Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 12, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Mawson Infrastructure Group Inc. | |
Entity Central Index Key | 0001218683 | |
Entity File Number | 001-40849 | |
Entity Tax Identification Number | 88-0445167 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 950 Railroad Avenue | |
Entity Address, City or Town | Midland | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 15059 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | 1-412 | |
Local Phone Number | 515-0896 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MIGI | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 17,518,483 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 6,373,082 | $ 4,476,339 |
Prepaid expenses | 4,242,057 | 3,556,933 |
Trade and other receivables | 13,243,037 | 12,105,387 |
Total current assets | 23,858,176 | 20,138,659 |
Property and equipment, net | 36,369,878 | 57,740,291 |
Derivative asset | 5,744,241 | 4,058,088 |
Investments, equity method | 102,155 | 106,807 |
Security deposits | 415,651 | 415,000 |
Operating lease right-of-use asset | 1,219,943 | 2,307,399 |
Total assets | 67,710,044 | 84,766,244 |
Current liabilities: | ||
Trade and other payables | 34,196,548 | 32,513,113 |
Current portion of operating lease liability | 888,637 | 1,416,310 |
Current portion of finance lease liability | 33,677 | 33,059 |
Current portion of long-term borrowings | 19,125,415 | 19,352,752 |
Total current liabilities | 54,244,277 | 53,315,234 |
Operating lease liability, net of current portion | 410,165 | 1,016,216 |
Finance lease liability, net of current portion | 41,510 | 50,164 |
Total liabilities | 54,695,952 | 54,381,614 |
Commitments and Contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value per share; 90,000,000 shares authorized, 16,644,711 shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 16,645 | 16,645 |
Additional paid-in capital | 215,249,725 | 211,279,176 |
Accumulated other comprehensive income | 178,386 | 608,688 |
Accumulated deficit | (202,430,664) | (182,666,465) |
Total Mawson Infrastructure Group, Inc. stockholders’ equity | 13,014,092 | 29,238,044 |
Non-controlling interest | 1,146,586 | |
Total stockholders’ equity | 13,014,092 | 30,384,630 |
Total liabilities and stockholders’ equity | 67,710,044 | 84,766,244 |
Series A Preferred Stock | ||
Stockholders’ equity: | ||
Series A preferred stock; 1,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 16,644,711 | 16,644,711 |
Common stock, shares outstanding | 16,644,711 | 16,644,711 |
Series A Preferred Stock | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Revenues: | |||
Total revenues | $ 18,771,309 | $ 7,670,605 | |
Less: Cost of revenues (excluding depreciation) | 11,786,168 | 4,678,002 | |
Gross profit | 6,985,141 | 2,992,603 | |
Operating expenses: | |||
Selling, general and administrative | 3,463,923 | 4,977,417 | |
Stock based compensation | [1] | 4,901,484 | 1,068,288 |
Depreciation and amortization | 7,999,076 | 7,962,523 | |
Change in fair value of derivative asset | (1,686,152) | 681,225 | |
Total operating expenses | 14,678,331 | 14,689,453 | |
Loss from operations | (7,693,190) | (11,696,850) | |
Non-operating income (expense): | |||
Gains (losses) on foreign currency transactions | 169,638 | (418,216) | |
Interest expense | (734,580) | (835,107) | |
Loss on write off property and equipment | (118,933) | ||
Profit on sale of site | 790,847 | ||
Gain on sale of marketable securities | 1,437,230 | ||
Other income | 165,160 | 44,510 | |
Other expenses | (9,792) | ||
Loss on deconsolidation | (11,925,908) | ||
Share of net loss of equity method investments | (36,356) | ||
Total non-operating income (expense), net | (12,335,482) | 863,975 | |
Loss before income taxes | (20,028,672) | (10,832,875) | |
Income tax benefit (expense) | 59,387 | (548,083) | |
Net Loss | (19,969,285) | (11,380,958) | |
Less: Net loss attributable to non-controlling interests | (205,086) | (278,933) | |
Net Loss attributed to Mawson Infrastructure Group stockholders | $ (19,764,199) | $ (11,102,025) | |
Net Loss per share, basic (in Dollars per share) | $ (1.19) | $ (0.8) | |
Weighted average number of shares outstanding (in Shares) | 16,644,711 | 13,953,308 | |
Digital currency mining revenue | |||
Revenues: | |||
Total revenues | $ 7,514,763 | $ 2,756,000 | |
Co-location revenue | |||
Revenues: | |||
Total revenues | 8,234,041 | 4,322,553 | |
Net energy benefits | |||
Revenues: | |||
Total revenues | 2,472,505 | 441,055 | |
Sale of equipment | |||
Revenues: | |||
Total revenues | $ 550,000 | $ 150,997 | |
[1]Stock based compensation expense in the consolidated, condensed unaudited statement of operations includes $3.97 million of stock based compensation and $0.93 million for surrendered shares. |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net Loss per share, diluted | $ (1.19) | $ (0.80) |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (19,969,285) | $ (11,380,958) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | (482,143) | 131,733 |
Comprehensive loss | (20,451,428) | (11,249,225) |
Less: Comprehensive loss attributable to non-controlling interests | (205,086) | (278,933) |
Comprehensive loss attributable to common stockholders | $ (20,246,342) | $ (10,970,292) |
Consolidated Condensed Statem_4
Consolidated Condensed Statements of Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in- Capital | Accumulated Other Comprehensive Income/(Loss) | Accumulated Deficit | Total Mawson Stockholders’ Equity | Non- controlling interest | Total |
Balance at Dec. 31, 2022 | $ 13,626 | $ 194,294,559 | $ 5,021,467 | $ (122,257,628) | $ 77,072,024 | $ (905,904) | $ 76,166,120 |
Balance (in Shares) at Dec. 31, 2022 | 13,625,882 | ||||||
Issuance of common stock, share based compensation | $ 216 | 647,757 | 647,973 | 647,973 | |||
Issuance of common stock, share based compensation (in Shares) | 216,460 | ||||||
Issuance of warrants | 500,500 | 500,500 | 500,500 | ||||
Exercising of RSU’s and stock options | $ 113 | 196,661 | 196,774 | 196,774 | |||
Exercising of RSU’s and stock options (in Shares) | 113,104 | ||||||
Issuance of common stock, net of offer costs | $ 176 | 471,203 | 471,379 | 471,379 | |||
Issuance of common stock, net of offer costs (in Shares) | 175,664 | ||||||
Net loss | (11,102,025) | (11,102,025) | (278,933) | (11,380,958) | |||
Other comprehensive income(loss) | 90,692 | 90,692 | 41,041 | 131,733 | |||
Balance at Mar. 31, 2023 | $ 14,131 | 196,110,680 | 5,112,159 | (133,359,653) | 67,877,317 | (1,143,796) | 66,733,521 |
Balance (in Shares) at Mar. 31, 2023 | 14,131,110 | ||||||
Balance at Dec. 31, 2023 | $ 16,645 | 211,279,176 | 608,688 | (182,666,465) | 29,238,044 | 1,146,586 | 30,384,630 |
Balance (in Shares) at Dec. 31, 2023 | 16,644,711 | ||||||
Deconsolidation of MIG No.1 Pty Ltd | (889,659) | (889,659) | |||||
Stock based compensation expense for RSU’s and stock options | 3,970,549 | 3,970,549 | 3,970,549 | ||||
Net loss | (19,764,199) | (19,764,199) | (205,086) | (19,969,285) | |||
Other comprehensive income(loss) | (430,302) | (430,302) | (51,841) | (482,143) | |||
Balance at Mar. 31, 2024 | $ 16,645 | $ 215,249,725 | $ 178,386 | $ (202,430,664) | $ 13,014,092 | $ 13,014,092 | |
Balance (in Shares) at Mar. 31, 2024 | 16,644,711 |
Consolidated Condensed Statem_5
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (19,969,285) | $ (11,380,958) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 7,999,076 | 7,962,523 |
Amortization of operating lease right-of-use asset | 355,688 | 338,781 |
Foreign exchange gain | (89,450) | 386,952 |
Stock based compensation | 3,970,549 | 1,068,288 |
Non-cash interest expense | 669,183 | 439,635 |
Unrealized (gain) loss on derivative asset | (1,686,152) | 681,225 |
Loss on deconsolidation | 11,925,908 | |
Gain on sale of marketable securities | (1,437,230) | |
Gain on lease termination | (35,483) | |
Loss from equity method investments | 36,122 | |
Loss (gain) on sale of property and equipment | (51,185) | 77,603 |
Loss on write off of property and equipment | 118,933 | |
Changes in assets and liabilities: | ||
Trade and other receivables | (1,137,650) | 981,569 |
Operating lease liabilities | (364,965) | (340,156) |
Other current assets | (685,775) | 3,829,172 |
Trade and other payables | 975,188 | (1,445,868) |
Net cash provided by operating activities | 1,875,647 | 1,316,591 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payment for the purchase of property and equipment | (19,360) | (3,148,946) |
Proceeds from sales of property and equipment | 550,000 | 1,010,692 |
Proceeds from sale of marketable securities | 6,207,548 | |
Net cash provided by investing activities | 530,640 | 4,069,294 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from common share issuances | 471,379 | |
Repayment of finance lease liabilities | (9,544) | (9,543) |
Repayment of borrowings | (500,000) | (5,397,550) |
Net cash used in financing activities | (509,544) | (4,935,714) |
Effect of exchange rate changes on cash and cash equivalents | (9,110) | |
Net increase in cash and cash equivalents | 1,896,743 | 441,061 |
Cash and cash equivalents at beginning of period | 4,476,339 | 946,265 |
Cash and cash equivalents at end of period | 6,373,082 | 1,387,326 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 65,397 | 395,472 |
Cash paid for income taxes | ||
Non-cash transactions | ||
Recognition of right of use operating asset and lease liability | 82,879 | |
Accrued interest on convertible notes settled in common stock | $ 276,959 |
General
General | 3 Months Ended |
Mar. 31, 2024 | |
General [Abstract] | |
