Mawson Infrastructure Group Files 8-K

Ticker: MIGI · Form: 8-K · Filed: Nov 21, 2025 · CIK: 1218683

Sentiment: neutral

Topics: corporate-governance, filing

TL;DR

Mawson filed an 8-K on 11/21/25 for events on 11/19/25 - changes to rights and bylaws.

AI Summary

Mawson Infrastructure Group Inc. filed an 8-K on November 21, 2025, reporting events as of November 19, 2025. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also lists other events and financial statements/exhibits.

Why It Matters

This 8-K filing signals potential changes in Mawson Infrastructure Group's corporate structure or security holder rights, which could impact investors.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to bylaws can indicate significant corporate changes that may affect stock value.

Key Players & Entities

FAQ

What specific material modifications were made to the rights of security holders?

The filing indicates 'Material Modifications to Rights of Security Holders' as an item information, but the specific details of these modifications are not provided in the provided text excerpt.

What amendments were made to Mawson Infrastructure Group's articles of incorporation or bylaws?

The filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item information, but the specific amendments are not detailed in the excerpt.

What is the significance of the 'Other Events' listed in the filing?

The filing notes 'Other Events' as an item information, but the nature of these events is not specified in the provided text.

When was Mawson Infrastructure Group Inc. incorporated?

Mawson Infrastructure Group Inc. was incorporated in Delaware, as indicated by the filing.

What is the SEC file number for this 8-K filing?

The SEC file number for this 8-K filing is 001-40849.

Filing Stats: 1,246 words · 5 min read · ~4 pages · Grade level 11.6 · Accepted 2025-11-21 08:00:31

Key Financial Figures

Filing Documents

03. Material Modification to Rights

Item 3.03. Material Modification to Rights of Security Holders. The information contained below under Item 5.03 with respect to the Charter Amendment (as defined below), to the extent required by Item 3.03 of Form 8-K, is hereby incorporated by reference herein.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 19, 2025, Mawson Infrastructure Group Inc. (the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the "Charter Amendment") to the Company's Certificate of Incorporation (as amended through immediately prior to the Effective Time (as defined below), the "Certificate of Incorporation") to effect a 1-for-20 reverse stock split (the "Reverse Stock Split") of the outstanding shares of the Company's common stock, par value $0.0001 per share ("Common Stock"). Pursuant to the Charter Amendment, the Reverse Stock Split became effective as of 5:00 p.m. Eastern time on November 20, 2025 (the "Effective Time"). As previously reported, on October 15, 2025, the Company held its annual meeting of stockholders (the "Annual Meeting"), at which the Company's stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Company's Board of Directors (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. The Board has approved the implementation of the Reverse Stock Split at a ratio of 1-for-20. The Reverse Stock Split is primarily intended to increase the per share market price of the Common Stock in order to meet the $1.00 per share minimum bid price required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Common Stock is expected to begin trading on a Reverse Stock Split adjusted basis on The Nasdaq Capital Market at market open on November 21, 2025 under the existing symbol "MIGI" and the new CUSIP number 57778N406. As a result of the Reverse Stock Split, every 20 shares of the Common Stock will be automatically combined into one new sh

01. Other Events

Item 8.01. Other Events. The information provided in

03 is hereby incorporated by reference

Item 5.03 is hereby incorporated by reference. The Company has registration 333-277691, 333-280370 and 333-285147) on file with the Securities and Exchange Commission (the "SEC"). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3, Form S-1 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of Certificate of Incorporation of Mawson Infrastructure Group Inc., dated November 19, 2025 and effective November 20, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 SIGNATURE 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: November 21, 2025 By: /s/ Kaliste Saloom Kaliste Saloom Interim Chief Executive Officer, General Counsel and Corporate Secretary 3

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