Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 04, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Mawson Infrastructure Group Inc. | |
Trading Symbol | MIGI | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 539,192,684 | |
Amendment Flag | false | |
Entity Central Index Key | 0001218683 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52545 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-0445167 | |
Entity Address, Address Line One | Level 5 | |
Entity Address, Address Line Two | 97 Pacific Highway | |
Entity Address, City or Town | North Sydney | |
Entity Address, Country | AU | |
Entity Address, Postal Zip Code | 2060 | |
City Area Code | +61 2 | |
Local Phone Number | 8624 6130 | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 3,614,435 | $ 1,112,811 |
Prepaid expenses | 384,687 | 11,500 |
Trade and other receivables | 473,436 | 615,145 |
Cryptocurrencies | 2,664 | 15,061 |
Total current assets | 4,475,222 | 1,754,517 |
Property and equipment, net | 15,581,357 | 7,015,285 |
Equipment deposits | 13,018,320 | |
Equity accounted investments | 210,754 | |
Security deposits | 1,418,369 | 969,423 |
Operating lease right-of-use asset | 32,753 | 41,703 |
Trademarks | 15,813 | |
TOTAL ASSETS | 34,736,775 | 9,796,741 |
Current liabilities: | ||
Trade and other payables | 4,256,143 | 1,882,247 |
Lease liability | 34,980 | 44,637 |
Borrowings | 991,524 | 290,978 |
Total current liabilities | 5,282,647 | 2,217,862 |
Paycheck protection program loan | 14,000 | 14,000 |
TOTAL LIABILITIES | 5,296,647 | 2,231,862 |
Common stock (800,000,000 authorized, 539,192,684 issued and outstanding $0.001 par value shares). Series A preferred stock (1,000,000 authorized shares; 178 issued and outstanding at 30 June 2021) | ||
Contingencies | ||
Shareholders’ equity: | ||
Additional paid-in capital | 86,679,724 | 35,110,000 |
Share subscription receivable | (16,690) | |
Accumulated other comprehensive income (loss) | (6,038,270) | (1,341,826) |
Accumulated deficit | (51,108,458) | (26,159,539) |
TOTAL SHAREHOLDERS’ EQUITY | 29,532,996 | 7,591,945 |
Non-controlling interest | (92,868) | (27,066) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 34,736,775 | $ 9,796,741 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock authorized | 800,000,000 | 800,000,000 |
Common stock issued | 539,192,684 | 539,192,684 |
Common stock outstanding | 539,192,684 | 539,192,684 |
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 | 178 |
Series A preferred stock outstanding | 178 | 178 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Cryptocurrency mining revenue | $ 5,664,629 | $ 1,121,851 | $ 10,878,255 | $ 1,892,311 |
Sale of crypto currency mining equipment | 280,038 | 2,157,651 | ||
Total revenues | 5,944,667 | 1,121,851 | 13,035,906 | 1,892,311 |
Operating cost and expenses: | ||||
Cost of revenues | 294,140 | 837,714 | 2,666,921 | 1,287,611 |
Selling, general and administrative | 4,161,256 | 522,361 | 7,043,881 | 998,514 |
LO2A write backs | 23,963,050 | |||
Share based payments | 5,559,495 | 20,354,897 | ||
Depreciation and amortization | 2,533,242 | 1,098,079 | 3,848,142 | 2,455,564 |
Total operating expenses | 12,548,133 | 2,458,154 | 57,876,891 | 4,741,689 |
Loss from operations | (6,603,466) | (1,336,303) | (44,840,985) | (2,849,378) |
Other income (expense): | ||||
Realized gain/(losses) on foreign currency transactions | (181,768) | (187) | 846,852 | (1,039) |
Unrealized gain/(losses) on foreign currency remeasurement | 121,021 | (722,875) | (1,569,277) | 166,969 |
Realized gain/(loss) on sale of digital currencies | 5,508 | (8,800) | ||
Other income | 315,353 | 694,480 | 108,895 | |
Loss before income taxes | (6,348,860) | (2,053,857) | (44,868,930) | (2,583,353) |
Income tax expenses | ||||
Net Loss | (6,348,860) | (2,053,857) | (44,868,930) | (2,583,353) |
Loss attributable to Non-Controlling interest | (108,937) | (65,802) | ||
Net Loss attributed to Mawson Infrastructure Group shareholders | $ (6,239,923) | $ (2,053,857) | $ (44,803,128) | $ (2,583,353) |
Net Loss per share, basic & diluted (in Dollars per share) | $ (0.013) | $ (0.300) | $ (0.095) | $ (0.385) |
Weighted average number of shares outstanding (in Shares) | 502,642,831 | 6,847,465 | 472,987,017 | 6,847,465 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Stockholders’ Equity (Unaudited) - USD ($) | Series APreferred Stock | Common Shares | 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 Dec. 31, 2019 | $ 9,093,549 | $ (217,003) | $ (1,447,092) | $ 7,429,454 | $ 7,429,454 | |||||
Balance (in Shares) at Dec. 31, 2019 | 6,578,672 | |||||||||
Issuance of common stock, net of offering costs | $ 105,019 | 1,633,489 | 1,738,508 | 1,738,508 | ||||||
Issuance of common stock, net of offering costs (in Shares) | 268,793 | |||||||||
Comprehensive gain / (loss) | (91,602) | (2,583,351) | (2,674,954) | (2,674,954) | ||||||
Balance at Jun. 30, 2020 | $ 9,198,568 | 1,633,489 | (308,605) | (4,030,443) | 6,493,009 | 6,493,009 | ||||
