Mawson Infrastructure Group Inc. Files 8-K

TL;DR

Mawson Infrastructure Group filed an 8-K on Dec 13, 2024, detailing material agreements and financials.

AI Summary

Mawson Infrastructure Group Inc. filed an 8-K on December 13, 2024, reporting an entry into a material definitive agreement and financial statements. The filing details the company's corporate structure and historical name changes, including its former names Wize Pharma, Inc., OphthaliX, Inc., and DENALI CONCRETE MANAGEMENT INC.

Why It Matters

This 8-K filing provides an update on Mawson Infrastructure Group's material agreements and financial status, which is crucial for investors to assess the company's current operational and financial health.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant new risks or negative information.

Key Players & Entities

• Mawson Infrastructure Group Inc. (company) — Registrant
• Wize Pharma, Inc. (company) — Former Company Name
• OphthaliX, Inc. (company) — Former Company Name
• DENALI CONCRETE MANAGEMENT INC (company) — Former Company Name
• December 13, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — nge on Which Registered Common Stock, $0.001 par value MIGI The Nasdaq Stock Mar
• $12 m — aving an aggregate sales price of up to $12 million, from time to time, through an "a
• $75,000 — gal counsel) in an amount not to exceed $75,000, in connection with entering into the S
• $5,000 — rterly basis in an amount not to exceed $5,000. The Sales Agreement contains customary
• $12 million — s having an aggregate offering price of $12 million and (2) the termination of the Sales Ag

Filing Documents

• ea0224686-8k_mawson.htm (8-K) — 35KB
• ea022468601ex1-1_mawson.htm (EX-1.1) — 223KB
• ea022468601ex5-1_mawson.htm (EX-5.1) — 13KB
• image_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-108614.txt ( ) — 507KB
• migi-20241213.xsd (EX-101.SCH) — 3KB
• migi-20241213_lab.xml (EX-101.LAB) — 33KB
• migi-20241213_pre.xml (EX-101.PRE) — 22KB
• ea0224686-8k_mawson_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 13, 2024, Mawson Infrastructure Group Inc. ("we," "us," the "Company" or "Mawson") entered into a Sales Agreement (the "Sales Agreement") with Roth Capital Partners, LLC (the "Lead Agent") and A.G.P./Alliance Global Partners (collectively with the Lead Agent, the "Agents" and individually an "Agent"), to sell shares of our common stock, par value $0.001 per share (the "Shares"), having an aggregate sales price of up to $12 million, from time to time, through an "at the market offering" program under which the Agents will act as sales agent. The sales, if any, of the Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We will pay the Lead Agent a commission rate equal to 2.5% of the aggregate gross proceeds from each sale of Shares and have agreed to provide the Agents with customary indemnification and contribution rights. We have agreed to reimburse the Agents for their reasonable and documented out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of their legal counsel) in an amount not to exceed $75,000, in connection with entering into the Sales Agreement and for the Agents' reasonable and documented out-of-pocket expenses related to quarterly maintenance of the Sales Agreement (including but not limited to the reasonable and documented fees and expenses of its legal counsel) on a quarterly basis in an amount not to exceed $5,000. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto. We are not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the Sales Agreement will terminate on the earlier of (1) the sale, pursu

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. In reviewing the Sales Agreement included as Exhibit 1.1 to this Current Report on Form 8-K, please remember it is included to provide you with information regarding its terms and is not intended to provide any other factual or disclosure information about us or the other party to the Sales Agreement. The Sales Agreement contains representations and warranties by each of the parties thereto. These representations and warranties have been made solely for the benefit of the other party to the agreement and: should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; have been qualified by disclosures that were made to the other party in connection with the negotiation of the agreement, which disclosures are not necessarily reflected in the agreement; may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and were made only as of the date of the agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. -1- Exhibit No. Description 1.1 Sales Agreement dated December 13, 2024, by and among Mawson Infrastructure Group Inc., Roth Capital Partners, LLC and A.G.P./Alliance Global Partners 5.1 Opinion of Sheppard Mullin Richter & Hampton LLP 23.1 Consent of Sheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document CAUTIONARY NOTE REGARDING FORWARD-LOOKING The Company cautions that statements in this report that are not a description of historical fact are forward-lo

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: December 13, 2024 By: /s/ Rahul Mewawalla Rahul Mewawalla Chief Executive Officer -3-

View Full Filing

View this 8-K filing on SEC EDGAR