[1] Mr. Silverman resigned frommeeting, a stockholder’s failure to vote, or a vote to abstain, will have no effect on the Board of Directors on May 6, 2016.vote to approve Proposal No. 2.

[2] Mr. Bushnell was appointed as a member of the Board of Directors on June 7, 2016.

Directors are reimbursed for their out–of–pocket expenses incurred in connection with the performance of Board duties.Recommendation

Independent director compensationTHE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 2.

Each independent director receives annual cash compensation of $20,000. Further, independent directors collectively receive $5,000 as total compensation for committee services. The Chairman of the Board receives an additional $5,000 for his role as Chairman. For fiscal year 2017, the Company does not propose any change in compensation for the independent directors.

EXECUTIVE OFFICERS

Certain information regarding our Executive Officers is provided below:

Officers are appointed by the Board and hold office until their successors are chosen and qualified, until their death or until they resign or have been removed from office. All corporate officers serve at the discretion of the Board. There are no family relationships among our Directors or Executive Officers.

EXECUTIVE COMPENSATION

Compensation policies and practices and risk management; Compensation committee

The Board considers, in establishing and reviewing our compensation philosophy and programs, whether such programs encourage unnecessary or excessive risk taking. Base salaries are fixed in amount and consequently the Board does not see them as encouraging risk taking. We also provide named executive officers and other senior managers with long–term equity awards to help further align their interests with our interests and those of our stockholders. The Board believes that these awards do not encourage unnecessary or excessive risk taking since the awards are generally provided at the beginning of an employee’s tenure or at various intervals to award achievements or provide additional incentive to build long–term value and are subject to vesting schedules to help ensure that executives and senior managers have significant value tied to our long–term corporate success and performance.

The Board believes that our compensation philosophy and programs encourage employees to strive to achieve both short– and long–term goals that are important to our success and building stockholder value, without promoting unnecessary or excessive risk taking. The Board has concluded that our compensation philosophy and practices are not reasonably likely to have a material adverse effect on us.

In addition, our Compensation Committee undertakes such analyses and makes such determinations as it deems appropriate. In addition, the Compensation Committee makes decisions regarding the levels of compensation for each of our executive officers.

Summary compensation table

The following table summarizes Fiscal Years 2016 and 2015 compensation for services in all capacities of the Company’s named executive officer and other individuals:

Grants of Plan–Based Awards

The following table presents information concerning grants of plan-based awards to each of the Named Executive Officers during the year ended December 31, 2016.

Outstanding equity awards as of December 31, 2016

There were 8,200,000 outstanding equity awards granted to the named executive officers at December 31, 2016.

Employment Agreements

On October 7, 2015, the Company entered into an amended and restated employment agreement with Mr. Ladd, effective October 1, 2015. The agreement amends and restates in its entirety the employment agreement entered into between the Company and Mr. Ladd on November 19, 2012 as amended January 28, 2014. The term of the agreement shall expire on November 30, 2016, subject to automatic renewals of one year. Upon execution of the agreement, Mr. Ladd was granted 200,000 shares of restricted common stock. The agreement provides for a base salary of $199,500 per year. Pursuant to the employment agreement, Mr. Ladd is eligible for a cash and/or equity bonus as determined by the Compensation Committee. Pursuant to the agreement, in the event that Mr. Ladd dies or is permanently disabled or he is terminated without good cause or he resigns for Good Reason. Mr. Ladd is entitled to (i) a severance payment equal to the higher of his base salary for the remaining term of this agreement or twelve times the average monthly Base Salary paid or accrued during the three full calendar months immediately preceding such determination; (ii) expense compensation in an amount equal to twelve times the sum of the average Base Salary during the full calendar months preceding such termination; (iii) immediate vesting of all stock options; (iv) vacation pay for any vacations days earned but not taken; (v) medical insurance for 12 months; and (vi) the cost of office space, not to exceed $3,000 per month. Good Reason includes a change of control. If payments are subject to the excise tax imposed by Section 4999 of the Code, the Company will pay Mr. Ladd an additional amount so that the net amount retained by Mr. Ladd shall be equal to what his Total Payments would have been without the Excise Tax and any state and local income taxes. If the Company terminates Mr. Ladd for Cause or Mr. Ladd resigns without Good Reason, he shall only be entitled to any compensation earned but not paid at such time. Mr. Ladd’s employment agreement was filed as an exhibit to the Current Report on Form 8–K we filed with the SEC on October 9, 2015; all defined terms not otherwise defined herein are defined in such employment agreement.

On July 7, 2016, the Company entered into a two-year employment agreement with Robert B. Ladd, to act as its President and Chief Operating Officer subject to certain conditions. Pursuant to the new Employment Agreement, Mr. Ladd received a salary of $240,000 per year and is eligible for a cash and/or equity bonus as determined by the Nomination and Compensation Committee. Further, Mr. Ladd is entitled to receive up to 2,000,000 shares of the Company’s common stock, one third of which shall vest 12 months from the execution of the agreement, another one third in 18 months, and the remaining one third in 24 months from the execution of the agreement. Lastly, the agreement provides Mr. Ladd with certain rights in the event of his death, permanent incapacity, voluntary termination or discharge for good reason. A copy of Mr. Ladd’s employment agreement entered on July 7, 2016 was filed as an Annex to the Definitive Proxy Statement on Form 14A with the SEC on August 15, 2016; all defined terms not otherwise defined herein are defined in such employment agreement.

On August 16, 2017, the Company amended Mr. Ladd’s employment agreement, the amendment of which extended Mr. Ladd’s Employment Term for an additional year, through July 7, 2019 and reappointed Mr. Ladd the Company’s Chief Executive Officer.