GENERAL | NOTE 1 – GENERAL Nature of Operations Mawson Infrastructure Group Inc. (“Mawson,” the “Company,” “we,” “us,” and “our”) is a digital infrastructure company headquartered in the United States. Mawson is a corporation incorporated in Delaware in 2012. On March 9, 2021, the Company acquired the shares of Cosmos Capital Limited in a stock for stock exchange. This transaction has been accounted for as a reverse asset acquisition. Mawson was previously known as Wize Pharma Inc, and changed its name on March 17, 2021. Shares of Mawson’s common stock, par value $0.001 per share (“Common Stock”) have been listed on The Nasdaq Capital Market since September 29, 2021. The Company has 3 primary businesses – digital currency or Bitcoin self-mining, co-location and related services, and energy markets. Throughout this filing, we use the term Bitcoin (with a capital “B”) to represent the overall concept of Bitcoin, including the technology, protocol, and the entire ecosystem. The term bitcoin (with a lower case “b”) refers to the digital bitcoin currency or token. The Company develops and operates digital infrastructure for digital currency, such as bitcoin, mining activities on the Bitcoin blockchain network. The Company also provides digital infrastructure services for its co-location customers that use computational machines to mine bitcoin through our data centers and the Company charges for the use of its digital infrastructure and related services. The Company also has an energy markets program through which it can receive net energy benefits in exchange for curtailing the power the Company utilizes from the grid in response to instances of high electricity demand. The Company may also transact in digital currency mining, data center infrastructure and related equipment on a periodic basis, subject to prevailing market conditions. The Company designs, develops, operates, and manages its digital infrastructure to responsibly support the Bitcoin network by contributing to the scale, structure, and decentralization of the Bitcoin network and optimizing energy consumption. The Company helps contribute to the ecosystem and growth of digital currencies and commodities as there continues to be a global transition to the new digital economy. The Company strives to operate and invest in markets and communities that offer low or zero carbon renewable energy sources and participate in energy management activities. We invest in the communities in which we operate and also support our broader ecosystem. The Company manages and operates data centers delivering a current capacity of approximately 109 MW with its current operational sites in the United States of America. The Company has previously reported through an 8-K filing on March 29, 2024 that the Company may seek to exit certain or all of its entities and holdings in Australia. The accompanying consolidated condensed unaudited interim financial statements, including the results of a number of the Company’s Australian subsidiaries: Cosmos Trading Pty Ltd, Cosmos Infrastructure LLC, Cosmos Manager LLC, MIG No.1 Pty Ltd (on March 19, 2024, an Australian entity MIG No.1 Pty Ltd was placed into a Australian court appointed liquidation and wind-up process, as disclosed in note 3), MIG No.1 LLC, Mawson AU Pty Ltd (on April 23, 2024, an Australian entity Mawson AU Pty Ltd was placed into a Australian court appointed liquidation and wind-up process, as disclosed in note 10 subsequent events), an Australian entity Mawson Services Pty Ltd (on April 29, 2024, Mawson Services Pty Ltd was placed into a Australian court appointed liquidation and wind-up process, as disclosed in note 10 subsequent events), Luna Squares LLC, Mawson Bellefonte LLC, Luna Squares Repairs LLC, Luna Squares Property LLC, Mawson Midland LLC, Mawson Hosting LLC, Mawson Ohio LLC and Mawson Mining LLC (collectively referred to as the “Group”), have been prepared by the Company, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States (“GAAP”). These consolidated, condensed unaudited interim financial statements should be read in conjunction with the audited consolidated financial statements of the Group as of December 31, 2023, and the notes thereto, included in the Company’s Annual Report on Form 10-K filed with SEC on April 1, 2024. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of the interim period are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. These consolidated, condensed unaudited 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. Going Concern The accompanying consolidated, condensed unaudited interim financial statements have been prepared assuming the Company will continue as a going concern basis and in accordance with GAAP. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern For the three months ended March 31, 2024, the Company incurred a loss after tax of $19.76 million, and as of March 31, 2024, had negative working capital of $30.39 million, had total net assets of $13.01 million and had an accumulated deficit of $202.43 million. The Company’s cash position as of March 31, 2024, was $6.37 million. Bitcoin prices can be volatile and the difficulty of earning bitcoin has typically trended higher over time, which means the Company typically earns less bitcoin for the same effort. In addition, the rewards that bitcoin miners earn halved (not including transaction fees) during April 2024. These factors are outside the Company’s direct control, and the Company may not be able to practically mitigate their impact. The Company cannot predict with any certainty whether these trends will reverse or persist. In addition, the Company’s miners and other mining equipment will require replacement over time as they come to the end of their useful lives to ensure that the Company can continue to competitively and efficiently produce bitcoin. The Customer Equipment Co-Location Agreement the Company’s subsidiary, Luna Squares LLC (“Luna”), had with Celsius Mining LLC (the “Co-Location Agreement”), expired on August 23, 2023. Celsius Mining LLC is currently in default on payments under the Co-Location Agreement to Luna. On July 13, 2022, Celsius Mining LLC and its other affiliated debtors (collectively here “Celsius”) filed for bankruptcy relief under Chapter 11 in the United States Bankruptcy Court. Celsius has failed to pay approximately $6.95 million of unpaid co-location invoices, but due to Celsius’s Ch. 11 bankruptcy, $1.84 million of that $6.95 million are considered pre-petition amounts, for which Luna is a general unsecured creditor, and $5.11 million of that $6.95 million are considered post-petition amounts due and payable to Luna for which Luna has filed a proof of claim. Celsius has commenced the process of making distributions under its plan approved by the Court on January 31, 2024. Luna expects payment of its claims and continues to monitor the status of this matter. In addition, Celsius and Luna have made certain allegations and counter-allegations against each other claiming it is owed approximately $8 million under the promissory note and claiming entitlement to return of $15.33 million paid as deposit. Mawson denies that Celsius is entitled to the relief it seeks in the adversary proceeding and is actively defending the matter. As of May 1, 2024 and pursuant to a court order dated April 22, 2024, the Celsius civil lawsuit against Luna and Mawson has been dismissed pursuant to the Company’s successful motion to compete arbitration. Currently, no arbitration proceedings or further appeals have been filed by either party. A subsidiary of the Company, MIG No. 1 Pty Ltd (“MIG No.1”) has a Secured Loan Facility Agreement with Marshall Investments GCP Pty Ltd ATF for the Marshall Investments MIG Trust (“Marshall”). The loan matured in February 2024 and the total outstanding balance is $9.09 million as of March 31, 2024. MIG No. 1 Pty Ltd, an Australian entity, has not made a principal and interest payment since May 2023. Marshall and MIG No. 1 Pty Ltd have each reserved their rights. On March 18, 2024, MIG No.1 Pty Ltd was placed into a court appointed liquidation and wind-up process and was deconsolidated from the group on this date, see Note 3. The Company is the guarantor on a Secured Loan Facility Agreement for working capital by Mawson Infrastructure Group Pty Ltd with W Capital Advisors Pty Ltd. As of March 31, 2024, AUD $1.77 million (USD $1.13 million) has been drawn down from this facility. The Secured Loan Facility expired in March 2023. This Secured Loan Facility Agreement was entered into with an Australian entity Mawson Infrastructure Group Pty Ltd, this company was placed into Australian voluntary administration on October 30, 2023 and on November 3, 2023, W Capital Advisors appointed receivers and managers in Australia under the terms of their security relating to their working capital facility. The Company, or its subsidiaries, have not fulfilled specific payment obligations related to the Celsius Promissory Note, Marshall loan and the W Capital Working Capital Loan mentioned above. Consequently, the creditors associated with these debt facilities may initiate actions as allowed by relevant grace periods. This includes the possibility of opting to expedite the repayment of the principal debt, pursuing legal action against the Company or its subsidiaries for payment default, raising interest rates to the default or overdue rate, or taking appropriate measures concerning collateral (including appointing a receiver), if applicable. The Company has evaluated the above conditions and concluded that these conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these consolidated financial statements. To mitigate these conditions, the Company has explored various avenues to enhance liquidity, fund the Company’s expenditures, and meet debt servicing requirements. These strategies include, among others: ● Executing and implementing further new customer co-location service agreements; ● Engaging