Effective May 11, 2012, MGT Capital Investments, Inc. (the "Company") entered into a Contribution and Sale Agreement (the "Sale Agreement" attached as Exhibit 10.1 and incorporated by this reference) with J&S Gaming, Inc. ("J&S"), and MGT Gaming, Inc. ("MGT Gaming" and together with the Company and J&S, the "Parties"). Pursuant to the Sale Agreement and certain ancillary agreements executed simultaneous thereto, the parties have agreed i) J&S shall sell certain patents to MGT Gaming in exchange for 1,000 shares (constituting 100% ownership) of MGT Gaming Common Stock, par value $0.001 (the "MGT Gaming Shares"); ii) the Company will simultaneously purchase from J&S 550 MGT Gaming Shares in exchange for $200,000 cash and warrants to purchase 350,000 shares of the Company's common stock; iii) the Company and J&S agree to grant rights of first refusal, "tag-along" and "drag-along" rights to one another with respect to the MGT Gaming Shares; and iv) Steven Brandstetter, the President of J&S, shall provide consulting services to MGT Gaming in exchange for a fee of $5,000 per month. Pursuant to the Sale Agreement, the Company has the right to purchase an additional 250 MGT Gaming Shares from J&S in exchange for a cash payment of $1,000,000 and warrants to purchase 250,000 shares of the Company's common stock.

Prior to the entry into the purchase agreement, there was no material relationship between the Parties.

(d) Exhibits

Exhibit No. Description

10.1        Contribution and Sale Agreement, dated as of May 9, 2012, by and among
            J&S Gaming, Inc., MGT Capital Investments, Inc. and MGT Gaming, Inc.

10.2        Common Stock Warrant dated May 9, 2012

10.3        Form of Common Stock Warrant

10.4        Stockholder Agreement dated May 9, 2012, by and among J&S Gaming, Inc.,
            MGT Gaming, Inc. and MGT Capital Investment, Inc.

10.5        Patent Assignment, dated as of May 9, 2012 by and between J&S Gaming,
            Inc. and MGT Holdings, Inc.