Securities authorized for issuance under equity compensation plans

6,000,000 option grants were issued during the year ended December 31, 2016. The table below provides information on our equity compensation plans as of December 31, 2016:

Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management

The following tables set forth certain information regarding beneficial ownership of the Common stock as of the Record Date, of:

“Beneficial ownership” here means direct or indirect voting or investment power over outstanding stock and stock which a person has the right to acquire now or within 60 days after October 25, 2017.February __, 2019. See the accompanying footnotes to the tables below for more detailed explanations of the holdings. Except as noted, to our knowledge, the persons named in the tables beneficially own and have sole voting and investment power over all shares listed.

Percentage beneficially owned is based upon 48,524,481[118,112,807] shares of Common Stock issued and outstanding as of October 25, 2017.January [  ], 2019.

Each share of Common Stock has one vote per share of Common Stock held.

* Less than 1%

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of the Company’s stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership of the Company’s securities. Based solely on a review of the reports furnished to us, or written representations from Reporting Persons that all reportable transaction were reported, we believe that during the fiscal year ended December 31, 2016, our officers, directors and greater than ten percent stockholders timely filed all reports and did not miss any filings as required to file under Section 16(a) except the forms and transactions listed below:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Janice Dyson, wife of John McAfee, the Company’s then Executive Chairman of the Board of Directors and Chief Executive Officer, is the sole director of Future Tense Secure Systems, Inc. (“FTS”) and owned 33% of the currently outstanding shares of common stock of such company. As of December 31, 2016, FTS owned 46% of membership interest in Demonsaw, LLC, a Delaware limited liability company. On May 9, 2016, the Company entered into a consulting agreement with FTS, pursuant to which FTS would provide advice, consultation, information and services to the Company, including assistance with executive management, business and product development and potential acquisitions or related transactions. During the year ended December 31, 2016, the Company recorded consulting fees of approximately $902,000 to FTS for such services, of which approximately $882,000was paid as of December 31, 2016 and the remaining of approximately $20,000 was included in Accounts Payable in the consolidated balance sheet.

On March 3, 2017, the Company and FTS entered into the Demonsaw LLC Membership Interest Purchase Agreement. Pursuant to the Purchase Agreement, FTS sold its 46% membership interest in Demonsaw, LLC for 2,000,000 unregistered shares of the Company’s common stock.

PROPOSAL NO. 2

THE APPOINTMENT OF RBSM LLP AS

THE COMPANY’S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR

FISCAL YEAR 2017

The Board of Directors has appointed RBSM LLP (“RBSM”) as our independent registered certified public accounting firm for the fiscal year 2017 and has further directed that the selection of RBSM be submitted to a vote of stockholders at the annual meeting for ratification.

Representatives of RBSM are expected to attend the annual meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

Friedman LLP (“Friedman”) served as our independent auditors for the fiscal year ended December 31, 2015. On January 5, 2017, we dismissed Friedman, and RBSM became our independent auditor. The following is a summary of the fees billed to the Company for professional services rendered for the fiscal years ended December 31, 2016 and 2015.

Audit fees consist of fees billed for services rendered for the audit of our financial statements and review of our financial statements included in our quarterly reports on Form 10–Q.

Tax fees consist of fees billed for professional services related to the preparation of our U.S. federal and state income tax returns and tax advice.

The Audit Committee pre–approved all audit–related fees. After considering the provision of services encompassed within the above disclosures about fees, the Audit Committee has determined that the provision of such services is compatible with maintaining Friedman’s and RBSM’s independence.

Pre–approval policy of services performed by independent registered public accounting firm

The Audit Committee’s policy is to pre–approve all audit and non–audit related services, tax services and other services. Pre–approval is generally provided for up to one year, and any pre–approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated the pre–approval authority to its chairperson when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre–approval and the fees for the services performed to date.

Votes required

The stockholder vote is not binding on the Board or the Company respecting the ratification of the appointment of RBSM as our independent registered certified public accounting firm. The Board will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement, but may ultimately determine to continue the engagement of the firm or another audit firm without re–submitting the matter to stockholders. Further, even if the appointment of RBSM is ratified, the Board may in its sole discretion terminate the engagement of the firm and direct the appointment of another independent auditor at any time during the year if it determines that such an appointment would be in the best interests of our Company and our stockholders.

Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF RBSM AS OUR INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2017.

PROPOSAL NO. 3

To authorize an amendment to the Company’s Restated Certificate of Incorporation to increase the Company’s authorized common stock from 75,000,000 shares to 200,000,000 shares of common stock.

At the Meeting, the stockholders will be requested to vote and approve an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized Common Stock from 75,000,000 shares to 200,000,000 shares (the “Authorized Capital Increase”).

We intend to file a Certificate of Amendment (“Amendment”) to our Certificate of Incorporation with the Delaware Secretary of State effectuating the above action.

The Authorized Capital Increase

The purpose of the Authorized Capital Increase is to increase the number of shares of the Company’s Common Stock available for issuance by the Company for general corporate purposes, including acquisitions, equity financings and grants of stock and stock options, and other transactions under which the Company’s Board of Directors may determine is in the best interest of the Company and its stockholders to issue shares of Common Stock.

The Authorized Capital Increase will not have any immediate effect on the rights of existing stockholders, but may have a dilutive effect on the Company’s existing stockholders if additional shares are issued.

