ITEM 3.02 UNREGISTERED SALES OF SECURITIES

On October 26, 2012, MGT Capital Investments, Inc. (the "Company") disclosed on a current report on Form 8-K filed on such date that it had entered into a subscription agreement (the "Agreement") with the investors signatory thereto (the "Investors") on October 22, 2012.

Pursuant to the Agreement, the Investors agreed to purchase (the "Offering") 1,380,362 units, at $3.26 per unit, each unit consisting of one share of 6% Series A Cumulative Convertible Preferred Stock (the "Preferred Shares") convertible into one share of common stock of the Company (the "Common Stock") and a five-year warrant (the "Warrant") to purchase up to such number of shares of Common Stock as shall be equal to 200% of the number of shares of Common Stock the Preferred Shares are convertible into that such Investor purchased in the offering at a per share exercise price of $3.85.

The offering and issuance of the Preferred Shares closed on November 2, 2012.