Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 18, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Mawson Infrastructure Group Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 486,733,566 | |
Amendment Flag | false | |
Entity Central Index Key | 0001218683 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-52545 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 3,385,277 | $ 1,112,811 |
Prepaid expenses | 40,398 | 11,500 |
Trade and other receivables | 1,271,877 | 615,145 |
Cryptocurrencies | 578,086 | 15,061 |
Total current assets | 5,275,638 | 1,754,517 |
Property and equipment, net | 7,794,544 | 7,015,285 |
Equipment deposits | 18,045,720 | |
Financial assets | 1,439,659 | |
Security deposits | 1,173,544 | 969,423 |
Operating lease right-of-use asset | 37,257 | 41,703 |
Trademarks | 15,813 | |
TOTAL ASSETS | 33,766,362 | 9,796,741 |
Current liabilities: | ||
Trade and other payables | 2,176,833 | 1,882,247 |
Lease liability | 39,859 | 44,637 |
Borrowings | 1,280,359 | |
Shareholder loans | 290,978 | |
Total current liabilities | 3,497,051 | 2,217,862 |
Paycheck protection program loan | 14,000 | 14,000 |
TOTAL LIABILITIES | 3,511,051 | 2,231,862 |
Common stock (500,000,000 authorized, 486,733,566 issued and outstanding $0.001 par value shares). Series A preferred stock (1,000,000 authorized shares; 178,000 issued and outstanding at 31 March 2021) | ||
Contingencies | ||
Shareholders’ equity: | ||
Additional paid-in capital | 94,712,138 | 35,110,000 |
Share subscription receivable | (16,690) | |
Accumulated other comprehensive income (loss) | (5,290,862) | (1,341,826) |
Accumulated deficit | (59,182,034) | (26,159,539) |
TOTAL SHAREHOLDERS’ EQUITY | 30,239,242 | 7,591,945 |
Non-controlling interest | 16,069 | (27,066) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 33,766,362 | $ 9,796,741 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock authorized | 500,000,000 | 500,000,000 |
Common stock issued | 486,733,566 | 486,733,566 |
Common stock outstanding | 486,733,566 | 486,733,566 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Series A preferred stock authorized | 1,000,000 | 1,000,000 |
Series A Preferred Stock issued | 178,000 | 178,000 |
Series A preferred stock outstanding | 178,000 | 178,000 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Cryptocurrency mining revenue | $ 5,120,014 | $ 770,461 |
Sale of crypto currency mining equipment | 1,877,613 | |
Total revenues | 6,997,627 | 770,461 |
Operating cost and expenses: | ||
Cost of revenues | 2,372,781 | 449,897 |
Selling, general and administrative | 2,882,626 | 476,149 |
LO2A write offs | 23,963,050 | |
Share based payments | 14,795,403 | |
Depreciation and amortization | 1,314,899 | 1,357,485 |
Total operating expenses | 45,328,759 | 2,283,531 |
Loss from operations | (38,331,132) | (1,513,070) |
Other income (expense): | ||
Realized gain (losses) on foreign currency transactions | 1,028,621 | (852) |
Unrealized gain (losses) on foreign currency remeasurement | (1,690,303) | 889,843 |
Realized gain (loss) on sale of digital currencies | 93,613 | (14,309) |
Other income | 379,128 | 108,895 |
Loss before income taxes | (38,520,073) | (529,493) |
Income tax expenses | ||
Net loss | (38,520,073) | (529,493) |
Profit attributable to Non-Controlling interest | 43,135 | |
Net loss attributed to Mawson Infrastructure Group shareholders | $ (38,563,208) | $ (529,493) |
Net Loss per share, basic & diluted (in Dollars per share) | $ (0.087) | $ (0.080) |
Weighted average number of shares outstanding (in Shares) | 442,664,781 | 6,578,672 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Stockholders’ Equity (Unaudited) - USD ($) | Series A Preferred Stock | Common Stock | Common Stock | Share Subscription Receivable | Additional Paid- in- Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Mawson Stockholders’ Equity | Non- controlling interest | Total |
Balance at May. 22, 2019 | ||||||||||
Net Loss | (1,314,217) | (1,314,217) | ||||||||
Comprehensive loss | (345,182) | (345,182) | ||||||||
Issuance of stock options | ||||||||||
Issuance of common shares | (459,062) | 9,091,800 | 8,632,738 | |||||||
Issuance of common shares (in Shares) | 6,578,672 | |||||||||
Balance at Dec. 31, 2019 | (459,062) | 9,091,800 | (345,182) | (1,314,217) | 6,973,339 | |||||
Balance (in Shares) at Dec. 31, 2019 | 6,578,672 | |||||||||
Net Loss | (529,493) | (529,493) | ||||||||
Comprehensive loss | (866,663) | (866,663) | ||||||||
Issuance of stock options | ||||||||||
Issuance of common shares | ||||||||||
Balance at Mar. 31, 2020 | (459,062) | 9,091,800 | (1,211,845) | (1,843,710) | 6,036,245 | |||||
Balance (in Shares) at Mar. 31, 2020 | 6,578,672 | |||||||||
Balance at Dec. 31, 2020 | (16,690) | 15,298,926 | (1,341,826) | (6,348,465) | $ 7,591,945 | (27,066) | 7,591,945 | |||
Balance (in Shares) at Dec. 31, 2020 | 7,539,275 | |||||||||
Exchange of common stock of Cosmos Capital Limited for common stock of Wize Pharma Inc., adjusted to reflect the Exchange Ratio | $ 0 | $ 428,271 | 428,271 | 428,271 | ||||||
Exchange of common stock of Cosmos Capital Limited for common stock of Wize Pharma Inc., adjusted to reflect the Exchange Ratio (in Shares) | 178 | (7,539,275) | 428,270,616 | |||||||
Acquisition of Wize Pharma Inc. | $ 33,053 | (5,436,541) | (5,403,488) | (5,403,488) | ||||||
Acquisition of Wize Pharma Inc. (in Shares) | 33,052,951 | |||||||||
Issuance of Common stock of Mawson Infrastructure Group, Inc., in a PIPE transaction upon the consummation of the Business Combination | $ 25,000 | 2,975,000 | 3,000,000 | 3,000,000 | ||||||
Issuance of Common stock of Mawson Infrastructure Group, Inc., in a PIPE transaction upon the consummation of the Business Combination (in Shares) | 25,000,000 | |||||||||
Issuance of 28,012,364 mandatorily convertible notes by Cosmos Capital, net of $1,268,093 of offering costs | 20,441,761 | 20,441,761 | 20,441,761 | |||||||
Issuance of 8,710,982 warrants over Comon Stock of Mawson Infrastructure Group, Inc., at the Common Stock price of $0.79 | 6,881,676 | 6,881,676 | 6,881,676 | |||||||
Exercise of 115,902 warrants for Mawson Infrastructure Group, Inc. Common Stock | $ 116 | 116 | 116 | |||||||
Exercise of 115,902 warrants for Mawson Infrastructure Group, Inc. Common Stock (in Shares) | 115,902 | |||||||||
Fair value of IPR&D acquired, net of Business Combination transaction costs | 24,765,831 | 24,765,831 | 24,765,831 | |||||||
Issuance of RSUs and stock options | 10,270,803 | 10,270,803 | 10,270,803 | |||||||
Fair value adjustment of LO2A intellectual property revenue sharing obligation | 5,440,863 | 5,440,863 | 5,440,863 | |||||||
Comprehensive loss | (4,615,328) | (38,563,208) | (43,178,536) | 43,135 | (43,135,401) | |||||
Balance at Mar. 31, 2021 | $ 0 | $ 486,440 | $ (16,690) | $ 80,638,319 | $ (5,957,154) | $ (44,911,673) | $ 30,239,242 | $ 16,069 | $ 30,239,242 | |
Balance (in Shares) at Mar. 31, 2021 | 178 | 486,439,469 |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Stockholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Mandatorily convertible notes | $ 28,012,364 |
Offering costs | 1,268,093 |
Issuance of warrants over Common Stock | 8,710,982 |
Common Stock price | 0.79 |
Exercise of warrants | $ 115,902 |
Consolidated Condensed Statem_4
