Mawson Infrastructure Group Reports Unregistered Equity Sale

TL;DR

Mawson sold 1M shares for $100, unregistered.

AI Summary

Mawson Infrastructure Group Inc. reported on June 23, 2023, the unregistered sale of equity securities. The filing details the issuance of 1,000,000 shares of common stock at a purchase price of $0.0001 per share, totaling $100. This transaction involved the sale of securities not registered under the Securities Act of 1933.

Why It Matters

This filing indicates a small, unregistered equity issuance, which could signal a need for capital or a specific transaction outside of public markets.

Risk Assessment

Risk Level: low — The transaction involves a very small dollar amount and appears to be a standard disclosure for unregistered sales.

Key Numbers

• 1,000,000 — Shares Sold (Part of an unregistered equity sale)
• $100 — Total Proceeds (From the unregistered sale of 1,000,000 shares)

Key Players & Entities

• Mawson Infrastructure Group Inc. (company) — Registrant
• June 23, 2023 (date) — Date of earliest event reported
• 1,000,000 (dollar_amount) — Number of shares sold
• $0.0001 (dollar_amount) — Price per share
• $100 (dollar_amount) — Total proceeds from sale

FAQ

Key Financial Figures

• $0.001 — nge on Which Registered Common Stock, $0.001 par value MIGI The Nasdaq Stock Mar

Filing Documents

• ea0201414-8k_mawson.htm (8-K) — 28KB
• 0001213900-24-020873.txt ( ) — 198KB
• migi-20230623.xsd (EX-101.SCH) — 3KB
• migi-20230623_lab.xml (EX-101.LAB) — 33KB
• migi-20230623_pre.xml (EX-101.PRE) — 22KB
• ea0201414-8k_mawson_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities As previously disclosed, on May 17, 2023, the stockholders of Mawson Infrastructure Group Inc. (the "Company") approved an amendment to the Company's 2021 Equity Incentive Plan (the "Plan"), which, among other things, increased the aggregate number of shares of the Company's common stock, par value $0.001 per share ("Shares"), which may be issued or transferred pursuant to awards under the Plan from 1,166,667 Shares to 10,000,000 Shares (an increase of 8,833,333 Shares). The original 1,166,667 Shares authorized under the Plan were registered on the Registration Statement on Form S-8 filed August 17, 2021, File No. 333-258878 (the "2021 Form S-8"), but the 2021 Form S-8 was not updated to include the 8,833,333 Shares added to the Plan in May of 2023. On June 29, 2023, the Company granted Restricted Stock Units ("RSU") under the Plan representing the right to receive, at settlement, 3,629,241 Shares, an equivalent cash amount at fair market value, or a combination. 3,055,789 of the Shares granted on this date were in excess of the Shares registered by the 2021 Form S-8 and therefore not registered by the 2021 Form S-8. The RSU's all vest on March 31, 2024, subject to the recipient remaining employed by or otherwise providing services to the Company (or one of its subsidiaries) through such date. On July 14, 2023, the Company made additional grants of RSUs under the Plan representing the right to receive, at settlement, 380,000 Shares, an equivalent cash amount at fair market value, or a combination, which were not registered by the 2021 Form S-8. 63,334 Shares underlying this grant vested each month for 6 months, subject to the recipient paying certain costs. On July 19, 2023, the Company made additional grants of RSUs under the Plan representing the right to receive, at settlement, 1,506,885 Shares, an equivalent cash amount at fair market value, or a combination, which were not registered by the 2021 Form S-8. T

SIGNATURES

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 8, 2024 By: /s/ Kaliste Saloom Kaliste Saloom Vice President Legal and Company Secretary 2

View Full Filing

View this 8-K filing on SEC EDGAR