UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 20212022

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File No. 001-40849

Mawson Infrastructure Group, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: +61 2 8624 6130

Securities Registered pursuant to Section 12(b) of the Act: 

Securities Registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer”,filer,” “smaller reporting company”,company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $339.3$62.35 million computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As of March 15, 2022,17, 2023, there were 71,580,29514,131,110 shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with its Annual Stockholders’ Meeting to be held in 20222023 are incorporated by reference into Part III of this Annual Report on Form 10-K. Only those portions of the definitive proxy statement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021.2022. 

TABLE OF CONTENTS

INTRODUCTION

Throughout this Annual Report, unless otherwise designated, the terms “we”, “us”, “our”, the “Company”, “Mawson” and “our company” refer to Mawson Infrastructure Group, Inc., a Delaware corporation, and its consolidated subsidiaries (unless otherwise indicated).

All dollar amounts refer to U.S. dollars unless otherwise indicated.

On August 11, 2021,February 9, 2023, we effected a reverse stock split of our Common Stock at a ratio of one for tensix (1:10)6) (the “Reverse Stock Split”). Unless otherwise indicated, all share and per share amounts included in this Annual Report reflect the effects of the Reverse Stock Split.

Statements made in this Annual Report concerning the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms.  If we filed any of these documents as an exhibit to this Annual Report or to any registration statement or annual report that we previously filed, you may read the document itself for a complete description of its terms, and the summary included herein is qualified by reference to the full text of the document which is incorporated by reference into this Annual Report.

Unless otherwise indicated, information contained in this Annual Report concerning our industry and the markets in which we operate, including our competitive position and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Item 1A “Risk Factors” below.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements, about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial condition, results of operations, strategies or prospects. Forward-looking statements can be identified by the use of forward-looking words such as “believe”, “expect”, “intend”, “plan”, “may”, “should” or “anticipate” or their negatives or other variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements may be included in, but are not limited to, various filings made by us with the United States Securities and Exchange Commission (the “SEC”), press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the factors summarized below.

This Annual Report identifies important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements, particularly those set forth under Item 1A - “RISK FACTORS” below. The risk factors included in this Annual Report are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. Factors thatThe following important factors, among others, could cause our actualaffect future results and events, causing those results and events to differ materially from those expressed or implied in suchour forward-looking statements include, but are not limited to:statements:

All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this Annual Report and are expressly qualified in their entirety by the cautionary statements included in this Annual Report. We undertake no obligationsobligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. In evaluating forward-looking statements, you should consider these risks and uncertainties.

PART I

ITEM 1. BUSINESS.

Overview

General

On December 30, 2020, Mawson (formerly known as Wize Pharma, Inc.) entered into the Bid Agreement (as amended) with Mawson AU. Under the Bid Agreement Mawson acquired all of theInfrastructure Group Inc is a corporation incorporated in Delaware in 2012. Shares of Mawson AU. This transaction closed on March 9, 2021. Shares of ourMawson’s common stock have been listed on The Nasdaq Capital Market since September 29, 2021. Mawson was previously known as Wize Pharma Inc, and changed its name on March 17, 2021, after the acquisition of Mawson Infrastructure Group Pty Ltd (then known as Cosmos Capital Limited), a digital infrastructure provider.

Mawson is a ‘Digital Asset Infrastructure’ business. We ownbusiness, which owns and operate facilities withoperates (through its subsidiaries) data centers for the generation of Bitcoin cryptocurrency (also known as “Bitcoin mining”), predominately in the United States. Our data centers consist of our proprietary modular data centers (MDCs).(“MDCs”), and we continue to develop our MDC technology to improve their performance. Because Mawson takes part in Bitcoin mining, it is often referred to as a Bitcoin miner.

WithinOur primary business is the MDCs Mawson operatesoperation of our own fleet of Application-Specific Integrated Circuit (“ASIC”) computers known as Miners.“Miners” within our data centers. The Miners are used for the ‘mining’ of Bitcoin. As at the date of this Annual Report, we operate one data center facility located in Pennsylvania, USA, and are constructing a second. We are actively seeking out future sites for additional data center facilities. The Miners we operate are focused on the process of digital mining, specifically for Bitcoin.

In exchange for powering down our systems and curtailing the power we draw from the grid in response to periods of high electricity demand on the local grid network, we may receive net energy benefits or compensation. In addition, in 2022 we entered into a new contract which allows us to trade our energy to achieve net energy benefits. We have recognized a derivative asset on our balance sheet for the contract, which has been measured at fair value with any changes in fair value recognized in our statement of operations. Both these arrangements have been particularly useful during periods of high energy prices, and low Bitcoin prices, when our Bitcoin mining business has been less profitable.

We offer ‘hosting’ or ‘co-location’ facilities to other businesses who wish to have their Miners located within our facilities and MDCs. These businesses pay us fees for the use of our facilities and related services. As at the date of this Annual Report Mawson’s major hosting customer is Celsius Mining LLC. Mawson successfully ended its hosting contracts with a number of sub-scale hosting customers during 2022.

We also sell new and used crypto currency mining and MDC equipment on a periodic basis, subject to prevailing market conditions and any surplus we may be experiencing.

As of December 31, 20212022

We continue to conduct research and development into our MDCs that we are actively testing in several configurations and locations to determine the best configuration for both ASICs and alternate computing uses, including both for use in Graphics Processing Units (GPU) systems and traditional central processing unit (CPU) based computing systems.

Our Products and Services

Digital Processing and Hosting Solutions (Mining)Mawson’s business

Mawson has three main businesses through which it generates its revenue:

Bitcoin Self-Mining

Digital processing andAt the core of Mawson’s operations is ‘Bitcoin mining’. Put very simply, Bitcoin mining involves the use of Bitcoins requires computing hardware and servers specificspecialized computers to solve algorithmic problems in order to update the distributed or decentralized ledger of Bitcoin transactions securely. In return for providing this security to the computing problemBitcoin ledger, Bitcoin miners are rewarded with Bitcoin. The decentralized ledger is the key innovation of the Bitcoin protocol. It is a public ledger that a person is seeking to solve, referred to as a “Miner”. Each Miner or component thereof can be specifically specialized to performviewed by anyone with specialist knowledge, and is typically kept by more than one entity. An example of a function better than other hardware for the purposecentralized ledger would be a ledger of maximizing the return from any specific processing task.bank account transactions kept by a financial institution.

Mining hardware performs computational operations to solve specific computing problems in support of the blockchainBitcoin network. The computing power is called “hash rate” and is measured in “hash rate” or “hashes per second.” A “hash” is the computation run by the mining hardware in support of the blockchain;blockchain security; therefore, a miner’sMiner’s “hash rate” refers to the rate at which it is capable of solving such computations. The original equipment used for mining Bitcoin utilized the Central Processing Unit (“CPU”) of a computer to mine various forms of cryptocurrency. Due to performance limitations and growing competition to mine Bitcoin, CPU mining was rapidly replaced by the Graphics Processing Unit (GPU), which offers significant performance advantages over CPUs. General purpose chipsets like CPUs and GPUs have since beenwas in turn replaced in the mining industry by ASIC chips.Application-Specific Integrated Circuit (“ASIC”) Miners. These ASIC chipsMiners are designed specifically to maximizefor the task of solving computing problems in support of the Bitcoin network, which maximizes the rate of hashing operations. As with most current large scale mining operations, Mawson only operates ASIC miners.Miners.

As Mawson increases its hashing power it increases its chance of solving a block and earning a cryptocurrency reward. As the global network has modernized and become more efficient, the hash rate required for solving a block (that is, the difficulty of solving a block) has increased, and therefore generally requires more electrical power. Increased use of electrical power increases the cost of solving a block and, therefore, the relative cost of mining a cryptocurrency. This increase in difficulty means that individual mining operations can go for periods of time without finding a block and earning any reward for their mining efforts.

For that reason, we have joined ‘mining pools’ (that is groups of other miners) to increase our chance of more regularly receiving Bitcoin rewards. A large group of miners with greater hashing power is more likely to earn a cryptocurrency reward. We then receive Bitcoin rewards on a pro rata basis based on total hashing capacity we contributed to the mining pool. This reduces the variance of our revenue generation.

Due to our strategy of investing in digital asset infrastructure, including entering into site leases, power purchase agreements and acquiring MDCs and other equipment necessary for facilities designed for mining Bitcoin, we are able to offer other businesses in the digital asset infrastructure industry the opportunity to have their Miners located within our MDCs, who pay us a fee for the use of our facilities and related services (often based on power consumption). This kind of arrangement is known as ‘hosting’ or ‘co-location’.

Mawson operate its own MDCs in two mining facilities in the U.S (Georgia and Pennsylvania) and one in Australia (New South Wales) on land that we have leased on long-term arrangements.

Mawson no longer focusses on its clinical stage biopharmaceutical business which was the focus when the Company was known as Wize Pharma, Inc.

Hash Rate and Network Hash Rate

Hash rate is a measure of the processing speed byof a Miner for a specific cryptocurrency.Miner. Mawson’s hash rate is the sum total of its Miners’ hashrates. Similarly, the sum total of all Miners actively trying to solve a block in the Bitcoin network is known as the “Network Hashrate”. If Mawson’s proportion of the Network Hash Rate grows, then Mawson’s chance of solving a block on the Bitcoin’s blockchain should increase and, therefore, Mawson’s chance of earning a Bitcoin reward should increase, as compared to other mining competitors with relatively lower total hash rates.increase.

If more competitors add hash rate to the Network Hash Rate, then Mawson must also increase its own hash rate if it wants to ensure that the amount of rewards it receives over time remains generally same.the same or similar. Mawson can increase its hash rate in a number of ways, including by acquiring and operating more Miners, ensuring that as many of its Miners are online and operational at all times, and by increasing the hashing capability of its Miners (for example, by providing optimal operating conditions)conditions and maintenance). By operating more Miners, Mawson will increase the amount of power it requires to operate the Miners, thus increasing its cost base.costs. Mawson and its competitors have deployed increasingly sophisticated and efficient Miners in greater numbers, which has meant that older, less efficient Miners have become too inefficient to economically deploy, and have become redundant. The Network Hash Rate can also decline from time to time, which means that Mawson’s hash rate relative to the Network Hash Rate would increase (if Mawson continued to deploy the same amount of hash rate), increasing the chance that Mawson will be rewarded with Bitcoin.

Mining Results

As Mawson increases its hash rate it increases its chance of solving a particular problem and earning the right to place a block on the blockchain and at the same time earning a Bitcoin reward, as well as a potential transaction fee. As the global network has modernized and become more efficient, the hash rate required to regularly solve for a block (that is, the ‘network difficulty’) has increased significantly, leading to Bitcoin miners acquiring ever large fleets of more efficient ASIC Miners. The expanding fleets of ASIC Miners generally require more electrical power. Increased use of electrical power increases the cost of solving a block and, therefore, the relative cost of mining for Bitcoin. This increase in network difficulty also means that it can become harder for individual mining operations to find a block and earning any reward or transaction fees for their mining efforts. Individual Bitcoin Miners risk going for extended periods of time without earning any Bitcoin rewards.

To smooth the earning of Bitcoin rewards, most miners, including Mawson, will join a ‘mining pool’ (that is a group of other miners). A large group of miners with greater hashing power is more likely to earn a cryptocurrency reward. The members of the mining pool then receive Bitcoin rewards on a pro rata basis based on total hashing capacity they contributed to the mining pool. This is intended to reduce the variance of our Bitcoin rewards, and therefore revenue, generation.

As at the date of this Annual Report, Mawson operates its own MDCs in one data center facility in Midland Pennsylvania, USA, on land that we have leased on long-term arrangements. Midland has a 100MW capacity once fully developed. A second data center facility is being developed at Sharon Pennsylvania, USA. The Sharon facility is scheduled to come online incrementally through 2023/24 commencing in Q2, 2023 starting with 12MW of self-mining operations. Sharon has a 120MW capacity once fully developed. Together the facilities will have a capacity of 220MW once fully developed.

Part of Mawson’s strategy is to identify and secure new development sites for future data center facilities which meet our investment criteria. Before committing to a site, Mawson considers a range of investment criteria, including factors such as climate, community acceptance of Bitcoin mining operations, secure tenure through long term leases, or the ability to acquire sites, the existence of demand response programs which Mawson can participate in, the ability to secure low cost, stable, low carbon or carbon-neutral sustainable power, labor and skills availability, local taxation regimes, and proximity to Mawson’s existing supply chains and operations.

Our core revenue generating operation is the mining of Bitcoin. During the year ended December 31, 2022, we mined 808.881,342.59 Bitcoin giving rise toresulting in revenues totaling $38.45$43.11 million.

Liquidation policy

Mawson’s policy is to liquidate any mined Bitcoin within a reasonable time after receipt. Mawson does not hold any material amount of Bitcoin on its balance sheet. Mawson’s strategy is to operate as a mining operation, rather than a cryptocurrency investment company. This means that Mawson regularly liquidates its Bitcoin holdings for traditional fiat currency. Mawson has established relationships with several digital currency exchanges through which Mawson sells Bitcoin on a regular basis.

Customer Co-location and Hosting Services

Due to our strategy of investing in digital asset infrastructure, including entering into site leases, power purchase agreements and acquiring MDCs and other equipment necessary for facilities designed for mining Bitcoin, we are able to offer other businesses in the digital asset infrastructure industry the opportunity to have their ASIC Miners and other equipment located within our facilities. These customers who pay us a fee for the use of our facilities and related services The customer typically keeps all Bitcoin mined in this manner, while paying Mawson for the costs of mining, plus a margin. This kind of arrangement is known as ‘hosting’ or ‘co-location’. These arrangements can be customized for each customer’s situation and strategy, and allows Mawson to diversify its income streams, while adjusting its risk profile. For example, customers may agree to be charged upfront infrastructure fees, minimum fees, and maintenance fees. Such fees can provide upfront benefits, which de-risks the business, allows Mawson to expand more quickly. Minimum fees can help generate revenue during periods when our Bitcoin self-mining may not be profitable (for example, due to high energy prices, high difficulty, and low Bitcoin prices). Counter-party risk is a key issue when entering into hosting arrangements with customers, and Mawson employs a number of mitigation strategies including deposits and upfront charges.

Energy Markets Program

To power all the ASIC miners at its facilities, Mawson uses substantial amounts of energy. This means that energy is a material input cost for Mawson’s operations. If energy prices are too high, then the cost of mining may be too high to make Bitcoin mining economical. This is especially true at times when Bitcoin prices are low, and network difficulty is high. Mawson uses proprietary financial models, which it is constantly refining, which highlight to Mawson when participation in the Energy Markets Program will create greater value than Bitcoin mining. Mawson then decides whether to mine and whether to curtail its energy usage, by switching off its ASIC miners.

If Mawson decides to curtail its energy use, then during these periods Mawson’s Bitcoin revenue may be significantly reduced. In addition to hosting revenues that may be available, Mawson has developed an Energy Markets Program. In addition to energy hedges and derivatives that Mawson may be able to purchase, Mawson participates in demand response programs. Demand response programs compensate Mawson for periods of curtailment, and can generate additional revenues for Mawson.

Further, because Mawson can be flexible in the way it operates its Bitcoin mining data centers and how it uses energy, Mawson can increase electricity grid stability by providing demand for energy producers when aggregate power demand is low, and then lowering its own usage when aggregate power demand is high.