in discussions with new and existing lenders, including related to refinancing debt, raising additional debt, or modifying terms of existing debt; ● Considering equity issuances such as capital raises; ● Assessing and evaluating corporate and strategic transactions including engagement of an investment bank; ● Assessing and evaluating monetizing specific assets, including potential sales of mining infrastructure equipment, miners, operational sites, or expansion locations under consideration; and ● Conducting assessments to identify and implement operational efficiencies, cost-cutting measures, and other actions aimed at enhancing revenue and optimizing expenses. Although the Company may have access to debt, equity, and other sources of funding, these may require additional time and cost, may impose operational restrictions and other covenants on the Company, may not be available on attractive terms, and may not be available at all. If the Company raises additional capital or debt, this could cause additional dilution to the Company’s current stockholders. The terms of any future capital raise or debt issuance and the costs of any financing are uncertain and may be unfavorable to the Company and the Company’s current stockholders. Should the Company be unable to source sufficient funding, the Company may not be able to realize assets at their recognized values and fulfill its liabilities in the normal course of business at the amounts stated in these consolidated financial statements. As previously reported, the Company has engaged Needham and Company, an investment bank, and is obtaining advice from outside legal counsel. It is important to note that strategic and other initiatives may not lead to any transaction or other outcome. These consolidated, condensed unaudited interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and other commitments in the normal course of business. They do not include any adjustments relating to the recoverability and carrying amounts of assets and the amounts of liabilities should the Company be unable to continue as a going concern and meet its obligations and debts as and when they fall due. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Preparation The accompanying unaudited consolidated condensed financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Intercompany investments, balances and transactions have been eliminated in consolidation. Non–controlling interests represent the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. Any change 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 stockholders, 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. Use of Estimates and Assumptions The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of income and expenses during the reporting periods. Actual results could differ 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 fixed assets, realization of long-lived assets, unrealized tax positions, valuing the derivative asset classified under Level 3 fair value hierarchy, and the contingent obligation with respect to future revenues. Revenue recognition Digital currency mining revenue The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). The Company has a contract with mining pools and has undertaken the performance obligation of providing computing power in exchange for non-cash consideration in the form of digital currency. The provision of computing power is the only performance obligation in the Company’s contract with its pool operators. Where the consideration received is variable (for example, due to payment only being made upon successful mining), it is recognized when it is highly probable that the variability is resolved, which is generally when the digital currency is received. The Company measures the non-cash consideration received at the fair market value of the digital currency received. Management estimates fair value on a daily basis, as the quantity of digital currency received multiplied by the price quoted on the crypto exchange that the Company uses to dispose of digital currency. Co-location revenue Co-location customers pay for energy used in connection with the customer co-location agreement on a pass-through basis, which may be on a fixed or variable basis calculated on the portion of energy used by the customer on the site. The Company additionally charges co-location fees for the use of the facilities, and other related fees. Revenue is typically received monthly from the customer based on the power usage at the rates outlined in each customer contract. The customer contracts contain variable consideration to be allocated to and recognized in the period to which the consideration relates. Usually this is when it is invoiced, rather than obtaining an estimation of variable consideration at the beginning of the customer contracts. Net energy benefits In exchange for powering down the Company’s digital infrastructure and curtailing power usage in response to instances of high electricity demand, the Company receives net energy benefits from the grid. Revenue for curtailing power is recognized over the period that the services are being provided. The Company estimates the amount of curtailable power and the expected payment for that curtailment and recognizes revenue based on the proportion of the service that has been provided. In this arrangement, the Company is considered the principal and revenue is recognized on a gross basis. Revenue through the Company’s power pricing arrangement is recognized over the period that the services are being provided. The Company estimates the amount of energy available for sale and the expected payment for that energy, and recognizes revenue based on the proportion of the service that has been provided. In this arrangement, the Company is considered the principal and revenue is recognized on a gross basis. Equipment sales The Company had previously earned revenues from the sale of earlier generation digital currency mining units, modular data centers or equipment that have been assembled or refurbished for resale (collectively, “Hardware”). Revenue from the sale of Hardware is recognized upon transfer of control of the Hardware to the customer. At the date of sale, the net book value is expensed in cost of revenues. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. All other repair and maintenance costs are charged to operating expenses as incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Property and equipment transferred from customers is initially measured at the fair value at the date on which control is obtained. Property and equipment are depreciated on a straight-line or declining balance basis based on the asset classification, over their useful lives to the economic entity commencing from the time the assets arrive at their destination where they are ready for use. Low-cost assets are capitalized and immediately depreciated. Depreciation is calculated over the following estimated useful lives: Asset class Useful life Depreciation Method Fixtures 5 years Straight-Line Plant and equipment 10 years Straight-Line Modular data center 5 years Declining Motor vehicles 5 years Straight-Line Computer equipment 3 years Straight-Line Computational and Processing machinery (Miners) 2 years Straight-Line Transformers 15 years Straight-Line Leasehold improvements Shorter of useful life or lease term Straight-Line Property and equipment are derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the consolidated statement of operations. The residual values, useful lives and methods of depreciation of property and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair value of financial instruments: The Company accounts for financial instruments under ASC 820, Fair Value Measurements Level 1 — Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Fair value measured as of March 31, 2024 Total Total Total Total Derivative asset $ 5,744,241 - - 5,744,241 Fair value measured as of December 31, 2023 Total Total Total Total Derivative asset $ 4,058,088 - - 4,058,088 Level 3 Assets: In June 2022, the Company entered into a Power Supply Agreement with Energy Harbor LLC, the energy supplier to the Company’s Midland, Pennsylvania facility, to provide the delivery of a fixed portion of the total amount of electricity for a fixed price through to December 2026. There were three amendments to the contract with Energy Harbor LLC entered into in November 2023, December 2023, and January 2024, all the contracts were to purchase additional electricity at a fixed price for the months of December 2023 and January 2024. If the Midland, Pennsylvania facility uses more electricity than contracted, the cost of the excess is incurred at a new price quoted by Energy Harbor LLC. While the Company manages operating costs at the Midland, Pennsylvania facility in part by periodically selling unused or uneconomical power back to the market, the Company does not consider such actions as trading activities. That is, the Company does not engage in speculation in the power market as part of its ordinary activities. Because the sale of any electricity under a curtailment program allows for net settlement, the Company has determined the Power Supply Agreement meets the definition of a derivative under ASC 815, Derivatives and Hedging The Power Supply Agreement was classified as a derivative asset beginning in the quarter ended June 30, 2022, and measured at fair value on the date of Power Supply Agreement, with changes in fair value recognized in the accompanying consolidated statements of operations. The estimated fair value of the Company’s derivative asset is classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation. Specifically, the Company’s discounted cash flow estimation models contain quoted commodity exchange spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the term of the Power Supply Agreement, which expires in December 2026. In addition, the Company adopted a discount rate of approximately 20% above the terminal value of the observable market inputs, but also includes unobservable inputs based on qualitative judgment related to company-specific risk factors. The terms of the Power Supply Agreement require pre-payment of collateral, calculated as forward cost based on the market cost rate of electricity versus the fixed price stated in the contract. Stock based compensation The Company follows ASC 718-10, Compensation-Stock Compensation Digital currencies Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies are classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other The following table presents the Company’s digital currency (bitcoin) activities for the three month period ended March 31, 2024 and 2023: Three months to March 31, 2024 2023 Opening number of bitcoin held 0.00 0.00 Number of bitcoin received 140.20 121.11 Number of bitcoin sold (140.20 ) (120.09 ) Closing number of bitcoin held 0.00 1.02 Digital currencies are 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 likely 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 Company’s policy is to typically dispose of bitcoin received from mining operations at the earliest opportunity, therefore the holding period is generally minimal, usually no more than a few days. Due to the short period for which bitcoin is held prior to sale and the consequent small numbers held, the risk of impairment is not material. No impairment charges have been recorded during the quarters ended March 31, 2024 and 2023. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Topic 3580-60): Accounting for and Disclosure of Crypto Assets. Under the new guidance, an entity would be required to subsequently measure certain crypto assets at fair value, with changes in fair value included in net income in each reporting period. The proposed set of rules would also require presentation of crypto assets and related fair value changes separately in the balance sheet and income statement and require various disclosures in interim and annual periods. The Company does not expect the adoption of ASU 2023-08 to have a material impact on its consolidated financial statements since the Company’s policy is to dispose of bitcoin received from mining operations at the earliest opportunity, therefore the holding period is minimal, usually no more than a few days. ASU 2023-08 is effective for fiscal years beginning after December 15, 2024 and interim periods within those fiscal years. The Company will adopt ASU 2023-08 on January 1, 2025 . |
Subsidiary Deconsolidation
Subsidiary Deconsolidation | 3 Months Ended |
Mar. 31, 2024 | |
Subsidary Deconsolidation [Abstract] | |
SUBSIDIARY DECONSOLIDATION | NOTE 3 – SUBSIDIARY DECONSOLIDATION Liquidation and Deconsolidation of an Australian entity MIG No.1 On March 19, 2024, the Company’s subsidiary and an Australian entity, MIG No.1 was placed into an Australian court appointed liquidation due to it being deemed insolvent in Australia. The liquidation of an insolvent company in Australia allows an independent registered Australian liquidator (the liquidator) to take control of the Australian entity so its affairs can be wound up in an orderly and fair way and to benefit creditors. In the instance of MIG No.1, it is an Australian court liquidation, where a liquidator is appointed by the Australian court to wind up a company following an application (by a creditor of MIG No.1). As a result of this the Company ceded authority for managing this Australian entity to the Australian liquidator, and the Company could not carry on MIG No.1’s activities in the ordinary course of business. For these reasons, it was concluded that the Company had ceded control of MIG No.1, and no longer had significant influence over this Australian entity since the liquidator was in control of this Australian entity. Therefore, MIG No.1 loss of control was effective when it was placed into Australian court appointed liquidation on March 189, 2024, and was deconsolidated at this date, in accordance with ASC 810-10-15. In order to deconsolidate this Australian entity, MIG No.1, the carrying values of the assets, liabilities and equity components previously recognized in accumulated other comprehensive income of MIG No.1 were removed from the Company’s consolidated balance sheet as of March 19, 2024, in accordance with ASC 810, Consolidation Investment in the Australian entity MIG No.1 The investment in this Australian entity, MIG No.1, held by the Company was accounted for under ASC 321, Investments — Equity Securities Treatment of intercompany balances The Company had total payables owed to MIG No.1 of $1.24 million. These payables have been treated as external payables from the date of liquidation, March 19, 2024. MIG No.1 Secured Loan Facility Agreement MIG No. 1 has a Secured Loan Facility Agreement with Marshall. The loan matured in February 2024 and the total outstanding balance is $9.09 million as of March 31, 2024. The Company is a guarantor of this loan. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Basic and Diluted Net Loss Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | NOTE 4 – BASIC AND DILUTED NET LOSS PER SHARE Net loss per common share is calculated in accordance with ASC 260, Earnings Per Share Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as of March 31, 2024 and 2023, are as follows: As of March 31, 2024 2023 Warrants to purchase common stock 4,904,016 2,825,278 Options to purchase common stock 1,750,417 417 Restricted Stock-Units (“RSUs”) issued under equity incentive plan(s) 8,823,321 303,450 15,477,754 3,129,145 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | NOTE 5 – LEASES The Company’s operating leases are for mining sites and its finance leases are primarily for related plant and equipment. On February 2, 2024, the Company’s lease for a non-operating property in Sharon, Pennsylvania was terminated, and the Company exited the facility, which was a non-operating site for the Company. The Company’s lease costs recognized in the consolidated condensed statements of operations consist of the following: March 31, 2024 2023 Operating lease charges (1) $ 397,894 $ 407,212 Finance lease charges: Amortization of right-of-use assets 8,143 8,143 Interest on lease obligations 1,507 2,080 (1) Included in selling, general, and administrative expenses. The following is a schedule of the Company’s lease liabilities by contractual maturity as of March 31, 2024: Operating Finance 2024 $ 920,838 $ 28,633 2025 325,554 38,176 2026 155,969 15,016 Total undiscounted lease obligations 1,402,361 81,825 Less: imputed interest (103,559 ) (6,638 ) Total present value of lease liabilities 1,298,802 75,187 Less: current portion of lease liabilities 888,637 33,677 Non-current lease liabilities $ 410,165 $ 41,510 Other lease information as of and for the period ended March 31, 2024: Operating Finance Operating cash out flows from leases $ 258,879 $ 9,544 Weighted-average remaining lease term (years) 1.48 2.15 Weighted-average discount rate (%) 10.00 % 7.50 % |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following: March 31, December 31, Plant and equipment $ 4,960,188 $ 4,973,191 Computer equipment 125,695 125,695 Processing machines (Miners) 77,447,520 102,984,186 Modular data center 21,346,757 25,449,717 Motor Vehicles 199,246 199,246 Transformers 9,344,544 9,843,359 Low-cost assets 976,717 998,815 Assets under construction 4,764,051 4,764,051 Leasehold improvements 487,527 487,527 Total 119,652,245 149,825,787 Less: Accumulated depreciation (83,282,367 ) (92,085,496 ) Property and equipment, net $ 36,369,878 $ 57,740,291 The Company incurred depreciation and amortization expense in the amounts of $7.99 million and $7.96 million for the quarters ended March 31, 2024 and 2023, respectively. There were no |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income taxes [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. Management has considered the Company’s history of book and tax income and losses incurred since inception, and the other positive and negative evidence, and has concluded that it is more likely than not that the Company will not realize the benefits of the net deferred tax assets as of March 31, 2024. The Company recorded income tax expense of approximately 0.30% and 0.0% of loss before income tax expense for the three-month periods ended March 31, 2024 and 2023, respectively. For the three months ended 2024 2023 Effective income tax rate 0.30 % 0.00 % As of March 31, 2024, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2024 | |
Borrowings [Abstract] | |