Consolidated Condensed Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (38,520,073) | $ (529,493) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,314,899 | 1,357,485 |
LO2A write offs | 23,963,050 | |
Investment income | (563,771) | |
Interest expense | 250,662 | |
Interest paid | (28,199) | |
Share based payments | 14,795,403 | |
Write-off of fixed assets | 127,608 | |
Unrealized gain (losses) on foreign currency remeasurement | 1,690,303 | (889,843) |
Change in assets and liabilities | ||
Prepaid expenses | (28,898) | |
Trade and other receivables | (656,732) | (664,855) |
Cryptocurrencies | (563,025) | 1,023 |
Security deposits | (204,121) | 10 |
Trade and other payables | 294,586 | 198,284 |
Net cash provided by operating activities | 1,871,692 | (527,389) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net proceeds from sale and purchase of property and equipment | (2,960,145) | (267,418) |
Payment of fixed asset deposits | (18,045,720) | |
Investment in financial assets | (380,100) | |
Net cash used in investing activities | (21,385,965) | (267,418) |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Proceeds from common share issuances | 1,298,402 | |
Unit redemptions | (128,611) | |
Proceeds from convertible notes | 21,487,391 | |
Payments of capital issuance costs | (2,229,096) | |
Proceeds from borrowings | 1,057,383 | 201,129 |
Advances made to external companies | (37,076) | |
Payments of borrowings | (291,310) | |
Net cash provided by financing activities | 21,285,694 | 72,518 |
Effect of exchange rate changes on cash and cash equivalents | 501,045 | 391,034 |
Net increase in cash and cash equivalents | 2,272,466 | (331,255) |
Cash and cash equivalents at beginning of period | 1,112,811 | 579,290 |
Cash and cash equivalents at end of period | $ 3,385,277 | $ 248,035 |
General
General | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 – GENERAL General Mawson Infrastructure Group, Inc. (the “Company” or “Mawson” or “the Group”) was incorporated in the State of Delaware. The accompanying unaudited consolidated financial statements, including the accounts of the Company’s subsidiaries, Cosmos Capital Limited and its subsidiaries: Cosmos Trading Pty Ltd, Cosmos Infrastructure LLC, Cosmos Manager LLC, Cosmos Grid Tech Pty Ltd, Cosmos Asset Management Pty Ltd, and Luna Squares LLC (formerly known as Innovative Property Management LLC) (collectively referred to as the “Group”), have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Since Mawson acquired Cosmos on March 9, 2021, it has managed most of its activity through the Cosmos Capital Limited, an Australian incorporated company, and its subsidiaries, Cosmos Trading Pty Ltd, Cosmos Infrastructure LLC, Cosmos Manager LLC, Cosmos Grid Tech Pty Ltd, Cosmos Asset Management Pty Ltd, and Luna Squares LLC (formerly known as Innovative Property Management LLC). Since the acquisition of Cosmos, Mawson has been treated as the acquiree, with Cosmos being the acquirer. The result of which is that these accounts are taken to be the Cosmos accounts, with Mawson incorporated within the acquisition. For discussion regarding this acquisition and treatment please refer to Note 2: Reverse asset acquisition. Mawson, through its subsidiary Cosmos Capital Ltd, which is a company incorporated in Australia (“Cosmos”), is a ‘Digital Asset Infrastructure’ business, which owns and operates modular data centers (MDCs) based in the United States. As at May 17, 2021 Cosmos currently owns and has ordered 18,332 Miners specifically focused on the SHA-256 algorithm, from a variety of manufacturers, including Bitmain Technology Holding Company (“Bitmain”), Canaan Creative (HK) Holdings Limited (“Canaan”) and Shenzhen MicroBT Electronics Technology Co., Ltd (“Whatsminer”). As at March 31, 2021, the operational Miners produce up to Going Concern Based on internally prepared forecast cash flows, combined with the existing cash reserves, which take into consideration what management of the Group considers reasonable scenarios given the inherent risks and uncertainties described both in this 10Q and the Company’s Current Report on Form 8-K/A filed May 13, 2021, management believes that the Group will have adequate cash reserves to enable the Group to meet its obligations for at least one year from the date of approval of the consolidated financial statements, and on this basis the accounts have been prepared on a going concern basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and basis of preparation These consolidated, condensed financial statements should be read in conjunction with the consolidated financial statements for Cosmos Capital Limited and subsidiaries as of December 31, 2020, and the notes thereto, included in the Company’s Current Report on Form 8-K/A filed May 13, 2021. The results of the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2021. These consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position, the results of operations and cash flows of the Company for the periods presented. Any changes in the Company’s ownership interest in a consolidated subsidiary, through additional equity issuances by the consolidated subsidiary or from the Company acquiring the shares from existing shareholders, in which the Company maintains control is recognized as an equity transaction, with appropriate adjustments to both the Company’s additional paid-in capital and the corresponding non-controlling interest. References in these notes to the Company as of a date prior to March 9, 2021, are references to Cosmos Capital Limited and its subsidiaries, not Mawson Infrastructure Group Inc. and its subsidiaries. On March 9, 2021, Cosmos Capital Limited was acquired by the Company. For accounting purposes, this was accounted for as a reverse asset acquisition with Cosmos Capital Limited as the accounting acquirer (refer to significant accounting policies below). Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the dates of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The Company has considered the following to be significant estimates made by management, including but not limited to, going concern assumptions, estimating the useful lives of patent assets and fixed assets, realization of long-lived assets, unrealized tax positions and the realization of digital currencies, Business Combinations, Reverse Asset Acquisition, and the Contingent obligation with respect to future revenues. Critical Accounting Policies Critical accounting policies are described in the footnotes to the consolidated financial statements for Cosmos Capital Limited and subsidiaries as of December 31, 2020, included in the Company’s Current Report on Form 8-K/A filed May 13, 2021. There have been no changes to critical accounting policies in the three months period ended March 31, 2021 other than as a result of changes to operations as described below. Reverse Asset Acquisition On March 9, 2021, the Company acquired the shares of Cosmos Capital Limited in a scrip for scrip exchange. This transaction has been accounted for as a reverse asset acquisition. Under the guidance in ASC 805, Cosmos Capital Limited was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: ● The Cosmos Capital shareholders have the largest voting interest in the post-combination company; ● Cosmos Capital management holds executive management roles for the