Mawson Infrastructure Group Inc. Files 8-K

TL;DR

Mawson Infrastructure Group filed an 8-K detailing material agreements, financial results, and shareholder votes.

AI Summary

Mawson Infrastructure Group Inc. filed an 8-K on October 17, 2025, reporting on events as of October 13, 2025. The filing indicates the entry into and termination of material definitive agreements, results of operations, and financial condition, along with other events and submission of matters to a vote of security holders. The company was formerly known as Wize Pharma, Inc., OphthaliX, Inc., and DENALI CONCRETE MANAGEMENT INC.

Why It Matters

This 8-K filing provides crucial updates on Mawson Infrastructure Group's material agreements and financial performance, impacting investor understanding of the company's current operational status and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial condition updates, which can carry inherent risks and require careful investor scrutiny.

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
• October 13, 2025 (date) — Earliest event reported
• October 17, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value MIGI The Nasdaq Stock Mar
• $9.6 m — aving an aggregate sales price of up to $9.6 million, from time to time, through an "a
• $50,000 — egal counsel in an amount not to exceed $50,000. Additionally, pursuant to the terms of
• $2,500 — es Agreement in an amount not to exceed $2,500 in the aggregate per due diligence upda
• $9.6 million — s having an aggregate offering price of $9.6 million and (2) the termination of the Sales Ag
• $12 m — aving an aggregate sales price of up to $12 million, from time to time, through an "a
• $35.0 million — d Securities ("MVLS") was less than the $35.0 million minimum required for continued listing
• $1.00 — ported a closing bid price of less than $1.00 per share for the previous 30 consecuti

Filing Documents

• ea0261436-8k_mawson.htm (8-K) — 60KB
• ea026143601ex1-1_mawson.htm (EX-1.1) — 205KB
• ea026143601ex5-1_mawson.htm (EX-5.1) — 11KB
• ea026143601ex99-1_mawson.htm (EX-99.1) — 25KB
• ex5-1_001.jpg (GRAPHIC) — 11KB
• 0001213900-25-099694.txt ( ) — 547KB
• migi-20251013.xsd (EX-101.SCH) — 3KB
• migi-20251013_lab.xml (EX-101.LAB) — 33KB
• migi-20251013_pre.xml (EX-101.PRE) — 22KB
• ea0261436-8k_mawson_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 16, 2025, Mawson Infrastructure Group Inc. ("we," "us," the "Company" or "Mawson") entered into an At the Market Offering Agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC ("Wainwright") to sell shares (the "Shares") of our common stock, par value $0.001 per share ("common stock"), having an aggregate sales price of up to $9.6 million, from time to time, through an "at the market offering" program under which Wainwright will act as sales agent. The sales, if any, of Shares made under the Sales Agreement will be made by any method that is deemed an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We will pay Wainwright a commission in an amount equal to 3.0% of the gross proceeds from the sale of the Shares and have agreed to provide Wainwright with customary indemnification and contribution rights. In addition, we have agreed to reimburse Wainwright for fees and disbursements related to its legal counsel in an amount not to exceed $50,000. Additionally, pursuant to the terms of the Sales Agreement, we agreed to reimburse Wainwright for the documented fees and costs of its legal counsel reasonably incurred in connection with Wainwright's ongoing due diligence from time to time arising from the transactions contemplated by the Sales Agreement in an amount not to exceed $2,500 in the aggregate per due diligence update. 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, pursuant to the Sales Agreement, of Shares having an aggregate offering price of $9.6 million and (2) the termination of the Sales Agreement by either

02. Termination of a Material Definitive

Item 1.02. Termination of a Material Definitive Agreement. On October 13, 2025, the Company voluntarily terminated its Sales Agreement (the "Prior 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"). Under the terms of the Prior Sales Agreement, dated December 13, 2024, the Company had the right to sell shares of its common stock 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 would act as sales agent. No sale of shares of common stock were made under the Prior Sales Agreement. Pursuant to its terms, the Company had the right to terminate the Prior Sales Agreement. In connection with the Prior Sales Agreement termination, no early termination penalties were incurred by the Company.

02. Results of Operations and Financial

Item 2.02. Results of Operations and Financial Condition. On October 17, 2025, the Company issued a press release announcing preliminary financial results for the third fiscal quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information presented in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

07. Submission

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its annual meeting of stockholders on October 15, 2025 (the "Annual Meeting"). As described in the definitive proxy statement furnished to stockholders in connection with the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on September 4, 2025, the following matters were voted on by the Company's stockholders at the Annual Meeting: (1) the approval and ratification of the appointment of Wolf & Company, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; (2) the election of three (3) nominees as directors of the Company to serve until the 2026 annual meeting of stockholders: Ryan Costello; Steven Soles; and Kathryn Yingling Schellenger; (3) the advisory and non-binding vote to approve the compensation paid to the Company's named executive officers; (4) approval of an amendment to the Company's Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's common stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Board of Directors of the Company (the "Board") in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment; and (5) authorization of the adjournment, if necessary or appropriate, of the Annual Meeting, including to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the foregoing proposals. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below. As of August 21, 2025, the record date for the Annual Meeting, there were 20,846,102 shares of common stock outstanding. 2 1. The appointment of Wolf & Company, P.C. as the Company's independent registered public accounting firm for the fiscal year endi

01. Other Events

Item 8.01. Other Events. On September 12, 2025, the Company was notified that the Nasdaq Hearings Panel (the "Panel") had determined to grant the Company's request for continued listing on Nasdaq, subject to the Company timely satisfying certain conditions. As previously disclosed in the Company's filings under the Exchange Act, on January 24, 2025, the Company was notified by the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") that for the 33 consecutive business days preceding the date of the notice, the Company's Market Value of Listed Securities ("MVLS") was less than the $35.0 million minimum required for continued listing under Nasdaq Listing Rule 5550(b)(2) (the "MVLS Rule") and the Company was granted a 180-calendar day period to regain compliance. On February 6, 2025, the Company was notified that it had reported a closing bid price of less than $1.00 per share for the previous 30 consecutive business days in contravention of Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule") and the Company was granted a 180-calendar day period to regain compliance. As the Company was unable to regain compliance with the MVLS Rule or the Bid Price Rule within the grace periods provided by Nasdaq, the Company was notified that its securities were subject to delisting unless the Company timely requested a hearing before the Panel. The Company timely requested a hearing, at which it presented its compliance plan and requested an extension to demonstrate compliance with the MVLS Rule and the Bid Price Rule. Following the hearing, on September 12, 2025, the Company received the Panel's decision, which granted the Company's request for continued listing on Nasdaq subject to the Company demonstrating compliance with (i) the MVLS Rule by no later than October 15, 2025, and (ii) the Bid Price Rule by no later than November 7, 2025 (together, the "Exception Period"). The Panel's decision also served to notify the Company that it mus

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 At The Market Offering Agreement, dated October 16, 2025, by and between Mawson Infrastructure Group Inc. and H.C. Wainwright & Co., LLC 5.1 Opinion of Stoel Rives LLP 23.1 Consent of Stoel Rives LLP (included in Exhibit 5.1) 99.1* Press Release dated October 17, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Furnished not filed. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Mawson Infrastructure Group Inc. Date: October 17, 2025 By: /s/ Kaliste Saloom Kaliste Saloom Interim Chief Executive Officer, General Counsel and Corporate Secretary 5

View Full Filing

View this 8-K filing on SEC EDGAR