MIGI Mawson Infrastructure Group Inc

 

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): August 21, 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 Street Sharon PA USA		16146
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code +1 - 412 – 515 - 0896

 

 

(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 Nasdaq Stock 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

 

On August 21, 2023, Mawson Infrastructure Group Inc. (the “Company”) issued an earnings press release for the quarter ending June 2023.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated August 21, 2023
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

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 May 15, 2023 and August 21, 2023, 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.

 

 

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: August 21, 2023	By:	/s/ Rahul Mewawalla
		Rahul Mewawalla
		President & Chief Executive Officer

 

 

-2-

 

Exhibit 99.1

 

Mawson Infrastructure Group Inc 201 Clark Street, Sharon, PA 16146, USA

 

Mawson Infrastructure Group Inc Reports Q2 2023 Financial Results

 

Selected Unaudited Financial Highlights for Q2 FY 2023

 

Total Revenue of $10.6 Million

 

Self-Mining revenue of $4.9 Million and Hosting revenue of $4.6 Million

 

Self-mined Bitcoin revenue increased 78% Q/Q and

Self-mined Bitcoin Increased 50% Q/Q to 182 BTC

 

Sharon, PA — August 21, 2023 — Mawson Infrastructure Group Inc. (NASDAQ: MIGI) (“Mawson”), a digital infrastructure company, today announced its unaudited financial results and highlights for the second quarter ending June 30, 2023.

 

Rahul Mewawalla, CEO and President of Mawson, said, “We were pleased to increase self-mined BTC revenue by 78% and number of self-mined BTC by 50% in Q2 2023 over the prior quarter as we continued a focus on driving execution and enhancing our operations across our sites. Mawson is strategically aligned to optimize its capabilities and resources across self-mining, hosting, and energy markets program participation in the PJM energy markets, with the goal of enhancing overall stakeholder value.”

 

Q2 2023 Financial and Business Highlights

 

●

Total Revenue increased 38% Q/Q to $10.6 million

 

●

Self-Mined BTC revenue increased 78% Q/Q to $4.9 million

 

●

Increased online power at Midland PA site by 76% sequentially to 88 MW from 50 MW

 

●

Total installed1 self-miners increased approximately to 16,350 across sites

 

●

Exited Q2 2023 with 96 MW of online power able to support approximately 27,636 miners

 

●

Announced new 8 MW (expandable to 24 MW) site in Bellefonte PA

 

●

Added to the Russell Microcap® Index

 

BTC Hosting and Co-location Services Update

 

On July 25, 2023, Mawson issued a press release inviting outside parties to provide Indications of Interest (IOI) for the Company’s hosting and digital infrastructure services that include BTC (Bitcoin) miner hosting, HPC (High Performance Computing) co-location, and other potential partnerships utilizing its digital infrastructure and hosting facilities. The Company indicated that the Co-Location contract with Celsius Mining LLC will expire in accordance with its terms on August 23, 2023. Discussions with Celsius Mining LLC are ongoing. Mawson has received active interest from a number of parties related to hosting and digital infrastructure services.

 

1	“Installed” may include miners that are deployed in Mawson’s datacenters but may not be online or hashing 100% of the time.

 

 

 

 

2023 Strategic Focus

 

	1.	Exploring expansion opportunities in the PJM energy markets, especially in Pennsylvania and Ohio.

	2.	Continue to secure a portfolio of sites in its preferred geographies and markets for long-term digital infrastructure capacity.

	3.	Continue participation in the Energy Markets Program which generates additional revenue.

	4.	Develop strategic partnerships and commercial relationships within industry ecosystem.

5.

Drive a diversified revenue mix of self-mining, hosting, and energy markets participation.

 

Second Quarter 2023 GAAP Financial Results

 

Revenue for the second quarter 2023, ended June 30, 2023, increased 38% sequentially to $10.6 million and decreased 47% over the same quarter last year. The sequential increase was the result of the continued ramp of Mawson’s self-mining capacity at its Pennsylvania sites. The prior year period decline resulted from the sale of the Company’s Georgia facility in October 2022.

 

Cost of revenue in the second quarter of 2023 increased 50% sequentially to $7.0 million, from $4.7 million and decreased 51% over the prior year period. Higher power costs associated with the ramp of self-mining capacity, and lower power and facility costs from the sale of the Georgia facility led the changes, respectively. Gross profit increased 18% sequentially to $3.5 million or 33% of revenue and decreased 35% from $5.4 million from the same quarter last year.

 

SG&A expense for the second quarter of 2023 increased sequentially to $6.3 million from $5.0 million due to higher facility and expenses and decreased from $9.4 million compared to the same quarter last year. In the second quarter 2023, Mawson incurred a net loss of $17.6 million compared to $11.4 million in the prior period and $2.4 million for the same quarter last year.

 

About Mawson Infrastructure

 

Mawson Infrastructure Group (NASDAQ: MIGI) is a digital infrastructure provider with multiple operations throughout the USA. Mawson’s vertically integrated model is based on a long-term strategy to promote the global transition to the new digital economy. Mawson matches digital infrastructure, sustainable energy, and next-generation data center solutions, enabling efficient Bitcoin production and on-demand deployment of digital infrastructure assets. With a strong focus on shareholder returns and strategic growth, Mawson Infrastructure Group is emerging as a global leader in ESG focused digital infrastructure and Bitcoin mining.

 

For more information, visit: www.mawsoninc.com

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Mawson cautions that statements in this press release 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 Mawson’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 that Mawson’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 Mawson is contained under the heading “Risk Factors” included in Mawson’s Annual Report on Form 10-K filed with the SEC on March 23, 2023, and Mawson’s Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2023, August 21, 2023; and in other filings Mawson 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. Mawson 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.

 

Investor Contact:

 

Sandy Harrison

Chief Financial Officer
IR@mawsoninc.com

 

 

 

 

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Document Period End Date	Aug. 21, 2023
Entity File Number	001-40849
Entity Registrant Name	Mawson Infrastructure Group Inc.
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Entity Tax Identification Number	88-0445167
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Entity Address, Address Line One	201 Clark Street
Entity Address, City or Town	Sharon
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---