Factors Affecting Profitability

The main factors affecting Mawson’s Self-Mining profitability are (in no particular order):

There is a risk that a change in any of these factors will have a detrimental effect on Mawson’s business. While Mawson takes steps to mitigate these risks, they cannot be avoided altogether. In particular, the market price of Bitcoin can be volatile, sometimes being subject to major changes in value in short time periods. For example, 2022 was a prolonged period of falling Bitcoin value. It should also be noted that the reward for Bitcoin mining is scheduled to halve approximately every 4 years. This phenomenon, which is a feature of the Bitcoin protocol, is known as ‘halving’. The Bitcoin blockchain has undergone halving three times since its inception, on November 28, 2012, July 9, 2016, and May 11, 2020. The original reward was 50 Bitcoin per block, but after the last halving the reward was reduced to its current level of 6.25 Bitcoin per block. The next halving for the Bitcoin blockchain is anticipated to occur in or around March 2024. This process will reoccur until the total amount of Bitcoin currency rewards issued reaches 21 million and the theoretical supply of new Bitcoin is exhausted, which is expected to occur in or around 2140. The value of Bitcoin has historically risen after each halving event, on a halving to halving basis.

Environment

Digital asset mining requires a large amount of computing power, which in turn requires a large amount of electricity. At Mawson we recognize the important role digital asset mining can play in supporting the growth of renewable or sustainable energy sources. We seek to power our operations with renewable or sustainable power and in doing so we hope to support the introduction of further renewable or sustainable power into the grid. We also enter into arrangements where we may be paidcompensated in certain circumstances toif we curtail or reduce or cease our energy usage. Typically, this will occur when energy prices spike, and the mining of Bitcoin becomes unprofitable. In this way we can provide stability to the energy grid by reducing our demand on renewable or sustainable energy at times of peak usage, or low supply.

To the extent we are unable to source renewable or sustainable sources of energy then Mawson seeks to offset its carbon footprint with the acquisition of carbon credits. Mawson is currently in the process of assessing its 2021 carbon footprint. Mawson offset its 2020 carbon footprint.supply, potentially reducing prices for other users.

Other products and services and investments

Mawson will from time to time opportunistically sell hardware that it has acquired, whether used or unused, which is a digital asset infrastructure specialistsurplus to its requirements, or in order to fund newer and providesbetter equipment. Hardware that infrastructure to other cryptocurrencyMawson would typically sell includes ASIC miners, along with maintenance services to operate other miners’ equipment in our facilities. As at December 31, 2021, Mawson had 5 hosting customers. Hosting customers installed capacity as at December 31, 2021 was 2MW.transformers and/or MDCs. 

We haveMawson owns an interest in Cosmos Asset Management Pty Ltd (“Cosmos Asset Management “)Management”), an Australia based crypto investment manager. During the year ended December 31, 2022, Cosmos Asset Management has listed one unlisted crypto related fundwas placed into voluntary administration, and one listed cryptois in the process of being wound up. Cosmos Asset Management successfully launched three cryptocurrency related exchange traded fund onfunds in Australia, which were amongst the first of their kind, however due to the falling cryptocurrency market, investor uptake of the investment products was not sufficient to ensure that Cosmos Asset Management could operate sustainably. Cosmos Asset Management had agreed a debt funding package and corporate restructuring with Purpose LP and its other shareholders (including Mawson), however Cosmos Asset Management was placed into voluntary administration before this package could be fully implemented.

We have a 20.63% interest in a Web 3 infrastructure business Distributed Storage Solutions Limited (“DSS”). DSS is a decentralized data storage and compute infrastructure business offering enterprise grade solutions servicing AI and HPC customers in the open science and medical research fields. DSS is a member of the Filecoin Network of storage providers whereby it generates the native token FIL in return for proving its capacity and integrity of data stored to the blockchain in a process known as proof-of-space. Decentralized data storage providers seek to provide an Australian exchange (Cosmos Global Digital Miners Access ETF)emerging alternative to the current large single company providers such as Amazon Web Services, Azure (Microsoft), and Google Cloud. Going forward, DSS’s large scale computing infrastructure enables it is seeking to list more inhandle large computing loads on demand, which will allow it to offer ‘compute-as-a-service’, including for the future.application of artificial intelligence.

As of December 31, 2021, Cosmos Asset Management’s funds under management were approximately AUD$8.65 million.

We have a circa 20.06% interest in an Australian filecoin mining business, Distributed Storage Solutions Pty Ltd (“DSS”). Filecoin is an open-source, public cryptocurrency and digital payment system. Filecoins may be used to rent unused hard drive space.

Research and Development

Our research and development, or R&D, program is focused on researching and exploring opportunities to improve the efficiency of hardware and software and MDC’s, including the development of technology to enable us to operate liquid immersion cooled MDCs. We have also begun research into the software element of computing and are in the initial stages of researching a range of programs to improve efficiency.

We are conducting research in both Australia and the United States. By conducting research in different countries, we are able to research improvements in efficiencies across varying climates. We have partnered with leading design firms in both Australia and the United States to ensure our MDCs can be efficiently deployed in different climates. Using global designers and vendors provides us the opportunity to seek to enhance the design to ensure success of the technology in multiple jurisdictions, climates and scenarios.

Suppliers

Mawson engages a range of suppliers for access to hardware and software required to mine Bitcoin. This includes the manufacturers of the Miners, MDCs and transformers. Mawson has several power suppliers with which it hasenters into Power Purchase Agreements (“PPA”) with its power suppliers that set out the terms and duration of the supply or power.

Government Regulation

Government regulation of blockchain and cryptocurrency is being actively considered by the United States (federal and state) and international governments, and their agencies and regulatory bodies.

Regulations may substantially change in the future and it is presently not possible to know how regulations will apply to our businesses, or when they will be effective. As the regulatory and legal environment evolves, we may become subject to new laws, further regulation by the SEC and other agencies, which may affect our mining and other activities. For instance, various bills have also been proposedexample, the state of New York has instituted a partial ban on crypto-currency mining in Congress related to our business, which may be adopted and have an impact on us.that state. For additional discussion regarding the potential risks existing and future regulation pose to our business, see the Section entitled “Risk Factors” herein.

Competition

The cryptocurrency industry, in particulate Bitcoin mining, is dynamic and global. The Bitcoin mining network is made up of a variety of competitors, from individual ’sub-scale’‘sub-scale’ hobbyists to large, listed mining operations. We compete with themthe other listed mining companies directly for the acquisition of new Miners, and raising capital. Bitcoin miners, including Mawson, also compete with more traditional industries, for example, when obtaining the lowest cost, of sustainable electricity, or access to sites with reliable sources of power. Many Bitcoin mining operations are not publicly operated, and therefore data is not readily available.

Listed companies operating comparable businesses include:

Human Capital

Our employees are critical to our success. As of February 28, 2022,March 11, 2023, we had 40 employeesfull time and contractors3 part time employees based in the U.S. and Australia. We also use contractors where practical and further rely on the extensive expertise of our external advisers, including legal, audit, financial, IT and compliance consultants, who may be engaged on an hourly basis, or on a project basis.

We want to attract a committed and talented workforce. We believe that our ability to attract and retain such a workforce is at least in part dependent on our ability to foster an environment that is sustainably safe, respectful, fair, and inclusive of everyone and their ideas, and promotes diversity, equity and inclusion. In our view these aims are congruent with Mawson’s overall objective to create a team dynamic where we are focused on the success of Mawson, and therefore by extension Mawson’s various stakeholders, including our stockholders, our suppliers, our customers, our employees, and the communities we operate in.

We are committed to providing a safe workplace for our employees. The Company identifies potential risks associated with workplace activities in order to develop measures to mitigate possible hazards. The Company has taken additional measures during the COVID-19 pandemic, including providing information resources, testing, and personal protective equipment.

ESG

There has been recent commentary about cryptocurrency mining and its impact on the environment. Governments and related government bodies around the world arehave been introducing or contemplating legislativenew energy policies and regulatory changes related to cryptocurrency mininglegislation in response to a varietyclimate change and the effects on energy markets of pressures.the Ukraine war.

Any legislative changes regarding climate change or market interventions as a result of the Ukraine war could add significant burden and costs to our business, including costs related to making our energy consumption more efficient and lower impact on the environment, environmental monitoring and reporting, and other costs to comply with such changes. Further, there could be reputational damage to our business caused by increased negative publicity surrounding cryptocurrency and the apparent effects on the environment. If power costs rise so high as to put certain industries at risk, legislators may intervene in energy markets to direct energy to certain industries. Price caps could be introduced which may have long-term effects on power prices. If fossil fuel projects are not allowed proceed, then this may have an effect on power prices if sustainable or renewable energy is insufficient.

Corporate Information

On March 17, 2021, we changed our name to Mawson Infrastructure Group Inc. from Wize Pharma, Inc in connection with our acquisitionOur principal place of Mawson Infrastructure Group Pty Ltd (then known as Cosmos Capital Limited), a digital infrastructure provider based in Sydney, Australia.

business is 201 Clark Street, Sharon, Pennsylvania 16146. Our headAustralian office is located at Level 5, 97 Pacific Highway, North Sydney New South Wales 2060. Our contact email is info@mawsoninc.com, and our website is www.mawsoninc.com.

Shares of our common stock have been listed on The Nasdaq Capital Market since September 29, 2021.

Available Information

Our investor relations website is available at mawsoninc.com. The information on, or that may be accessed from, our website is not a part of this Annual Report. Investors can find a range of information about us there. Available on this website, free of charge, are the reports that we file or furnish with the Securities and Exchange Commission (“SEC”), corporate governance information (including our Code of Business Conduct and Ethics), and select press releases and other relevant information.

ITEM 1A. RISK FACTORS.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully the following information about these risks, together with the other information contained in this Annual Report, including the matters addressed in the section entitled “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS” beginning on page iii of this Annual Report, before making an investment decision. Our business, prospects, financial condition, and results of operations may be materially and adversely affected as a result of any of the following risks. The value of our securities could decline as a result of any of these risks. You could lose all or part of your investment in our securities. Some of the statements in “RISK FACTORS” are forward-looking statements. The following risk factors are not the only risk factors facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects, financial condition, and results of operations and it is not possible to predict all risk factors, nor can we assess the impact of all factors on us or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in or implied by any forward-looking statements.

Summary of Risk Factors

Our business is subject to a number of risks, including risks that may adversely affect our business, financial condition, and results of operations. These risks are discussed more fully below and include, but are not limited to, risks related to:

Risks Relating to Our Business and Management

Risks Relating to Cryptocurrency Mining, Bitcoin Price and Technology

Risks Relating to Laws, Regulatory Frameworks, and Legal Action

Risks Relating to the Ownership of Our Common Stock and Other Common Risks

Risks Relating to Our Business and Management

We have incurred operating losses since inception.

During the time we have operated we have incurred net losses. We expect to continue to incur losses for the near future, and these losses will likely increase as we pursue our growth strategy. Even with the change of our primary business away from our historical clinical-stage biopharmaceutical business to the digital asset infrastructure business, no certainty exists that we will become profitable and, even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. The future expansion of our business likely requires substantial capital costs and expenses and there can be no assurance that subsequent operational objectives will be achieved. If we do not achieve our operational objectives, and if we do not generate cash flow and income, our financial performance and long-term viability may be materially and adversely affected. Our inability to achieve and then maintain profitability would negatively affect our business, financial condition, results of operations and cash flows.

We may be unableneed to raise additional capital needed to growcontinue our business.operations and execute our business strategy.

We will likelyexpect that we may incur net losses for the foreseeable future. Accordingly, our ability to continue to operate atas a loss, at least untilgoing concern and execute our business strategy is implemented,depends on our ability to raise additional capital through equity, debt or if cryptocurrency prices decline,structured financings, collaborations and therestrategic alliances or other similar types of arrangements.

Our capital needs have depended on, and will continue to depend on, many factors that are highly variable and difficult to predict, including:

We may be anever become profitable. Based on some of our current operating plan estimates, we have sufficient cash to satisfy our working capital needs and other liquidity requirements over the next 12 months from the date of issuance of the accompanying consolidated financial statements. We may need to raise additional capital or significantly curtail our planned operations to expandremain a going concern.

Additional capital may not be available to us, or even if it is, the cost of such capital may be high. We may be forced to obtain additional capital when our operationsstock price or trading volume or both are low, or when the general market for cryptocurrency companies is weak. Raising capital under any of these or similar scenarios, if we can raise any at all, may lead to significant dilution to our existing stockholders. We may be forced to sell assets to raise capital, and pursue our growth strategies, including potential acquisitions of complementary businesses, and to respond to competitive pressures or unanticipated working capital requirements. Wewe may not be able to obtain additional debt or equity financingrealize the full value of those assets at the time of sale.

Listing on favorable terms, if at all, which could impair our growth and adversely affect our existing operations. If we raise additional funds through one or more equity financings, our stockholders may experience significant dilution of their ownership interests, and the per share value ofThe Nasdaq Capital Market (“Nasdaq”)

Although our common stock could decline. Furthermore, ifis currently listed on Nasdaq, we engagemay not be able to continue to meet Nasdaq’s minimum listing requirements or those of any other national exchange. On August 31, 2022, we received written notice from Nasdaq that we were not in additional debt financing,compliance with the holdersminimum bid price requirements for continued listing. The Nasdaq Listing Rules allow a period of debt likely would have priority over180 calendar days to regain compliance. On November 23, 2022, our Board of Directors approved the holdersexecution of a reverse stock split of all of our outstanding shares of common stock at a ratio of 1-6, in order to enable the Company to regain compliance with the Nasdaq’s minimum listing requirements. That reverse stock split took effect on February 9, 2023. As of the date of this annual report, Mawson is compliant with the Nasdaq minimum bid price requirements for continued listing.

On October 24, 2022, we received written notice from Nasdaq that we were not in compliance with Nasdaq’s audit committee requirements for continued listing due to the resignation of one of our directors. The Nasdaq Listing Rules provide a cure period in order to regain compliance as follows: (a) until the earlier of payment preference. Weour next annual stockholders’ meeting or September 13, 2023; or (b) if our next annual stockholders’ meeting is held before March 13, 2023, then until March 13, 2023. On January 31, 2022, Mawson appointed a new member to its Board, Mr. Rahul Mewawalla, and also appointed him to each of the Company’s committees, including the audit committee. As of the date of this annual report, Mawson is compliant with the Nasdaq audit committee requirements for continued listing.

If we are unable to maintain listing on Nasdaq or if a liquid market for our common stock does not develop or is not sustained, our common stock may be requiredremain thinly traded. If, for any reason, Nasdaq should delist our securities from trading on its exchange and we are unable to accept terms that restrictobtain listing on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders:

The Cryptocurrency Industry has experienced multiple downturns

Bitcoin prices have fallen substantially over lengthy time periods multiple times in cryptocurrency’s history. Most recently the Bitcoin price fell from over $65,000 in late 2021 to prices below $17,000 in early 2023. A falling Bitcoin price directly affects our ability to incur additional indebtednessgenerate revenue, which can affect our ability to meet our financial obligations. Further, volatility in energy prices has meant that the major input cost to generate Bitcoin has increased.