post-combination company and is responsible for the day-to-day operations; ● Cosmos Capital was significantly larger than the Company by assets, revenue, and employees; and ● The purpose and intent of in combining the groups was to create an operating public company through the Company, with management continuing to use Cosmos Capital’s assets to grow the business; The application of the initial screen test in ASC 805 determined that the LO2A IPR&D in Mawson International was a single asset and represented substantially all of the fair value of the gross assets acquired. As such, the acquisition is treated as a reverse asset acquisition. Acquired assets and liabilities of the legal parent entity are therefore measured and recognized at their relative fair values as of the date of the transaction. After a reverse asset acquisition, despite that the legal acquirer (the legal parent entity) survives as the legal parent entity and continues to issue financial statements, the financial statements reflect the accounting from the perspective of the accounting acquirer (the legal subsidiary) in that the consolidated entity reflects the accounting acquirer as the accounting parent entity, and the financial statements represent a continuation of those of the accounting acquirer, except for the legal capital, which is retroactively adjusted to reflect the capital of the legal acquirer (legal parent entity) in accordance with ASC 805-40-45-1. The fair value of the consideration given for the acquisition is as follows. Number of shares issued 33,052,951 Multiplied by the fair value per share of Mawson common stock (1) 0.79 Total $ 26,111,831 (1) Based on the closing share price of Mawson common stock on the day immediately prior to the close of the transaction. The fair values of the net tangible assets acquired at the date of acquisition are as follows: Cash and cash equivalents 1,102,943 Marketable securities 1,096,675 Accounts Payable (50,836 ) $ 2,148,782 The difference between the consideration given and the fair values of the net tangible assets acquired of $23,963,050 arises as a result of the intangible asset in relation to In process research and development relating to LO2A. Due to the stage of development of this asset significant risks exist in the absence of successful clinical results and regulatory approval for the asset and that there are no reasonably likely expected alternative future uses associated with the asset and combined with the effect of the CVR instrument at the date of acquisition, management has assessed that the fair value of this asset at the acquisition date was $zero. The asset was therefore assessed as impaired and has been fully expensed as such in the consolidated statements of operations for the period ended March 31, 2021. Contingent obligation in relation to LO2A Following the reverse asset acquisition upon consummation of the share exchange and the signing of the CVR agreement, the historical LO2A assets and liabilities of the Company, are to be managed with a view to disposal within two years. Only CVR holders have an entitlement to any net proceeds from the disposal, not to the post-combination shareholders of the Company. Accordingly, the Company has assessed that the fair value associated with any future benefits accruing to the company in relation to research and development (IPR&D) is nil, and the difference between the fair value of the tangible net assets acquired and the stock issued has been expensed in these financial statements as stated above. Despite this, the LO2A contingent obligation remains, however given that there is now no entitlement to revenue on the company’s behalf, the fair value of the contingent obligation with respect to future revenues has been re-assessed as nil. For further details please refer to the Management Discussion and Analysis. Share based payments Under the terms of the Cosmos Transaction Bid Implementation Agreement the Company was required to make Share based payments consisting of up to 40,000,000 shares required to be issued under a Incentive Compensation Program and warrants issued to HC Wainwright as a fee related to the acquisition by Mawson of Cosmos. Share based payments expenses for the three months ended March 31, 2021 were $14.8 million. Share based payments were split between HC Wainwright $6.18 million and an accrual of $8.58 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, included in the Company’s Current Report on Form 8-K/A filed May 13, 2021. No expenses were recorded in the 2020 period Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies to those previously disclosed in the consolidated financial statements for Cosmos Capital Limited and subsidiaries as of December 31, 2020, and the notes thereto, included in the Company’s Current Report on Form 8-K/A filed May 13, 2021, other than as a result of changes to operations as described below. Revenue recognition – equipment sales In Q1 2021 the Company began to earn revenues from the sale of earlier generation cryptocurrency mining units that have been assembled or refurbished for resale. Revenue from the sale of cryptocurrency mining units is recognized when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, (iv) collectability is reasonably assured — generally when products are shipped to the customer and (v) payment is received. At the date of sale, the net book value is expensed in cost of revenues. Digital Currencies Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies are recorded at cost less impairment. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The following table presents the activities of the digital currencies of the three months ended March 31, 2021; Digital currencies at December 31, 2020 0.52 Additions of digital currencies 123.22 Sale of digital currencies (113.45 ) Digital currencies at March 31, 2021 10.29 Investment in Distributed Storage Solutions Pty Ltd (DSS) Mawson subscribed for 500,000 shares at AUD$1.00 per share on March 1, 2020. As at March 31,2021, Mawson held 28.99% of the equity in DSS, 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. This investment has been equity accounted, as the company has assessed that it has significant influence over the operations of the investee. Basic and Diluted Net Loss per Share Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share (“ASC 260”). Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding, as they would be anti-dilutive. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2021 and 2020 are as follows: As at March 31, 2021 2020 Common stock due to former Cosmos shareholders to be issued pending approval of increase to authorized capital (Note 4) 50,558,133 - Warrants to purchase common stock 8,710,982 Restricted Stock-Units (“RSU”) issued under a management equity plan 40,000,000 Mandatory convertible notes to exchange common stock 63,626,903 - Total 162,896,018 - The following table sets forth the computation of basic and diluted loss per share: As at March 31, 2021 2020 Net loss attributable to common shareholders $ 38,520,073 529,493 Denominator: Weighted average common shares - basic and diluted 442,664,781 6,578,672 Loss per common share - basic and diluted $ 0.087 0.080 Comparative average common shares have been revised by the ratio of Cosmos Capital to the Company shares exchanged in the reverse asset acquisition in March 2021. Recently Issued Accounting Pronouncements For information with respect to recent accounting pronouncements, see Note 2 to the consolidated financial statements for Cosmos Capital Limited and subsidiaries as of December 31, 2020, and the notes thereto, included in the Company’s Current Report on Form 8-K/A filed May 13, 2021. Recent accounting pronouncements include. Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) Standard/Description– Issuance date: December 2019. This guidance simplifies various aspects of income tax accounting by removing certain exceptions to the general principle of the guidance and also clarifies and amends existing guidance to improve consistency in application. Effective Date and Adoption Considerations– The guidance was effective January 1, 2021 and early adoption was permitted. The company adopted the guidance on a prospective basis as of the effective date. Effect on Financial Statements or Other Significant Matters– The guidance did not have a material impact in the consolidated financial results. Other new pronouncements not applicable to the Company: Reference Rate Reform (“ASU 2021-01”) issued March 2020, with amendments in 2021; effective March 12, 2020 through December 31, 2022 Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) issued January 2017 effective January 1, 2020; Financial Instruments - Credit Losses (“ASU 2016-13 / 2018-19 / 2019-04 / 2019-05 / 2019-10 / 2019-11”) issued June 2016 with amendments in 2018, 2019 and 2020; effective January 1, 2020 |
Deposit, Property and Equipment
Deposit, Property and Equipment and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
DEPOSIT, PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | NOTE 3 – DEPOSIT, PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS On January 27, 2021, the Company purchased 500 next generation Micro BT M30S ASIC Miners from Foundry Digital LLC. The purchase price per unit was $2,640 giving rise to a total purchase price of $1,320,000. The miners arrived in February 2021. On February 5, 2021, the Company entered into a Long-Term Purchase Contract with Canaan Convey Co Ltd (“Canaan”) for the purchase of 11,760 next generation Avalon A1246 ASIC Miners (Avalon). The purchase price per unit is $2,889. for a total purchase price of $33,974,640 (the “Canaan Transaction”). There will be a final adjustment to the purchase price in the last delivery due in March 2022 based on the actual tera hash delivered, based on the agreed price per tera hash under the terms of the contract. The Canaan Transaction schedule of payments is as follows: (1) Fifty percent (50%) of the total purchase price shall be paid on or before 20 February 2021. (2) The Company shall pay the remaining fifty percent (50%) of the total purchase price in equal monthly instalments due not less than forty (40) days prior to the scheduled delivery of the Product(s) as follows: a) $1,058,000 no later than March 20, 2021 b) $1,058,000 no later than April 20, 2021 c) $952,560 no later than May 20, 2021 d) $952,560 no later than June 20, 2021 e) $1,799,280 no later than July 20, 2021 f) $1,693,440 no later than August 20, 2021 g) $1,587,600 no later than September 20, 2021 h) $1,587,600 no later than October 20, 2021 i) $1,587,600 no later than November 20, 2021 j) $1,587,600 no later than December 20, 2021 k) $1,587,600 no later than January 20, 2022 l) $1,587,600 no later than February 20, 2022 As of March 31, 2021, the Company had prepaid approximately $18.05 million in advance for 11,760 Miners. The shipment of the first Miners was received in May, 2021. The Company will recognize these assets as Property and Equipment on the consolidated balance sheet when the transfer of risk and title occurs for each shipment (i.e., the Miners have been delivered by Canaan to the agreed-upon port of loading in China). On March 26, 2021, the Company acquired an additional 1,000 Avalon A1166 miners from Canaan in addition to the Canaan Transaction. The purchase price per unit is $6,237.00 for a total purchase price of $6,237,000.00. The Company subsequently re-sold 200 of these Avalon A1166 miners. As of March 31, 2021, approximately $18.05 million cash paid for Miners was recorded as a deposit on the balance sheet. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 4 – STOCKHOLDERS EQUITY Common Stock On December 30, 2020, in connection with the transaction in which Cosmos was acquired (the “Cosmos Transaction”) pursuant to the Bid Implementation Agreement, as amended (the “Bid Agreement”), and as previously disclosed in the Company’s Current Report on Form 8-K filed on January 5 2021, Mawson entered into Securities Purchase Agreements (“PIPE Agreements”) with existing Mawson shareholders to issue 25,000,000 shares in Mawson subject to the Close of the Cosmos Transaction, as well as a further 409,999 shares issued as an acceleration of outstanding RSU’s, which occurred post the closing of the Cosmos Transaction on March 9, 2021. On March 9 2021, as a part of closing the Cosmos Transaction, Mawson issued a total of 428,270,616 shares to Cosmos shareholders. There remains 50,558,133 shares that are to be issued once the approval of increase in authorized capital has been finalized, taking the total quantity of shares to be issued in the Cosmos Transaction to 478,828,749. As a result of an adjustment to warrant’s exercise price in December 2020, an aggregate of 115,902 shares of common stock were issued to warrant holders in conjunction with and as a result of the exercise of the warrants, each on a cashless basis. Restricted Stock As at May 17 2021, making up the total 428,270,616 in shares issued as a part of the compensation of the Cosmos Transaction, 156,492,928 are restricted in trading under the Restricted Stock Agreement with each shareholder until December 31 2021. The remaining 50,558,133 shares to be issued post the authorized increase in capital of which 18,474,278 will be restricted. Contingent Value Rights Pursuant to the Bid Agreement, prior to the closing of the Cosmos Transaction, Mawson entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with certain of Mawson’s subsidiaries (the “Mawson Subsidiaries”) with a person designated by Mawson prior to the Closing Date as the Holders’ Representative (as defined therein), and the Rights Agent (as defined therein). Pursuant to the CVR Agreement, at the Closing Date, each Mawson pre-Closing securityholder received one non-transferable CVR for each outstanding share of common stock of Mawson and for each share of common stock of Mawson underlying other convertible securities and warrants, held as of 4:01 p.m. Eastern Time on the day immediately before the Effective Time (as defined in the CVR Agreement). Each CVR represents the right to receive a pro rata share of any consideration that may be received by Mawson or the Mawson Subsidiaries in connection with the business of Mawon prior to the Cosmos Transaction, which was the treatment of ophthalmic disorders, including dry eye syndrome (“DES”), and which included in-licensed certain rights to purchase, market, sell and distribute a formula known as LO2A, a drug developed for the treatment of DES, and other ophthalmological illnesses, including Conjunctivochalasis (“CCH”) and Sjögren’s syndrome (“Sjögren’s”). In