BORROWINGS | NOTE 8 – BORROWINGS Marshall loan In December 2021, the Company’s subsidiary and an Australian entity, MIG No. 1 Pty Ltd entered into a Secured Loan Facility Agreement with Marshall Investments MIG Pty Ltd. The loan matured in February 2024 and bears interest at a rate of 12% per annum (with an overdue rate provision of an additional 500bps), payable monthly with interest payments commencing that commenced in December 2021. This loan facility is secured by direct assets of MIG No.1 Pty Ltd and a general security agreement given by the Company. Principal repayments began during November 2022. The outstanding balance including interest is $9.09 million as of March 31, 2024, all of which is classified as a current liability. MIG No. 1 Pty Ltd has not made a principal and interest payment since May 2023. Marshall and MIG No. 1 Pty Ltd have each reserved their rights. On March 19, 2024, the Company’s subsidiary and Australian entity Mig No.1 Pty Ltd was placed into an Australian court appointed liquidation and wind-up process and was deconsolidated for the Group from this date, refer to note 3. On March 19, 2024, Marshall appointed receivers and managers in Australia under the terms of their security relating to their secured loan facility. The direct assets that secure this loan include 5,372 miners and 8 modular data centers (“MDCs”), these assets are held by the MIG No.1 and therefore were included in the deconsolidation. The receiver’s statutory duty includes the obligation to sell the secured assets at market value or, if market value is not known, at the best price reasonably obtainable to maximize the prospects of there being sufficient proceeds available to satisfy the balance of the outstanding secured debt. It is therefore expected that this loan balance will be offset in the future by the amount received from the sale of these miners and MDCs. Celsius loan On February 23, 2022, Luna entered into a Co-Location Agreement with Celsius Mining LLC. In connection with this agreement, Celsius Mining LLC loaned Luna a principal amount of $20 million, for the purpose of funding the infrastructure required to meet the obligations of the Co-Location Agreement, for which Luna issued a Secured Promissory Note for repayment of such amount. The Secured Promissory Note accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 200bps). Luna is required to amortize the loan at a rate of 15% per quarter, principal repayments began at the end of September 2022. The Secured Promissory Note has a maturity date of August 23, 2023, the outstanding balance including interest is $8.82 million as of March 31, 2024, all of which is classified as a current liability. Celsius Mining LLC transferred the benefit of the promissory note to Celsius Network Ltd. Celsius Mining LLC and Celsius Network Ltd filed for Chapter 11 bankruptcy protection on July 13, 2022. Under the Co-location Agreement, Celsius Mining LLC advanced $15.33 million to Luna that were held as a deposit. Whether that amount has been forfeited or must be returned to Celsius Mining LLC is the subject of a dispute between the parties. As of May 1, 2024 and pursuant to a court order dated April 22, 2024, the Celsius civil lawsuit against Luna and Mawson has been dismissed pursuant to the Company’s successful motion to compel arbitration. Currently, no arbitration proceedings or further appeals have been filed by either party. W Capital loan The Company is the guarantor on a Secured Loan Facility Agreement for working capital by Mawson Infrastructure Group Pty Ltd with W Capital Advisors Pty Ltd. As of March 31, 2024, AUD $1.77 million (USD $1.13 million) has been drawn down from this facility, all of which is classified as a current liability. The Secured Loan Facility accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 800bps) and is paid monthly. Principal repayments are paid ad hoc in line with the loan facility agreement. The Secured Loan Facility expired in March 2023. This Secured Loan facility Agreement was originally with Mawson Infrastructure Group Pty Ltd and this Australian entity was placed into Australian voluntary administration on October 30, 2023 and on November 3, 2023, W Capital Advisors appointed receivers and managers in Australia under the terms of their security relating to their working capital facility. Convertible notes On July 8, 2022, the Company issued secured convertible promissory notes to investors in exchange for cash. The outstanding balance relates to the interest on the convertible note which has been accrued from July 2022 onwards and therefore the outstanding balance is $0.91 million as of March 31, 2024, all of which is classified as a current liability. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY Common Stock During the quarter ended March 31, 2024, there was no movement in common stock. Common Stock Warrants The Company’s outstanding stock warrants have not changed during the three months ended March 31, 2024. The outstanding stock warrants as of March 31, 2024 are 4,904,016 with a weighted average remaining contractual life (in years) of 3.40 and a weighted average exercise price of $11.07, all of which are exercisable. Stock-Based Compensation: Equity plans Under the 2018 Equity Plan, the number of shares issuable under the Plan on the first day of each fiscal year increase by an amount equal to the lower of (i) 100,000 shares (after a later 10 for 1 stock split) or (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year. At the Company’s annual meeting on May 17, 2023, the stockholders approved an amendment to the 2021 Equity Plan that, amongst other things, increased the number of the shares available under the 2021 Equity Plan to 10,000,000 shares, and the shares available under the 2021 Equity Plan increased by 1,000,000 shares on January 1, 2024 to 11,000,000. Upon review of the previously granted shares in previous years and the availability of shares, on April 9, 2024, the Board of Directors approved the 2024 Omnibus Equity Plan which will provide an initial 10,000,000 shares of common stock available for grant per the terms of the 2024 Plan and provides alignment with long-term stockholder value creation. The 2024 Omnibus Equity Plan as approved by the Board of Directors has subsequently been presented to the stockholders for adoption and approval at the Company’s annual general meeting to be held on June 12, 2024. The Company recognized stock-based compensation expense during the three months ended March 31, 2024 and 2023, as follows: Three months ended 2024 2023 Performance-based restricted stock awards $ 55,983 $ 166,779 Service-based restricted stock awards 6,180,528 29,995 Stock issued to consultants - 371,014 Warrant expense - 500,500 Option expense* (1,335,027 ) - Total stock-based compensation** $ 4,901,484 $ 1,068,288 * The option expense contains a reversal of stock-based compensation expenses from 2023 for cancelled option awards. ** Stock based compensation expense in the consolidated, condensed unaudited statement of operations includes $3.97 million of stock based compensation and $0.93 million for surrendered shares. Performance-based awards Performance-based awards generally vest over a three-year performance period upon the successful completion of specified market and performance conditions. The Company’s outstanding performance-based restricted stock awards have not changed during the three months ending March 31, 2024. The outstanding performance-based restricted stock awards as of March 31, 2024 are 75,545, with a weighted average remaining contractual life (in years) of 8.33. Of these awards 44,327 are exercisable as of March 31, 2024 and have a weighted average remaining contractual life (in years) of 4.45. As of March 31, 2024, there was approximately $0.06 million of unrecognized compensation cost related to the performance-based awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately four months. Service-based restricted stock awards Service-based awards generally vest over a specified time period and as determined by the Compensation Committee of the Board of Directors and/or as specified in the award agreements or employment agreements. The following table presents a summary of the Company’s service-based awards activity: Number of Weighted Outstanding as of December 31, 2023 5,242,393 2.28 Issued 3,505,383 - Outstanding as of March 31, 2024 8,747,776 1.43 Exercisable as of March 31, 2024 1,499,030 0.02 As of March 31, 2024, there was approximately $2.88 million of unrecognized compensation cost related to the service-based restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately eleven months. Stock options awards Stock options awards vest upon the successful completion of specified stock price threshold conditions. The following table presents a summary of the Company’s Stock options awards activity: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2023 3,500,417 $ 1.23 9.70 $ 6,923,000 Cancelled (1,750,000 ) 0.94 - - Outstanding as of March 31, 2024 1,750,417 $ 0.56 9.65 $ 1,708,000 Exercisable as of March 31, 2024 417 $ 0.01 - $ - As of March 31, 2024, there was approximately $0.54 million of unrecognized compensation cost related to the stock options awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately eight months. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On April 23, 2024, the Company’s subsidiary and an Australian entity Mawson AU Pty Ltd was placed into an Australian court appointed liquidation and wind-up process. On April 29, 2024, the Company’s subsidiary and an Australian entity Mawson Services Pty Ltd was placed into an Australian court appointed liquidation and wind-up process. On April 19, 2024, a civil suit entitled “Blockware Solutions, LLC v. Mawson Bellefonte LLC and Mawson Infrastructure Group, Inc.” was filed in the US District Court, Southern District of New York under Civil Action No. 1:24-cv-02976 with the plaintiff claiming alleged merchandise price and incidental damages of $115,500, alleged consequential damages due to lost profits of $358,689, and other alleged non-specified damages, for alleged claims of non-payment. Mawson Bellefonte, LLC is a Delaware subsidiary of the Company. Mawson Bellefonte and the Company intend to defend against these alleged claims made related to this matter. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (19,764,199) | $ (11,102,025) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Preparation | Principles of Consolidation and Basis of Preparation The accompanying unaudited consolidated condensed financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Intercompany investments, balances and transactions have been eliminated in consolidation. Non–controlling interests represent the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. Any change 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 stockholders, 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. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of income and expenses during the reporting periods. Actual results could differ 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 fixed assets, realization of long-lived assets, unrealized tax positions, valuing the derivative asset classified under Level 3 fair value hierarchy, and the contingent obligation with respect to future revenues. |