Balance (in Shares) at Jun. 30, 2020 | 6,847,465 | |||||||||
Balance at Mar. 31, 2020 | $ 9,198,568 | (1,185,739) | (1,976,585) | 6,036,244 | 6,036,244 | |||||
Balance (in Shares) at Mar. 31, 2020 | 6,578,672 | |||||||||
Issuance of common stock, net of offering costs | 1,633,489 | 1,633,489 | 1,633,489 | |||||||
Issuance of common stock, net of offering costs (in Shares) | 268,793 | |||||||||
Comprehensive gain / (loss) | 877,134 | (2,053,858) | (1,176,724) | (1,176,724) | ||||||
Balance at Jun. 30, 2020 | $ 9,198,568 | 1,633,489 | (308,605) | (4,030,443) | 6,493,009 | 6,493,009 | ||||
Balance (in Shares) at Jun. 30, 2020 | 6,847,465 | |||||||||
Balance at Dec. 31, 2020 | (16,690) | 15,298,926 | (1,341,826) | (6,348,465) | 7,591,945 | (27,066) | 7,564,879 | |||
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 | $ 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 28,012,364 mandatorily convertible notes by Cosmos Capital, net of $1,268,093 of offering costs (in Shares) | ||||||||||
Issuance of 8,710,982 warrants over Common Stock of Mawson Infrastructure Group, Inc., at the Common Stock price of $0.79 | 6,881,676 | 6,881,676 | 6,881,676 | |||||||
Issuance of 8,710,982 warrants over Common Stock of Mawson Infrastructure Group, Inc., at the Common Stock price of $0.79 (in Shares) | ||||||||||
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 | |||||||
Fair value of IPR&D acquired, net of Business Combination transaction costs (in Shares) | ||||||||||
Issuance of RSUs and stock options | 10,270,803 | 10,270,803 | 10,270,803 | |||||||
Issuance of RSUs and stock options (in Shares) | ||||||||||
Fair value adjustment of LO2A intellectual property revenue sharing obligation | 5,440,863 | 5,440,863 | 5,440,863 | |||||||
Fair value adjustment of LO2A intellectual property revenue sharing obligation (in Shares) | ||||||||||
Issuance of common stock (@A$8.75) | $ 13,173 | 42,502 | 55,675 | 55,675 | ||||||
Issuance of common stock (@A$8.75) (in Shares) | 2,000 | |||||||||
Share based payment (@A$8.75) | $ 22,582 | 22,582 | 22,582 | |||||||
Share based payment (@A$8.75) (in Shares) | 3,429 | |||||||||
Share based payments W Capital | $ 5,535,900 | 5,535,900 | 5,535,900 | |||||||
Share based payments W Capital (in Shares) | 8,250,000 | |||||||||
Comprehensive gain / (loss) | (4,738,946) | (44,759,993) | (49,498,939) | (65,802) | (49,564,741) | |||||
Balance at Jun. 30, 2021 | $ 0 | $ 6,058,095 | (16,690) | 80,638,319 | (6,038,270) | (51,108,458) | 29,532,996 | (92,868) | 29,440,128 | |
Balance (in Shares) at Jun. 30, 2021 | 178 | 494,694,898 | ||||||||
Balance at Mar. 31, 2021 | $ 0 | $ 486,440 | (16,690) | 80,638,319 | (5,957,154) | (44,911,673) | 30,239,242 | 16,069 | 30,255,311 | |
Balance (in Shares) at Mar. 31, 2021 | 178 | 486,439,469 | ||||||||
Issuance of common stock (@A$8.75) | $ 13,173 | 42,502 | 55,675 | 55,675 | ||||||
Issuance of common stock (@A$8.75) (in Shares) | 2,000 | |||||||||
Share based payment (@A$8.75) | $ 22,582 | 22,582 | 22,582 | |||||||
Share based payment (@A$8.75) (in Shares) | 3,429 | |||||||||
Share based payments W Capital | $ 5,535,900 | 5,535,900 | 5,535,900 | |||||||
Share based payments W Capital (in Shares) | 8,250,000 | |||||||||
Comprehensive gain / (loss) | (123,618) | (6,196,785) | (6,320,403) | (108,937) | (6,429,340) | |||||
Balance at Jun. 30, 2021 | $ 0 | $ 6,058,095 | $ (16,690) | $ 80,638,319 | $ (6,038,270) | $ (51,108,458) | $ 29,532,996 | $ (92,868) | $ 29,440,128 | |
Balance (in Shares) at Jun. 30, 2021 | 178 | 494,694,898 |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Stockholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | |
Statement of Stockholders' Equity [Abstract] | ||
Common stock price per share | 8.75 | 8.75 |
Share based payment price per share (in Dollars per share) | $ / shares | $ 8.75 | $ 8.75 |
Mandatorily convertible notes | 28,012,364 | |
Offering costs | 1,268,093 | |
Issuance of warrants over Common Stock | 8,710,982 | |
Common Stock price (in Dollars per share) | $ / shares | $ 0.79 | |
Exercise of warrants | 115,902 |
Consolidated Condensed Statem_4
Consolidated Condensed Statements of Cash Flows (unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (44,868,930) | $ (2,583,351) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,848,141 | 2,455,565 |
LO2A write offs | 23,963,050 | |
Investment income | 131,056 | |
Interest expense | 714,701 | |
Interest paid | (60,697) | |
Share based payments | 20,354,898 | |
Write-off of fixed assets | 307,100 | |
Unrealized gain (losses) on foreign currency remeasurement | 1,569,278 | (29,894) |
Change in assets and liabilities | ||
Prepaid expenses | (373,187) | (63,428) |
Trade and other receivables | 141,709 | 612,330 |
Cryptocurrencies | 12,398 | (19,809) |
Security deposits | (448,946) | (1,526) |
Trade and other payables | 2,373,896 | (310,642) |
Net cash provided by operating activities | 7,664,467 | 59,245 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net proceeds from sale and purchase of property and equipment | (12,705,500) | |
