 2025, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on that date. The foregoing description of certain terms of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on September 26, 2025, and is incorporated herein by reference. The Reporting Person acquired the shares of Common Stock reported herein for investment purposes. Except as otherwise disclosed in this Schedule 13D, the Reporting Person does not currently have any plan or proposal that would result in or relate to any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including without limitation the Issuer's financial condition and strategic direction, actions taken by its board of directors, the market price of the Common Stock, alternative investment opportunities, conditions in the securities markets, and general economic and industry developments, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate. These actions may include, without limitation, acquiring additional shares of Common Stock, disposing of some or all of his holdings in Common Stock or warrants, engaging in discussions with the Issuer's management, board of directors, other shareholders, or third parties concerning the Issuer, and/or modifying his intentions with respect to any or all matters referred to in Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person may be deemed to beneficially own 500,586,000 shares of the Issuer's Common Stock, representing 11.5% of the Issuer's outstanding Common Stock, which is calculated based on 4,340,670,903 shares of Common Stock outstanding as of September 26, 2025, as disclosed by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on that date. |
| (b) | The Reporting Person has sole voting and dispositive power of 500,586,000 shares of Common Stock. The Reporting Person does not share any voting or dispositive or dispositive power with respect to his ownership of the Issuer's Common Stock. |
| (c) | None other than the transactions described in Item 4 of this Schedule 13D. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. |
| 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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