UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 26, 2023
Mawson Infrastructure Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40849 | | 88-0445167 |
(State or other jurisdiction of incorporation) | |
(Commission File Number) | |
(IRS Employer Identification No.) |
201 Clark St Sharon PA 16146
Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (412) 515-0896
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Stock, $0.001 par value | | MIGI | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
On December 26, 2023, Mawson Infrastructure Group (the "Company") entered into an Addendum to the Employment Agreement executed by the Company and its CEO and President Rahul Mewawalla (“Executive”) on May 22, 2023.
The Addendum is intended to reflect that the Company did not make certain equity grants per the terms and timelines it was obligated to the Executive and provides benefits to the Executive to compensate the Executive. The Addendum provides for the Executive receiving fully vested restricted stock unit awards in calendar year 2024, but no later than October 31, 2024 as per the Addendum. The Addendum also updates certain provisions of the Employment Agreement as per the Addendum. The description set forth above is qualified in its entirety by reference to the form of the Addendum attached hereto.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Mawson Infrastructure Group Inc. |
| | | |
| Date: December 29, 2023 | By: | /s/ Greg Martin |
| | | Greg Martin |
| | | Chairman of the Board |