Payment of fixed asset deposits | (13,018,320) | (718,739) |
Investment in financial assets | (341,810) | (6,849) |
Net cash used in investing activities | (26,065,630) | (725,588) |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Proceeds from common share issuances | 1,334,157 | 2,023,065 |
Unit redemptions | ||
Proceeds from convertible notes | 21,487,391 | |
Payments of capital issuance costs | (2,229,096) | |
Proceeds from borrowings | 1,423,064 | |
Advances made to external companies | (42,210) | |
Payments of borrowings | (722,518) | 167,627 |
Net cash provided by financing activities | 21,250,788 | 2,190,692 |
Effect of exchange rate changes on cash and cash equivalents | (348,001) | |
Net increase in cash and cash equivalents | 2,501,624 | 1,524,349 |
Cash and cash equivalents at beginning of period | 1,112,811 | 579,277 |
Cash and cash equivalents at end of period | $ 3,614,435 | $ 2,103,626 |
General
General | 6 Months Ended |
Jun. 30, 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”), formally known as Wize Pharma, Inc was incorporated in the State of Delaware. The accompanying unaudited interim condensed consolidated financial statements, including the results of the Company’s subsidiaries, Mawson Infrastructure Group Pty Ltd (formerly known as Cosmos Capital Limited) (“ Mawson AU”)) 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 Mawson AU on March 9, 2021, it has managed most of its activity through Mawson Infrastructure Group Pty Ltd (formerly known as 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 Mawson AU, Mawson has been treated as the acquiree, with Mawson AU being the acquirer. The result of which is that these financial statements are taken to be a continuation of the Mawson AU financial statements, with Mawson incorporated within the acquisition. For discussion regarding this acquisition and treatment (also referred to as either the “Mawson AU Transaction” or the “Cosmos Transaction”) please refer to the prior quarter form 10Q filed on May 19, 2021, under Note 2: Reverse asset acquisition. Mawson, through its subsidiary Mawson AU, is a ‘Digital Asset Infrastructure’ business, which owns and operates modular data centers (MDCs) based in the United States. As at June 30, 2021 Mawson AU 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 June 30, 2021, the operational Miners produce up to 296 Petahash of computing power, with a total capacity upon deployment of all ordered equipment to produce up to a total capacity upon deployment of all ordered equipment to produce up to 1,483 Petahash. 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 | 6 Months Ended |
Jun. 30, 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 interim financial statements should be read in conjunction with the audited consolidated financial statements for Cosmos Capital Limited (now known as Mawson Infrastructure Group Pty Ltd) 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 condensed interim 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 (now known as Mawson Infrastructure Group Pty Ltd) and its subsidiaries, not Mawson Infrastructure Group Inc. and its subsidiaries. On March 9, 2021, Cosmos Capital Limited (now known as Mawson Infrastructure Group Pty Ltd) was acquired by the Company. For accounting purposes, this was accounted for as a reverse asset acquisition with Cosmos Capital Limited (now known as Mawson Infrastructure Group Pty) as the accounting acquirer (refer to significant accounting policies below). The consolidate results of the Company are reported in U.S. Dollars and include the operations of all its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 (now known as Mawson Infrastructure Group Pty Ltd) 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 June 30, 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 (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. Full details of the transaction and the impact are included in the Company’s Form 10Q filed May 19, 2021. This transaction reverse asset acquisition and the associated impact is referred to as the Cosmos Transaction. 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 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. Share based payments expenses for the three months ended June 30, 2021 were $5.56 million which related to the W Capital Warrants fair value uplift. Equity accounted investments Mawson subscribed for 500,000 shares in Distributed Storage Solutions Pty Ltd (DSS) at AUD$1.00 per share on March 1, 2020. As at June 30, 2021, Mawson held 20.06% of the equity in DSS, an Australian private company operating a blockchain based decentralized storage business, based on the IPFS protocol. This investment has been equity accounted, as the company has assessed that is has significant influence over the operations of the investee. 