The price of Bitcoin can fluctuate due to investment and trading sentiment amongst users, speculators, and investors for a range of reasons, including changes in interest rate settings, or take other actions including termsnegative or positive publicity (for example due to legal proceedings or losses to Bitcoin investors due to fraud or cyber attacks a cryptocurrency exchange or online wallet). Large holders of Bitcoin may be able to effect large price swings, especially if they were to liquidate their holdings, which would likely cause the price of Bitcoin to fall. Further, the Bitcoin market is highly unregulated and could be subject to market manipulation, especially by large holders. In addition, we operate in the U.S. and Australia and are exposed to fluctuations in fiat currency exchange rates. A fall in the price of Bitcoin will have a negative impact on our revenues. The prices that require uswe receive for our Bitcoin depend on numerous market factors beyond our control. Due to maintain specified liquiditythe highly volatile nature of the price of Bitcoin, our historical operating results have fluctuated, and continue to fluctuate, significantly from period to period. Mawson does not use derivatives to hedge Bitcoin prices.

Corporate collapses of important companies in the Bitcoin ecosystem (other than Bitcoin miners) or other ratios that could otherwise not becryptocurrencies can also have an impact on confidence and the Bitcoin price. There have been a number of examples of this in the interestslast year, such as the collapse of FTX.

We are also exposed to the effect a falling price can have on our stockholders.counterparties, including the exchanges we use. In particular, in July of 2022, Celsius Networks, LLC and Celsius Mining LLC, filed for Chapter 11 bankruptcy. Celsius Mining LLC is our only hosting customer and its failure to pay (or pay timely) amounts it owes to us when due could have a material adverse effect on our financial situation. Through Chapter 11 bankruptcy protection, Celsius has avoided paying two pre-petition invoices to our subsidiary Luna Squares LLC totaling in excess of $1.8million.

Inflation in the global economy could negatively impact our business and results of operations.

General inflation in the United States and around the world has risen to levels not experienced in recent decades. General inflation, including rising prices for energy, metals, components, and other inputs as well as rising wages negatively impact our business by increasing our operating costs. As a result of inflation, we have experienced and may continue to experience, cost increases. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations, and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.

Increased Interest Rates

Central banks around the world (including the US Federal Reserves, and the Reserve Bank of Australia) have been increasing their interest rates. While our current borrowings are at fixed rates of interest, any future borrowings or refinancing may be at higher interest rates than the rates that we have obtained in the past.

We or our suppliers may not be able to procure or repair hardware that is required in our operations.

Supply chains were disrupted and being realigned in 2022, due to a variety of shocks including COVID-19, the war in Ukraine and other geo-political events, including the closingbroadening of trade restrictions, and onshoring efforts of the Suez Canal,USA, such as the Chips Act. We expect this uncertainty to continue in recent times have caused multiple supply chain disruptions for companies globally.2023. Our business relies on certain hardware such as the Miners, containers in which to store the Miners, transformers for electricity supply, and cooling technologies. If we are unable to procure such hardware, or replacement parts (at commercial prices, or at all), or they are delayed, our operations may be adversely affected which would likely have a material adverse effect on our business, financial condition, results of operations and prospects. If the manufacturers of such hardware are unable to obtain materials or components themselves, they may experience manufacturing delays or have to cease manufacturing altogether. Supply chain disruptions may also occur from time to time due to a range of factors beyond our control, including, but not limited to, increased costs of labor, freight costs and raw material prices along with a shortage of qualified workers.

Due to low Bitcoin prices, many Bitcoin mining companies have curtailed their mining operations, and have delayed expansion plans. This has meant that they are no longer acquiring new Miners and are selling unused miners. Miners (new and second hand) are, at the date of this annual report, easier to acquire already landed in the US and at lower prices than early 2022, however it can be expected that the price of Miners will rise, and they will become more difficult to source as the price of Bitcoin increases.

There are a small number of major suppliers of Miners globally, and Miner manufacturing is located primarily in China. If we were unable to source Miners from those suppliers (for example due to overwhelming global demand for Miners) at a commercial price, or at all, this would have a materially adverse impact on our business, financial condition, results of operations and prospects. Even if the suppliers have agreed to supply us with miners, they may fail to supply the Miners due to their inability to manufacture sufficient Miners due to a shortage of components or resources such as semiconductors, a default, insolvency, a change in control, or change of laws (including export/import restrictions, quotas or tariffs). In addition, the terms of sale with the Miner suppliers are often in favor of the suppliers and may leave us with few or no commercial remedies.

The trade policies of the U.S. and China in particular are dynamic at the moment, and trade policies such as export/import restrictions, quotas or tariffs, by either of these countries, or others, may reduce the ability of our suppliers to supply use with Miners, or create a shortage or lack of components necessary for their manufacture. The government of the People’s Republic of China in particular exerts a high level of influence and control over its economy and businesses (private and state owned). There have been numerous examples of government decisions, laws and intervention into particular industries in recent times, including a ban on Bitcoin mining in China itself, which has been enforced.enforced, and crackdowns on the private sector, including large technology companies. Uncertainties due to evolving laws and regulations could also impede the ability of a China-based company, to obtain or maintain permits or licenses required to conduct business in China. Changes in any of these policies, laws and regulations, or the interpretations thereof, as they relate to the mining hardware suppliers, could have a negative impact on our business.

Additionally, if our electricity suppliers are negatively affected by the international supply chain issues they may not be able to maintain or grow their facilities, and may breach their commitments to supply us with the contracted power, or we may be unable to source extra power in the future to enable our growth. This would likely have a material adverse effect on our business, financial condition, results of operations and prospects.

Such supply chain disruptions have the potential to cause material impacts to our operating performance and financial position if the delivery of equipment for our facilities is delayed.

Mining equipment is prone to breakdown or fail.

Miners and related mining equipment used to mine digital assets are sophisticated machines, and may be operated for long periods of time. They are thus prone to breakdown and may not function at any given time. Any downtime of a significant number of our Miners and mining equipment will have a direct impact on us as they would not be performing their role, that is, solving hashes and earning a block reward. This could occur during an accident on site, or during transportation of a large number of Miners. In addition, athe failure of any critical single piece of equipment may represent a single point of failure which could have widespread impacts. An example of this would be a fire within a substation resulting in a total power outage for a mining facility for a period until the substation was rebuilt. Such widespread mechanical issues or critical failure for any material duration would therefore decrease our revenue.

Any long-term outage or limitation of the internet connection at our sites could materially impact our operations and financial performance.

A secure, reliable and fast internet connection is required for our Miners to validate and verify Bitcoin transactions, secure transaction blocks and add those transaction blocks to the Bitcoin blockchain. Any extended downtime, bandwidth limitations or other constraints may reduce our ability to use our Miners support transactions on the Bitcoin network, and therefore reduce our ability to earn block rewards. The effects of any such events could have a material adverse effect on our operating results and financial condition.

Access to reliable electricity sources at reasonable prices is critical to our growth and profitability.

Digital mining consumes electricityOur operations have required significant amounts of electrical power and, as we continue to expand, we anticipate our demand for electrical power Miners, therefore electricity costs are a major factor which will determine whether our digital mining activities are profitable and viable.continue to grow. If we are unable to source and enter into agreements for the supply and purchase of electricity, or if we are unable to continue to receiveobtain sufficient electrical power on a cost-effective basis we may not be able to realize the electricity supplies we have already secured (for example we are unable to re-contract an expiring arrangement),anticipated benefits of our significant capital investments. If power prices increase further this will reduce our capacity to conduct and grow the number of Minerslikely materially impact whether we can operate,generate Bitcoin profitably, and therefore the amount of revenuehow much net energy benefits we can generate.

Certain economic, environmental, and regulatory events or changes beyond our control, including acts of God such as natural disasters, climate change, wars, sabotage, epidemics, riots, loss or malfunctions of utilities, labor disputes, which maywill be transitory or chronic, could occur to restrict our access to electricity, or drive up the costs of electricity to a point that some or all of our planned, future or existing operations are uncommercial, which may lead to us being unable to grow our operations, or reducing, suspending or ceasing our Mining operations. The price of electricity available in the market more generally is dependent on numerous factors such as the types of generation, regulatory environment, electricity market structure, supply/demand balances. A recent example is the risk that war in Ukraine and sanctions against Russia may increase the global energy prices due to a reduction in the supply of oil and gas from Russia.entitled to.

Our Modular Data Centers require developed land, preferably close to sustainable and reasonably priced electricity sources. If we are unable to acquire rights to use such land, or lose the rights to land we currently occupy, this would likely mean that we would lose access to the relevant supply of electricity. A lack of access to the electricity would significantly impact the profitability and viability of our business.

Additionally, our operations could be materially adversely affected by prolonged power outages. Therefore, we may have to reduce or cease our operations in the event of an extended power outage, or as a result of the unavailability or increased cost of electrical power. If this were to occur, our business and results of operations could be materially and adversely affected.

Cyber-security threats pose a challenge to our business including the safekeeping of our digital assets, and a risk of reputational damage.

The history of digital asset exchanges has shown that exchangesMawson, like almost all businesses around the world, is subject to continuous malicious attempts to penetrate its systems. We take measures to protect our operations and large holders of digital assets must adapt to technological change in order to secure and safeguard their digital assets. To the extent that we are unable to identify and mitigate or stop new security threats, our digital and physical assets from unauthorized access, damage or theft; however, it is possible that the security system may be subjectnot prevent improper access to, or damage or theft of our assets. A security breach could harm our reputation or result in the loss destructionof some or other attack, whichall of our assets, or an inability to operate. A resulting perception that our measures do not adequately protect our assets could adversely affect our business, financial condition, results of operations and prospects. We believe that, as our business and assets grow, we may become a more appealing target for security threats such as hackers and malware.

We promptly and frequently liquidate cryptocurrencies that we mine and keep a minimum number of cryptocurrencies in our possession so as to minimize our risks against theft, loss, destruction or other issues relating to hackers and technological attack. We have methods of monitoring and ensuring that our Miners are directing hashrate to the correct pools and that any Bitcoin produced is sent to the intended recipient. Nevertheless, this security system may still be penetrated and may not be free from defect or immune to acts of God, and any loss due to a security breach, software defect or act of God will be borne by us.

Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the digital asset exchange markets. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm, limit or halt our business operations or result in loss of our digital assets, or damage to our hardware and physical assets.

Any breach of our infrastructure, or potentially the infrastructure of trusted third parties, could result in damage to our reputation which could adversely affect our business, financial condition, results of operations and prospects.

The security system and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee, or otherwise, and, as a result, an unauthorized party may obtain access to our private keys, data or Bitcoins. Additionally, outside parties may attempt to fraudulently induce employees of ours to disclose sensitive information in order to gain access to our infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our security system occurs, the market perception of the effectiveness of its security system could be harmed, which could adversely affect our business, financial condition, results of operations and prospects. In the event of a security breach, we may also be forced to cease operations, or suffer a reduction in assets, the occurrence of each of which could adversely affect us.

A loss of confidence in our security system, or a breach of our security system, may adversely affect our business.

We will take measures to protect our self and our digital and physical assets from unauthorized access, damage or theft; however, it is possible that the security system may not prevent the improper access to, or damage or theft of our assets. A security breach could harm our reputation or result in the loss of some or all of our assets. A resulting perception that our measures do not adequately protect our assets could adversely affect our business, financial condition, results of operations and prospects.

Digital asset transactions are irrevocable and stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed digital asset transactions could adversely affect our business.

Digital asset transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the respective digital asset network. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets or a theft of digital assets generally will not be reversible, and we may not be capable of seeking compensation for any such transfer or theft. Although our transfers of digital assets will regularly be made to or from vendors, consultants, services providers, etc. it is possible that, through computer or human error, or through theft or criminal action, our digital assets could be transferred from us in incorrect amounts or to unauthorized third parties. To the extent that we are unable to seek a corrective transaction with such third party or are incapable of identifying the third party which has received its digital assets through error or theft, we will be unable to revert or otherwise recover incorrectly transferred digital assets. To the extent that we are unable to seek redress for such error or theft, such loss could adversely affect our business, financial condition, results of operations and prospects.

We may not have, or be able to obtain or maintain, relevant business insurance.

Due to the industry in which we operate, we may not be able to obtain or maintain some types of insurance that operators of similar businesses in other industries would usually obtain, onat commercially viable premiums, or at all.

Any digital assets we hold are not insured. Therefore, a loss may be suffered with respect to our digital assets which isare not covered by insurance and for which no person is liable in damages which could adversely affect our business, financial condition, results of operations and prospects.

We do not hold our digital assets with a banking institution or a member of the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”) and, therefore, our digital assets are not subject to the protections enjoyed by depositors with FDIC or SIPC member institutions.

If our digital assets are lost, stolen or destroyed under circumstances rendering a party liable to us, the responsible party may not have the financial resources sufficient to satisfy our claim. For example, as to a particular event of loss, the only source of recovery we have might be limited to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim by us.

The sale of our digital assets to pay expenses at a time of low digital asset prices could adversely affect our business.

We promptly and frequently liquidate cryptocurrencies. This may mean that we sell digital assets at a time when the prices on the respective digital asset exchange market are low, which could adversely affect our business, financial condition, results of operations and prospects.

We rely on a small number of key people, the loss of which could have a significant impact on us.

The responsibility of the direction and operation of our business relies heavily on a small number of key people, including our CEO James Manning and COO Liam Wilson.COO. If any of our key employees or service providers cease their involvement in our business or, in the unfortunate situationssituation one or more of them are seriously injured or dies, this loss would have a significant and likely adverse impact on us.

Our results of operations may be negatively impacted by thea pandemic outbreak.

In December 2019, the novel coronavirus, or COVID-19, surfaced globally. The World Health Organization declared a global emergency on January 30, 2020, with respect to the outbreak. The impacts of the outbreak are unknown and rapidly evolving. Multiple variants (including Delta and Omicron) have become prominent since the initial outbreak, and despite global vaccination programs, COVID-19 was unpredictable in 2021 and the outlook remains uncertain in 2022 and beyond. Many countries around the world have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. In the United States and Australia, federal, state and local governments have enacted restrictions on travel, gatherings, and workplaces, with exceptions made for essential workers and businesses.outbreak. Although these types of restrictions have been lifted in most places around the United Statesworld, and Australia,vaccination rates have improved the situation, there can be no assurance that governments will not re-introduce such restrictions ifin the pandemic worsens.future for COVID-19 or some other pandemic. If such restrictions are re-introduced, we may be required to substantially reduce or cease operations in response as a result of COVID-19 or any other future pandemic which may emerge.response.

Failure to effectively manage our growth could place strains on its managerial, operational and financial resources and could adversely affect its business and operating results.

As our digital asset infrastructure operations grow, the administrativeoperational demands upon us will grow, and our success will depend upon our ability to meet those demands. We are organized as a holding company, with numerous subsidiaries. Both the parent company and each of our subsidiaries require certain financial, managerial and other resources, which could create challenges to our ability to successfully manage our subsidiaries and operations and impact our ability to assure compliance with our policies, practices and procedures. These demands include, but are not limited to, increased executive, accounting, management, legal services, staff support and general office services. We may need to hire additional qualified personnel to meet these demands, the cost and quality of which is dependent in part upon market factors outside of our control. Further, we will need to effectively manage the training and growth of our staff to maintain an efficient and effective workforce,workforce. Conversely, in times of contraction in the industry we will need to adjust our business and ourcut costs and sell or end unviable projects. Our failure to do so could adversely affect our business and operating results.

We have potential risks in connection with growth and acquisitions.

