Mawson Infrastructure Group Inc.

03/27/2023 | Press release | Distributed by Public on 03/27/2023 07:31

Current Report - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2023

Mawson Infrastructure Group Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40849 88-0445167
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)
201 Clark StreetSharonPAUSA 16146
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code +61 028624 6130

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.001 par value MIGI The NasdaqStock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

Mawson Infrastructure Group Inc. (the "Company") currently has to two "shelf" registration statements in effect, (i) File No. 333-264062 for a total of $500,000,000, of which $100,000,000 is covered by the Prospectus Supplement filed May 27, 2022, and $8,000,000 is covered by the Prospectus Supplement filed July 19, 2022, and (ii) File No. 333-258299 for a total of $200,000,000, of which $45,000,000 is covered by the Prospectus Supplement filed September 30, 2021.

Despite the amounts remaining available to the Company under these two shelf registration statements, based on the Company's public float as of the date of the filing of its Annual Report on Form 10-K (which was March 23, 2023), the Company is only permitted to utilize a "shelf" registration statement, including the registration statement under which the Company's ATM Facility is operated, subject to Instruction I.B.6 to Form S-3, which is referred to as the "baby shelf rules". For so long as the Company's public float is less than $75,000,000, it may not sell more than the equivalent of one-third of its public float during any twelve consecutive months pursuant to the baby shelf rules. As of March 17, 2023, the Company had the capacity to issue up to $10.12 million worth of shares under the baby shelf rules. If the Company's public float decreases, the amount of securities the Company may sell under its shelf registration statement will also decline.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company cautions that statements in this report that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as "expect," "intend," "plan," "anticipate," "believe," and "will," among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company's current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the possibility of the Company's need and ability to raise additional capital, the development and acceptance of digital asset networks and digital assets and their protocols and software, the reduction in incentives to mine digital assets over time, the costs associated with digital asset mining, the volatility in the value and prices of cryptocurrencies, and further or new regulation of digital assets. More detailed information about the risks and uncertainties affecting the Company is contained under the heading "Risk Factors" included in the Company's Annual Report on Form 10-K filed with the SEC on March 23, 2023, Quarterly Report on Form 10-Q filed with the SEC on August 22, 2022 and November 14 2022, and in other filings that the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Mawson Infrastructure Group Inc.
Date: March 27, 2023 By: /s/ James Manning
James Manning
Chief Executive Officer

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