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 Q2 2021 the Company earned revenues from the sale of earlier generation cryptocurrency mining units and modular data centers that have been assembled or refurbished for resale (collectively “Hardware”). Revenue from the sale of Hardware is recognized when all of the following conditions are satisfied: (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) 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. The Company compares the book value of digital currencies held to the prevailing market price at each reporting period. 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 and six months ended June 30, 2021; BTC Held Three months to Six months to Opening Digital currencies 10.29 0.52 Additions of digital currencies 127.00 250.22 Sale of digital currencies (137.28 ) (250.74 ) Digital currencies at June 30, 2021 0.01 0.01 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 June 30, 2021 and 2020 are as follows: As at June 30, 2021 2020 Warrants to purchase common stock 16,987,269 - Restricted Stock-Units (“RSU”) issued under a management equity plan 40,000,000 - Mandatorily convertible notes which exchange into common stock 63,626,903 - 120,614,172 - The following table sets forth the computation of basic and diluted loss per share: For the three months ended For the six months ended 2021 2020 2021 2020 Net Loss attributable to common shareholders $ (6,348,860 ) $ (2,053,857 ) $ (44,868,930 ) $ (2,583,353 ) Denominator: Weighted average common shares - basic and diluted 502,642,831 6,847,465 472,987,017 6,713,069 Loss per common share - basic and diluted $ (0.013 ) $ (0.300 ) $ (0.095 ) $ (0.385 ) Comparative weighted average common shares have been revised by the ratio of Mawson AU 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 (now knows as Mawson Infrastructure Group Pty Ltd) 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 | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
DEPOSIT, PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | NOTE 3 – DEPOSIT, PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS 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 details of the Canaan Transaction were set out in our Form 10Q filed on May 19, 2021. During the period, the Company paid: a) $1,058,000 during March, 2021 for 588 miners b) $1,058,000 during April, 2021 for 588 miners c) $1,905,120 during June, 2021 for 1,176 miners As a result of payments pursuant to the transaction, Canaan delivered 1,764 Miners in the 3 months ended June 30, 2021. The Company recognized these delivered 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 1,000 Canaan A1166, and resold 200 units, as set out in our Form 10Q filed on May 19, 2021. The Company recognized these 800 delivered assets as Property and Equipment on the consolidated balance sheet during May 2021. As of June 30, 2021, approximately $13.02 million cash paid for Miners was recorded as a deposit on the balance sheet. The Company’s depreciation and amortization expense for the three months ended 30 June 2021 and 2020 were $2.53m and $1.10m respectively. The Company’s depreciation and amortization expense for the six months ended June 30, 2021 and 2020 were $3.85 million and $2.46 million respectively. |
Stockholders Equity
Stockholders Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 4 – STOCKHOLDERS EQUITY Common Stock On March 9, 2021, as a part of closing the Cosmos Transaction, Mawson issued a total of 428,270,616 shares to Mawson AU shareholders. There remained 50,558,133 shares that are to be issued once the approval of increase in authorized capital has been finalized. On May 20, 2021, the Authorized Capital increased from 500,000,000 to 800,000,000 shares. On June 2, 2021, the Company issued 3,475,970 shares to a combination of Mawson AU shareholders, and service providers to Mawson AU, who were eligible for shares on 31 December 2021. On June 15, 2021, the final 48,983,148 shares under the Cosmos Transaction were issued to Mawson AU shareholders. Restricted Stock As at July 31 2021, making up the total 480,729,734 in shares issued as a part of the compensation of the Cosmos Transaction, 175,661,839 are restricted in trading under the Restricted Stock Agreement with each shareholder until December 31 2021. Series A Preferred Stock As of June 30, 2021, there are 178 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 six months ended June 30, 2021 is as follows: Number of Weighted Weighted Outstanding as of December 31, 2020 142,189 Issued 16,960,982 $ 0.001 3.3 Exercised (115,902 ) Expired 0 Outstanding as of June 30, 2021 16,987,269 $ 0.001 3.3 Warrants exercisable as of June 30, 2021 16,987,269 $ 0.001 3.3 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. On July 29, 2021 our Form S-1 registration statement (“S-1”) was declared effective, resulting in our contention that our public float is greater than 10% of the total shares outstanding and thereby we believe we are compliant with the OTCQB Standards. We are in the process of filing the requisite form with OTC Markets to confirm our public float compliance under OTCQB Standards. On June 2, 2021, the Company issued 8,250,000 warrants to W Capital at an exercise price of $0.001 to satisfy the outstanding obligation to 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. |