Our future growth may depend in part on our ability to acquire patented technologies or potential target companies that have synergies with our business activities. Such acquisitions are subject to numerous risks, including, but not limited to the following:

If we are unable to manage these risks effectively as part of any acquisition, our business could be adversely affected.

Cryptocurrency mining is a highly competitive industry.

The cryptocurrency mining industry is highly competitive, especially for Bitcoin, and there are several competitors who are considerably larger than Mawson, and who have operated for longer in the industry. With this size and operating history likely comes greater resources (financial, human, and technical), greater brand recognition and reputation, stronger business relationships, and economies of scale. We expect existing competitors will expand their operations, new competitors will enter the industry, and some competitors will merge to create even stronger competitors. The digital asset mining industry is global. Barriers to entry are relatively low in the sense that there is no requirement to obtain a license or permit to mine for Bitcoin (potential barriers to entry include the need to acquire, install and operate the capital intensive equipment, access to reasonably priced electricity, and other relevant technical knowledge). If the amount of competing computational power in the Bitcoin network increases, then the difficulty of the mining process increases, which may lead to lower Bitcoin rewards for Mawson.

If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results and financial condition could be adversely affected.

Global climate change and related environmental regulations may have an adverse effect on our business operations and financial position.

Changes in climate and its effect on the environment such as changes in rainfall, weather patterns, water supplies and shortages, sea level and changing temperatures could have an adverse effect on our operations and financial performance. We operate in a variety of environments, and theThe potential physical effects of climate change on our operations, if any, are highly uncertain.

Extreme weather events may:

There has been recent commentary about cryptocurrency mining and its impact on the environment. Governments and related government bodies around the world are introducing or contemplating legislative and regulatory changes related to cryptocurrency mining in response to a variety of pressures.

Any legislative changes regarding climate change could add significant burden and costs to our business, including costs related to making our energy consumption more efficient and lower impact on the environment, environmental monitoring and reporting, and other costs to comply with such changes. Further, there could be reputational damage to our business caused by increased negative publicity surrounding cryptocurrency and the apparent effects on the environment.

Cancellation or withdrawal of required operating and other permits and license.

We must obtain various permits, approvals and/or licenses in order to construct and operate our facilities. If such permits, approvals and/or licenses are not granted, or if they are lost, suspended, terminated or revoked, it may result in delays in construction of our facilities, require us to halt all or part of our operations, or cause us to be exposed to financial or other penalties at the affected locations. Such circumstances could have a material adverse effect on our business, financial condition and operating results.

We are subject to the construction risks.

Each Modular Data Center facility we construct is subject to the usual risks associated with building infrastructure assets. Particular risks include slow or delayed planning approval processes and permitting and licensing requirements, issues with site condition or hazards, availability and cost of materials and labor, contractor and sub-contractor default, inability to enter into agreements with the design and build of the facilities, and inclement weather.

Banks and financial institutions may cease to provide financial services to persons involved in cryptocurrency transactions.

Banks and other financial institutions can and have made legal and risk-based decisions to not accept customers such as digital assets investors or businesses that engage in Bitcoin-related activities or that accept Bitcoin as payment. This may be because it would be illegal for them to do so, or in situations where the legal position is unsure, but subject to material risk. If we, or our major business partners (e.g. exchanges, mining pools, or ASIC suppliers) are unable to obtain banking services, this will cause material business disruption and loss and damage to our business. If it occurs to a significant number of Bitcoin users, investors and traders, this may lead to a loss of confidence in Bitcoin and its value, leading to a fall in the Bitcoin price.

Achieving a sale of the clinical-stage biopharmaceutical business may take longer than expected.

Our main business, when Mawson was known as Wize Pharma Inc, was as a clinical-stage biopharmaceutical business. It is intended that this business will be sold, because Mawson is focusing on its digital infrastructure and cryptocurrency related business. If achieving a sale of the clinical-stage biopharmaceutical business takes longer or is more complicated than expected, there is a risk that management time and Company resources are diverted away from developing and managing Mawson’s core business.

Risks Relating to Cryptocurrency Mining, Bitcoin Price and Technology

Our future success will depend significantly on the price of Bitcoin, which is subject to risk and has historically been subject to wide swings and significant volatility.

Given that most of our revenue is generated from the mining of Bitcoin (as a result of rewards and transaction fees received for validating transactions on the Bitcoin blockchain), our operating cash flow is substantially dependent on the price of Bitcoin. The prices that we receive for our Bitcoin depend on numerous market factors beyond our control. Due to the highly volatile nature of the price of Bitcoin, our historical operating results have fluctuated, and may continue to fluctuate, significantly from period to period. Mawson does not have any formal hedging strategy in place. The price of Bitcoin can fluctuate due to investment and trading sentiment amongst users, speculators, and investors for a range of reasons, including changes in interest rate settings, or negative or positive publicity (for example due to legal proceedings or losses to Bitcoin investors due to fraud or cyber attacks a cryptocurrency exchange or online wallet). Large holders of Bitcoin may be able to effect large price swings, especially if they were to liquidate their holdings, which would likely cause the price of Bitcoin to fall. Further, the Bitcoin market is highly unregulated and could be subject to market manipulation, especially by large holders. In addition, we operate in the U.S. and Australia and are exposed to fluctuations in in fiat currency exchange rates. A fall in the price of Bitcoin will have a negative impact on our revenues.

Significant contributors to all or any digital asset network could propose amendments to the respective network’s protocols and software that, if accepted and authorized by such network, could adversely affect us.

Significant contributors to all or any digital asset network could propose amendments to the respective network’s protocols and software that, if accepted and authorized by such network, could adversely affect us. For example, with respect to Bitcoins networks, a small group of individuals contribute to the Bitcoin Core project on GitHub.com. These individuals can propose refinements or improvements to the Bitcoin network’s source code through one or more software upgrades that alter the protocols and software that govern the Bitcoin network and the properties of Bitcoin, including the irreversibility of transactions and limitations on the mining of new Bitcoin. Proposals for upgrades and discussions relating thereto take place on online forums. For example, there is an ongoing debate regarding altering the blockchain by increasing the size of blocks to accommodate a larger volume of transactions. Although some proponents support an increase, other market participants oppose an increase to the block size as it may deter miners from confirming transactions and concentrate power into a smaller group of miners.

To the extent that a significant majority of the users and miners on the Bitcoin network install such software upgrade(s), the Bitcoin network would be subject to new protocols and software that could materially adversely affect our business, financial condition, results of operations and prospects. In the event a developer or group of developers proposes a modification to the Bitcoin network that is not accepted by a majority of miners and users, but that is nonetheless accepted by a substantial plurality of miners and users, two or more competing and incompatible blockchain implementations could result. This is known as a “hard fork.” In such a case, the “hard fork” in the blockchain could materially and adversely affect the perceived value of digital assets as reflected on one or both incompatible blockchains, which may materially adversely affect our business, financial condition, results of operations and prospects.

If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects us.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on any digital asset network, including the Bitcoin network, it may be able to alter the blockchain by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the miners on the blockchain can add valid blocks. In such alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new digital assets or transactions using such control. Using alternate blocks, the malicious actor could “double-spend” its own digital assets (i.e., spend the same digital assets in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintains control. To the extent that such malicious actor or botnet does not yield its majority control of the processing power or the digital asset community does not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible. Such changes could materially adversely affect our business, financial condition, results of operations and prospects.

A failure to properly monitor and upgrade the Bitcoin network protocol could damage the Bitcoin network and adversely affect us.

The open-source structure of the cryptocurrencies network protocols means that the contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol. The Bitcoin network, for example, operates based on an open-source protocol maintained by contributors, largely on the Bitcoin Core project on GitHub. As an open-source project, Bitcoin is not represented by an official organization or authority. As the Bitcoin network protocol is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the Bitcoin network protocol. The lack of guaranteed financial incentive for contributors to maintain or develop the Bitcoin network and the lack of guaranteed resources to adequately address emerging or latent issues with the Bitcoin network may reduce incentives to address the issues adequately or in a timely manner. Modification or changes to the Bitcoin protocol by a sufficient number of users (known as a “fork”) may lead to unforeseen bugs or other negative outcomes for Mawson and miners in general. Changes to orour latent issues in a digital asset network which we are mining could materially adversely affect our business, financial condition, results of operations and prospects.

The incentive for Bitcoin mining may decrease over time as the reward decreases.

A Bitcoin halving occurs when block rewards, or the number of Bitcoins entering circulation whenever a block is produced (approximately every 10 minutes), is reduced by half. This means a new Bitcoin will be subsequently issued half as fast as before. This occurs on a schedule built into Bitcoin’s programming and happens every 210,000 blocks with the purpose being to issue the total supply into the market less frequently over time. This supply effect increases Bitcoin’s scarcity, which has, historically, increased its price. When Bitcoin first started, 50 Bitcoins were rewarded to miners per block produced. The reward washas decreased over the years and, to date, following the last halving event in May 2020, the block reward is 6.25 Bitcoins per block. Halving events will continue until the block reward reaches zero. The process will end with a predetermined total of 21 million Bitcoins, estimated to be around the year 2140. Although, at each prior halving event, the short-term subsequent effect on the Bitcoin price has been an increase in price, this trend may not continue in the future and may have a reverse effect on the Bitcoin price, in which case, our business, financial condition, results of operations and prospects may be materially adversely affected.  

If the award of digital assets for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may cease operations, leading to slower confirmations of transactions on the blockchain leading to lower confidence in Bitcoin, and therefore a potentially lower Bitcoin price.

Bitcoin miners record transactions when they solve for and add blocks of information to the blockchain. When a miner solves for a block, it creates that block, which includes data relating to (i) the solution to the block, (ii) a reference to the prior block in the blockchain to which the new block is being added and (iii) all transactions that have occurred but have not yet been added to the blockchain. The miner becomes aware of outstanding, unrecorded transactions through the data packet transmission and propagation discussed above. Typically, Bitcoin transactions will be recorded in the next chronological block if the spending party has an internet connection and at least one minute has passed between the transaction’s data packet transmission and the solution of the next block. If a transaction is not recorded in the next chronological block, it is usually recorded in the next block thereafter.

As the award of new digital assets for solving blocks declines, and if transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. For example, the current fixed reward on the Bitcoin network for solving a new block is six and a quarter (6.25) Bitcoins per block (the reward decreased from twelve and a half (12.5) Bitcoin in May 2020). It is estimated that it will halve again in about 2024. This reduction may result in a reduction in the aggregate hashrate of the Bitcoin network as the incentive for miners will decrease. Moreover, miners ceasing operations would reduce the aggregate hashrate on the Bitcoin network, which would adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks are added to the blockchain until the next scheduled adjustment in difficulty for block solutions) and make the Bitcoin network more vulnerable to a malicious actor obtaining control in excess of fifty percent (50%) of the aggregate hashrate on the Bitcoin network. Periodically, the Bitcoin network has adjusted the difficulty for block solutions so that solution speeds remain in the vicinity of the expected ten (10) minute confirmation time targeted by the Bitcoin network protocol.

More significant reductions in aggregate hashrate on digital asset networks could result in material, though temporary, delays in block solution confirmation time. Any reduction in confidence in the confirmation process or aggregate hashrate of any digital asset network may negatively impact the value of digital assets, which will adversely impact our business, financial condition, results of operations and prospects.

An increase in transaction fees could reduce the price of digital assets.

If fees increase for recording transactions on the Bitcoin network, demand for cryptocurrencies may decrease and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of digital assets that could adversely affect our business, financial condition, results of operations and prospects.

To the extent that the profit margins of digital asset mining operations are not high, operators of digital asset mining operations are more likelyCryptocurrency firms may be forced to immediately sell their digital assets earned by mining inBitcoin or cryptocurrency holdings putting downward pressure on the digital asset exchange market, resulting in a reduction in the price of digital assets that could adversely impact our business.Bitcoin price.

Over the past two years, digital asset mining operations have evolved from individual users mining with computer processors, graphics processing units and first-generation servers. Currently, new processing power brought onto the digital asset networks is predominantly added by incorporated and unincorporated “professionalized” mining operations. Professionalized mining operations may use proprietary hardware or sophisticated machines. They require the investment of significant capital for the acquisition of this hardware, the leasing of operating space (often in data centers or warehousing facilities), incurring of electricity costs and the employment of technicians to operate the mining farms. As a result, professionalized mining operations are of a greater scale than prior miners and have more defined, regular expenses and liabilities. These regular expenses and liabilities require professionalized mining operations to more immediately sell digital assets earned from mining operations on the digital asset exchange market, whereas it is believed that individual miners in past years were more likely to hold newly mined digital assets for more extended periods. The immediate selling of newly mined digital assets greatly increases the supply of digital assets on the digital asset exchange market, creating downward pressure on the price of each digital asset.

The extent to which the value of digital assets mined by a professionalized mining operation exceeds the allocable capital and operating costs determines the profit margin of such operation. A professionalized mining operation may be more likely to sell a higher percentage of its newly mined digital assets rapidly if it is operating at a low profit margin—and it may partially or completely cease operations if its profit margin is negative.margin. In a low profit margin environment, a higher percentage could be sold into the digital asset exchange market more rapidly, thereby potentially reducing digital asset prices. Lower digital asset prices could result in further tightening of profit margins, particularly for professionalized mining operations with higher costs and more limited capital reserves, creating a network effect that may further reduce the price of digital assets until mining operations with higher operating costs become unprofitable and remove mining power from the respective digital asset network. The network effect of reduced profit margins resulting in greater sales of newly mined digital assets could result in a reduction in the price of digital assets that could adversely impact our business, financial condition, results of operations and prospects. This process was manifest in 2022, And may continue or occur again in the future.

Political or economic crises may motivate large-scale sales of digital assets, which could result in a reduction in some or all digital assets’ values and adversely affect us.

As an alternative to fiat currencies that are backed by central governments, digital assets such as Bitcoins, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized asset that can act as a store of value, means of speculation or a payments system for buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of digital assets either globally or locally. Large-scale sales of digital assets would result in a reduction in their value and could adversely affect our business, financial condition, results of operations and prospects.

To the extent that the digital asset exchanges / custodians representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges’exchanges / custodians’ failures may result in a reduction in the price of some or all digital assets and can adversely affect us.

The digital asset exchanges / custodians on which the digital assets trade are relatively new (compared to actors in traditional financial services) and, in most cases, largely unregulated.unregulated, or subject to little oversight. Furthermore, many digital asset exchanges / custodians (including several of the most prominent USD denominated digital asset exchanges) do not provide the public with significant information regarding their ownership structure, management teams, corporate practices or regulatory compliance. As a result, the marketplace may lose confidence in, or may experience problems relating to, digital asset exchanges / custodians, including prominent exchanges / custodians handling a significant portion of the volume of digital asset trading.

A lack of stability in the digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the digital asset networks and result in greater volatility in digital asset values. These potential consequences of a digital asset exchange’s failure could materially adversely affect our business, financial condition, results of operations and prospects.

The further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect us.

Currently, there is relatively small use of Bitcoins and other cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect an investment in us. Cryptocurrencies are a relatively new concept and asset class, so there is still some degree of uncertainty and skepticism about their use. Whether their popularity will gain further traction is difficult to predict. If the popularity and use of cryptocurrencies diminish and leads to their value decreasing, our business, financial condition, results of operations and prospects may be materially adversely affected.

Future digital assetassets and digital currency development may lessen the usage of Bitcoin.

