[8-K] Mawson Infrastructure Group Inc. Reports Material Event

Rhea-AI Filing Summary

Mawson Infrastructure Group Inc. (MIGI) announced that its Board has approved a 1-for-20 reverse stock split of its common stock. The reverse split will be effective at 5:00 p.m. Eastern time on November 20, 2025, and the stock is expected to begin trading on a split-adjusted basis on The Nasdaq Capital Market on November 21, 2025 under the same ticker, with a new CUSIP number 57778N406.

The reverse stock split is primarily intended to increase the per share market price of Mawson’s common stock to meet the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market. Every 20 shares will be combined into one share, with fractional shares rounded up to the nearest whole share. The split will not change the number of authorized shares, par value, or each stockholder’s percentage ownership, other than minor changes from rounding, and proportional adjustments will be made to stock options, warrants, and shares reserved under the equity incentive plan.

Insights

Equity Markets & Corporate Actions Analyst

Mawson is enacting a 1-for-20 reverse split to help satisfy Nasdaq’s minimum bid price requirement.

Mawson Infrastructure Group Inc. has approved a 1-for-20 reverse stock split effective at 5:00 p.m. Eastern time on November 20, 2025. Trading on a split-adjusted basis is expected to begin on November 21, 2025 on The Nasdaq Capital Market, with the common stock continuing under the symbol MIGI and a new CUSIP 57778N406.

The company states that the reverse split is primarily intended to increase the per share market price to meet the $1.00 minimum bid price required for continued Nasdaq listing under Listing Rule 5550(a)(2). Economically, each holder’s percentage ownership is expected to remain the same, aside from small changes from rounding up fractional shares, and the number of authorized shares and par value will not change.

Proportional adjustments will be made to shares issuable on exercise of outstanding stock options and warrants and to shares reserved under the equity incentive plan. The practical impact on investors will depend on how the market prices the stock once it begins split-adjusted trading on November 21, 2025 and on future disclosures in company filings about its listing status and business performance.

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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 8.01. Other Events.

As previously disclosed, at the annual meeting of stockholders (the “Annual Meeting”) of Mawson Infrastructure Group Inc. (the “Company”) held on October 15, 2025, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (“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.

On November 19, 2025, the Company announced that it will effect a 1-for-20 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”) effective at 5:00 p.m. Eastern time on November 20, 2025 (the “Effective Time”), and 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.

The Board has approved the 1-for-20 Reverse Stock Split ratio and the Company expects to file a certificate of amendment to the Certificate of Incorporation to effect the Reverse Stock Split at the Effective Time.

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).

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 our 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 of the Company’s outstanding stock options and warrants, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plan.

On November 19, 2025 the Company issued a press release announcing, among other things, the Board’s approval of the Reverse Stock Split at a ratio of 1-for-20. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated November 19, 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 19, 2025	By:	/s/ Kaliste Saloom
		Kaliste Saloom
		Interim Chief Executive Officer, General Counsel and Corporate Secretary

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FAQ

What corporate action did Mawson Infrastructure Group Inc. (MIGI) announce?

Mawson Infrastructure Group Inc. announced that it will implement a 1-for-20 reverse stock split of its issued and outstanding common stock.

When does the Mawson (MIGI) 1-for-20 reverse stock split take effect and when will split-adjusted trading begin?

The reverse stock split becomes effective at 5:00 p.m. Eastern time on November 20, 2025, and the common stock is expected to begin trading on a split-adjusted basis on November 21, 2025 on The Nasdaq Capital Market.

Why is Mawson Infrastructure Group (MIGI) doing a reverse stock split?

The company states the reverse stock split is primarily intended to increase the per share market price of its common stock 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 Mawson (MIGI) reverse stock split affect existing shareholders?

Every 20 shares of common stock will be automatically combined into one new share. Fractional shares will not be issued; instead, holdings will be rounded up to the nearest whole share. Each stockholder’s percentage ownership is expected to remain the same, except for minor changes from rounding.

Does the reverse stock split change Mawson’s authorized shares, par value, or voting rights?

No. The reverse stock split will not affect the number of authorized shares or the par value of the capital stock. After the split, the common stock will have the same voting rights and rights to dividends and distributions, and will otherwise be identical to the current common stock.

What happens to Mawson’s stock options, warrants, and equity incentive plan in the reverse split?

The company states that proportional adjustments will be made to the number of shares of common stock issuable upon exercise of outstanding stock options and warrants and to the number of shares authorized and reserved for issuance under its equity incentive plan.

Will Mawson Infrastructure Group (MIGI) get a new CUSIP number after the reverse split?

Yes. Following the reverse stock split, Mawson’s common stock will trade under the existing symbol MIGI with a new CUSIP number 57778N406.