We are not increasing our authorized Common Stock to construct or enable any anti–takeover defense or mechanism on behalf of the Company. While it is possible that management could use the additional shares to resist or frustrate a third–party transaction providing an above–market premium that is favored by a majority of the independent stockholders, the Company has no intent or plan to employ the additional unissued authorized shares as an anti–takeover device.

Effects of the Authorized Capital Increase

General

Pursuant to the Authorized Capital Increase, the authorized shares of Common Stock will be increased from 75,000,000 shares, par value $0.001 per share, to 200,000,000 shares, par value $0.001 per share.

The rights and preferences of the shares of Common Stock prior and subsequent to the Authorized Capital Increase will remain the same. It is not anticipated that the Company’s financial condition, the management’s percentage ownership, the number of stockholders, or any aspect of the Company’s business will materially change as a result of the Authorized Capital Increase.

The Authorized Capital Increase will be affected simultaneously for all of the Company’s Common Stock, will affect all of our holders of common stock universally, and will not affect any stockholder’s percentage ownership interests in the Company or proportionate voting power.

The Company will continue to be subject to the periodic reporting requirements of the Exchange Act. The Common Stock is currently registered under Section 12(b) of the Exchange Act and as a result, is subject to periodic reporting and other requirements. The proposed Authorized Capital Increase will not affect the registration of the Common Stock under the Exchange Act.

Effectiveness of the Authorized Capital Increase

If the Authorized Capital Increase is approved by the stockholders at the Meeting, it is anticipated that that the Authorized Capital Increase will be effective, and the Amendment to our Certificate of Incorporation will be filed with the Delaware Secretary of State as soon as practicable upon stockholder approval.

If this proposal is approved by our stockholders, the Board of Directors will have the authority, without further action on the part of the stockholders, to implement the Authorized Capital Increase by filing an amendment to the Certificate of Incorporation, in the form attached hereto asAnnex A (the “Amendment”), with the Delaware Secretary of State; provided that the text set forth in Annex A is subject to changes as may be required by the Delaware Secretary of State.

Votes required

The approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the Company’s authorized Common stock requires the affirmative vote of a majority of the outstanding stock entitled to vote at a duly called meeting.

Recommendation

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL OF THE INCREASE IN AUTHORIZED CAPITAL STOCK, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

PROPOSAL NO. 4

To authorize the Company’s Board of Directors to IMPLEMENT A reverse stock split AT A RATIO WITHIN a range of 1–for–2 to 1–for–7 AT ANY TIME after this annual meeting but PRIOR TO THE NEXT ANNUAL MEETING of stockholders.

The Board of Directors is seeking stockholder approval of an amendment to our Certificate of Incorporation to implement a reverse stock split of the Company’s capital stock, at a ratio within the range of 1-for-2 to 1-for-7 (the “Reverse Stock Split”) at any time following the Annual Meeting and prior to the 2018 Annual Meeting.

If this proposal is approved by our stockholders, the Board of Directors will have the authority, without further action on the part of the stockholders, to implement the Reverse Stock Split at any ratio within the range set forth above by filing an amendment to the Certificate of Incorporation, in the form attached hereto asAnnex A (the “Amendment”), with the Delaware Secretary of State; provided that the text set forth in Annex A is subject to changes as may be required by the Delaware Secretary of State or as the Board deems reasonably necessary and advisable to implement the Reverse Stock Split.

Except for any changes as a result of the treatment of fractional shares, each stockholder will hold the same percentage of the Common Stock outstanding immediately after the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split. The Reverse Stock Split would not change the number of authorized shares of Common Stock. There are currently no specific plans, arrangements, agreements or understandings for the issuance of the additional authorized but unissued and unreserved shares of Common Stock that would be created by the Reverse Stock Split. In the event that the Reverse Stock Split results in a stockholder holding a fractional share of our Common Stock, such fractional share will be rounded up to the next whole number.

Reasons for the Reverse Stock Split

We believe that the Reverse Stock Split could further enhance the appeal of our Common Stock to the financial community, including institutional investors, and the general investing public. We believe that a number of institutional investors and investment funds are reluctant to invest in lower–priced securities and that brokerage firms may be reluctant to recommend lower–priced stock to their clients, which may be due in part to a perception that lower–priced securities are less promising as investments, are less liquid in the event that an investor wishes to sell its shares, or are less likely to be followed by institutional securities research firms and therefore to have less third–party analysis of the company available to investors. In addition, certain institutional investors or investment funds may be prohibited from buying stocks whose price is below a certain threshold. We believe that the reduction in the number of issued and outstanding shares of our Common Stock achieved by the contemplated reverse stock split (“Reverse Stock Split”), together with the anticipated increased stock price immediately following and resulting from the Reverse Stock Split, may encourage interest and trading in our Common Stock and thus possibly promote greater liquidity for our stockholders, thereby resulting in a broader market for the Common Stock than that which currently exists. The Board of Directors recommends Reverse Stock Split at a ratio with a range of 1-for-2 to 1-for-7 to be implemented at any time after this Annual Meeting but before the 2018 Annual Meeting of stockholders.

In addition to increasing our common stock price to a level more appealing for investors, we believe that the Reverse Stock Split would decrease stock price volatility. We anticipate that the intended increase in our common stock price could decrease price volatility, as currently small changes in the price of our Common Stock result in relatively large percentage changes in the stock price.