Digital asset technology is a rapidly advancing and changing and new digital assets are created regularly. New digital assets competing with the digital assets we specialize in (such as Bitcoin) may increase in popularity and in turn cause a decline in the value of Bitcoin, which may in turn lead to a decline in the Bitcoin network and our ability to generate revenue from our current mining activities. This may include the development of so-called central bank digital currencies (CBCDs). Many governments around the world, and central banks are reportedly considering or studying the potential for CBCDs, including the Australian federal government and the Reserve Bank of Australia and the United States Federal Reserve.

The Bitcoin protocol currently relies on a proof-of-work verification for validating digital asset transactions. This type of validation consumes large amounts of computing power and electricity. Proof-of-stake validation is a more recent development, which involves the validator losing part of its cryptocurrency holdings if it fails to correctly validate a block. While there are some drawbacks to proof-of-stake, it requires far less energy than proof-of-work. Cryptocurrencies whose transactions are validated on a proof-of-stake basis do not require Miners. Future cryptocurrencies may utilize proof-of-stake rather than proof-of work, meaning that there will be less opportunity for miners to earn rewards.

The development of quantum computing threatens the cryptographic protections of blockchain protocols.

Governments and corporations around the world are conducting research and development to produce quantum computers which will be much more powerful than modern computers. The potential capability of quantum computers poses a potential threat to the underlying cryptographic protections that the Bitcoin blockchain protocol relies on, and therefore to the reliability of the blockchain, and may therefore undermine users’ trust in Bitcoin and digital currencies in general. For example, a quantum computer may provide the possibility of decrypting user private keys and forgeforging transaction signatures, undermining the integrity of the blockchain. A loss of trust in the digital currencies due to the ability of quantum computing to undermine security protocols will likely have a material adverse effect on our business, results of operations and financial condition.

Risks Relating to Laws, Regulatory Frameworks, and Legal Action

Digital assets such as Bitcoin are likely to be more highly regulated.

Digital assets and cryptocurrencies have been the source of much regulatory consternation, resulting in differing definitional outcomes without a single unifying statement. We do not believe our mining activities require registration to conduct such activities and accumulate digital assets. Nevertheless it is likely that regulation in the digital asset industry will increase. On March 9, 2022 President Biden issued an executive order that identified the following objectives forWe cannot be certain of future regulation of digital assets in the United States: (1) protect consumers, investors,regulatory developments or interpretations, and businesses, (2) protect financial stability, (3) mitigate the illicit finance and national security risks posed by misuse of digital assets, (4) reinforce United States leadership in the global financial system and in technological and economic competitiveness, (5) promote access to safe and affordable financial services, and (6) support technological advances that promote responsible development and use of digital assets. The executive order was generally received as a positive for the digital asset industry, especially in the United States, as it appears to seek to foster an environment of innovation for digital assets within some reasonable bounds. This can be seen as similar to moves in the Australian government context, where the government has declared that it is seekingdifficult to better understand digital assetslist or describe all the risks that Mawson may be subject to in order to craft and promulgate better designed regulation, and can be seen as contrasting to the reactions in some jurisdictions, where outright bans and other barriers have been erected against digital assets and cryptocurrencies.

In the past it has also been noted that the SEC, the Commodity Futures Trading Commission (“CFTC”), Nasdaq or other governmental or quasi-governmental agency or organization (including similar authorities in other jurisdictions such as Australia) may conclude that our digital asset mining activities involve the offer or sale of “securities”, or ownership of “investment securities”, and we may face regulation under the Securities Act of 1933, as amended (the “Securities Act”) or the Investment Company Act. Such regulation or the inability to meet the requirements to continue operations, would have a material adverse effect on business, financial condition, results of operations and prospects of our business. Currently in Australia, Bitcoin itself is not considered a financial product nor are digital assets regarded as money or currency for the purpose of Australian law. The effect of any future regulatory change on digital assets or an entity dealing in or holding digital assets is impossible to predict, but such change could be substantial and adverse to the returns sought by us.this space.

Bitcoin is presently legal in Australia and the U.S., however it may become illegal in the future, to acquire, own, hold, sell, exchange, advise on or use Bitcoins in Australia and the U.S. or one or more other countries, and may currently be illegal in some countries.

Regulatory changes or interpretations could cause us (or any of our related entities) to register and comply with new regulations, resulting in potentially extraordinary, recurring or non-recurring expenses to continuing our digital assets business, or entering into new business ventures.

Regulatory changes or interpretations of our activities require us or any of our affiliates to register as a money services business (“MSB”) under the regulations promulgated by FinCEN

The U.S. Bank Secrecy Act (“BSA”) may require us to register and comply with it and its regulations. If regulatory changes or interpretations of our activities require the licensing or other registration as a money transmitter (or equivalent designation) under state law in any state in which we operate, we may be required to seek license or otherwise register and comply with such state law. In the event of any such requirement, to the extent we decide to continue, the required registrations, licenses and regulatory compliance steps may result in extraordinary, non-recurring expenses to us and even in a decision to cease our digital asset infrastructure operations.

To the extent that our activities cause us to be deemed a MSB under the regulations promulgated by the Financial Crimes Enforcement Network (“FinCEN”), a unit of the U.S. Treasury Department focused on money laundering under the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including those that would mandate we implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records. In addition, to the extent that our activities cause us to be deemed a “money transmitter” (“MT”) or equivalent designation, under state law in any state in which we operate, we may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain records and other operational requirements. Currently, the New York State Department of Financial Services has finalized itsrequires a “BitLicense” framework for businesses that conduct “virtual currency business activity,” and the Conference of State Bank Supervisors has proposed a model form ofstatute for state level “virtual currency” regulation, and additional state regulators including those from California, Idaho, Virginia, Kansas, Texas, South Dakota and Washington have made public statements indicating thatwhich may result in other states requiring virtual currency businesses may be required to seek licenses as money transmitters. Several states have finalized, or are in the processes of finalizing, virtual currency regulatory regimes that require money transmitter licenses for virtual currency businesses.  Licensed money transmitters are subject to, among other things, the BSA, restrictions and requirements with respect to the investment of customer funds and use and safeguarding of customer funds and crypto assets, and bonding, net worth, customer notice and disclosure, reporting and recordkeeping requirements applicable to the company, as well as control persons and inspection and examination by state regulatory agencies. In July 2016, North Carolina updated the law to define “virtual currency” and the activities that trigger licensure in a business-friendly approach that encourages companies to use virtual currency and blockchain technology. Specifically, the North Carolina law does not require miners or software providers to obtain a license for multi-signature software, smart contract platforms, smart property, colored coins and non-hosted, non-custodial wallets. Starting January 1, 2016, New Hampshire requires anyone who exchanges a digital currency for another currency to become a licensed and bonded money transmitter. In numerous other states, including Connecticut and New Jersey, legislation is being proposed or has been introduced regarding the treatment of Bitcoin and other digital assets. We will continue to monitor for developments in such legislation, guidance or regulations.

Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses, possibly adversely affecting our business, financial condition, results of operations and prospects. Furthermore, we and our service providers may not be capable of complying with certain federal or state regulatory obligations applicable to MSBs and MTs. If we are deemed to be subject to and determinedetermined not to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate our business. Any such action may materially adversely impact our business, financial condition, results of operations and prospects.

Interpretations may require the regulation of Bitcoins under the Commodity Exchange Act (“CEA”) by the CFTC.

We may be required to register and comply with such regulations. To the extent that we decide to continue operations, the required registrations and regulatory compliance steps may result in extraordinary, non-recurring expenses to us. We may also decide to cease certain operations. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors.

Current and future legislation, CFTC and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which Bitcoins are treated for classification and clearing purposes. In particular, Bitcoin derivatives are not excluded from the definition of “commodity future” by the CFTC. We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoins under the law.

Bitcoins have been deemed to fall within the definition of a commodity and we may be required to register and comply with additional regulation under the CEA, including additional periodic report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator and to register as a commodity pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting our business, financial condition, results of operations and prospects. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect our business, financial condition, results of operations and prospects.

If regulatory changes or interpretations require the regulation of Bitcoins under the Securities Act and Investment Company Act by the SEC, we may be required to register and comply with such regulations.

Current and future legislation and the SEC rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which Bitcoins are treated for classification and clearing purposes. The SEC’s July 25, 2017 Report expressed its view that digital assets may be securities depending on the facts and circumstances. As of the date of this report/information statement, we are not aware of any rules that have been proposed to regulate Bitcoins as securities. Wesecurities, but we cannot be certain as to how future regulatory developments will impact the treatment of Bitcoins under the law. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting our business, financial condition, results of operations and prospects. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect our business, financial condition, results of operations and prospects.

To the extent that digital assets, including Bitcoins and other digital assets we may own, are deemed by the SEC to fall within the definition of a security, we may be required to register and comply with additional regulation under the Investment Company Act, including additional periodic reporting and disclosure standards and requirements and the registration of the combined company as an investment company. Additionally, one or more states may conclude Bitcoins and other digital assets we may own as a security under state securities laws which would require registration under state laws including merit review laws which would adversely impact us since we would likely not be able to comply. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting our business, financial condition, results of operations and prospects. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease all or certain parts of its operations. Any such action would likely adversely affect our business, financial condition, results of operations and prospects and investors may suffer a complete loss of their investment.

We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). Section 404 requires that our management maintain a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. It also requires that our management annually evaluate whether our internal control over financial reporting is effective at providing reasonable assurance and to disclose its assessment to investors. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of MarchDecember 31, 2021,2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified a material weaknessweaknesses in internal control over financial reporting. As a result of the material weaknessweaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as December 31, 2021,2022, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by COSO.

Mawson may not be able to implement adequate controls and procedures in time that adequately respond to the regulatory compliance and reporting requirements that are applicable to us. If Mawson is not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, we may not be able to assess whether our internal control over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our stock.  

In addition, as a smaller reporting company and non-accelerated filer, we are not subject to the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. However, as we grow, we may become subject to the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

If we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, the accuracy and timeliness of the filing of our annual and quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock. In addition, we identified a material weakness in the effectiveness of our internal control over financial reporting which could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.

Future developments regarding the treatment of digital assets for U.S. federal income and foreign tax purposes could adversely impact our business.

Globally, many taxation laws, rules and guidelines have not been developed with digital assets or cryptocurrencies in focus. For example, many significant aspects of the U.S. federal income and foreign tax treatment of transactions involving digital assets are uncertain, and it is unclear what guidance may be issued in the future on the treatment of digital asset transactions for U.S. federal income and foreign tax purposes.

There can be no assurance that the IRS or other foreign tax authorities will not alter their position or introduce new laws, regulations or guidance with respect to digital assets. Any such alteration of existing IRS and other foreign tax authority positions or additional guidance regarding digital asset products and transactions could result in adverse tax consequences for our business and could have an adverse effect on the value of digital asset and the broader digital assets markets. In addition, the IRS and other foreign tax authorities may disagree with tax positions that we have taken, which could result in increased tax liabilities. Future technological and operational developments that may arise with respect to digital currencies may increase the uncertainty with respect to the treatment of digital currencies for U.S. federal income and foreign tax purposes.

Another example of an adverse ruling would be if we were classified as a passive foreign investment company (a “PFIC”) for any taxable year. Based on the current and anticipated composition of our income, assets and operations, and our business generally, we do not expect to be treated as a PFIC for the current taxable year or in the foreseeable future. The application of the PFIC rules to digital assets and transactions related thereto is subject to uncertainty. There can be no assurance that Mawson will not be classified as a PFIC for the current taxable year or for any future taxable year. If Mawson is considered a PFIC then there may be negative tax consequences for U.S. holders of our ordinary shares, as well as being subject to annual information reporting requirements. U.S. holders may wish to consult their tax advisors about the potential application of the PFIC rules to an investment in our ordinary shares.

Regulatory intervention by governments could affect the right to acquire, own, hold, sell, exchange or use Bitcoin or other cryptocurrencies.

Governments have and may take regulatory actions to restrict the right to acquire, own, hold, sell, exchange or use Bitcoin or other cryptocurrencies. For example, it may be, or may become, illegal to accept payment in Bitcoin for consumer transactions and banking institutions could be barred from accepting deposits of cryptocurrencies. Such restrictions would have a negative effect on the value and price of Bitcoin. On the other hand, some governments could decide to subsidize or support certain Bitcoin mining projects, thus adding hashrate to the overall network, and having a material adverse effect on the amount of Bitcoin we may be able to mine, the value of Bitcoin and, consequently, our business, prospects, financial condition and operating results.

We may be subject to material litigation, investigations or enforcement actions by regulators and governmental authorities.

We may become subject to certain claims, legal proceedings (including individual and class actions) and government investigations or enforcement actions, including in the ordinary course of business. Agreements entered into by Mawson sometimes include indemnification provisions which can subject Mawson to costs and damages in the event of a claim against an indemnified third party. Regardless of the merit of particular claims, defending against litigation or responding to government investigations can be expensive, time-consuming, disruptive to operations and distracting to management. If Mawson is unable to successfully defend itself against such claims, then it may become liable to make substantial payments to satisfy judgments, fines or penalties, or alter, delay, limit or cease some or all its business practices. Mawson may suffer damage to our brand and reputation.

Risks Relating to the Ownership of Our Common Stock and Other Common Risks

The trading price of our common stock is likely to continue to be volatile.

The trading price of our common stock has been highly volatile and could continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control. Our common stock has experienced fluctuations due to market dynamics, the Bitcoin downturn, and a Reverse Stock Split. The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Our common stock may be traded by short sellers which may put pressure on the supply and demand for our common stock, further influencing volatility in its market price. Public perception of our company or management and other factors outside of our control may additionally impact Mawson’s stock price

Our financial results may vary significantly from period to period due to fluctuations in our revenue, operating costs and other factors.

We expect our period-to-period financial results to vary based on a variety of factors, which we anticipate will fluctuate due to external factors such as the Bitcoin price and energy costs, may not be consistent or linear between periods. As a result of these factors, quarter-to-quarter comparisons of our financial results may not be useful, and that these comparisons cannot be relied upon as indicators of future performance. Moreover, our financial results may not meet the expectations of equity research analysts, ratings agencies or investors, who may be focused only on short-term quarterly financial results. If any of this occurs, the trading price of our stock could fall substantially, either suddenly or over time.

We may fail to meet our publicly announced guidance or other expectations about our business, which could cause our stock price to decline.

We may provide from time to time guidance regarding our expected financial and business performance. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and our guidance may not ultimately be accurate and has in the past been inaccurate in certain respects, such as the timing of new exahash. Our guidance is based on certain assumptions, and may vary from actual results, If our assumptions are not met or are impacted as a result of various risks and uncertainties, the market value of our common stock could decline significantly.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.Not applicable.

ITEM 2. PROPERTIES.

Our principal place of business is located at 201 Clark Street, Sharon, Pennsylvania 16146 where we have approximately 2,000 feet of office space. The entire Sharon site is approximately 11,800 square feet. Our principal executive offices are located at 97 Pacific Highway North Sydney NSW Australia where we license approximately 710 square feet of office space. We are currently considering our future options should the number of employees required in the head office grow.

We have long term leases for each of our 3 mining facilities. Ourtwo mining facilities at two separate leased properties in Midland and Sharon Pennsylvania USA. Both are located in Georgia USA, Pennsylvania USAformer regional industrial sites which Mawson is bringing back to life. The Midland site was formerly a large steelworks. The Sharon site is solely occupied by Mawson, and New South Wales, Australia.was formerly a [railway logistics yard].

