MIGI reverse stock split aims to meet Nasdaq $1.00 bid rule

Rhea-AI Filing Summary

Mawson Infrastructure Group Inc. is implementing a 1-for-20 reverse stock split of its common stock, effective as of 5:00 p.m. Eastern time on November 20, 2025. This means every 20 existing shares will be automatically combined into one new share, with fractional positions rounded up to the nearest whole share.

The company’s board approved the reverse split after stockholders authorized a split ratio range at the October 15, 2025 annual meeting. The main purpose is to increase the per share market price of the common stock to meet the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market. Post-split shares will continue trading under the symbol “MIGI” and will use a new CUSIP number 57778N406 starting November 21, 2025.

The reverse split will not change the number of authorized shares or the par value of the company’s capital stock. Stockholder percentage ownership will generally remain the same, aside from minor changes from rounding. Outstanding stock options, restricted stock units, warrants, and shares reserved under the equity incentive plan will be proportionally adjusted.

Insights

Equity Structure & Listings Analyst

MIGI enacts a 1-for-20 reverse split to support Nasdaq bid price compliance.

Mawson Infrastructure Group has approved a 1-for-20 reverse stock split of its common stock, effective at 5:00 p.m. Eastern time on November 20, 2025. The stated objective is to raise the per share trading price to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550(a)(2). Existing shares are consolidated so that every 20 shares become one, with no cash paid for fractions.

The company will round fractional positions up to the nearest whole share, which slightly benefits holders with small, non-divisible positions. The split does not change the number of authorized shares or the par value, and percentage ownership is intended to stay the same aside from rounding. Equity-linked securities such as stock options, restricted stock units, and warrants are being adjusted proportionally so that their economic terms remain aligned with the new share count.

Information in the corporate action is incorporated by reference into several effective registration statements on Forms S-3, S-1, and S-8, and Rule 416(b) applies to proportionately reduce the amount of undistributed common shares deemed covered as of the effective time. Subsequent trading from November 21, 2025 will reflect the split-adjusted price and share count under the unchanged ticker MIGI.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2025

Mawson Infrastructure Group Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40849		88-0445167
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

950 Railroad Avenue

Midland, Pennsylvania 15059

(Address of Principal Executive Offices) (Zip Code)

(412) 515-0896

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		MIGI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03. Material Modification to Rights of Security Holders.

The information contained below under Item 5.03 with respect to the Charter Amendment (as defined below), to the extent required by Item 3.03 of Form 8-K, is hereby incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 19, 2025, Mawson Infrastructure Group Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Charter Amendment”) to the Company’s Certificate of Incorporation (as amended through immediately prior to the Effective Time (as defined below), the “Certificate of Incorporation”) to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). Pursuant to the Charter Amendment, the Reverse Stock Split became effective as of 5:00 p.m. Eastern time on November 20, 2025 (the “Effective Time”).

As previously reported, on October 15, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Company’s Board of Directors (the “Board”) in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment. The Board has approved the implementation of the Reverse Stock Split at a ratio of 1-for-20.

The Reverse Stock Split is primarily intended to increase the per share market price of the Common Stock in order to meet the $1.00 per share minimum bid price required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Common Stock is expected to begin trading on a Reverse Stock Split adjusted basis on The Nasdaq Capital Market at market open on November 21, 2025 under the existing symbol “MIGI” and the new CUSIP number 57778N406.

As a result of the Reverse Stock Split, every 20 shares of the Common Stock will be automatically combined into one new share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. If the shares of Common Stock held by any holder of Common Stock immediately prior to the Effective Time are collectively reclassified pursuant to the Reverse Stock Split into a fractional number of shares of Common Stock, the Company will issue to such holder such fractions of a share of Common Stock as are necessary to round the number of shares of Common Stock held by such holder immediately following the Reverse Stock Split up to the nearest whole number of shares. The Reverse Stock Split will affect all of the Company’s stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the Reverse Stock Split effectively results in rounding up of fractional shares. After the Reverse Stock Split, the shares of the Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the Common Stock now authorized. The Reverse Stock Split will not affect the number of authorized shares or the par value of the Company’s capital stock. Proportional adjustments will be made to the number of shares of Common Stock issuable upon the exercise or vesting of the Company’s outstanding stock options, restricted stock units and warrants, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plan.

The foregoing summary is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

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Item 8.01. Other Events.

The information provided in Item 5.03 is hereby incorporated by reference.

The Company has registration statements on Form S-3 (File No. 333-290013), Form S-1 (333-222889, 333-228516 and 333-256947) and Form S-8 (File No. 333-224146, 333-258878, 333-277691, 333-280370 and 333-285147) on file with the Securities and Exchange Commission (the “SEC”). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3, Form S-1 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment of Certificate of Incorporation of Mawson Infrastructure Group Inc., dated November 19, 2025 and effective November 20, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Mawson Infrastructure Group Inc.
Date: November 21, 2025	By:	/s/ Kaliste Saloom
		Kaliste Saloom
		Interim Chief Executive Officer, General Counsel and Corporate Secretary

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FAQ

What did Mawson Infrastructure Group (MIGI) announce in this 8-K?

Mawson Infrastructure Group Inc. announced that it filed a Certificate of Amendment in Delaware to effect a 1-for-20 reverse stock split of its common stock, which became effective as of 5:00 p.m. Eastern time on November 20, 2025.

Why is MIGI doing a 1-for-20 reverse stock split?

The reverse stock split is primarily intended to increase the per share market price of MIGI’s common stock in order to meet the $1.00 per share minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

How will the MIGI reverse stock split affect existing shareholders?

Every 20 shares of common stock will automatically be combined into one new share. Fractional shares will not be issued; instead, holdings will be rounded up to the nearest whole share. Percentage ownership is expected to remain generally the same, aside from minor changes from rounding.

Does the reverse stock split change MIGI’s authorized share count or par value?

No. The reverse stock split does not change the number of authorized shares or the par value of Mawson Infrastructure Group Inc.’s capital stock. Only the number of outstanding shares is affected through consolidation.

What happens to MIGI options, RSUs, and warrants after the reverse stock split?

The company states that proportional adjustments will be made to the number of shares of common stock issuable upon exercise or vesting of outstanding stock options, restricted stock units, and warrants, as well as to the number of shares authorized and reserved under its equity incentive plan.

When will MIGI trade on a split-adjusted basis and under what identifiers?

MIGI’s common stock is expected to begin trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market at market open on November 21, 2025, continuing under the ticker symbol “MIGI” with a new CUSIP number 57778N406.

How does the reverse split affect MIGI’s existing registration statements?

The company notes that information in Item 8.01 is incorporated by reference into its active S-3, S-1, and S-8 registration statements. Under Rule 416(b), the amount of undistributed common shares deemed covered by those effective registration statements is proportionately reduced as of the effective time of the reverse stock split.