Debt, Commitments and Contingen
Debt, Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
DEBT, COMMITMENTS AND CONTINGENCIES | NOTE 5 – DEBT, COMMITMENTS AND CONTINGENCIES Convertible Note On February 12, 2021, Mawson AU issued 28,012,364 unsecured convertible promissory notes (the “Mawson AU Notes”), which mandatorily convert into 0.0424 shares in Mawson AU 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 Mawson AU Notes raised net proceeds of $20,275,349 comprising gross proceeds of $21,569,520 less transaction costs. The Mawson AU Notes automatically converted into convertible notes of Mawson (“Mawson Notes”) upon close of the Cosmos Transaction on March 9, 2021. The Mawson Notes have substantially the same terms as the Mawson AU 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 January 25, 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 June 30, 2021 the Company had closed this facility and no longer has any liabilities to Independent Reserve. To replace the liquidity provided by Independent Reserve Mawson AU entered into a working capital facility with Georgina Manning Pty Ltd for up to AUD$1,000,000. 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 due 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 As at June 30, 2021, the Company owns 50% of the equity in Luna Squares, LLC. Luna Squares LLC leases a five-acre lot in the State of Georgia referred to as “Luna Squares” from the Development Authority of Washington County. The initial lease held by Luna Squares, is from May 1, 2020 until April 30, 2023. Luna Squares entered into an amendment to the lease and exercised its option for additional land, which was signed and came into effect from February 23, 2021 (“Lease Amendment”). In addition to the extra land occupied, the amendment also includes five, 3-year extension options bringing a total optional lease period 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. 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. |
Deferred Tax
Deferred Tax | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Tax [Abstract] | |
DEFERRED TAX | NOTE 6 – DEFERRED TAX We compute our quarterly income tax expense/(benefit) by using a forecasted annual effective tax rate and adjust for any discrete items arising during the interim period. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and carryforward losses. The tax effects of temporary differences and tax loss and other credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at June 30, 2021, and December 31, 2020 are comprised of the following: Significant components of our deferred tax assets and deferred tax liabilities are as follows: June 30, December 31, 2021 2020 Deferred income tax liabilities: Depreciation $ (2,613,910 ) $ (1,116,350 ) Transaction gains and losses (91,639 ) (129,483 ) Other deferred tax liability - (775 ) Net deferred tax liability (2,705,549 ) (1,246,608 ) Deferred income tax assets: Net operating loss carryforwards 4,984,048 2,782,861 Transaction gains and losses 38,171 93,874 Transaction costs - 3,688 Total deferred tax assets 5,022,219 2,880,423 Valuation allowance (2,316,670 ) (1,633,815 ) Net deferred tax assets $ - $ - For the six month period ended June 30, 2021 the Company recognized $nil income tax expense (June, 30 2020: $nil). As of June 30, 2021, we had federal and foreign net operating loss carryforwards of approximately $4.98 million and $5.36 million respectively, of which the ability to be carried forward indefinitely is subject to continued and ongoing review. Utilization of net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code and similar state provisions. Annual limitations may result in expiration of net operating loss and tax credit carryforwards before some or all of such amounts have been utilized. The Company and its subsidiaries are subject to United States federal income tax, foreign income and withholding tax and income taxes from state jurisdictions. All tax years are open and subject to inspection by taxing authorities. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued and has concluded that no such events or transactions took place that would require disclosure herein except as stated directly below. On July 5, 2021, the Company consummated the acquisition (“the Acquisition) of all of the outstanding membership interests of Luna Squares LLC, a Delaware limited liability company (f/k/a Innovative Property Management, LLC) (“Luna”) 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”). This transaction will be referred to as “the Luna Squares Transaction”. Further information on the Luna Squares Transaction can be found on the Company’s form 8K filed on July, 9, 2021. Pursuant to the Hoffman MIPA, on July 7, 2021, the Company paid USD50,000 to Mr Hoffman and on August 02, 2021, the Company issued 55,555 of its common stock to Mr Hoffman (calculated as USD50,000 worth of common stock at a stock price of USD0.90). This relates to Mr Hoffman’s equity interest of 25% in Luna. Pursuant to the TRS MIPA, on July 7, 2021, the Company paid USD50,000 to TRS Ventures LLC and on August 02, 2021, the Company issued 111,111 of its common stock to TRS Ventures LLC (calculated as USD100,000 worth of common stock at a stock price of USD0.90). This relates to TRS Ventures LLC’s equity interest of 15% in Luna. On August 10, 2021, the Company issued 46,139,019 shares of its 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and basis of preparation | Principles of Consolidation and basis of preparation These consolidated, condensed interim financial statements should be read in conjunction with the audited consolidated financial statements for Cosmos Capital Limited (now known as Mawson Infrastructure Group Pty Ltd) 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 condensed interim 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 (now known as Mawson Infrastructure Group Pty Ltd) and its subsidiaries, not Mawson Infrastructure Group Inc. and its subsidiaries. On March 9, 2021, Cosmos Capital Limited (now known as Mawson Infrastructure Group Pty Ltd) was acquired by the Company. For accounting purposes, this was accounted for as a reverse asset acquisition with Cosmos Capital Limited (now known as Mawson Infrastructure Group Pty) as the accounting acquirer (refer to significant accounting policies below). The consolidate results of the Company are reported in U.S. Dollars and include the operations of all its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
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 (now known as Mawson Infrastructure Group Pty Ltd) 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 June 30, 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 (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. Full details of the transaction and the impact are included in the Company’s Form 10Q filed May 19, 2021. This transaction reverse asset acquisition and the associated impact is referred to as the Cosmos Transaction. 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 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. Share based payments expenses for the three months ended June 30, 2021 were $5.56 million which related to the W Capital Warrants fair value uplift. Equity accounted investments Mawson subscribed for 500,000 shares in Distributed Storage Solutions Pty Ltd (DSS) at AUD$1.00 per share on March 1, 2020. As at June 30, 2021, Mawson held 20.06% of the equity in DSS, an Australian private company operating a blockchain based decentralized storage business, based on the IPFS protocol. This investment has been equity accounted, as the company has assessed that is has significant influence over the operations of the investee. |
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 Q2 2021 the Company earned revenues from the sale of earlier generation cryptocurrency mining units and modular data centers that have been assembled or refurbished for resale (collectively “Hardware”). Revenue from the sale of Hardware is recognized when all of the following conditions are satisfied: (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) 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. The Company compares the book value of digital currencies held to the prevailing market price at each reporting period. 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 and six months ended June 30, 2021; BTC Held Three months to Six months to Opening Digital currencies 10.29 0.52 Additions of digital currencies 127.00 250.22 Sale of digital currencies (137.28 ) (250.74 ) Digital currencies at June 30, 2021 0.01 0.01 |
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 June 30, 2021 and 2020 are as follows: As at June 30, 2021 2020 Warrants to purchase common stock 16,987,269 - Restricted Stock-Units (“RSU”) issued under a management equity plan 40,000,000 - Mandatorily convertible notes which exchange into common stock 63,626,903 - 120,614,172 - The following table sets forth the computation of basic and diluted loss per share: For the three months ended For the six months ended 2021 2020 2021 2020 Net Loss attributable to common shareholders $ (6,348,860 ) $ (2,053,857 ) $ (44,868,930 ) $ (2,583,353 ) Denominator: Weighted average common shares - basic and diluted 502,642,831 6,847,465 472,987,017 6,713,069 Loss per common share - basic and diluted $ (0.013 ) $ (0.300 ) $ (0.095 ) $ (0.385 ) Comparative weighted average common shares have been revised by the ratio of Mawson AU 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 (now knows as Mawson Infrastructure Group Pty Ltd) 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) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of digital currencies | BTC Held Three months to Six months to Opening Digital currencies 10.29 0.52 Additions of digital currencies 127.00 250.22 Sale of digital currencies (137.28 ) (250.74 ) Digital currencies at June 30, 2021 0.01 0.01 |