We do not own or lease any other land or buildings. We believe that our existing facilities are suitable and adequate to meet our current business requirements. However, Mawson is growing and, should we require additional or alternative facilities, we believe that such facilities can be obtained in reasonable time frames at commercial rates.

ITEM 3. LEGAL PROCEEDINGS.

 We are currently not, and have not been in the recent past, a party to any legal proceedings which may have or have had in the recent past significant effects on our financial position or profitability. However, we have been in the past, and may be from time to time in the future, named as a defendant in certain routine litigation incidental to our business.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable. 

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Price for our Common StockInformation

Our Common Stock, par value $0.001, trades on The Nasdaq Stock Market LLC under the symbol “MIGI”.

Holders

As of March 15, 2022,17, 2023, there were approximately 271136 stockholders ofon record. The actual number of beneficial owners of our stock is greater than this number of record holders because there are beneficial owners whose shares are held in street name by brokers and other nominees.

Dividend Policy

We have nevernot paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our business. Any future determination to pay cash dividends will be at the discretion of our Board and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as our Board deems relevant. Our ability to pay cash dividends is subject to limitations imposed by state law.

Unregistered Sales of Equity Securities and Use of Proceeds

Other than as set forth elsewhereOn September 29, 2022, Mawson entered into a letter variation relating to some of its Secured Convertible Promissory Notes, with an aggregate principal amount of $3.1 million, which gave those holders the option to elect for pre-payment (including accrued interest to maturity) subject to certain conditions. Payments of the interest were permitted to be made partially in common stock of Mawson, at Mawson’s election. All of the investors included in this Annual Report or as previously disclosed inletter variation elected for the pre-payment option and therefore $3.1 million principal repayments made during November 2022, Mawson issued 104,178 unregistered shares of our filings withcommon stock to the SEC, we did not sell any equity securitiesholders of the Secured Convertible Promissory Notes during January 2023. These shares issued were valued at $0.28 million on the year ended December 31, 2021 in transactionsdate of issuance and represented a partial payment of the interest on the debt.

We believe that were not registered under the Securities Act. The issuance of such securities were made in transactions exempt from registrationforegoing sales qualified for exemption under Section 4(a)(2) of the Securities Act and/or Rule 506Regulation D, as promulgated under the Securities Act, since the issuance of the securities by us did not involve a public offering. The offerings were not “public offerings” as defined in Section 4(a)(2) due to the type of investors, the insubstantial number of investors involved in the offering, the size of the offering, the manner of the offering and number of securities offered. In addition, these security holders represented as to the necessary investment intent as required by Section 4(a)(2) and/or Regulation S promulgated thereunder. D. We did not employ an underwriter in connection with the issuance of the securities described above.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not repurchase any securities in the fourth quarter of the fiscal year covered by this report.

ITEM 6. RESERVED [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read theThe following discussion and analysis of our financial condition and results of operations togetherfor the years ended December 31, 2022 and 2021 should be read in conjunction with our audited annual consolidated financial statements as of December 31, 2021 and December 31, 2020 and accompanyingthe notes appearingto those statements that are included elsewhere in this Annual Report.Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this Annual Report. All amounts are in U.S. dollars.

Pursuant to that certain Certificate of Amendment to the Certificate of Incorporation of the Company dated February 6, 2023 Mawson executed at a ratio of 1-6 reverse stock split of its outstanding common stock and reduced its authorized common stock to 90,000,000 shares, as set forth in the Company’s Current Report on Form 8-K filed February 9, 2023. 

Overview

Mawson is a ‘Digital Asset Infrastructure’ business, which owns and operates (through its majority-owned subsidiary Mawson AU)subsidiaries) modular data centers (“MDCs”) in the United States and Australia.States. We are focused onalso developing the technology to enable us to own and better operate MDCs that are both air-cooled and liquid immersion cooled.MDCs.

Our primary business is the ownership and operation of the digital infrastructure associated with the operation of blockchain applications. Application-Specific Integrated Circuit (“ASIC”) computers known as Miners.Miners enable the ‘mining’ of digital assets such as Bitcoin. We currently operate three sites, with two locations in USA, and a locationone site located in Australia, from whichPennsylvania USA. The Miners we operate our combined business. The Miners are predominately focused on the process of digital mining, specifically for Bitcoin.

In exchange for powering down our systems and curtailing the power we get from the grid in response to instances of high electricity demand, we receive net energy benefits. We also have a contract with our energy provider where we can trade our energy to achieve net energy benefits. We have recognized a derivative asset on our balance sheet for the contract we have with our energy provider, which has been measured at fair value with any changes in fair value recognized in our statement of operations.

We offer ‘hosting’ or ‘co-location’ arrangementsfacilities to other businesses in the digital asset infrastructure industry the opportunity to have their Miners located within our MDCs, whoMDCs. These businesses pay us a fee for the use of our facilities and related services (often based on power consumption).

We also sell new and used crypto currency mining, and MDC equipment on a periodic basis, subject to prevailing market conditions for used equipment.and our surplus production capacity.

As of December 31, 20212022

We continue to conduct research and development in relation to our MDCs which we are actively testing in several configurations and locations to determine the best configuration for both ASIC and alternate computing uses.

In addition, our indirect subsidiary, Cosmos Asset Management Pty Ltd (“Cosmos Asset Management”), is the investment manager of the Bitcoin Wholesale Access Fund, a wholesale, unregistered managed investment scheme Bitcoin Wholesale Access Fund invests in and holds Bitcoin for third party investors and is the manager of the Cosmos Global Digital Miners Access ETF, listed on Cboe in Australia under the code DIGA.

Prior LO2A Business 

Prior LO2A Business

On March 9, 2021, the Company acquired the shares of Cosmos Capital Limited (now known as Mawson Infrastructure Group Pty Ltd)AU in a scripstock for scripstock exchange (“Cosmos(the “Cosmos Transaction”).

Prior to the Cosmos Transaction our main business undertaking was as a clinical-stage biopharmaceutical company focused on the treatment of ophthalmic disorders, including dry eye syndrome.syndrome (our “LO2A business”). However, as part of the Cosmos Transaction, substantially all of the economic benefits of any successful monetization of our LO2A business, if any, will benefit only the holders of contingent value rights (“CVR”) and any contingent right holders.the CVRs. Accordingly, we assessed that the fair value of this asset at the acquisition date was $nil.$0. The asset was therefore assessed as impaired and the prior carrying amount of $23.96 million has been fully expensed in the consolidated statements of operations for the year ended December 31, 2021.

Recent Developments.

Mawson owns 20.06% equity in Distributed Storage Solutions Pty Ltd, an Australian private company operating a blockchain based decentralized storage business, based on the IPFS protocol. The business utilizes Filcoin as part of its operations to generate revenue. Mawson subscribed for 500,000 shares at AUD$1.00 per share. On April 22, 2021, Distributed Storage Solutions Pty Ltd undertook a capital raise to third party investors in Australia at AUD$11.60 per share.

In May 2021, the Company, through its subsidiary Luna Squares LLC (“Luna”), had its first hosting contracts at its facilities in Georgia. The hosting contracts were for an initial single MDC.

On July 5, 2021, the Company consummated the acquisition (the “Acquisition”) of all the outstanding Luna shares, a Delaware limited liability company pursuant to the terms of a (i) Membership Interest Purchase Agreement with Kyle Hoffman (the “Hoffman MIPA”) and (ii) Membership Interest Purchase Agreement with TRS Ventures LLC (the “TRS MIPA”). Under the terms of the Hoffman MIPA, the Company purchased Mr. Hoffman’s membership interests in Luna, which represented 25% of total membership interest in Luna, for a total purchase price of $200,000 paid over two tranches made up of:

(A)  $100,000 which was paid in cash; and 

(B) $100,000 which was paid in shares of the Company’s common stock.

Under the terms of the TRS MIPA, the Company purchased TRS’s membership interests in Luna, which represented 25% of the outstanding membership interests in Luna, for a purchase price of $300,000 paid over three tranches made up of:

(A)  $100,000 which was paid in cash; and

(B) $200,000 which was paid in shares of the Company’s common stock.

Luna leases a 16.35-acre lot in Georgia from the Development Authority of Washington County. The lease term was originally for 1 acre from May 1, 2020, until April 30, 2023. There have been two amendments to the lease to lease an additional 15.35 acres, signed on February 23, 2021 and August 24, 2021. It also includes 5, 3-year extension options bringing the total lease period to run until 2038. 

On August 10, 2021, we issued 46,139,019 shares pre stock split of our common stock at a purchase price of $0.80 per shares for aggregate gross proceeds of $36,911,215 in a private placement to certain accredited investors pursuant to entered into Securities Purchase Agreements dated August 6, 2021.

Mawson listed its common stock on The Nasdaq Stock Market LLC (“Nasdaq”) on September 29, 2021.

On October 22, 2021, MIG No. 1 Pty Ltd (“MIG”), an Australian subsidiary of the Company, entered into an electricity supply and sale agreement (“Electricity Supply Agreement”) with Cape Byron Management Pty Ltd (“CBM”) to enable the Company to operate its first Australian Bitcoin mining site (“Australian Site”). CBM is a subsidiary of Quinbrook Infrastructure Partners Pty Ltd.

On November 1, 2021, the Company listed its first product by its Cosmos Asset Management business on the Cboe market in Australia, under the code ‘DIGA.CXA’.

On February 23, 2022, Luna Squares LLC entered into the Co-Location Agreement with Celsius Mining LLC (“Celsius Mining”), pursuant to which Luna Squares will provideLLC provides a hosting facility, electrical power and internet access to Celsius Mining for the purposes of installing, maintaining and operating Celsius Mining’s ASIC machines (cryptocurrency mining equipment) for a monthly services fee based on power consumption, plus an infrastructure fee, plus a market margin. In addition, Celsius Mining loaned Luna Squares LLC a principal amount of US$20,000,000 (“Principal”), for the purpose of funding the infrastructure required to meet the obligations of the Co-Location Agreement, for which Luna Squares LLC issued a Secured Promissory Note (the “Promissory Note”) in the principal amount equal to the Principal. The Promissory Note accrues interest daily at a rate of 12% per annum. Luna Squares LLC is required to amortize the loan at a rate of 15% per quarter, with principal repayments starting in the third quarter following the closing. The Promissory Note has a maturity date of August 23, 2023. In the event Luna Squares receives cash proceeds from certain sales of assets, Luna Squares would be required to direct such cash proceeds to Celsius Mining, which will applied to the outstanding principal and interest under the Promissory Note.. The Promissory Note includes customary events of default and remedies. In connection with the transaction, Mawson issued to Celsius Mining, warrants to purchase up to 3,850,000 shares of common stock, par value $0.001 per share, of Mawson at an exercise price of US$6.50 per share. The warrant may be exercised at any time after issuance and until the later to occur of the eighteen (18) month anniversary of issuance and the date on which the Promissory Note has been completely repaid. The outstanding loan balance as at December 31, 2022 is $14.0 million.

On March 16, 2022, Luna Squares LLC entered into a lease with respect to a property in the City of Sharon, Mercer County, Pennsylvania with Vertua Property, Inc, a subsidiary entity in which Vertua Ltd has a 100% ownership interest. James Manning, CEO, a director and a significant shareholderstockholder of the Company is also a director of Vertua Ltd and has a material interest in the Sharon lease as a large shareholder of Vertua Ltd. The lease contains market standard legal terms, and will be forhas a term of 5 years,year term, and Luna Squares LLC has 2 options to extend the term for 5 years each. The Audit Committee of the Company has compared the rent and terms to other arms’ length leases the Company has entered into and formed the view the rent is in line with the market for similar properties. Rent is subject to annual increases ofequal to the CPI for the Northeast Region, or 4%, whichever is higher. The base rental amount in the first year is $0.24 million. Depending on power energization and usage, variable additional rent may be payable, per annum, with charges ranging from $500 to $10,000 per month, depending on power energized and whether it is available. Upon the recommendation from the Audit Committee, the directors of the Company, other than James Manning, were made aware of the material facts as to Mr. Manning’s interest in the lease and authorized the Company in good faith to enter the lease after determining the lease to be fair to the Company.

 On May 12, 2022, Luna Squares Texas LLC (our wholly owned subsidiary) entered into an Option Agreement and Gross Profit Agreement with JAI TX, LLC and then signed or took and assignment of 4 leases for properties in Texas (all in close proximity) with the intent to develop MDC facilities for mining Bitcoin. Luna Squares Texas LLC intended to execute relevant power agreements, with the expectation that the four locations could provide a combined 120MW of power. Rent under the leases ranges from $1,500 to $5,227.20 per acre per annum. The lessors include a substantial listed holder of land in Texas, and family groups. Under the Option Agreement, JAI TX, LLC has the option to receive an issue of up to 20% of the membership interests in Luna Squares Texas LLC. The purchase prices will be a share of capital costs equal to the membership interest acquired by JAI TX, LLC, and an amount of Luna Squares Texas LLC’s debt financing in proportion to JAI TX, LLC’s shareholding. In return for certain services provided by JAI TX, LLC, JAI TX, LLC will be entitled to a share of all Electric Reliability Council of Texas program payments paid to Luna Squares Texas LLC (“ERCOT Payment”), as well as a share of the Bitcoin profit from the Texas locations less certain costs, including depreciation. Capital costs for Luna Squares Texas LLC are expected to exceed $4.19m. See further details regarding the sale of Luna Squares Texas LLC below.

On May 27, 2022, Mawson entered into an ATM Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), to sell shares of our common stock, par value $0.001 per share, (the “Shares”) having an aggregate sales price of up to $100 million, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. We will pay Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and have agreed to provide Wainwright with customary indemnification and contribution rights. We will also reimburse Wainwright for certain specified expenses in connection with entering into the ATM Agreement. The ATM Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

During June 2022 Mawson AU Limited entered into a share subscription and equipment sale deed with Tasmania Data Infrastructure Pty Ltd (“TDI”). TDI has a proposed 100% renewable energy Bitcoin Mining facility at the Que River Mine Site in Tasmania, Australia. Mawson AU Limited has agreed to exchange approximately 2,144 ASIC Bitcoin Miners for 107,042,254 fully paid issued shares in TDI.

On September 8, 2022, we entered into a (i) Purchase and Sale Agreement with CleanSpark (as amended, “Purchase Agreement”), and (ii) an Equipment Purchase and Sale Agreement. Pursuant to the Purchase Agreement, CleanSpark assumed from us a lease for approximately 16.35 acres of real property located in Sandersville, Washington County, Georgia, and all personal property situated on the (“Georgia Property”). This transaction closed on October 8, 2022, CleanSpark paid the following consideration to the Company pursuant to the Purchase Agreement: (i) $13.50 million in cash; (ii) 1,590,175 shares of common stock, par value $0.001 per share of CleanSpark (valued at $4.8 million October 7, 2022), and (iii) $6.5 million in Seller financing in the form of promissory notes. The Promissory Note was paid down in full on December 16, 2022. Pursuant to the Equipment Purchase Agreement, CleanSpark purchased from the Company, application-specific integrated circuit miners, and this transaction closed on October 8, 2022 for $9.48 million in cash (which was later reduced to $9.02 million upon reduction in the number of miners). Additional consideration of 1,100,890 shares of CleanSpark Common Stock was paid to the Company pursuant to the Purchase and Sale Agreement after it successfully emptied all required modular data centers on the Georgia Property and made them available for use by CleanSpark. We achieved this on December 30, 2022 and received the shares on January 13, 2023. Further potential consideration of $2 million in cash if CleanSpark is able to utilize at least an additional 150 MW of power on the property by the six month anniversary of the Closing Date.