Also the Company intends to apply for listing or quoting its Common Stock on either the Nasdaq stock exchange (“NASDAQ”) or OTCQX tier (“OTCQX”) although we cannot assure that we will apply for such listing or quotation of our Common Stock or the success thereof. Both markets have certain initial listing standards under which it gives consideration to market capitalization, stockholders’ equity and per share bidding price. We believe that being listed or quoted on either NASDAQ or OTCQX will improve and maintain liquidity of the Common Stock and provide the Company with higher recognition and visibility. The Reverse Stock Split at a ratio within the proposed range of one-for-two to one-for-seven will increase our ability to meet the initial listing standards of NASDAQ and OTCQX.

However, we cannot assure you that all or any of the anticipated beneficial effects on the trading market for the Company’s Common Stock will occur. Our board of directors cannot predict with certainty what effect the Reverse Stock Split will have on the market price of the Common Stock, particularly over the longer term. Some investors may view a reverse stock split negatively, which could result in a decrease in our market capitalization. Additionally, any improvement in liquidity due to increased institutional or brokerage interest or lower trading commissions may be offset by the lower number of outstanding shares.

Determination of Ratio and Abandonment by the Board

If Proposal No. 4 is approved by the Company’s stockholders at the Annual Meeting, the Reverse Stock Split will be affected, if at all, only upon a subsequent determination by the Board that the ratio determined is in the best interests of the Company and its stockholders at the time. Such determination will be based upon many factors, including those described in the following paragraph. Notwithstanding approval of Proposal No. 4 by the stockholders, the Board may, in its sole discretion, abandon all of the proposed amendments and determine prior to the effectiveness of any filing with the Delaware Secretary of State not to affect any of the Reverse Stock Split.

The ratio of the Reverse Stock Split, if approved and implemented, will be not less than 1-for-2 and no more than 1-for-7, as determined by the Board in its sole discretion. In determining the Reverse Stock Split ratio, the Board will consider a number of factors, including:

Description of Capital Stock

We have authorized capital stock consisting of 125,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). As of the date of this Proxy Statement, there are [118,112,807] shares of Common Stock outstanding and no shares of Preferred Stock outstanding.

The purposefollowing description of askingour capital stock is a summary only and is subject to applicable provisions of the Delaware General Corporations Law, and our Restated Certificate of Incorporation and Bylaws, each as amended from time to time.

Common Stock

Each holder of Common Stock has the right to one vote for authorizationeach share of Common Stock registered in the holder’s name on the books of the Company with respect to implementall matters submitted to a vote of stockholders. The holders of our Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the ReverseBoard of Directors out of legally available funds. Upon liquidation, dissolution or winding-up, the holders of our Common Stock Split at a ratioare entitled to share ratably in all assets that are legally available for distribution. The holders of our Common Stock have no preemptive, subscription, redemption or conversion rights.

The rights, preferences and privileges of holders of our Common Stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the Board of Directors and issued in the future. Holders of Common Stock are entitled to such dividends as may be declared by the Board of Directors from time to time, provided that required dividends, if any, on Preferred Stock have been paid or provided for. In the event of the liquidation, dissolution, or winding up, whether voluntary or involuntary, of the Company, the assets of the Company available for distribution to stockholders, remaining after the payment to holders of Preferred Stock of the amounts, if any, to which they are entitled, will be distributed pro rata to the holders of Common Stock.

Our common stock is quoted on the OTCQB marketplace under the ticker symbol “MGTI.”

Preferred Stock

The shares of Preferred Stock may be divided and issued from time to time in one or more classes and/or series within any class or classes as may be determined by the Board as opposed to a ratio fixed in advance, is to give the Board the flexibility to take into account then–current market conditions and changes in the priceof Directors of the Common StockCompany, each such class or series to be distinctly designated and to respond to other developments that may be deemed relevant when considering the appropriate ratio.

Authorized Sharesconsist of Common Stock and “Anti–Takeover” Effect

Our Certificate of Incorporation presently authorizes 75,000,000 shares of Common Stock. The Reverse Stock Split would not change the number of authorized shares of Common Stock. Therefore, because the number of issued and outstanding shares of Common Stock would decrease, the number of shares remaining available for issuancedetermined by us in the future would increase. These additionalBoard of Directors. The Board of Directors is vested with authority to adopt resolutions with respect to any unissued and/or treasury shares would be available for issuance from time to time for various corporate purposes, such as issuances of CommonPreferred Stock in connection with capital–raising transactions and acquisitions of companies or other assets, as well as for issuance upon conversion or exercise of securities, such as convertible debt, warrants or options convertible into or exercisable for Common Stock. We believe that the availability of the additional shares will provide us with the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond effectively in a changing corporate environment. For example, we may elect to issue the shares, of Common Stock to raise capital, to make acquisitions through the use of stock, to establish strategic relationships with other companies, to adopt additional employee benefit plans or reserve additional shares for issuance under such plans, where the Board determines it advisable to do so, without the necessity of soliciting further stockholder approval, subject to applicable stockholder vote requirements under Delaware Corporation Law and the OTCQB Standards. If we issue additional shares for any of these purposes, the aggregate ownership interest of our current stockholders, and the interest of each such existing stockholder, would be diluted.

The increase infix the number of shares constituting any class or series, and to provide for the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions, if any, of authorized but unissuedPreferred Stock, and unreserved Common Stock will have an ‘anti–takeover effect’ by permittingeach class or series thereof, in each case without approval of the issuancestockholders.

The number of shares, to purchasers who might oppose a hostile takeover bidvoting powers, designations, preferences and relative, participating, optional or opposeother special rights, qualifications, limitations or restrictions, if any, efforts to amendof any class or repeal certain provisionsseries of the Certificate of Incorporation or Bylaws. The increased number of available authorized but unissued shares as a result of the ReversePreferred Stock Split would give the Company’s management more flexibility to resist or impede a third–party takeover bid that provides an above–market premium that is favored by a majority of the independent stockholders. Any such anti–takeover effect of a reverse stock split wouldwhich may be an addition to existing anti–takeover provisions of the Certificate of Incorporation and Bylaws.