Schedule of diluted loss per share | As at June 30, 2021 2020 Warrants to purchase common stock 16,987,269 - Restricted Stock-Units (“RSU”) issued under a management equity plan 40,000,000 - Mandatorily convertible notes which exchange into common stock 63,626,903 - 120,614,172 - |
Schedule of basic and diluted net loss per share | For the three months ended For the six months ended 2021 2020 2021 2020 Net Loss attributable to common shareholders $ (6,348,860 ) $ (2,053,857 ) $ (44,868,930 ) $ (2,583,353 ) Denominator: Weighted average common shares - basic and diluted 502,642,831 6,847,465 472,987,017 6,713,069 Loss per common share - basic and diluted $ (0.013 ) $ (0.300 ) $ (0.095 ) $ (0.385 ) |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding stock warrants | Number of Weighted Weighted Outstanding as of December 31, 2020 142,189 Issued 16,960,982 $ 0.001 3.3 Exercised (115,902 ) Expired 0 Outstanding as of June 30, 2021 16,987,269 $ 0.001 3.3 Warrants exercisable as of June 30, 2021 16,987,269 $ 0.001 3.3 |
Deferred Tax (Tables)
Deferred Tax (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Tax [Abstract] | |
Schedule of deferred tax assets and deferred tax liabilities | June 30, December 31, 2021 2020 Deferred income tax liabilities: Depreciation $ (2,613,910 ) $ (1,116,350 ) Transaction gains and losses (91,639 ) (129,483 ) Other deferred tax liability - (775 ) Net deferred tax liability (2,705,549 ) (1,246,608 ) Deferred income tax assets: Net operating loss carryforwards 4,984,048 2,782,861 Transaction gains and losses 38,171 93,874 Transaction costs - 3,688 Total deferred tax assets 5,022,219 2,880,423 Valuation allowance (2,316,670 ) (1,633,815 ) Net deferred tax assets $ - $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Accounting Policies [Abstract] | |
Share based payments | 40,000,000 |
Share based payments expenses (in Dollars) | $ | $ 5,560 |
Subscribed shares | 500,000 |
Price per share (in Dollars per share) | $ / shares | $ 1 |
Percentage held equity | 20.06% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of digital currencies - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Schedule of digital currencies [Abstract] | ||
Opening Digital currencies | $ 10.29 | $ 0.52 |
Additions of digital currencies | 127 | 250.22 |
Sale of digital currencies | (137.28) | (250.74) |
Digital currencies at June 30, 2021 | $ 0.01 | $ 0.01 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share - shares | Jun. 30, 2021 | Jun. 30, 2020 |
Schedule of diluted loss per share [Abstract] | ||
Warrants to purchase common stock | 16,987,269 | |
Restricted Stock-Units (“RSU”) issued under a management equity plan | 40,000,000 | |
Mandatorily convertible notes which exchange into common stock | 63,626,903 | |
Total | 120,614,172 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of basic and diluted net loss per share [Abstract] | ||||
Net Loss attributable to common shareholders | $ (6,348,860) | $ (2,053,857) | $ (44,868,930) | $ (2,583,353) |
Denominator: | ||||
Weighted average common shares - basic and diluted | 502,642,831 | 6,847,465 | 472,987,017 | 6,713,069 |
Loss per common share - basic and diluted | $ (0.013) | $ (0.300) | $ (0.095) | $ (0.385) |
Deposit, Property and Equipme_2
Deposit, Property and Equipment and Intangible Assets (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
May 19, 2021 | Feb. 05, 2021 | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | |
Property, Plant and Equipment [Abstract] | ||||
Purchase price, description | 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”). | |||
Description transaction payments | a)$1,058,000 during March, 2021 for 588 miners b) $1,058,000 during April, 2021 for 588 miners c)$1,905,120 during June, 2021 for 1,176 miners | |||
Number of resold units | 200 | |||
Cash paid for deposit | $ 13,020 | |||
Depreciation and amortization expense, description | The Company’s depreciation and amortization expense for the three months ended 30 June 2021 and 2020 were $2.53m and $1.10m respectively. | |||
Depreciation and amortization expense | $ 3,850 | $ 2,460 |
Stockholders Equity (Details)
Stockholders Equity (Details) - $ / shares | Mar. 09, 2021 | Jul. 31, 2021 | Jul. 29, 2021 | Jun. 30, 2021 | Jun. 15, 2021 | Jun. 02, 2021 | Mar. 16, 2021 | Feb. 12, 2021 | Dec. 31, 2020 | May 20, 2020 |
Stockholders Equity (Details) [Line Items] | ||||||||||
Shares issued | 63,626,903 | |||||||||
Series A preferred stock outstanding | 178 | 178 | ||||||||
Percentage of outstanding shares | 10.00% | |||||||||
Total shares outstanding percentage | 10.00% | |||||||||
Warrant issued | 8,250,000 | |||||||||
Exercise price (in Dollars per share) | $ 0.001 | |||||||||