On March 8, 2023, the Company entered into a Member Interest Purchase Agreement (“MIPA”) as well as an Equipment Purchase and Sale Agreement (“EPSA”) with BMF Holding GP PTE. LTD. (“BMF”). Pursuant to the MIPA, the Company has agreed to sell all its member interests in Luna Squares Texas LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of Company, and holds 4 leases in Texas, and various related contracts. Under the EPSA the Company will sell 59 transformers. Total consideration for this sale was $8.5 million and 400 Ethereum. As part of this transaction Luna Squares Texas LLC acquired all the memberships’ interests in an entity known as JAI TX LLC, which is party to some relevant contracts related to the Texas leases.

Our legacy business was as a clinical-stage biopharmaceutical company focused on the treatment of ophthalmic disorders, including dry eye syndrome. All of the economic benefits of any successful monetization of our LO2A business, if any, would benefit only the holders of contingent value rights (“CVR”) and any contingent right holders. Accordingly we assessed that the fair value of this asset at the acquisition date was $nil. The asset was therefore assessed as impaired and the prior carrying amount of $23.96 million has been fully expensed in the consolidated statements of operations for the year ended December 31, 2021.On March 8, 2021, the Company entered into the Contingent Value Rights Agreement (“CVR Agreement”), pursuant to which certain holders of the CVRs had certain rights to any value created in respect of the LO2A business previously carried on by the Company. Despite the holders’ representative’s good faith endeavors, the holders’ representative was unable to procure a suitable transaction. On March 9, 2023, the CVR Agreement was terminated, and the rights of the CVR holders under that agreement expired at the same time. On February 7, 2023, the Company entered into a share purchase agreement with N.Danenberg Holding (2000) Ltd to sell the Company’s shares or interests in Wize NC Inc, Occuwize Ltd and Wize Pharma Ltd (“Wize Entities”) effective December 31, 2022 in consideration for $10,000. This transaction closed on March 9, 2023. As a result of the sale transaction the Wize Entities were deconsolidated from the group effective December 31, 2022.

COVID-19.

The COVID-19 global pandemic has been unpredictable and unprecedented and is likely to continue to result in significant national and global economic disruption, which may adversely affect our business.unprecedented. The Company relies on equipment supplied by third parties which, like many manufacturing businesses globally, are at risk of supply chain issues. WeWhile the effects of the COVID-19 pandemic have continued to recede, and we currently do not expect any material impact on our long-term development, operations, or liquidity, duewe continue to monitor the COVID-19 pandemic. However, we are actively monitoring this situation and the possible effects on our financial condition, liquidity, operations, suppliers, and industry.situation.

Regulation of Digital Assets

Digital assets and cryptocurrencies are constantly the subject of proposed regulatory oversight. In the USA most proposals relate to the issue of cryptocurrencies, and consumer protections. Some laws have been enacted in North America to limit Bitcoin mining activities in certain regions where the sourceCompany is not active, and no such laws are proposed in the areas where the Company is active, or plans to be active. China [reportedly] banned Bitcoin mining within its borders, which forced many local miners to commence mining activities in neighboring Kazakhstan, taking advantage of much regulatory consternation, resulting in differing definitional outcomes without a single unifying statement.that country’s subsidized power. Due to the influx of mining activity, Kazakhstan was forced to import power from neighboring countries at great cost, however rather than ban mining activities the government has sought to minimize the negative effects of mining by issuing mining licenses and conditioning mining activity. We do not believe our mining activities require licensing or registration or any kind, including to conduct suchmining activities and selling of digital assets produced. Mawson does not accumulate or hold large amounts of digital assets. Nevertheless itassets for prolonged periods. It is likely that regulation in the digital asset industry will increase. Ownership

In the past it has also been noted that the SEC, the Commodity Futures Trading Commission (“CFTC”), Nasdaq or other governmental or quasi-governmental agency or organization (including similar authorities in other jurisdictions such as Australia) may conclude that our digital asset mining activities involve the offer or sale of Bitcoin“securities”, or ownership of “investment securities”, and we may face regulation under the Securities Act of 1933, as amended (the “Securities Act”) or the Investment Company Act of 1940. Such regulation or the inability to meet the requirements to continue operations, would have a material adverse effect on business, financial condition, results of operations and prospects of our business. The effect of any future regulatory change, including tax treatment, on digital assets or an entity dealing in or holding digital assets is presently legal in Australiaimpossible to predict, but such change could be substantial and adverse to our financial returns. 

Environment, Sustainability, Governance

Mawson has a strategy to source renewable or sustainable sources of energy, including carbon-neutral or low carbon emissions sources for the U.S., howevermajority of its operations. This is a key criteria when analyzing a new site for acquisition, or selling an existing site. Mawson believes it may become illegalcan make a positive contribution towards lowering carbon emissions by supporting low-emissions power sources.

The Company can provide, and has provided, electricity grid stability by curtailing its power usage during times of high power prices through its Energy Markets Program, for example through its membership in the future,PJM Market, and various demand response programs where they are available.

The Company recognizes the challenges posed by climate change, including regulatory, increased costs, and adverse weather events, and seeks to acquire, own, hold, sell, exchange, advise onmitigate these risks by for example ensuring that it is informed of regulatory changes, keeping involved with industry groups and thought leaders, and ensuring that physical mitigation steps are undertaken, such as during the process if selecting sites in lower risk climates and regions (i.e. cooler climates, less prone to flooding, cyclones or use Bitcoins in Australiawildfires), and then ensuring that the U.S.construction of the sites takes into account potential climate or one or more other countries, and may currently be illegal in some countries. Regulatory changes or interpretations could cause us (or any of our related entities) to register and comply with new regulations, resulting in potentially extraordinary, recurring or non-recurring expenses to continuing our digital assets business, or entering into new business ventures.  weather-related events.

Results of Operations

Revenue

Cryptocurrency mining revenues from production for the yearyears ended December 31, 2022 and 2021 and 2020 were $38.45$43.11 million and $4.45$38.45 million respectively. This represented an increase of $34.00$4.65 million or 764%12% over the year. The increase in mining revenue for the year was primarily attributable to higher Bitcoin values in the 2021 period combined with an increase in the total Bitcoin produced. Bitcoin produced, totaledin total 1,342.59 were produced in 2022 compared with 808.88 in 2021 compared with 417.32 in the 20202021 period, or an increase of 94%66% of Bitcoin produced over the respective period. DuringThis increase is offset by an decrease in the year our maximum hash rate reached 0.83 EH verses 0.16 EH in 2020.average price of Bitcoin, in the 2022 period the average price was $28,205 whereas in the 2021 period the average price was $47,390, or a 40% decrease in the average Bitcoin price over the respective period.

Hosting co-location revenue for the year ended December 31, 2022 and 2021 were $13.34 million and 2020 were $0.85 million and $nil respectively. This increase is due there being no co-location revenueto an increase in the prior year.number of co-location customers that we hosted during the year ended December 31, 2022.

Sales of crypto currency mining equipment for the year ended December 31, 2022 and 2021 were $14.24 million and $2.16 million, and no sales were recorded in 2020.respectively.

Other revenueNet energy benefits (which comprises curtailment income and sale of excess energy to the grid) for the yearyears ended December 31, 2022 and 2021, and 2020 were $2.41$13.70 million and $nil$0 respectively. This revenueincrease is due to there being no income from energy contracts in relation to research and development tax refund.the 2021 period because we did not offer this service at that time.

Operating costs and expenses

Our operating costs and expenses include cost of revenues; selling, general and administrative expenses; share based payments; and depreciation and amortization.

Cost of revenues

Our cost of revenue consists primarily of: direct power costs related to cryptocurrency mining and hosting, and cost of mining equipment sold.

Cost of revenues for the year ended December 31, 2022 and 2021 and 2020 were $9.90$47.72 million and $3.16$9.90 million, respectively. The increase in cost of revenue was primarily attributable to:to an increase in power costs related to energy costs to operate the increase in the deploymentmining equipment within our owned and operation of cryptocurrency mining hardware. Included in our cost of revenues is any costs associated with offsetting carbon emissions.hosting facilities.

Selling, general and administrative

Our selling, general and administrative expenses consist primarily of professional and management fees relating to: accounting, payroll, audit, and legal; research and development;equipment repairs; marketing; consultant fees; lease amortization and general office expenses.

Selling, general and administrative expenses for the yearyears ended December 31, 2022 and 2021 and 2020 were $16.06$25.85 million and $2.48$16.06 million respectively. The increase in selling, general and administrative expenses were attributable to a number of factors; payroll expensescosts increased by $2.74$6.24 million due to an increase in employee numbersnumbers; equipment repairs increased by $2.11 million; lease amortization increased by $1.18 million due to new leases entered into during the year; legal and consultant fees increased year on year by $2.30 million which is primarily due to one-off professional fees relating to the Cosmos Transaction, IPO and scale up of operations; freightmarketing expense increased by $1.35$1.0 million representing theand there was an increase in property business insurance by $0.8 million. These increases were partially offset by: a decrease in freight expenses by $1.37 million; a decrease in research and equipment purchases during the year.development expenses by $1.08 million; and a decrease in legal expenses by $0.8 million. The remaining increase in expenses relates to the increase in the scale of business operations during the year.

Share based payments

Share based payments consist of: the value of shares required to be issued to Incentive Compensation Program participants under the Cosmos Transaction Bid Implementation Agreement; and the value of warrants issued to HC Wainwright and W Capital as a fee related to the acquisition by Mawson of Mawson AU. The initial expense was recognized in the financial statements for Mawson AU for the period ended December 31, 2021, however as a result of the conversion from options to warrants as part of the Cosmos Transaction, the Company was required to recognize the incremental expense of the W Capital warrants.

Share based payments

Share based paymentspayment expenses for the year ended December 31, 2022 and 2021 were $3.01 million and 2020 were $22.49 million and $nil respectively. In the year to December 31, 2022, share based payments were largely attributable to costs recognized for warrants issued to Celsius Mining LLC amounting to $1.67 million and $1.26 million in relation to long-term incentives for the Company’s leadership team. Whereas in December 31, 2021 share based payments were largely attributable to HC Wainwright Warrants $6.18 million, W Capital Warrants of $5.78 million, $10.00 million for amounts related to the obligation of Mawson to issue RSU’s pursuant to the terms of the Bid Implementation Agreement for the Cosmos Transaction and $0.33 million costs recognized in relation long-term incentives for the leadership team.

Depreciation and amortization

Depreciation consists primarily of depreciation of cryptocurrency mining hardware and modular data center (MDC) equipment.

Depreciation and amortization for the year ended December 31, 2022, and 2021 and 2020 were $14.11$63.20 million and $4.62$14.11 million, respectively. The increase is primarily attributable to the new machinesminers and MDCs which are beinghave been procured and have come into the ownership ofuse by the Company in the year ended December 31, 2022 being greater than in the year ended December 31, 2021, and the application of a revised estimate of the diminishingof the useful life of miners with effect from December 1, 2022 to better reflect the pattern of consumption the change being effected by changing the method of depreciation from reducing balance to the straight line method from that date.

Change in fair value method, resulting inof derivative asset

During the year ended December 31, 2022, there was a higher depreciation expensechange in the initial monthsfair value of mining equipment operation.

the derivative asset by $11.30 million in relation to our power pricing arrangements.

Non-operating income/(expense)expense

Non-operating expenses consist primarily of interest expense, net realized and unrealized losses on foreign currency remeasurement,transactions, impairment of financial assets, loss on write-offwrite off of property plant and equipment, fair value loss on investments, and share of net losslosses of associatesequity accounted for using the equity method.investments.

During 2021,the year ended December 31, 2022, the realized and unrealized lossesloss on foreign currency remeasurement were $0.93transactions was $6.67 million, whereas in priorand for the year ended December 31, 2021, there was a gainloss of $0.83 million causing a $1.76 million increased expense in the period. $0.93 million.

Interest expense increased byfor the year ended December 31, 2022 and 2021 were $6.06 million and $1.64 million, respectively. This was an increase of $4.42 million which was attributable to the interest costs charged on the new loans taken out with Foundry DigitalCelsius Mining LLC, and Marshall Investments MIGW Capital Advisors Pty Ltd duringand the year.Secured Convertible Promissory Notes issued in July of 2022. 

There was a loss from the write off of property and equipment for the years ended December 31, 2022 and 2021 of $1.56 million and $0.47 million respectively.

Non-operating income consists primarilyThere was an impairment of net realized gains on foreign currency transactionsfinancial assets during the year to December 31, 2022 of $3.38 million, $2.06 million related to the equity accounted investment TDI, $1.13 million is related to the equity accounted investment Cosmos Asset Management Pty Ltd and fair value$0.19 million in relation to the deconsolidation of investments.the Wize Entities.

Realized gain (losses)There was fair value loss on foreign currency transactions increased by $0.84investments of $1.69 million during the year to December 31, 2022, this was in relation to the decrease in the share price of the investment held in CleanSpark, a NASDAQ listed company.

There were losses recognized for the share of losses in relation to equity accounted investments of $1.25 million and $0.37 million for the year ended December 31, 2022 and 2021 respectively. The current year loss related to the equity accounted investment in TDI whereas the prior year loss related to the equity accounted investment Distributed Storage Solutions Pty Ltd (“DSS”).

Non-operating income

Non-operating expenses consist primarily of profit on the sale of our Georgia site and other income.

During the year ended December 31, 2022, there was a fair value gainprofit of site of $8.28 million. This sale was in relation to the sale of our Georgia bitcoin mining site which was sold to CleanSpark on the investment in Bonus Bio Group of $0.59 million. October 7, 2022.

During the year ended December 31, 2022, there was other income recognized which mainly consisted of the license of our intellectual property of $1.46 million and $0.53 million for curtailment income. The license of our intellectual property relates to consulting and advisory services to enable TDI to build a facility in Tasmania, Australia.

Net loss available to Common Shareholders

As a result of the foregoing, the Company recognized a net loss for the yearyears ended December 31, 2022 and 2021 and 2020 of $44.96$52.76 million and $5.03$44.96 million, respectively.

Non-GAAP Financial Measures

The Company utilizes a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing its overall business performance, for making operating decisions and for forecasting and planning future periods. The Company considers the use of non-GAAP financial measures helpful in assessing its current financial performance, ongoing operations and prospects for the future. While the Company uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, the Company does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. Consistent with this approach, the Company believes that disclosing non-GAAP financial measures to the readers of its financial information provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance. Investors are cautioned that there are inherent limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in the company’s financial results for the foreseeable future. In addition, other companies, including other companies in the Company’s industry, may calculate non-GAAP financial measures differently than the Company does, limiting their usefulness as a comparative tool.

The Company is providing supplemental financial measures for (i) non-GAAP adjusted earnings before interest, taxes, depreciation and amortization, or (“adjusted EBITDA”) that excludes the impact of interest, taxes, depreciation, amortization, share-based compensation expense, LO2A write-back, unrealized gains/losses on share of associates, and certain non-recurring expenses. We believe that adjusted EBITDA is useful to investors in comparing our performance across reporting periods on a consistent basis.