particular, CVR holders will be entitled to any consideration (whether cash, stock, assets or otherwise) that Mawson or the Mawson Subsidiaries (or any of its Affiliates or shareholders) receives in connection with an LO2A Transaction, which, as defined in the CVR Agreement, and which includes (i) a sale of any of the Mawson Subsidiaries to a third party and/or (ii) the partnering, licensing, sublicensing, distribution, reselling or sale of all or any part of the LO2A Technology or LO2A Products to a third party, less transaction expenses and customary deductions as detailed in the CVR agreement, including a deduction of up to $300,000 that the Mawson Subsidiaries undertook to incur in the development of the LO2A Technology at the request of the Holders’ Representative. The CVRs do not confer to the holders thereof any voting or equity or ownership interest in Mawson. The CVRs are not transferable, except in limited circumstances such as by will or intestacy, and are not and will not be listed on any quotation system or traded on any securities exchange. The CVR Agreement may be terminated under certain circumstances, including if the Mawson Subsidiaries or Mawson failing to enter into an LO2A Transaction Agreement within two years following the Effective Time. There can be no assurance that Mawson or the Mawson Subsidiaries will successfully and timely enter into any LO2A Transaction or, if they do, that such LO2A Transaction will ultimately be successful or that any CVR payments will be made. Series A Preferred Stock As of May 17, 2021, there are 178,000 shares of Series A Preferred Stock Outstanding. Common Stock Warrants A summary of the status of the Company’s outstanding stock warrants and changes during the three months ended March 31, 2021 is as follows: Number of Warrants Weighted Average Weighted Average Remaining Contractual Life Outstanding as of December 31, 2020 142,189 Issued 8,710,982 $ 0.001 5.0 Exercised (115,902 ) Expired 0 Outstanding as of March 31, 2021 8,737,269 $ 0.001 5.0 Warrants exercisable as of March 31, 2021 8,737,269 $ 0.001 5.0 As of March 16, 2021, the Company received a notice from OTC Markets Group (OTC) that the Company failed to have a public float greater than 10% of the total shares outstanding, pursuant to Section 1.1.1(C) of OTCQB Standards, which, if not rectified within 30 days, may result in the Company ceasing to trade on the OTCQB marketplace. However, we expect, subject to several filings, to be in compliance with the rule in the near future and submitted a plan to cure the deficiency on April 16, 2021, which OTC accepted, giving the Company until June 30, 2021 to rectify the issue. Subject to the registration statement S1 being filed and accepted by the SEC, the Company expects that the Company will be in compliance with the rule by June 30, 2021. |
Debt, Commitments and Contingen
Debt, Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
DEBT, COMMITMENTS AND CONTINGENCIES | NOTE 5 – DEBT, COMMITMENTS AND CONTINGENCIES Convertible Note On February 12, 2021, Cosmos issued 28,012,364 unsecured convertible promissory notes (the “Cosmos Notes”), which mandatorily convert into 0.0424 shares in Cosmos at the earlier of 6 months from February 12, 2021 or upon the occurrence of certain events. The notes accrue interest at the rate of 8% per annum which may be settled in stock or cash at the option of the company. The Cosmos Notes raised net proceeds of $20,275,349 comprising gross proceeds of $21,569,520 less transaction costs. The Cosmos Notes automatically converted into convertible notes of Mawson (“Mawson Notes”) upon close of the Cosmos Transaction on 9 March 2021. The Mawson Notes have substantially the same terms as the Cosmos notes and mandatorily convert into shares of Mawson the earlier of 6 months from February 12, 2021 or upon the occurrence of certain events at an issue price of $0.339 per Mawson share and will create 63,626,903 shares in total. Given the mandatory and fixed conversion the notes have been accounted for as equity. Debt On 25 January 2021 The Company entered into a Leveraged Account Agreement with Independent Reserve. This facility is denominated in Bitcoin (BTC) and enables the Company to borrow up to 10 BTC subject to certain margin requirements. As at March 31, 2021 the Company owed 10 BTC under this facility, which has been recorded within short term borrowings at its fair value of $399,206. Amounts owing under this facility are payable on demand. On January 27, 2021, Cosmos Infrastructure LLC (“Cosmos Infrastructure”) entered into an Equipment Purchase and Finance and Security Agreement with Foundry Digital LLC (“Foundry”) to purchase machinery that will be located at a facility hosted by Compute North LLC (“Compute North”). On February 5, 2021, the term of the agreement was further amended to have a final payment of January 27, 2022. Under the terms of the agreement, Cosmos Infrastructure purchased 500 Whatsminer M30S mining machines, paid a deposit of $264,000, and borrowed a total of $1,056,000. The facility will be repaid in full on the last payment date. Leases The Company owns 50% equity in Luna Squares, LLC. Luna Squares LLC leases a one-acre lot in the State of Georgia referred to as “Luna Squares” from the Development Authority of Washington County. The initial lease term is from May 1, 2020 until April 30, 2023. An amendment to the lease and exercise of option to lease was signed and in effect from February 23, 2021 (“Lease Amendment”). The Lease Amendment covers an additional 4 acres of the property, bringing the total to 5 acres under the lease. It also includes 5, 3-year extension options bringing a total optional lease period running until 2038. The Company leases the headquarters of its business operations at Level 5, 97 Pacific Highway, North Sydney NSW 2060 Australia, being 1,076 square feet of office space held under a license agreement ending December 31, 2021. Other than these leases, the Company does not lease any material assets. The Company believes that these offices and facilities are suitable and adequate for its operations as currently conducted and as currently foreseen. In the event additional or substitute offices and facilities are required, the Company believes that it could obtain such offices and facilities at commercially reasonable rates. Contingent obligation in relation to LO2A Refer note 2. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS On April 22, 2021, Distributed Storage Solutions Pty Ltd (DSS), undertook a capital raise to third party investors in Australia at AUD$11.60 per share, which diluted Mawsons holding to 20%. Apart from the DSS transaction, there have been no subsequent events since March 31, 2021. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and basis of preparation | Principles of Consolidation and basis of preparation These consolidated, condensed financial statements should be read in conjunction with the consolidated financial statements for Cosmos Capital Limited and subsidiaries as of December 31, 2020, and the notes thereto, included in the Company’s Current Report on Form 8-K/A filed May 13, 2021. The results of the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2021. These consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position, the results of operations and cash flows of the Company for the periods presented. Any changes in the Company’s ownership interest in a consolidated subsidiary, through additional equity issuances by the consolidated subsidiary or from the Company acquiring the shares from existing shareholders, in which the Company maintains control is recognized as an equity transaction, with appropriate adjustments to both the Company’s additional paid-in capital and the corresponding non-controlling interest. References in these notes to the Company as of a date prior to March 9, 2021, are references to Cosmos Capital Limited and its subsidiaries, not Mawson Infrastructure Group Inc. and its subsidiaries. On March 9, 2021, Cosmos Capital Limited was acquired by the Company. For accounting purposes, this was accounted for as a reverse asset acquisition with Cosmos Capital Limited as the accounting acquirer (refer to significant accounting policies below). |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the dates of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The Company has considered the following to be significant estimates made by management, including but not limited to, going concern assumptions, estimating the useful lives of patent assets and fixed assets, realization of long-lived assets, unrealized tax positions and the realization of digital currencies, Business Combinations, Reverse Asset Acquisition, and the Contingent obligation with respect to future revenues. |
Critical Accounting Policies | Critical Accounting Policies Critical accounting policies are described in the footnotes to the consolidated financial statements for Cosmos Capital Limited and subsidiaries as of December 31, 2020, included in the Company’s Current Report on Form 8-K/A filed May 13, 2021. There have been no changes to critical accounting policies in the three months period ended March 31, 2021 other than as a result of changes to operations as described below. Reverse Asset Acquisition On March 9, 2021, the Company acquired the shares of Cosmos Capital Limited in a scrip for scrip exchange. This transaction has been accounted for as a reverse asset acquisition. Under the guidance in ASC 805, Cosmos Capital Limited was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: ● The Cosmos Capital shareholders have the largest voting interest in the post-combination company; ● Cosmos Capital management holds executive management roles for the post-combination company and is responsible for the day-to-day operations; ● Cosmos Capital was significantly larger than the Company by assets, revenue, and employees; and ● The purpose and intent of in combining the groups was to create an operating public company through the Company, with management continuing to use Cosmos Capital’s assets to grow the business; The application of the initial screen test in ASC 805 determined that the LO2A IPR&D in Mawson International was a single asset and represented substantially all of the fair value of the gross assets acquired. As such, the acquisition is treated as a reverse asset acquisition. Acquired assets and liabilities of the legal parent entity are therefore measured and recognized at their relative fair values as of the date of the transaction. After a reverse asset acquisition, despite that the legal acquirer (the legal parent entity) survives as the legal parent entity and continues to issue financial statements, the financial statements reflect the accounting from the perspective of the accounting acquirer (the legal subsidiary) in that the consolidated entity reflects the accounting acquirer as the accounting parent entity, and the financial statements represent a continuation of those of the accounting acquirer, except for the legal capital, which is retroactively adjusted to reflect the capital of the legal acquirer (legal parent entity) in accordance with ASC 805-40-45-1. The fair value of the consideration given for the acquisition is as follows. Number of shares issued 33,052,951 Multiplied by the fair value per share of Mawson common stock (1) 0.79 Total $ 26,111,831 (1) Based on the closing share price of Mawson common stock on the day immediately prior to the close of the transaction. The fair values of the net tangible assets acquired at the date of acquisition are as follows: Cash and cash equivalents 1,102,943 Marketable securities 1,096,675 Accounts Payable (50,836 ) $ 2,148,782 The difference between the consideration given and the fair values of the net tangible assets acquired of $23,963,050 arises as a result of the intangible asset in relation to In process research and development relating to LO2A. Due to the stage of development of this asset significant risks exist in the absence of successful clinical results and regulatory approval for the asset and that there are no reasonably likely expected alternative future uses associated with the asset and combined with the effect of the CVR instrument at the date of acquisition, management has assessed that the fair value of this asset at the acquisition date was $zero. The asset was therefore assessed as impaired and has been fully expensed as such in the consolidated statements of operations for the period ended March 31, 2021. Contingent obligation in relation to LO2A Following the reverse asset acquisition upon consummation of the share exchange and the signing of the CVR agreement, the historical LO2A assets and liabilities of the Company, are to be managed with a view to disposal within two years. Only CVR holders have an entitlement to any net proceeds from the disposal, not to the post-combination shareholders of the Company. Accordingly, the Company has assessed that the fair value associated with any future benefits accruing to the company in relation to research and development (IPR&D) is nil, and the difference between the fair value of the tangible net assets acquired and the stock issued has been expensed in these financial statements as stated above. Despite this, the LO2A contingent obligation remains, however given that there is now no entitlement to revenue on the company’s behalf, the fair value of the contingent obligation with respect to future revenues has been re-assessed as nil. For further details please refer to the Management Discussion and Analysis. Share based payments Under the terms of the Cosmos Transaction Bid Implementation Agreement the Company was required to make Share based payments consisting of up to 40,000,000 shares required to be issued under a Incentive Compensation Program and warrants issued to HC Wainwright as a fee related to the acquisition by Mawson of Cosmos. Share based payments expenses for the three months ended March 31, 2021 were $14.8 million. Share based payments were split between HC Wainwright $6.18 million and an accrual of $8.58 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, included in the Company’s Current Report on Form 8-K/A filed May 13, 2021. No expenses were recorded in the 2020 period |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies to those previously disclosed in the consolidated financial statements for Cosmos Capital Limited and subsidiaries as of December 31, 2020, and the notes thereto, included in the Company’s Current Report on Form 8-K/A filed May 13, 2021, other than as a result of changes to operations as described below. Revenue recognition – equipment sales In Q1 2021 the Company began to earn revenues from the sale of earlier generation cryptocurrency mining units that have been assembled or refurbished for resale. Revenue from the sale of cryptocurrency mining units is recognized when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, (iv) collectability is reasonably assured — generally when products are shipped to the customer and (v) payment is received. At the date of sale, the net book value is expensed in cost of revenues. Digital Currencies Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies are recorded at cost less impairment. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The following table presents the activities of the digital currencies of the three months ended March 31, 2021; Digital currencies at December 31, 2020 0.52 Additions of digital currencies 123.22 Sale of digital currencies (113.45 ) Digital currencies at March 31, 2021 10.29 Investment in Distributed Storage Solutions Pty Ltd (DSS) Mawson subscribed for 500,000 shares at AUD$1.00 per share on March 1, 2020. As at March 31,2021, Mawson held 28.99% of the equity in DSS, 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. This investment has been equity accounted, as the company has assessed that it has significant influence over the operations of the investee. |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share (“ASC 260”). Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding, as they would be anti-dilutive. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2021 and 2020 are as follows: As at March 31, 2021 2020 Common stock due to former Cosmos shareholders to be issued pending approval of increase to authorized capital (Note 4) 50,558,133 - Warrants to purchase common stock 8,710,982 Restricted Stock-Units (“RSU”) issued under a management equity plan 40,000,000 Mandatory convertible notes to exchange common stock 63,626,903 - Total 162,896,018 - The following table sets forth the computation of basic and diluted loss per share: As at March 31, 2021 2020 Net loss attributable to common shareholders $ 38,520,073 529,493 Denominator: Weighted average common shares - basic and diluted 442,664,781 6,578,672 Loss per common share - basic and diluted $ 0.087 0.080 Comparative average common shares have been revised by the ratio of Cosmos Capital to the Company shares exchanged in the reverse asset acquisition in March 2021. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements For information with respect to recent accounting pronouncements, see Note 2 to the consolidated financial statements for Cosmos Capital Limited and subsidiaries as of December 31, 2020, and the notes thereto, included in the Company’s Current Report on Form 8-K/A filed May 13, 2021. Recent accounting pronouncements include. Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) Standard/Description– Issuance date: December 2019. This guidance simplifies various aspects of income tax accounting by removing certain exceptions to the general principle of the guidance and also clarifies and amends existing guidance to improve consistency in application. Effective Date and Adoption Considerations– The guidance was effective January 1, 2021 and early adoption was permitted. The company adopted the guidance on a prospective basis as of the effective date. Effect on Financial Statements or Other Significant Matters– The guidance did not have a material impact in the consolidated financial results. Other new pronouncements not applicable to the Company: Reference Rate Reform (“ASU 2021-01”) issued March 2020, with amendments in 2021; effective March 12, 2020 through December 31, 2022 Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) issued January 2017 effective January 1, 2020; Financial Instruments - Credit Losses (“ASU 2016-13 / 2018-19 / 2019-04 / 2019-05 / 2019-10 / 2019-11”) issued June 2016 with amendments in 2018, 2019 and 2020; effective January 1, 2020 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of fair value of the consideration | Number of shares issued 33,052,951 Multiplied by the fair value per share of Mawson common stock (1) 0.79 Total $ 26,111,831 |
Schedule of fair values of the net tangible assets | Cash and cash equivalents 1,102,943 Marketable securities 1,096,675 Accounts Payable (50,836 ) $ 2,148,782 |
Schedule of digital currencies | Digital currencies at December 31, 2020 0.52 Additions of digital currencies 123.22 Sale of digital currencies (113.45 ) Digital currencies at March 31, 2021 10.29 |
Schedule of dilute loss per share | As at March 31, 2021 2020 Common stock due to former Cosmos shareholders to be issued pending approval of increase to authorized capital (Note 4) 50,558,133 - Warrants to purchase common stock 8,710,982 Restricted Stock-Units (“RSU”) issued under a management equity plan 40,000,000 Mandatory convertible notes to exchange common stock 63,626,903 - Total 162,896,018 - |
Schedule of basic and diluted net loss per share | As at March 31, 2021 2020 Net loss attributable to common shareholders $ 38,520,073 529,493 Denominator: Weighted average common shares - basic and diluted 442,664,781 6,578,672 Loss per common share - basic and diluted $ 0.087 0.080 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding stock warrants | Number of Warrants Weighted Average Weighted Average Remaining Contractual Life Outstanding as of December 31, 2020 142,189 Issued 8,710,982 $ 0.001 5.0 Exercised (115,902 ) Expired 0 Outstanding as of March 31, 2021 8,737,269 $ 0.001 5.0 Warrants exercisable as of March 31, 2021 8,737,269 $ 0.001 5.0 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 01, 2021 | |
Accounting Policies [Abstract] | ||
Fair value of net tangible assets | $ 23,963,050 | |
Fair value asset | $ 0 | |
Share based payments (in Shares) | 40,000,000 | |
Share based payments expenses | $ 14,795,403 | |
Share based payments, description | Share based payments were split between HC Wainwright $6.18 million and an accrual of $8.58 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, included in the Company’s Current Report on Form 8-K/A filed May 13, 2021. No expenses were recorded in the 2020 period | |
Subscribed shares (in Shares) | 500,000 | |
Price per share (in Dollars per share) | $ 1 | |
Percentage held equity | 28.99% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of fair value of the consideration | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Schedule of fair value of the consideration [Abstract] | ||
Number of shares issued | shares | 33,052,951 | |
Multiplied by the fair value per share of Mawson common stock | $ / shares | $ 0.79 | [1] |
Total | $ | $ 26,111,831 | |
[1] | Based on the closing share price of Mawson common stock on the day immediately prior to the close of the transaction. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of fair values of the net tangible assets | Mar. 31, 2021USD ($) |
Schedule of fair values of the net tangible assets [Abstract] | |
Cash and cash equivalents | $ 1,102,943 |
Marketable securities | 1,096,675 |
Accounts Payable | (50,836) |
Total tangible assets | $ 2,148,782 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of digital currencies | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Schedule of digital currencies [Abstract] | |
