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 22, 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 22, 2023, Mawson Infrastructure Group Inc. (the “Company”) issued a press release announcing its unaudited business and operational update for July 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 22, 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 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 of 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 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, and Mawson’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2023, 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. 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.

 

 

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 23, 2023	By:	/s/ Rahul Mewawalla
		Rahul Mewawalla
		President & Chief Executive Officer

 

 

-2-

 

Exhibit 99.1

 

 

 

 

Mawson Infrastructure Group Inc. Announces Monthly Operational Update for July 2023

 

Total Revenue Equivalent in BTC Increased 23% M/M

 

Total Operational Capacity as of July 31, 2023 was approximately 96 Megawatts

 

Capacity to support approximately 27,636 miners

 

Sharon, PA — August 22, 2023 — Mawson Infrastructure Group Inc. (NASDAQ:MIGI) (“Mawson” or the “Company”), a digital infrastructure company, announced today its unaudited business and operational update for July 2023.

 

Rahul Mewawalla, CEO and President, commented, “During July, we continued to optimize our self-mining capabilities and throughput by enhancing our operational structure along with increased emphasis on our hardware management and miner management software analysis and enhancements. Our uptime and miner performance has been robust despite the increased summer temperatures. Interest from potential hosting customers has also been positive given our sites being strategically located in the desirable PJM power market. Operational focus, information systems, competitive power, strategically located sites, and Mawson’s capabilities to adapt to market dynamics are amongst the Company’s growing competitive advantages.”

 

2023 Strategic Focus

 

Mawson looks to continue to drive growth in 2023 through:

 

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.

 

6.

Continue drive towards our “Operational Excellence” management approach.

 

June Bitcoin Self-Mining, Energy Market Program & Hosting Co-location Results Update¹:

 

		May				June				July				July Variance
Total Revenue Equivalent in BTC3			127				132				163				+23	%
Total Self-Mining BTC			67				71				69				-2.8	%
Total Installed2 Self- Miners			13,750				16,350				16,350				-
Total Available Owned Miners			20,000				20,000				20,000				-
Total Power Online			88 MW				96 MW				96 MW				-

 

●

Total Revenue equivalent in BTC:1633

●

Total Self-Mining Bitcoin Production: 69

●

Approximately $4.89 M in Monthly Revenue for July 2023

●

Self-Mining Monthly Revenue: $2.07 M

●

Hosting Co-location Monthly Revenue: $1.78M

●

Energy Market Program Monthly Revenue: approximately $1.04M

●

Total Power Online: 96MW

●

Total revenue in BTC equivalent increased 23% M/M

 

1	All figures unaudited, and as of July 31, 2023.

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

3	Revenue equivalent BTC is the total revenue of the company for the period divided by the average BTC price. For the month of July, the figure used is $30,063.60.

 

 

About Mawson Infrastructure

 

Mawson Infrastructure Group (NASDAQ: MIGI) is a digital infrastructure company 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 Mobile Data Center (MDC) solutions, enabling efficient Bitcoin production and on-demand deployment of 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: https://mawsoninc.com/

 

Statements about hashrate capacity

 

Statements in the press release about hashrate capacity (including ‘installed capacity’ or ‘nameplate capacity’), will often differ from the actual or observed hashrate. These terms generally make certain assumptions about the efficiency of the ASIC miners that are in use. Some ASIC miner models will consume less power to create the same amount of hashing power than other ASIC miner models (typically more recent models are more efficient). Many ASIC miner fleets are blended fleets, including various ASIC miner models each with different efficiency ratings. Hashrate capacity figures typically assume 100% deployment of ASIC miners. Given the large numbers of computing units (often numbering in the tens of thousands), ASIC mining fleets are rarely 100% deployed and online at any one time. This can be due to a variety of factors, including ASIC miners being under maintenance, in repair workshops, in storage, in transit, or due to technical faults and breakdowns. Once deployed and online, the actual or observed hashrate can be influenced by other factors such as heat, overclocking (causing the ASIC miner to perform at levels higher than the manufacturer’s specifications), the age, and wear and tear exhibited by the ASIC miners and also by the limitations of the surrounding infrastructure, such as power outages, and MDC and transformer breakdowns. Construction and development delays are a common risk for mining data centers, for example due to weather, permitting delays, or labor and equipment shortages. Investors should consider all risk factors related to uptime when considering these figures, which are a best-case scenario.

 

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 Report 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

 

 

 

 

v3.23.2

Cover	Aug. 22, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 22, 2023
Entity File Number	001-40849
Entity Registrant Name	Mawson Infrastructure Group Inc.
Entity Central Index Key	0001218683
Entity Tax Identification Number	88-0445167
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 Clark Street
Entity Address, City or Town	Sharon
Entity Address, State or Province	PA
Entity Address, Country	US
Entity Address, Postal Zip Code	16146
City Area Code	+1 - 412
Local Phone Number	515 - 0896
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	MIGI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---