Effects of the Reverse Stock Split

Except for adjustments that may result from the treatment of fractional shares as described below, each stockholder will hold the same percentage of our outstanding Common Stock immediately following the implementation of the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split. On October 25, 2017, we had 48,524,481 shares of Common Stock issued and outstanding and 26,475,519 shares of Common Stock that were authorized but unissued. On October 25, 2017, we had reserved 13 million shares for future issuance, issuable upon exercise of outstanding warrants and convertible notes. In addition, on October 25, 2017, we reserved an aggregate of 10,212,808 shares for future issuance under our 2016 stock incentive plan. All of these share numbers will be adjusted in accordance with the ratio of the Reverse Stock Split. With respect to outstanding options and warrants, the respective exercise prices of the options and warrants would increase by a factor equal to the inverse of the Reverse Stock Split ratio. For example, if a 1-for-2 ratio is selecteddesignated by the Board of Directors then the exercise pricemay differ from those of our outstanding optionsany and warrants would increase by a factor of 2.all other class or series at any time outstanding.

After the Reverse Stock Split is implemented, each stockholder will own a reduced number of shares of the Common Stock based on the exchange ratio selected by the Board. For example, if the Board decides to implement a 1 for 2 Reverse Stock Split, then every two shares of the Common Stock that a stockholder owns will be combined and converted into a single share of the Common Stock. We estimate that following the implementation of the Reverse Stock Split, we would have approximately the same number of stockholders. Except for any changes as a result of the treatment of fractional shares, the completion of the Reverse Stock Split alone would not change any stockholder’s proportionate ownership interest in the Company. The implementation of the Reverse Stock Split may, however, increase the number of stockholders of the Company who own “odd lots” of less than 100 shares of the Common Stock. Odd lots may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of Common Stock.

The Reverse Stock Split will not affect the par value of the Common Stock.

Although the Board expects that the reduction in outstanding shares of Common Stock will result in an increase in the per share price of the Company’s Common Stock, there is no assurance that such a result will occur. Similarly, there is no assurance that if the per share price of the Company’s Common Stock increases as a result of the Reverse Stock Split, such increase in the per share price will be permanent, which will be dependent on several factors.

Treatment of Fractional SharesOther Matters

No fractional shares would be issued if, as a result the Reverse Stock Split, a registered stockholder would otherwise become entitled to a fractional share. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the ratioAs of the Reverse Stock Split will automatically be entitleddate of this Proxy Statement, the Board does not intend to receive an additional sharepresent at the Special Meeting any matters other than those described herein and does not presently know of Common Stock. In other words, any fractional sharematters that will be rounded up topresented by other parties. If any other matter is properly brought before the nearest whole number.

Exchange of Stock Certificates

The combination of, and reductionmeeting for action by stockholders, proxies in the number of shares of our outstanding Common Stock as a result of the Reverse Stock Split will occur automatically on the date that the amendmentenclosed form returned to our Certificate of Incorporation is filed with the Delaware Secretary of State (the “Effective Date”), without any action on the part of our stockholders and without regard to the date that stock certificates representing the outstanding shares of the Common Stock prior to the Effective Date are physically surrendered for new stock certificates.

As soon as practicable after the Effective Date, transmittal formsus will be mailed to each holder of record of certificates for the Common Stock to be used in forwarding such certificates for surrender and exchange for certificates representing the number of shares of the Common Stock such stockholder is entitled to receive as a result of the Reverse Stock Split. Our transfer agent will act as exchange agent for purposes of implementing the exchange of the stock certificates. The transmittal forms will be accompanied by instructions specifying other details of the exchange. Upon receipt of the transmittal form, each stockholder should surrender the certificates representing the Common Stock prior to the Reverse Stock Splitvoted in accordance with the applicable instructions. Each holder who surrenders certificates will receive new certificates representing the whole number of sharesrecommendation of the Common Stock that heBoard or, she holds asin the absence of such a resultrecommendation, in accordance with the judgment of the Reverse Stock Split. New certificates will not be issued to a stockholder until the stockholder has surrendered his or her outstanding certificate(s) together with the properly completed and executed transmittal form to the exchange agent.

If your shares are held in an account at a brokerage firm or financial institution, which is commonly referred to as your shares being held in “street name,” then you are the beneficial owner of those shares and the brokerage firm or financial institution holding your account is considered to be the stockholder of record. We intend to treat stockholders holding Common Stock in street name in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding Common Stock in street name. However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. If you hold your shares with a bank, broker or other nominee and if you have any questions in this regard, we encourage you to contact your bank, broker or nominee.

Any stockholder whose certificate has been lost, destroyed or stolen will be entitled to a new certificate only after complying with the requirements that we and our transfer agent customarily apply in connection with replacing lost, stolen or destroyed certificates.

