UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2022
Mawson Infrastructure Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40849 | | 88-0445167 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| Level 5, 97 Pacific Highway, North Sydney NSW Australia | | 2060 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code +61 02 8624 6130
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which
Registered |
| Common Stock, $0.001 par value | | MIGI | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 24, 2022, Mawson Infrastructure Group Inc. (the “Company”) received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is no longer in compliance with the Nasdaq’s audit committee requirements as set forth in Nasdaq Listing Rule 5605 (“Rule 5605”) due to the resignation of Mr Yosef Keret from the Company’s Board of Directors and the Audit Committee of the Board of Directors, which took effect on September 14, 2022, and was previously announced. However, consistent with Rule 5605(c)(2), Nasdaq has provided the Company with a cure period in order to regain compliance as follows: (a) until the earlier of the Company’s next annual stockholders’ meeting or September 13, 2023; or (b) if the Company’s next annual stockholders’ meeting is held before March 13, 2023, then until March 13, 2023. The Notice is a notice of deficiency, not delisting, and does not currently affect the listing or trading of shares of the Company’s common stock on Nasdaq, which will continue to trade under the symbol “MIGI.”
The Company has begun the recruitment process to the fill the vacancy on its Board of Directors and Audit Committee of the Board of Directors. In the event the Company does not regain compliance with Rule 5605 in time, Nasdaq rules require Nasdaq staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this report that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include the Company’s efforts to regain compliance with Rule 5605. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2022, and Quarterly Reports on Form 10-Q filed with the SEC on May 16, 2022, and August 22, 2022 and in other filings that the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Mawson Infrastructure Group Inc. |
| | | |
| Date: October 26, 2022 | By: | /s/ James Manning |
| | | James Manning |
| | | Chief Executive Officer |
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