Digital currencies at December 31, 2020 | $ 0.52 |
Additions of digital currencies | 123.22 |
Sale of digital currencies | (113.45) |
Digital currencies at March 31, 2021 | $ 10.29 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of dilute loss per share - shares | Mar. 31, 2021 | Mar. 31, 2020 |
Schedule of dilute loss per share [Abstract] | ||
Common stock due to former Cosmos shareholders to be issued pending approval of increase to authorized capital (Note 4) | 50,558,133 | |
Warrants to purchase common stock | 8,710,982 | |
Restricted Stock-Units (“RSU”) issued under a management equity plan | 40,000,000 | |
Mandatory convertible notes to exchange common stock | 63,626,903 | |
Total | 162,896,018 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of basic and diluted net loss per share [Abstract] | ||
Net loss attributable to common shareholders | $ 38,520,073 | $ 529,493 |
Denominator: | ||
Weighted average common shares - basic and diluted | 442,664,781 | 6,578,672 |
Loss per common share - basic and diluted | $ 0.087 | $ 0.080 |
Deposit, Property and Equipme_2
Deposit, Property and Equipment and Intangible Assets (Details) - USD ($) | Feb. 05, 2021 | Mar. 26, 2021 | Jan. 27, 2021 | Mar. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||||
Purchase price per unit (in Dollars per share) | $ 2,889 | $ 2,640 | ||
Total purchase price | $ 33,974,640 | $ 1,320,000 | ||
Description transaction payments | (1) Fifty percent (50%) of the total purchase price shall be paid on or before 20 February 2021. (2) The Company shall pay the remaining fifty percent (50%) of the total purchase price in equal monthly instalments due not less than forty (40) days prior to the scheduled delivery of the Product(s) as follows: a)$1,058,000 no later than March 20, 2021 b)$1,058,000 no later than April 20, 2021 c)$952,560 no later than May 20, 2021 d)$952,560 no later than June 20, 2021 e)$1,799,280 no later than July 20, 2021 f)$1,693,440 no later than August 20, 2021 g)$1,587,600 no later than September 20, 2021 h)$1,587,600 no later than October 20, 2021 i)$1,587,600 no later than November 20, 2021 j)$1,587,600 no later than December 20, 2021 k)$1,587,600 no later than January 20, 2022 l)$1,587,600 no later than February 20, 2022 | |||
Prepaid expense | $ 18,050,000 | |||
Cash paid for deposit | $ 18,050,000 | |||
Purchase price, description | The purchase price per unit is $6,237.00 for a total purchase price of $6,237,000.00. The Company subsequently re-sold 200 of these Avalon A1166 miners. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | Mar. 09, 2021 | Mar. 31, 2021 | May 17, 2021 | Mar. 16, 2021 | Feb. 12, 2021 | Dec. 30, 2020 |
Stockholders' Equity (Details) [Line Items] | ||||||
Shares issued | 63,626,903 | |||||
Sale of subsidiaries, description | In particular, CVR holders will be entitled to any consideration (whether cash, stock, assets or otherwise) that Mawson or the Mawson Subsidiaries (or any of its Affiliates or shareholders) receives in connection with an LO2A Transaction, which, as defined in the CVR Agreement, and which includes (i) a sale of any of the Mawson Subsidiaries to a third party and/or (ii) the partnering, licensing, sublicensing, distribution, reselling or sale of all or any part of the LO2A Technology or LO2A Products to a third party, less transaction expenses and customary deductions as detailed in the CVR agreement, including a deduction of up to $300,000 that the Mawson Subsidiaries undertook to incur in the development of the LO2A Technology at the request of the Holders’ Representative. | |||||
Percentage of outstanding shares | 10.00% | |||||
Cosmos Transaction [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Shares issued | 428,270,616 | 25,000,000 | ||||
Common Stock available for future grant | 409,999 | |||||
Remaining shares | 50,558,133 | 50,558,133 | ||||
Total quantity of shares issued | 478,828,749 | |||||
Restricted shares | 18,474,278 | |||||
Cosmos Transaction [Member] | Subsequent Event [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Shares issued | 428,270,616 | |||||
Restricted shares | 156,492,928 | |||||
Warrant [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Issued shares of common stock | 115,902 | |||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Shares issued | 178,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of outstanding stock warrants - Warrant [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Stockholders' Equity (Details) - Schedule of outstanding stock warrants [Line Items] | |
Number of Warrants, Outstanding, Beginning | 142,189 |
Weighted Average Exercise Price, Outstanding, Beginning (in Dollars per share) | $ / shares | |
Weighted Average Remaining Contractual Life (in years), Outstanding, Beginning | |
Number of Warrants, Outstanding, Ending | 8,737,269 |
Weighted Average Exercise Price, Outstanding, Ending (in Dollars per share) | $ / shares | $ 0.001 |
Weighted Average Remaining Contractual Life (in years), Outstanding, Ending | 5 years |
Number of Warrants, Exercisable | 8,737,269 |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ / shares | $ 0.001 |
Weighted Average Remaining Contractual Life (in years), Exercisable | 5 years |
Number of Warrants, Issued | 8,710,982 |
Weighted Average Exercise Price, Issued (in Dollars per share) | $ / shares | $ 0.001 |
Weighted Average Remaining Contractual Life (in years), Issued | 5 years |
Number of Warrants, Exercised | (115,902) |
Number of Warrants, Expired | 0 |
Debt, Commitments and Conting_2
Debt, Commitments and Contingencies (Details) | Feb. 12, 2021USD ($)$ / sharesshares | Jan. 27, 2021 | Mar. 31, 2021USD ($)mm | Apr. 22, 2021$ / shares |
Debt, Commitments and Contingencies (Details) [Line Items] | ||||
Unsecured convertible promissory notes | $ 28,012,364 | |||
Conversion price (in Dollars per share) | (per share) | $ 0.0424 | $ 11.60 | ||
Interest rate | 8.00% | |||
Net proceeds | $ 20,275,349 | |||
Gross proceeds | $ 21,569,520 | |||
Share price (in Dollars per share) | $ / shares | $ 0.339 | |||
Share issued (in Shares) | shares | 63,626,903 | |||
Short term borrowings | $ 399,206 | |||
Description of debt | Under the terms of the agreement, Cosmos Infrastructure purchased 500 Whatsminer M30S mining machines, paid a deposit of $264,000, and borrowed a total of $1,056,000. The facility will be repaid in full on the last payment date. | |||
Percentage of ownership | 28.99% | |||
Square feet of office space (in Millimeter) | mm | 1,076 | |||
Luna Squares, LLC. [Member] | ||||
Debt, Commitments and Contingencies (Details) [Line Items] | ||||
Percentage of ownership | 50.00% | |||
Description of leases term | The initial lease term is from May 1, 2020 until April 30, 2023. An amendment to the lease and exercise of option to lease was signed and in effect from February 23, 2021 (“Lease Amendment”). The Lease Amendment covers an additional 4 acres of the property, bringing the total to 5 acres under the lease. It also includes 5, 3-year extension options bringing a total optional lease period running until 2038. |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 22, 2021$ / shares | Feb. 12, 2021$ / shares |
Subsequent Events [Abstract] | ||
Debt instrument price per share | (per share) | $ 11.60 | $ 0.0424 |
Debt instrument interest rate percentage | 20.00% |