Liquidity and Capital Resources

General

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. For the year ended December 31, 2021,2022, we financed our operations primarily through:

During the year ended December 31, 2022 we repaid $28.0 million of principal payments against the historical facilities provided by Foundry, Celsius, Marshall, W Capital and the convertible notes.

We believe our working capital requirements will continue to be funded through a combination of the cash we expect to generate from future operations, our existing funds, external debt facilities available to us and further issuances of shares. These are expected to be adequate to fund our operations over the next twelve months. In addition, the Company has access to equity financing through the ATM offering facility entered in May 2022. For our business to grow it is expected we will continue investing in mining equipment, but we are likely to require additional capital in either the short-term or long-term.

Working Capital and Cash Flows

As of December 31, 2021,2022, and December 31, 2020,2021, we had cash and cash equivalent balance of $5.47$0.95 million and $1.11$5.47 million in cash and cash equivalents, respectively.

As of December 31, 2021,2022, and December 31, 2020,2021, the trade receivables balance was $5.61$10.46 million and $0.62$5.61 million respectively.

As of December 31, 2021,2022, we had $11.10$23.61 million of outstanding short-term loans,borrowings, and as of December 31, 2020,2021, we had $0.29$11.10 million of short-term borrowings. The short-term borrowings as of December 31, 2021,2022, relate to Celsius Mining LLC, W Capital Advisors Pty Ltd, the acquisition of cryptocurrency mining equipment, under the Foundry agreements.secured convertible promissory notes issued to investors and Marshall Investments MIG Pty Ltd. As of December 31, 2021,2022, and as of December 31, 2020,2021, we had $7.64$4.51 million and $14,000$7.64 million, respectively, of outstanding long-term borrowings. The long-term borrowings as of December 31, 2021, primarily2022, relate to the secured Loan Facilityloan facility with Marshall Investments MIG Pty Ltd.

As of December 31, 2022, we had negative working capital of $15.17 million and as at December 31, 2021, we had negative working capital of $8.63 million and as at December 31, 2020, we had negative working capital of $0.46 million. The decrease in working capital was primarily attributable to an increase in the Company’s short term and long-term borrowings during 2021,2022, as compared to 2020.2021.

The following table presents the major components of net cash flows (used in)/provided by operating, investing and financing activities for the year ending December 31, 20212022 and 2020:2021:

For the year ended December 31, 2021,2022, net cash provided by operating activities was $22,953,792$14,256,294 and for the year ended December 31, 2020,2021, net cash used in operating activities was $185,097.$22,953,792. The increasedecrease in net cash provided by operating activities was primarily attributable to timing differences in trade and other receivables and trade and other payables.

For the year ended December 31, 2021,2022, and 2020,2021, net cash used in investing activities was $128,247,751$32,540,422 and $5,536,836,$128,247,751, respectively. The increasedecrease in net cash used in investing activities was primarily attributable to the increasedecrease in the acquisition of cryptocurrency mining equipment.

For the year ended December 31, 2021,2022, and 2020,2021, net cash provided by financing activities was $109,854,460$13,986,496 and $6,229,882,$109,854,460, respectively. The increasedecrease in net cash provided by financing activities was primarily attributable to proceeds from the capital raises which occurred in the prior period.

Recently Issued Accounting Pronouncements

For information with respect to recent accounting pronouncements, see Note 2s2v to our audited consolidated financial statements for the year ended December 31, 2021.2022.

Critical Accounting Policies

Revenue Recognition – Digital asset mining revenue

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Five steps are required to be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

There is currently no specific definitive guidance in U.S. GAAP or alternative accounting frameworks for the accounting of managing digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of revenue for such operations.

The Company has entered into a contract with various mining pools and has undertaken the performance obligation of providing computing power in exchange for non-cash consideration in the form of cryptocurrency. The provision of computing power is the only performance obligation in the Group’sCompany’s contract with its pool operators. In certain pools the amount of reward for computing power depends on the pool’s success in mining blocks. In other pools, the amount of reward includes no such contingency, although the fees payable to such pools are typically higher as a result. Where the consideration received is variable (for example, due to payment only being made upon successful mining), it is recognized when it is highly probable that the variability is resolved, which is generally when the cryptocurrency is received.

The Company measures the non-cash consideration received at the fair market value of the cryptocurrency received. Management estimates fair value on a daily basis, as the quantity of cryptocurrency received multiplied by the price quoted on the crypto exchanges that the Company uses to dispose of cryptocurrency on the day it was received.

Property and equipment

Property and equipment are stated at cost, net of accumulated depreciation. The cost includes any cost of replacing part of the property and equipment with the original cost of the replaced part being derecognized. All other repair and maintenance costs are recognized in profit or loss incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Property, plant and equipment transferred from customers is initially measured at the fair value at the date on which control is obtained.

The depreciable amount of all fixed assets is depreciated on a straight-line or declining balance basis based on the asset classification, over their useful lives to the economic entity commencing from the time the assets arrive at their destination where they are ready for use.

Low-cost assets are capitalized and immediately depreciated. Depreciation is calculated over the following estimated useful lives of the assets as follows:lives:

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognized.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

The Company changed its policy in relation to freight costs in relation to processing machines with effect from October 1, 2021. Prior to this date these costs were expensed to the statement of operations and profit and loss, and afterwards these costs are capitalized into processing machinery. This change resulted in an increase in processing machines onin the balance sheet of $2.59 million$3,130,638 as at December 31, December 2021,2022, and an increase in the depreciation charge to the consolidatedyear to December 31, 2022 statement of operations and profit and loss of $0.14 million$84,735 over the prior treatment.

The Company’s long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”ASC”) 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the years ended December 31, 2021, and 2020, no impairment losses have been identified.

Reverse Asset Acquisition

On March 9, 2021, the Company acquired the shares of Cosmos Capital Limited (now known as Mawson Infrastructure Group Pty Ltd) in a scrip for scrip exchange. This transaction has been accounted for as a reverse asset acquisition. This transaction reverse asset acquisition and the associated impact is referred to as the Cosmos Transaction. Refer to note 4.

Under the terms

Fair value of the Cosmos Transaction Bid Implementation Agreement, the Company was required to make share based payments consistingand recognition of up to 40,000,000 shares under an Incentive Compensation Program and warrants issued to HC Wainwright as a fee related to the acquisition by Mawson of Mawson AU. In addition, Mawson AU had an outstanding obligation to W Capital Advisors Pty Ltd (“W Capital”) for options over the equity of Mawson AU which was terminated for consideration of warrants over the Company’s shares being issued to W Capital.revenue from financial instruments:

The Company accounts for financial instruments under FASB Accounting Standards Codification Topic (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 — assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

Level 1 Assets:

The Company held 50 million shares in DXN Limited (“DXN”), an Australian Securities Exchange (“ASX”) listed company as at December 31, 2021. This was recorded at fair value with changes in fair value recognized in the accompanying unaudited condensed consolidated statements of operations. The fair value of the DXN investment is classified in Level 1 of the fair value hierarchy as it is quoted on an active market, that being the ASX. During the year ended December 31, 2022, the Company sold all its shares in DXN.

The Company holds 1.59 million shares in CleanSpark, as at December 31, 2022. This was recorded at fair value with changes in fair value recognized in the accompanying consolidated statements of operations. The fair value of the CleanSpark investment is classified in Level 1 of the fair value hierarchy as it is quoted on an active market, that being the Nasdaq.

Level 3 Assets:

Power Supply Agreement

In June 2022, the Company entered into a Power Supply Agreement with Energy Harbor LLC, the energy supplier to the Company’s Pennsylvania facility, to provide the delivery of a fixed portion of the total amount of electricity for a fixed price through to December 2026. If the Pennsylvania facility uses more electricity than contracted, the cost of the excess is incurred at a new price quoted by Energy Harbor LLC.

While the Company manages operating costs at the Pennsylvania facility in part by periodically selling unused or uneconomical power back to the market, the Company does not consider such actions trading activities. That is, the Company does not engage in speculation in the power market as part of its ordinary activities. Because the sale of any electricity under a curtailment program allows for net settlement, the Company has determined the Power Supply Agreement meets the definition of a derivative under ASC 815, Derivatives and Hedging, (“ASC 815”). However, because the Company has the ability to sell the power back to the grid rather than take physical delivery, physical delivery is not probable through the entirety of the contract and therefore, the Company does not believe the normal purchases and normal sales scope exception applies to the Power Supply Agreement. Accordingly, the Power Supply Agreement (the non-hedging derivative contract) is recorded at estimated fair value each reporting period with the change in the fair value recorded in change in fair value of derivative asset in the consolidated statements of operations (refer to fair value of financial instruments policy).

The Power Supply Agreement was classified as a derivative asset from the quarter ended 30 June 2022 and measured at fair value on the date of Power Supply Agreement, with changes in fair value recognized in the accompanying unaudited condensed consolidated statements of operations. The estimated fair value of the Company’s derivate asset is classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation. Specifically, the Company’s discounted cash flow estimation models contain quoted commodity exchange spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the term of the Power Supply Agreement, which ends in December 2026. In addition, the Company adopted a further discount rate of approximately 20% above the terminal value of the observable market inputs, but also includes unobservable inputs based on qualitative judgment related to company-specific risk factors. The terms of the Power Supply Agreement require pre-payment of collateral, calculated as forward cost based on the market cost rate of electricity versus the fixed price stated in the contract.

Share based payments

The Company follows FASB Codification Topic ASC 718-10 Compensation-Stock Compensation. The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company determines the grant date fair value of the restricted stock units (“RSUs”) and options using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility computes stock price volatility over expected terms based on its historical common stock trading prices. Risk–free interest rates are calculated based on the implied yield available on U. S. 10-year Treasury bond.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, we have elected not to provide the disclosure required by this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

All information required by this item is included in Item 15 of Part IV of this Annual Report and is incorporated into this item by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 1I)15(e)) and 15d- 15I15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 20212022, due to the material weaknesses in our internal control over financial reporting described below. Management’s assessment of the effectiveness of our disclosure controls and procedures is expressed at a level of reasonable assurance because management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed our internal control over financial reporting as of December 31, 2021,2022, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to remediate our material weakness or if we fail to establish and maintain an effective system of internal control over financial reporting, we may not be able to report our financial results accurately or to prevent fraud. Failing to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, the accuracy and timeliness of the filing of our annual and quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

The material weaknesses identified are described below.

Significant Reliance on Key Individuals. There is inadequate segregation of duties in place related to itsour financial reporting and other management review and oversight procedures due to the lack of sufficient accounting personnel. This is not inconsistent with similar small fast-growing organizations. This gives rise to the risk of lack of ability to react in a timely manner to operations issues and meet increased US GAAP/PCAOB/SOX/SEC registrant requirements. In addition, this poses the risk that compliance and other reporting obligations are not adequately dealt with.with in an adequate manner. 

Controls over the financial statement close and reporting process. Due to insufficient accounting personnel and insufficient resources with U.S. GAAP technical accounting knowledge, controlsControls were not adequately designed or implemented in the financial statement close and reporting process. This includes controls related to complex and judgmental accounting transactions including business acquisitions and divestures, derivatives, manual journal entries, account reconciliations and financial statement policies and disclosures. 

Information and Technology Controls. There are control deficiencies related to information technology (“IT”) general controls that aggregate into a material weakness. Deficiencies identified include lack of controls over access to programs and data, program changes, program development, program changes and general IT controls. 

Data from third parties. The Company did not properly execute its designed controls to ensure that data received from third parties is complete and accurate. Such data is relied on by the Company in determining amounts pertaining to mining and hosting revenue, net energy benefits, and cryptocurrency assets. 

Fixed asset verification. The Company did not properly execute its designed controls around physical asset verification at US mining sites. Together with system limitations, restricting tracking of fixed asset movements, there is a risk around the existence of fixed assets. The root cause is the lack of sufficient capable personnel to perform physical asset inspections, combined with system limitations. 

Notwithstanding the identified material weaknesses and management’s assessment that our internal control over financial reporting was not effective as of December 31,2021,31, 2022, management believes that the consolidated financial statements included in this Annualquarterly Report on Form 10-K10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with generally accepted accounting principles. We rely on the assistance of outside advisors with expertise in these matters in preparing the financial statements.

Information and Technology Controls. There are control deficiencies related to information technology (“IT”) general controls that aggregate into a material weakness. The inadequate design of these IT general and application controls prevent the system from providing complete and accurate information consistent with financial reporting objectives. Deficiencies identified include lack of controls over access to programs and data, program changes, program development, program changes and general IT controls.

Data from third parties. The Company did not properly design or implement controls to ensure that data received from third parties is complete and accurate. Such data is relied on by the Company in determining amounts pertaining to revenue and cryptocurrency assets is complete and accurate.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting as we are a smaller reporting company under the rules of the SEC for the year ended December 31, 2021.

Remediation

Remediation

Our Board of Directors and management take internal control over financial reporting and the integrity of our financial statements seriously. ManagementOur management continues to work to improve its controls related to our material weaknesses. Since March 9, 2021, withWith the oversight of senior management and our audit committee, we have begun taking steps and plan to take additional measurescontinue to remediate the underlying causes of the identified material weaknesses, primarily through the performance of a risk assessment process; the development and implementation of formal, documented policies and procedures, improved processes and control activities (including an assessment of the segregation of duties); as well as the hiring of additional finance personnel for specific roles such as financial reporting. During the fourth quarter of the year ended December 31, 2022, we made the following changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting:

However, the

The material weaknesses in our internal control over financial reporting will not be considered remediated until other ITGCs and process-levelas controls did not operate for a sufficient period of time and canup to the end of the financial year, to be tested for and concluded on for effectiveness.

Remediation efforts for upcoming financial year will be focused on refining and implementing the remainder of controls and validating the effectiveness of implemented controls using criteria set forth by management to be designed and operating effectively.Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control. We cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. In addition, we continue to evaluate and work to improve our internal control over financial reporting related to the identified material weaknesses, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above.

Changes in Internal Controlinternal control over financial reporting

Except for the remedial measures described above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Information required to be disclosed by this Item with respect to our executive officers is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Directors, Named Executive Officers and Corporate Governance” contained in our definitive proxy statement for our 20222023 annual stockholder meeting, which we intend to file within 120 days of the end of our fiscal year ended December 31, 2021.2022.

ITEM 11. EXECUTIVE COMPENSATION.

Information required to be disclosed by this Item with respect to our executive officers is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Executive Compensation” contained in our definitive proxy statement for our 20222023 annual stockholder meeting, which we intend to file within 120 days of the end of our fiscal year ended December 31, 2021.2022.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information required to be disclosed by this Item with respect to our executive officers is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” contained in our definitive proxy statement for our 20222023 annual stockholder meeting, which we intend to file within 120 days of the end of our fiscal year ended December 31, 2021.2022.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.

Information required to be disclosed by this Item with respect to our executive officers is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Certain Relationships and Related Transactions, and Director Independence” contained in our definitive proxy statement for our 20222023 annual stockholder meeting, which we intend to file within 120 days of the end of our fiscal year ended December 31, 2021. 2022. 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Information required to be disclosed by this Item with respect to our executive officers is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Principal Accountant Fees and Services” contained in our definitive proxy statement for our 20222023 annual stockholder meeting, which we intend to file within 120 days of the end of our fiscal year ended December 31, 2021.2022.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Index to Exhibit and Financial Statement Schedules

(1) Financial Statements.

The following consolidated financial statements are filed as part of this Annual Report:

MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2021

U.S. DOLLARS

INDEX