Revenue recognition | Revenue recognition Digital currency mining revenue The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). The Company has a contract with mining pools and has undertaken the performance obligation of providing computing power in exchange for non-cash consideration in the form of digital currency. The provision of computing power is the only performance obligation in the Company’s contract with its pool operators. Where the consideration received is variable (for example, due to payment only being made upon successful mining), it is recognized when it is highly probable that the variability is resolved, which is generally when the digital currency is received. The Company measures the non-cash consideration received at the fair market value of the digital currency received. Management estimates fair value on a daily basis, as the quantity of digital currency received multiplied by the price quoted on the crypto exchange that the Company uses to dispose of digital currency. Co-location revenue Co-location customers pay for energy used in connection with the customer co-location agreement on a pass-through basis, which may be on a fixed or variable basis calculated on the portion of energy used by the customer on the site. The Company additionally charges co-location fees for the use of the facilities, and other related fees. Revenue is typically received monthly from the customer based on the power usage at the rates outlined in each customer contract. The customer contracts contain variable consideration to be allocated to and recognized in the period to which the consideration relates. Usually this is when it is invoiced, rather than obtaining an estimation of variable consideration at the beginning of the customer contracts. Net energy benefits In exchange for powering down the Company’s digital infrastructure and curtailing power usage in response to instances of high electricity demand, the Company receives net energy benefits from the grid. Revenue for curtailing power is recognized over the period that the services are being provided. The Company estimates the amount of curtailable power and the expected payment for that curtailment and recognizes revenue based on the proportion of the service that has been provided. In this arrangement, the Company is considered the principal and revenue is recognized on a gross basis. Revenue through the Company’s power pricing arrangement is recognized over the period that the services are being provided. The Company estimates the amount of energy available for sale and the expected payment for that energy, and recognizes revenue based on the proportion of the service that has been provided. In this arrangement, the Company is considered the principal and revenue is recognized on a gross basis. Equipment sales The Company had previously earned revenues from the sale of earlier generation digital currency mining units, modular data centers or equipment that have been assembled or refurbished for resale (collectively, “Hardware”). Revenue from the sale of Hardware is recognized upon transfer of control of the Hardware to the customer. At the date of sale, the net book value is expensed in cost of revenues. |
Property and equipment | Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. All other repair and maintenance costs are charged to operating expenses as incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Property and equipment transferred from customers is initially measured at the fair value at the date on which control is obtained. Property and equipment are depreciated on a straight-line or declining balance basis based on the asset classification, over their useful lives to the economic entity commencing from the time the assets arrive at their destination where they are ready for use. Low-cost assets are capitalized and immediately depreciated. Depreciation is calculated over the following estimated useful lives: Asset class Useful life Depreciation Method Fixtures 5 years Straight-Line Plant and equipment 10 years Straight-Line Modular data center 5 years Declining Motor vehicles 5 years Straight-Line Computer equipment 3 years Straight-Line Computational and Processing machinery (Miners) 2 years Straight-Line Transformers 15 years Straight-Line Leasehold improvements Shorter of useful life or lease term Straight-Line Property and equipment are derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the consolidated statement of operations. The residual values, useful lives and methods of depreciation of property and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Fair value of financial instruments | Fair value of financial instruments: The Company accounts for financial instruments under ASC 820, Fair Value Measurements Level 1 — Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Fair value measured as of March 31, 2024 Total Total Total Total Derivative asset $ 5,744,241 - - 5,744,241 Fair value measured as of December 31, 2023 Total Total Total Total Derivative asset $ 4,058,088 - - 4,058,088 Level 3 Assets: In June 2022, the Company entered into a Power Supply Agreement with Energy Harbor LLC, the energy supplier to the Company’s Midland, Pennsylvania facility, to provide the delivery of a fixed portion of the total amount of electricity for a fixed price through to December 2026. There were three amendments to the contract with Energy Harbor LLC entered into in November 2023, December 2023, and January 2024, all the contracts were to purchase additional electricity at a fixed price for the months of December 2023 and January 2024. If the Midland, Pennsylvania facility uses more electricity than contracted, the cost of the excess is incurred at a new price quoted by Energy Harbor LLC. While the Company manages operating costs at the Midland, Pennsylvania facility in part by periodically selling unused or uneconomical power back to the market, the Company does not consider such actions as trading activities. That is, the Company does not engage in speculation in the power market as part of its ordinary activities. Because the sale of any electricity under a curtailment program allows for net settlement, the Company has determined the Power Supply Agreement meets the definition of a derivative under ASC 815, Derivatives and Hedging The Power Supply Agreement was classified as a derivative asset beginning in the quarter ended June 30, 2022, and measured at fair value on the date of Power Supply Agreement, with changes in fair value recognized in the accompanying consolidated statements of operations. The estimated fair value of the Company’s derivative asset is classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation. Specifically, the Company’s discounted cash flow estimation models contain quoted commodity exchange spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the term of the Power Supply Agreement, which expires in December 2026. In addition, the Company adopted a discount rate of approximately 20% above the terminal value of the observable market inputs, but also includes unobservable inputs based on qualitative judgment related to company-specific risk factors. The terms of the Power Supply Agreement require pre-payment of collateral, calculated as forward cost based on the market cost rate of electricity versus the fixed price stated in the contract. |
Stock based compensation | Stock based compensation The Company follows ASC 718-10, Compensation-Stock Compensation |
Digital currencies | Digital currencies Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies are classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other The following table presents the Company’s digital currency (bitcoin) activities for the three month period ended March 31, 2024 and 2023: Three months to March 31, 2024 2023 Opening number of bitcoin held 0.00 0.00 Number of bitcoin received 140.20 121.11 Number of bitcoin sold (140.20 ) (120.09 ) Closing number of bitcoin held 0.00 1.02 Digital currencies are 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 likely 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 Company’s policy is to typically dispose of bitcoin received from mining operations at the earliest opportunity, therefore the holding period is generally minimal, usually no more than a few days. Due to the short period for which bitcoin is held prior to sale and the consequent small numbers held, the risk of impairment is not material. No impairment charges have been recorded during the quarters ended March 31, 2024 and 2023. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Topic 3580-60): Accounting for and Disclosure of Crypto Assets. Under the new guidance, an entity would be required to subsequently measure certain crypto assets at fair value, with changes in fair value included in net income in each reporting period. The proposed set of rules would also require presentation of crypto assets and related fair value changes separately in the balance sheet and income statement and require various disclosures in interim and annual periods. The Company does not expect the adoption of ASU 2023-08 to have a material impact on its consolidated financial statements since the Company’s policy is to dispose of bitcoin received from mining operations at the earliest opportunity, therefore the holding period is minimal, usually no more than a few days. ASU 2023-08 is effective for fiscal years beginning after December 15, 2024 and interim periods within those fiscal years. The Company will adopt ASU 2023-08 on January 1, 2025 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | Depreciation is calculated over the following estimated useful lives: Asset class Useful life Depreciation Method Fixtures 5 years Straight-Line Plant and equipment 10 years Straight-Line Modular data center 5 years Declining Motor vehicles 5 years Straight-Line Computer equipment 3 years Straight-Line Computational and Processing machinery (Miners) 2 years Straight-Line Transformers 15 years Straight-Line Leasehold improvements Shorter of useful life or lease term Straight-Line |