No service charges, brokerage commissions or transfer taxes shall be payable by any holder of any old certificate, except that if any new certificate is to be issued in a name other than that in which the old certificate(s) are registered, it will be a condition of such issuance that (i) the person requesting such issuance must pay to us any applicable transfer taxes or establish to our satisfaction that such taxes have been paid or are not payable, (ii) the transfer complies with all applicable federal and state securities laws, and (iii) the surrendered certificate is properly endorsed and otherwise in proper form for transfer.

proxy holder.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT THEIR STOCK CERTIFICATES UNTIL THEY RECEIVE A TRANSMITTAL FORM FROM OUR TRANSFER AGENT.Where You Can Find More Information

Accounting consequences

The par valueCompany is subject to the informational requirements of the Common Stock will remain unchangedExchange Act and files reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). The public may read and copy any materials that we file with the SEC at $0.001 per share after the Reverse Stock Split. As a result, our stated capital, which consistsSEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the par value per share ofPublic Reference Room by calling 1-800-SEC-0330. The statements and forms that the Common Stock multiplied byCompany files with the aggregate number of shares ofSEC have been filed electronically and are available for viewing or copy on the Common Stock issuedSEC maintained Internet site that contains reports, proxy, and outstanding, will be reduced proportionately at the effective time of the Reverse Stock Split. Correspondingly, our additional paid–in capital, which consists of the difference between our stated capital and the aggregate amount paid to us upon the issuance of all currently outstanding shares of Common Stock, will be increased by a number equal to the decrease in stated capital. Further, net loss per share, book value per share, net incomeinformation statements, and other per share amounts will be increased as a result ofinformation regarding issuers that file electronically with the Reverse Stock Split because there will be fewer shares of Common Stock outstanding.

No appraisal rights

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal rights with respect to our proposed Reverse Stock Split, and we will not independently provide our stockholders with any such rights.

No Going Private transaction

Notwithstanding the decrease in the number of outstanding shares following the implementation of the Reverse Stock Split, the Board of Directors does not intendSEC. The Internet address for this transaction tosite can be the first step in a “going private transaction” within the meaning of Rule 13e–3 of the Securities Exchange Act of 1934, and the implementation of the proposed Reverse Stock Split will not cause the Company to go private.

Book–entry shares

If the Reverse Stock Split is affected, stockholders who hold uncertificated shares (i.e. shares held in book entry form and not represented by a physical certificate), whether as direct or beneficial owners, will have their holdings electronically adjusted by our transfer agent (and for beneficial owners by their brokers or banks that hold the shares in street name for their benefits, as the case may be) to give effect to the Reverse Stock Split.

Certain material U.S. Federal Income Tax consequences of the Reverse Stock Split

The following is a summary of certain material U.S. federal income tax consequences of the Reverse Stock Split to holders of the Common Stock. It addresses only U.S. stockholders who hold the pre–Reverse Stock Split Common Stock and post–Reverse Stock Split Common Stock as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). This discussion does not purport to be a complete discussion of all possible federal income tax consequences of the Reverse Stock Split and does not account for or consider the federal income tax consequences to stockholders in light of their individual investment circumstances or to stockholders, subject to special treatment under the federal income tax laws, including but not limited to:

In addition, this discussion does not address any tax considerations under state, local, gift, or foreign tax laws.

This summary is based upon the Internal Revenue Code, existing and proposed U.S. Treasury regulations promulgated thereunder, legislative history, judicial decisions, and current administrative rulings and practices, all as in effect on the date hereof and all of which are subject to differing interpretations. Any of these authorities could be repealed, overruled, or modified at any time. Any such change could be retroactive and, accordingly, could cause the tax consequences of the Reverse Stock Split to vary substantially from the consequences described herein. Further, no ruling from the Internal Revenue Service (the “IRS”) or opinion of legal or tax counsel will be obtained with respect to the matters discussed herein, and there is no assurance or guarantee that the IRS would agree with the conclusions set forth in this summary. This information is not intended as tax advice to any person and may not be relied upon to avoid penalties.

STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE REVERSE STOCK SPLIT, INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL, GIFT, OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS, AND ANY PENDING OR PROPOSED LEGISLATION OR AUTHORITY.

The Reverse Stock Split is intended to constitute a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code. Certain filings with the IRS must be made by the Company and certain “significant holders” of the Common Stock in order for the Reverse Stock Split to qualify as a recapitalization. The tax consequences discussed below assume that the Reverse Stock Split is treated as a recapitalization and that the Common Stock is held by each stockholder as a capital asset:

The foregoing discussion is intended only as a summary of certain U.S. federal income tax consequences of the Reverse Stock Split and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences of the Reverse Stock Split.

Votes required

The proposal to authorize the Company’s Board of Directors to implement the Reverse Stock Split at a ratio with a range of 1–for–2 to 1–for–7 at any time after the Annual Meeting but before the 2018 Annual Meeting of stockholders requires the affirmative vote of a majority of the outstanding shares entitled to vote at a duly called meeting.

Recommendationfound at: www.sec.gov.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL OF THE REDUCTION OF THE RATION FOR THE STOCK SPLIT, AND TO EXTEND THE IMPLEMENTATION OF THE PREVIOUSLY APPROVED STOCK SPLIT. PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

PROPOSAL 5

NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED

EXECUTIVE OFFICERS (“SAY ON PAY”)

Background of the Proposal

The Dodd-Frank Act requires all smaller reporting companies, beginning with their stockholder meetings on or after January 21, 2013, to hold a separate non-binding advisory stockholder vote to approve the compensation of executive officers as described in the Executive Compensation, the executive compensation tables and any related information in each such company’s proxy statement (commonly known as a “Say on Pay” proposal). Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are holding a separate non-binding advisory vote on Say on Pay at the Annual Meeting.