Restricted Stock [Member] | Subsequent Event [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Total shares issued | 480,729,734 | |||||||||
Cosmos Transaction [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Shares issued | 48,983,148 | |||||||||
Cosmos Transaction [Member] | Restricted Stock [Member] | Subsequent Event [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Total shares issued | 175,661,839 | |||||||||
Cosmos Transaction [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Shares issued | 428,270,616 | |||||||||
Remaining shares | 50,558,133 | |||||||||
Mawson AU [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Shares issued | 3,475,970 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Series A preferred stock outstanding | 178 | |||||||||
Minimum [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Authorized capital increased | 500,000,000 | |||||||||
Maximum [Member] | ||||||||||
Stockholders Equity (Details) [Line Items] | ||||||||||
Authorized capital increased | 800,000,000 |
Stockholders Equity (Details) -
Stockholders Equity (Details) - Schedule of outstanding stock warrants - Warrant [Member] | 6 Months Ended |
Jun. 30, 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 | 16,987,269 |
Weighted Average Exercise Price, Outstanding, Ending (in Dollars per share) | $ / shares | $ 0.001 |
Weighted Average Remaining Contractual Life (in years), Outstanding, Ending | 3 years 3 months 18 days |
Number of Warrants, Exercisable | 16,987,269 |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ / shares | $ 0.001 |
Weighted Average Remaining Contractual Life (in years), Exercisable | 3 years 3 months 18 days |
Number of Warrants, Issued | 16,960,982 |
Weighted Average Exercise Price, Issued (in Dollars per share) | $ / shares | $ 0.001 |
Weighted Average Remaining Contractual Life (in years), Issued | 3 years 3 months 18 days |
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 | Jan. 25, 2021AUD ($) | Jun. 30, 2021ft |
Debt, Commitments and Contingencies (Details) [Line Items] | ||||
Unsecured convertible promissory notes | $ 28,012,364 | |||
Conversion price (in Dollars per share) | $ / shares | $ 0.0424 | |||
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 | |||
Working capital facility (in Dollars) | $ 1,000,000 | |||
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. | |||
Square feet of office space (in Feet) | ft | 1,076 | |||
Luna Squares, LLC. [Member] | ||||
Debt, Commitments and Contingencies (Details) [Line Items] | ||||
Description of leases term | The initial lease held by Luna Squares, is from May 1, 2020 until April 30, 2023. Luna Squares entered into an amendment to the lease and exercised its option for additional land, which was signed and came into effect from February 23, 2021 (“Lease Amendment”). In addition to the extra land occupied, the amendment also includes five, 3-year extension options bringing a total optional lease period until 2038. |
Deferred Tax (Details)
Deferred Tax (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Federal Tax [Member] | |
Deferred Tax (Details) [Line Items] | |
Net operating loss carryforwards | $ 4,980 |
Foreign Tax [Member] | |
Deferred Tax (Details) [Line Items] | |
Net operating loss carryforwards | $ 5,360 |
Deferred Tax (Details) - Schedu
Deferred Tax (Details) - Schedule of deferred tax assets and deferred tax liabilities - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred income tax liabilities: | ||
Depreciation | $ (2,613,910) | $ (1,116,350) |
Transaction gains and losses | (91,639) | (129,483) |
Other deferred tax liability | (775) | |
Net deferred tax liability | (2,705,549) | (1,246,608) |
Deferred income tax assets: | ||
Net operating loss carryforwards | 4,984,048 | 2,782,861 |
Transaction gains and losses | 38,171 | 93,874 |
Transaction costs | 3,688 | |
Total deferred tax assets | 5,022,219 | 2,880,423 |
Valuation allowance | (2,316,670) | (1,633,815) |
Net deferred tax assets |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions | Aug. 10, 2021 | Jul. 07, 2021 |
Subsequent Events (Details) [Line Items] | ||
Aggregate of common stock | 46,139,019 | |
Purchase price per share | $ 0.80 | |
Gross proceeds | $ 36,911,215 | |
Mr Hoffman [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Subsequent event, description | Pursuant to the Hoffman MIPA, on July 7, 2021, the Company paid USD50,000 to Mr Hoffman and on August 02, 2021, the Company issued 55,555 of its common stock to Mr Hoffman (calculated as USD50,000 worth of common stock at a stock price of USD0.90). This relates to Mr Hoffman’s equity interest of 25% in Luna. | |
TRS Ventures LLC [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Subsequent event, description | Pursuant to the TRS MIPA, on July 7, 2021, the Company paid USD50,000 to TRS Ventures LLC and on August 02, 2021, the Company issued 111,111 of its common stock to TRS Ventures LLC (calculated as USD100,000 worth of common stock at a stock price of USD0.90). This relates to TRS Ventures LLC’s equity interest of 15% in Luna. |