Mawson Infrastructure Group In SEC Filings

Mawson Infrastructure Group (MIGI) announced a legal milestone: the U.S. Bankruptcy Court for the District of Delaware ordered the dismissal of an involuntary Chapter 11 petition that certain creditors filed against the company. The court issued its dismissal order on October 21, 2025, following motions the company brought against the filing parties and the petitioners’ subsequent motion to dismiss.

This outcome removes an overhang tied to Bankr. Case No. 24-12726 and indicates the involuntary Chapter 11 process will not proceed against the company. Mawson also issued a press release on October 21, 2025, to disclose the court’s decision and related updates.

Mawson Infrastructure Group entered a new at-the-market equity program with H.C. Wainwright to sell up to $9.6 million of common stock, from time to time, under its Form S-3. Wainwright will earn a 3.0% commission on gross proceeds; Mawson will reimburse up to $50,000 for counsel fees and up to $2,500 per due diligence update. Mawson is not obligated to sell and may suspend or terminate the program; it ends upon selling $9.6 million or termination.

Mawson also terminated a prior $12 million ATM with Roth Capital Partners and A.G.P., with no shares sold and no early termination penalties. The company announced preliminary Q3 results via press release.

At its annual meeting, stockholders elected three directors, ratified the auditor, approved say-on-pay, and authorized a reverse stock split at a ratio of at least 1-for-2 and up to 1-for-30. As of August 21, 2025, shares outstanding were 20,846,102. Nasdaq granted continued listing subject to demonstrating compliance with the MVLS rule by October 15, 2025 and the Bid Price rule by November 7, 2025; Mawson requested an extension related to the Bid Price deadline to November 7, 2025.

Mawson Infrastructure Group Inc. filed a prospectus supplement for an at‑the‑market offering of up to $9,600,000 in common stock through H.C. Wainwright & Co., acting as sales agent. Wainwright will earn a 3.0% commission on gross sales, and sales may occur on Nasdaq at prevailing market prices or by other permitted methods.

The company expects to use net proceeds for general corporate purposes, including operating expenses and litigation costs. As an example, assuming sales at $1.67 per share (the October 16, 2025 close), up to 5,748,503 shares could be sold, bringing shares outstanding to up to 26,580,619, as stated. Net proceeds are estimated at up to $9,162,000 after commissions and expenses. Under Form S‑3 General Instruction I.B.6, sales are capped at one‑third of public float while it remains under $75,000,000; the public float was approximately $28,800,000 based on 17,273,349 non‑affiliate shares at $1.67. The filing notes Nasdaq listing deficiency milestones set by a Hearings Panel and the ongoing involuntary petition matter, both summarized within the document’s risk disclosures.

Mawson Infrastructure Group, Inc. (MIGI) amended a Form 4 to report settlement of 113,473 restricted stock units (RSUs) that converted into common shares. The RSUs were granted on 07/01/2024, vested on 06/12/2025, and were eligible for settlement on 09/30/2025, but an administrative transfer delay caused actual settlement in shares on 10/03/2025. The amendment corrects an earlier Form 4 that misstated the settlement date.

The reporting person, Ryan Costello, identified as a director, now directly owns 113,473 shares resulting from the RSU settlement at a reported price of $0 (reflecting conversion of RSUs into shares). The filing notes the RSUs are issued under the 2024 Omnibus Equity Incentive Plan and may be settled in stock, cash, or combination at the plan administrator's discretion.

Ryan Costello, a director of Mawson Infrastructure Group Inc. (MIGI), had 113,473 restricted stock units settled into common stock on 09/30/2025. Those RSUs were originally granted on 07/01/2024 and vested on 06/12/2025. After the settlement the reporting person beneficially owns 183,473 shares of common stock. The RSUs were issued under the 2024 Omnibus Equity Incentive Plan and may be settled in one share per unit, cash equal to fair market value, or a combination at the plan administrator's discretion. The Form 4 reports the acquisition code M and lists the securities acquired as a result of settlement.

Mawson Infrastructure Group Inc. is soliciting proxies for its 2025 annual meeting and discloses proposals including approval of executive compensation on a binding advisory basis, and a shareholder-authorized reverse stock split with a Board-determined final ratio between 1-for-2 and 1-for-30 to be publicly announced prior to effectiveness. The proxy references large equity awards and RSU grants to named executives in 2024, the availability of the amended 2024 Form 10-K online, committee charters for audit, compensation and governance, and procedures for voting and stockholder proposals for 2026. The filing also discloses a pending litigation titled the "Mewawalla Action" and a terminated related-party Sharon Lease.

Mawson Infrastructure Group Inc. filed a shelf registration/prospectus to offer various securities including common stock, preferred stock, debt securities, warrants and units. The document lists numerous risk factors such as concerns about the company's ability to continue as a going concern, potential Nasdaq listing deficiencies, reliance on an at-the-market equity program and the need to raise additional debt or equity capital. It details the possible terms for preferred stock (dividends, liquidation preference, conversion), debt securities (maturity, interest, security, covenants, events of default, defeasance), warrants (exercise terms and tax considerations) and units. The prospectus describes trustee powers and holder consent thresholds for amendments, notes limitations on transfers around redemption, and attaches corporate governance and offering exhibits, legal opinions and auditor consents.

The preliminary proxy statement for Mawson Infrastructure Group Inc. (MIGI) describes items for the annual meeting including a proposed Reverse Stock Split (board may choose a ratio from 1-for-2 up to 1-for-30 and may abandon implementation), a binding vote described in the document to approve compensation paid to the company’s named executive officers, director elections, and other routine matters. The 2024 Form 10-K as amended April 30, 2025 is being made available to stockholders and online. The filing discloses executive equity grants in 2024 (large RSU grants to Rahul Mewawalla and others with VWAPs and option grants with performance thresholds), Audit and Compensation Committee roles and responsibilities, a related-party Sharon Lease termination dated February 2, 2024, and proxy voting procedures including broker non-vote treatment.