Say on Pay Proposal

As discussed in the Executive Compensation section of this proxy statement, our executive compensation program is primarily structured to (i) attract, motivate, and retain talented executives with the skill sets and expertise we need to meet our business objectives; (ii) be competitive in the marketplace; (iii) tie annual and long-term cash and equity incentives to the achievement of specified performance objectives that will result in increased stockholder value; and (iv) be cost-effective. The three primary elements of compensation used to support the above goals are base salary, discretionary annual bonus and equity awards. Although we have not adopted any formal guidelines for allocating total compensation between equity compensation and cash compensation, we tie a substantial portion of our executives’ overall compensation to the achievement of corporate goals and success of the Company. The Board believes that our compensation program for our executive officers is appropriately based upon our performance and the individual performance and level of responsibility of the executive officers. We urge you to read the Executive Compensation section of this proxy statement for details on the Company’s executive compensation programs.

The Say on Pay proposal is set forth in the following resolution:

“RESOLVED, that the compensation paid to MGT Capital Investments, Inc.’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K is hereby approved and ratified.”

Because your vote on this proposal is advisory, it will not be binding on the Board, the Compensation Committee or the Company. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Recommendation

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE SAY ON PAY PROPOSAL, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

PROPOSAL NO. 6

NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE

ON SAY ON PAY IN FUTURE YEARS (“SAY ON FREQUENCY”)

Background of the Proposal

The Dodd-Frank Act also requires all smaller reporting companies, beginning with their stockholder meetings on or after January 21, 2013, to hold a separate non-binding advisory stockholder vote with respect to the frequency of the vote on the Say on Pay proposal no less than every six years. Companies must give stockholders the choice of whether to cast an advisory vote on the Say on Pay proposal every year, every two years, or every three years (commonly known as “Say On Frequency”). Stockholders may also abstain from making a choice. Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are holding a separate non-binding advisory vote on the frequency of Say on Pay in future years at this Annual Meeting.

Say on Frequency Proposal

This is the first year that the Company seeks an advisory vote on how often the stockholders should vote on executive compensation. The Board believes that an advisory vote on the compensation of the Company’s named executive officers should be conducted every three years so that stockholders may timely express their views on the Company’s executive compensation program. The Board believes that holding this advisory vote every three years will provide the Company with timely and appropriate feedback on compensation decisions for its named executive officers. While this vote is not binding on the Company, our Board or our Compensation Committee believe that it is important for our stockholders to have an opportunity to vote on this proposal as a means to express their views on our executive compensation philosophy, our compensation policies and programs, and our decisions regarding executive compensation, all as disclosed in our proxy statement.

Although the Board recommends that the Say on Pay proposal be voted on every three years, our stockholders will be able to specify one of four choicesStockholder Proposals for the frequency of the vote on the Say on Pay proposal as follows: (i) one year, (ii) two years, (iii) three years, or (iv) abstain. This is an advisory vote and will not be binding on the Board, the Compensation Committee, or the Company, and the Board may determine that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than may be indicated by this advisory vote of our stockholders. Nevertheless, the Compensation Committee will take into account the outcome this advisory vote when considering how frequently to seek an advisory vote on Say on Pay in future years.

Recommendation

THE BOARD RECOMMENDS A VOTE FOR THE SELECTION OF “THREE YEARS” AS THE FREQUENCY WITH WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON SAY ON PAY.

STOCKHOLDER PROPOSALS FOR THE 2017 MEETING2019 Annual Meeting

Our bylaws provide that, for matters to be properly brought before an annual meeting, business must be either (i) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the annual meeting by a stockholder.

Stockholder proposals intended for inclusion in our proxy statement relating to the next annual meeting in 20182019 must be received by us no later than September 20, 2018. If the date of next year’s annual meeting is moved by more than 30 days before or after the anniversary date of this year’s annual meeting, then the deadline for inclusion of a stockholder proposal in our proxy materials is insteadwithin a reasonable time before we beginprior to printthe commencement of printing and send oursending proxy materials for thatthe 2019 annual meeting. We have not yet set date for our next annual meeting, Any such proposal must comply with Rule 14a–8 of Regulation 14A of the proxy rules of the SEC.

Notice to us of a stockholder proposal, including director nominations, submitted otherwise than pursuant to Rule 14a–8 also will be considered untimely if received at our principal executive offices other than during the time period set forth below and will not be placed on the agenda for the meeting. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to our secretary. To be timely, a stockholder’s notice must be delivered to the secretary at our principal executive offices not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting and the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by us.

OTHER MATTERSSpecial Meeting and Voting Information

Outstanding Voting Securities and Voting Rights

The subject class of securities to which this proxy statement relates is our Common Stock, $0.001 par value per share. Each share of Common Stock is entitles the holder thereof to one vote.

Record Date

Only stockholders of record at the close of business on the Record Date, January 24, 2019, are entitled to receive notice of and to vote at the Special Meeting or any adjournments or postponements thereof. As of the close of business on the Record Date, the Company had [118,112,807] shares of Common Stock outstanding and entitled to vote at the Special Meeting.

Information Concerning Proxies; Revocation of Proxies

Sending in a signed proxy will not affect your right to attend the Special Meeting and vote in person. All proxies which are properly completed, signed and returned to us prior to the Special Meeting, and which have not been revoked, unless otherwise directed by you, will be voted in accordance with the recommendations of the Board knows of no matter to be brought before the annual meeting other than the matters identifiedDirectors set forth in this proxy statement. However, ifYou may revoke your proxy at any other matter properly comestime before it is voted either by (i) filing with the annual meeting or any adjournmentSecretary of the meeting, it isCompany, at its principal executive offices, 512 S. Mangum Street, Suite 408, Durham, NC 27701, a written notice of revocation or a duly executed proxy bearing a later date, or (ii) by attending the intentionSpecial Meeting and voting your shares in person.