Schedule of Fair Value Measurement | In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Fair value measured as of March 31, 2024 Total Total Total Total Derivative asset $ 5,744,241 - - 5,744,241 Fair value measured as of December 31, 2023 Total Total Total Total Derivative asset $ 4,058,088 - - 4,058,088 |
Schedule of Digital Currency | The following table presents the Company’s digital currency (bitcoin) activities for the three month period ended March 31, 2024 and 2023: Three months to March 31, 2024 2023 Opening number of bitcoin held 0.00 0.00 Number of bitcoin received 140.20 121.11 Number of bitcoin sold (140.20 ) (120.09 ) Closing number of bitcoin held 0.00 1.02 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Basic and Diluted Net Loss Per Share [Abstract] | |
Schedule of Computation of Diluted Loss Per Share | Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as of March 31, 2024 and 2023, are as follows: As of March 31, 2024 2023 Warrants to purchase common stock 4,904,016 2,825,278 Options to purchase common stock 1,750,417 417 Restricted Stock-Units (“RSUs”) issued under equity incentive plan(s) 8,823,321 303,450 15,477,754 3,129,145 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Costs Recognized In the Consolidated Condensed Statements of Operations | The Company’s lease costs recognized in the consolidated condensed statements of operations consist of the following: March 31, 2024 2023 Operating lease charges (1) $ 397,894 $ 407,212 Finance lease charges: Amortization of right-of-use assets 8,143 8,143 Interest on lease obligations 1,507 2,080 (1) Included in selling, general, and administrative expenses. |
Schedule of Lease Liabilities by Contractual Maturity | The following is a schedule of the Company’s lease liabilities by contractual maturity as of March 31, 2024: Operating Finance 2024 $ 920,838 $ 28,633 2025 325,554 38,176 2026 155,969 15,016 Total undiscounted lease obligations 1,402,361 81,825 Less: imputed interest (103,559 ) (6,638 ) Total present value of lease liabilities 1,298,802 75,187 Less: current portion of lease liabilities 888,637 33,677 Non-current lease liabilities $ 410,165 $ 41,510 |
Schedule of Other Lease Information | Other lease information as of and for the period ended March 31, 2024: Operating Finance Operating cash out flows from leases $ 258,879 $ 9,544 Weighted-average remaining lease term (years) 1.48 2.15 Weighted-average discount rate (%) 10.00 % 7.50 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
Schedule of Property And Equipment, Net | Property and equipment, net, consisted of the following: March 31, December 31, Plant and equipment $ 4,960,188 $ 4,973,191 Computer equipment 125,695 125,695 Processing machines (Miners) 77,447,520 102,984,186 Modular data center 21,346,757 25,449,717 Motor Vehicles 199,246 199,246 Transformers 9,344,544 9,843,359 Low-cost assets 976,717 998,815 Assets under construction 4,764,051 4,764,051 Leasehold improvements 487,527 487,527 Total 119,652,245 149,825,787 Less: Accumulated depreciation (83,282,367 ) (92,085,496 ) Property and equipment, net $ 36,369,878 $ 57,740,291 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income taxes [Abstract] | |
Schedule of Income Tax Expense | The Company recorded income tax expense of approximately 0.30% and 0.0% of loss before income tax expense for the three-month periods ended March 31, 2024 and 2023, respectively. For the three months ended 2024 2023 Effective income tax rate 0.30 % 0.00 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity [Abstract] | |
Schedule of Outstanding Stock Warrants | The Company recognized stock-based compensation expense during the three months ended March 31, 2024 and 2023, as follows: Three months ended 2024 2023 Performance-based restricted stock awards $ 55,983 $ 166,779 Service-based restricted stock awards 6,180,528 29,995 Stock issued to consultants - 371,014 Warrant expense - 500,500 Option expense* (1,335,027 ) - Total stock-based compensation** $ 4,901,484 $ 1,068,288 * The option expense contains a reversal of stock-based compensation expenses from 2023 for cancelled option awards. ** Stock based compensation expense in the consolidated, condensed unaudited statement of operations includes $3.97 million of stock based compensation and $0.93 million for surrendered shares. |
Schedule of Service-Based Awards Activity | The following table presents a summary of the Company’s service-based awards activity: Number of Weighted Outstanding as of December 31, 2023 5,242,393 2.28 Issued 3,505,383 - Outstanding as of March 31, 2024 8,747,776 1.43 Exercisable as of March 31, 2024 1,499,030 0.02 Number of Weighted Weighted Aggregate Outstanding as of December 31, 2023 3,500,417 $ 1.23 9.70 $ 6,923,000 Cancelled (1,750,000 ) 0.94 - - Outstanding as of March 31, 2024 1,750,417 $ 0.56 9.65 $ 1,708,000 Exercisable as of March 31, 2024 417 $ 0.01 - $ - |
General (Details)
General (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) $ / shares | Mar. 31, 2024 AUD ($) | Dec. 31, 2023 USD ($) $ / shares | |
General [Line Items] | |||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |
Incurred loss after tax | $ 19,760,000 | ||
Negative working capital | 30,390,000 | ||
Net assets | 13,010,000 | ||
Accumulated deficit | (202,430,664) | $ (182,666,465) | |
Cash position | 6,370,000 | ||
Amount failed to pay pre and post petition | 6,950,000 | ||
Promissory note | 8,000,000 | ||
Deposit amount | 15,330,000 | ||
Marshall Investments GCP Pty Ltd [Member] | |||
General [Line Items] | |||
Outstanding amount | 9,090,000 | ||
W Capital Advisors Pty Ltd [Member] | |||
General [Line Items] | |||
Loan facility | $ 1,130,000 | $ 1,770 | |
Celsius Mining LLC [Member] | |||
General [Line Items] | |||
Maturity date | Aug. 23, 2023 | ||
Minimum [Member] | |||
General [Line Items] | |||
Pre petition amount | $ 1,840,000 | ||
Post petition amount | 5,110,000 | ||
Maximum [Member] | |||
General [Line Items] | |||
Pre petition amount | 6,950,000 | ||
Post petition amount | $ 6,950,000 | ||
Common Stock [Member] | |||
General [Line Items] | |||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies [Line Items] | |
Discount rate | 20% |
Treasury bond term | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives | 3 Months Ended |
Mar. 31, 2024 | |
Fixtures [Member] | |
Schedule of Estimated Useful Lives [Line Items] | |
Useful life | 5 years |
Depreciation method | Straight-Line |
Plant and Equipment [Member] | |
Schedule of Estimated Useful Lives [Line Items] | |
Useful life | 10 years |
Depreciation method | Straight-Line |
Modular Data Center [Member] | |
Schedule of Estimated Useful Lives [Line Items] | |
Useful life | 5 years |
Depreciation method | Declining |
Motor Vehicles [Member] | |
Schedule of Estimated Useful Lives [Line Items] | |
Useful life | 5 years |
Depreciation method | Straight-Line |
Computer Equipment [Member] | |
Schedule of Estimated Useful Lives [Line Items] | |
Useful life | 3 years |
Depreciation method | Straight-Line |
Processing Machinery (Miners) [Member] | |
Schedule of Estimated Useful Lives [Line Items] | |
Useful life | 2 years |
Depreciation method | Straight-Line |
Transformers [Member] | |
Schedule of Estimated Useful Lives [Line Items] | |
Useful life | 15 years |
Depreciation method | Straight-Line |
Leasehold improvements [Member] | |
Schedule of Estimated Useful Lives [Line Items] | |
Depreciation method | Straight-Line |
Useful life | Shorter of useful life or lease term |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Measurement - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Fair Value Measurement [Line Items] | ||
Derivative asset | $ 5,744,241 | $ 4,058,088 |
Fair value measured, Total Level 1 [Member] | ||
Schedule of Fair Value Measurement [Line Items] | ||
Derivative asset | ||
Fair value measured, Total Level 2 [Member] | ||
Schedule of Fair Value Measurement [Line Items] | ||
Derivative asset | ||
Fair value measured, Total Level 3 [Member] | ||
Schedule of Fair Value Measurement [Line Items] | ||
Derivative asset | $ 5,744,241 | $ 4,058,088 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Digital Currency - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Digital Currency [Abstract] | ||
Opening number of bitcoin held | $ 0 | $ 0 |
Number of bitcoin received | 140.2 | 121.11 |
Number of bitcoin sold | (140.2) | (120.09) |
Closing number of bitcoin held | $ 0 | $ 1.02 |
Subsidiary Deconsolidation (Det
Subsidiary Deconsolidation (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Subsidiary Deconsolidation [Line Items] | |
Gain on deconsolidation | $ 0 |
Total payables | 1,240,000 |
Outstanding balance | 9,090,000 |
Mawson AU [Member] | |
Subsidiary Deconsolidation [Line Items] | |
Gain on deconsolidation | $ 11,930,000 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share (Details) - Schedule of Computation of Diluted Loss Per Share - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Computation of Diluted Loss Per Share [Line Items] | ||
Total potentially dilute loss per share | 15,477,754 | 3,129,145 |
Warrants to purchase common stock [Member] | ||
Schedule of Computation of Diluted Loss Per Share [Line Items] | ||
Total potentially dilute loss per share | 4,904,016 | 2,825,278 |
Options to purchase common stock [Member] | ||
Schedule of Computation of Diluted Loss Per Share [Line Items] | ||
Total potentially dilute loss per share | 1,750,417 | 417 |
Restricted Stock-Units (“RSUs”) issued under a management equity plan [Member] | ||
Schedule of Computation of Diluted Loss Per Share [Line Items] | ||
Total potentially dilute loss per share | 8,823,321 | 303,450 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Costs Recognized In the Consolidated Condensed Statements of Operations - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Schedule of Lease Costs [Abstract] | |||
Operating lease charges | [1] | $ 397,894 | $ 407,212 |
Finance lease charges: | |||
Amortization of right-of-use assets | 8,143 | 8,143 | |
Interest on lease obligations | $ 1,507 | $ 2,080 | |
[1] Included in selling, general, and administrative expenses. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Lease Liabilities by Contractual Maturity - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 | $ 920,838 | |
2024 | 28,633 | |
2025 | 325,554 | |
2025 | 38,176 | |
2026 | 155,969 | |
2026 | 15,016 | |
Total undiscounted lease obligations | 1,402,361 | |
Total undiscounted lease obligations | 81,825 | |
Less: imputed interest | (103,559) | |
Less: imputed interest | (6,638) | |
Total present value of lease liabilities | 1,298,802 | |
Total present value of lease liabilities | 75,187 | |
Less: current portion of lease liabilities | 888,637 | $ 1,416,310 |
Less: current portion of lease liabilities | 33,677 | 33,059 |
Non-current lease liabilities | 410,165 | $ 1,016,216 |
Non-current lease liabilities | $ 41,510 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Other Lease Information | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Leases [Line Items] | |
Operating cash out flows from leases, Operating leases | $ 258,879 |
Operating cash out flows from leases, Finance leases | $ 9,544 |
Weighted-average remaining lease term (years), Operating leases | 1 year 5 months 23 days |
Weighted-average remaining lease term (years), Finance leases | 2 years 1 month 24 days |
Weighted-average discount rate (%), Operating leases | 10% |
Weighted-average discount rate (%), Finance leases | 7.50% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 7,990 | $ 7,960 |
Impairment charges |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property And Equipment, Net - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Property And Equipment, Net [Line Items] | ||
Property and equipment, gross | $ 119,652,245 | $ 149,825,787 |
Less: Accumulated depreciation | (83,282,367) | (92,085,496) |
Property and equipment, net | 36,369,878 | 57,740,291 |
Plant and equipment [Member] | ||
Schedule of Property And Equipment, Net [Line Items] | ||
Property and equipment, gross | 4,960,188 | 4,973,191 |
Computer equipment [Member] | ||
Schedule of Property And Equipment, Net [Line Items] | ||
Property and equipment, gross | 125,695 | 125,695 |
Processing machines (Miners) [Member] | ||
Schedule of Property And Equipment, Net [Line Items] | ||
Property and equipment, gross | 77,447,520 | 102,984,186 |
Modular data center [Member] | ||
Schedule of Property And Equipment, Net [Line Items] | ||
Property and equipment, gross | 21,346,757 | 25,449,717 |
Motor Vehicles [Member] | ||
Schedule of Property And Equipment, Net [Line Items] | ||
Property and equipment, gross | 199,246 | 199,246 |
Transformers [Member] | ||
Schedule of Property And Equipment, Net [Line Items] | ||
Property and equipment, gross | 9,344,544 | 9,843,359 |
Low-cost assets [Member] | ||
Schedule of Property And Equipment, Net [Line Items] | ||
Property and equipment, gross | 976,717 | 998,815 |
Assets under construction [Member] | ||
Schedule of Property And Equipment, Net [Line Items] | ||
Property and equipment, gross | 4,764,051 | 4,764,051 |
Leasehold improvements [Member] | ||
Schedule of Property And Equipment, Net [Line Items] | ||
Property and equipment, gross | $ 487,527 | $ 487,527 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income taxes [Abstract] | ||
Loss before income tax expense | 0.30% | 0% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Expense | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Trade and Other Payables [Abstract] | ||
Effective income tax rate | 0.30% | 0% |
Borrowings (Details)
Borrowings (Details) $ in Thousands, $ in Thousands | 3 Months Ended | ||
Feb. 23, 2022 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 AUD ($) | |
Borrowings (Details) [Line Items] | |||
Bears interest rate | 12% | ||
Secured loan facility interest rate | 12% | 12% | 12% |
Principal repayments rate | 15% | ||
Outstanding balance interest amount | $ 8,820 | ||
Held as a deposit | 15,330 | ||
Loan amount | 1,130 | $ 1,770 | |
Outstanding balance | 910 | ||
MIG Pty Ltd [Member] | |||
Borrowings (Details) [Line Items] | |||
Outstanding amount | $ 9,090 | ||
Principal amount | $ 20,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Stockholders Equity [Line Items] | |
Outstanding stock warrants (in Shares) | shares | 4,904,016 |
Weighted average remaining contractual life (in years) | 4 years 5 months 12 days |
Weighted average exercise price for exercisable (in Dollars per share) | $ / shares | $ 11.07 |
Equity plans description | Under the 2018 Equity Plan, the number of shares issuable under the Plan on the first day of each fiscal year increase by an amount equal to the lower of (i) 100,000 shares (after a later 10 for 1 stock split) or (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year. At the Company’s annual meeting on May 17, 2023, the stockholders approved an amendment to the 2021 Equity Plan that, amongst other things, increased the number of the shares available under the 2021 Equity Plan to 10,000,000 shares, and the shares available under the 2021 Equity Plan increased by 1,000,000 shares on January 1, 2024 to 11,000,000. Upon review of the previously granted shares in previous years and the availability of shares, on April 9, 2024, the Board of Directors approved the 2024 Omnibus Equity Plan which will provide an initial 10,000,000 shares of common stock available for grant per the terms of the 2024 Plan and provides alignment with long-term stockholder value creation. The 2024 Omnibus Equity Plan as approved by the Board of Directors has subsequently been presented to the stockholders for adoption and approval at the Company’s annual general meeting to be held on June 12, 2024. |
shares based compensation | $ 3,970 |
Stock based compensation surrendered shares. | $ 930 |
Outstanding performance-based restricted stock (in Shares) | shares | 75,545 |
Exercisable shares (in Shares) | shares | 44,327 |
Performance-based awards [Member] | |
Stockholders Equity [Line Items] | |
Weighted average remaining contractual life (in years) | 8 years 3 months 29 days |
Unrecognized compensation cost | $ 60 |
Restricted Stock Awards [Member] | |
Stockholders Equity [Line Items] | |
Unrecognized compensation cost | 2,880 |
Stock Options Awards [Member] | |
Stockholders Equity [Line Items] | |
Unrecognized compensation cost | $ 540 |
Common Stock [Member] | |
Stockholders Equity [Line Items] | |
Weighted average remaining contractual life (in years) | 3 years 4 months 24 days |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Outstanding Stock Warrants - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Schedule Of Outstanding Stock Warrants Abstract | |||
Performance-based restricted stock awards | $ 55,983 | $ 166,779 | |
Service-based restricted stock awards | 6,180,528 | 29,995 | |
Stock issued to consultants | 371,014 | ||
Warrant expense | 500,500 | ||
Option expense* | [1] | (1,335,027) | |
Total stock-based compensation** | [2] | $ 4,901,484 | $ 1,068,288 |
[1] The option expense contains a reversal of stock-based compensation expenses from 2023 for cancelled option awards. |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of Service-Based Awards Activity - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Service-Based Awards Activity [Member] | ||
Stockholders' Equity (Details) - Schedule of Service-Based Awards Activity [Line Items] | ||
Number of shares Outstanding balance ending | 5,242,393 | 8,747,776 |
Weighted Average Remaining Contractual Life (in years) Outstanding balance ending | 2 years 3 months 10 days | 1 year 5 months 4 days |
Number of shares Exercisable | 1,499,030 | |
Weighted Average Remaining Contractual Life (in years) Exercisable | 7 days | |
Number of shares Issued | 3,505,383 | |
Stock Options Awards Activity [Member] | ||
Stockholders' Equity (Details) - Schedule of Service-Based Awards Activity [Line Items] | ||
Number of shares Cancelled | (1,750,000) | |
Weighted Average Exercise Price Cancelled (in Dollars per share) | $ 0.94 | |
Number of shares Outstanding balance ending | 3,500,417 | 1,750,417 |
Weighted Average Remaining Contractual Life (in years) Outstanding balance ending | 9 years 8 months 12 days | 9 years 7 months 24 days |
Weighted Average Exercise Price Outstanding balance ending (in Dollars per share) | $ 1.23 | $ 0.56 |
Aggregate Intrinsic Value Outstanding balance ending (in Dollars) | $ 6,923,000 | $ 1,708,000 |
Number of shares Exercisable | 417 | |
Weighted Average Exercise Price Exercisable (in Dollars per share) | $ 0.01 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Apr. 19, 2024 USD ($) |
Subsequent Events [Line Items] | |
Merchandise price | $ 115,500 |
Consequential damages lost profits amount | $ 358,689 |