If you hold your shares in “street name” through a brokerage firm, bank or other nominee, you must follow the instructions of your nominee in order to revoke your proxy.

Solicitation of Proxies

The expenses of this solicitation will be paid by the Company. To the extent necessary to ensure sufficient representation at the Special Meeting, proxies may be solicited by any appropriate means by officers, directors and regular employees of the Company, who will receive no additional compensation therefor. The Company has retained Okapi Partners LLC to solicit proxies for the Special Meeting and will pay Okapi Partners an initial fee of $10,000 and additional fees to be determined at the conclusion of the solicitation plus reimbursement of out-of-pocket expenses. The Company will pay persons namedholding Common Stock in their names or in the names of their nominees, but not owning such stock beneficially (such as brokerage firms, banks and other nominees), for the reasonable expense of forwarding soliciting material to their principals.

Quorum and Certain Voting Matters

A majority of the outstanding shares of Common Stock must be represented in person or by proxy solicited byat the BoardSpecial Meeting in order to constitute a quorum for the transaction of business. There is no cumulative voting. Abstentions will be treated as Common Stock present and entitled to vote for purposes of determining the presence of a quorum.

The affirmative vote of holders of a majority of all shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting will be required to approve Proposal No. 1, to increase the number of authorized shares of Common Stock. The affirmative vote of the holders of a majority of the shares present, in person or by proxy, and voting at the Special Meeting on the proposal is required to approve Proposal No. 2, to authorize the chairman to adjourn the Special Meeting to solicit additional votes on the other Proposals.

The executive officers and directors of the Company and certain of their affiliates, who together own or vote approximately [3.81]% of the voting power of the shares outstanding and entitled to vote, have indicated they will vote in favor of the Proposal.

Under Delaware law, a proxy marked “ABSTAIN” is not considered a vote cast. Accordingly, an abstention will have the effect of a vote against Proposal No. 1, but will have no effect on the vote to approve Proposal No. 2.

Each of Proposal No. 1 and Proposal No. 2 is considered “routine” under the rules of the New York Stock Exchange, so that brokerage firms, banks and other nominees that do not receive voting instructions from their clients may vote the shares of Common Stock held for the account of their clients in their discretion on these proposals.

Voting of Proxies

Shares represented by properly executed proxies will be voted at the Special Meeting in accordance with the instructions specified thereon. If no instructions are specified, the shares represented by any properly executed proxy will be voted “FOR” each of Proposal No. 1 and Proposal No. 2.

Adjournment or Postponement

If Proposal No. 2 is approved, the chairman of the Special Meeting will be authorized to adjourn the meeting to a later date or dates to allow the Company’s management additional time to solicit votes to approve Proposal No. 1.

The Special Meeting may otherwise be adjourned or postponed to the extent permitted by law. Any adjournment may be made without notice, other than by an announcement made at the Special Meeting. The favorable vote of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote on the adjournment proposal, may adjourn the Special Meeting.

Any adjournment or postponement of the Special Meeting will allow our stockholders who have already sent in their proxies to revoke them in accordance withat any time prior to their best judgment.use at the Special Meeting as adjourned or postponed.

STOCKHOLDERS ARE URGED TO IMMEDIATELY MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOUR VOTE IS IMPORTANT.

Appendix A

ANNEX A

Certificate of Amendment

of

Restated Certificate of Incorporation

of MGT Capital Investments, Inc.

MGT Capital Investments, Inc., organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of MGT Capital Investments, Inc. adopted a proposed amendment of the Restated Certificate of Incorporation of said corporation to effect a reverse stock split andan increase of authorized capital stock, as more completely set forth below, declaring said amendment to be advisable.

The proposed amendment reads as follows:

The first paragraph of Article FourthIV of the Restated Certificate of Incorporation is hereby amended and restated as following:

“The Board of Directors of the Corporation has the authority to establish more than one class or series of shares and to set the relative rights and preferences of any such different class or series. The total authorized number of shares of the Corporation is 210,000,0002,510,000,000 shares, divided into 200,000,0002,500,000,000 shares of common stock, par value $0.001 per share (“Common Stock”) and 10,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”), as more fully described below:”

The number of shares, voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions, if any, of any class or series of Preferred Stock which may be designated by the Board of Directors may differ from those of any and all other class or series at any time outstanding.

SECOND:SECOND: That, pursuant to a resolution of its Board of Directors, an annuala special meeting of the stockholders of MGT Capital Investments, Inc. was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of granting the Board of Directors the authority to amend the Restated Certificate of Incorporation to provide for a stock split andincrease the Boardauthorized shares of Directors subsequently approved a ratio of ____.the Company’s Common Stock, as aforesaid.

THIRD:THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the said corporation has caused this certificate to be signed on this __ day of ________________, 2017.2019.

Form of Proxy

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

And to transact any other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors recommends you vote FOR Proposals 1 and 2.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

MGT CAPITAL INVESTMENTS, INC.

Special Meeting of Stockholders

February 27, 2019 10:00 AM

This proxy is solicited by the Board of Directors

The stockholder(s) hereby appoints Robert Lowrey and H. Robert Holmes, and each of them acting separately, as proxy with the power to appoint (his/her) substitute, and hereby authorizes them, and each of them acting singly, to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of MGT CAPITAL INVESTMENTS, INC. that the stockholder(s) is/are entitled to vote at the Special Meeting of stockholder(s) to be held at 10:00 AM, EST on February 27, 2019, at the offices of MGT Capital Investments, Inc., 512 S. Mangum Street, Suite 408, Durham, NC 27701, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

Address change/comments: