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

Rhea-AI Filing Summary

Mawson Infrastructure Group Inc. disclosed that it received a Nasdaq notice after its common stock failed to maintain the $1.00 minimum bid price for the relevant measurement period, triggering a 180-calendar-day compliance window that expired on August 5, 2025. The company did not regain compliance and on August 6, 2025 Nasdaq informed Mawson that the Nasdaq Hearings Panel will consider the bid price deficiency.

The company will request an extension from the Panel, but warned there is no assurance it will regain or maintain compliance. The filing reiterates cautionary forward-looking language and lists material risks that could affect remediation, including the need to raise additional capital, volatility in digital assets, potential regulatory changes, and execution risks related to its AI, HPC and digital infrastructure build-out.

Positive

• None.

Negative

• Bid Price Deficiency: The company's closing bid price fell below the $1.00 per share Nasdaq minimum, and it did not regain compliance within the 180-day cure period.
• Nasdaq action: Nasdaq notified the company that the Nasdaq Hearings Panel will consider delisting, creating a real risk that the company's common stock could be removed from The Nasdaq Capital Market.
• Operational and capital risks noted: The company explicitly cites the need to raise additional capital, volatility in digital assets, regulatory uncertainty, and execution risks related to AI/HPC and infrastructure build-out as factors that could impede regaining compliance.

Insights

Securities Analyst

TL;DR: Failed to meet Nasdaq's $1.00 bid-price rule creates immediate delisting risk; outcome depends on Panel extension and the company's ability to lift its share price or otherwise comply.

The company has a documented bid price deficiency and missed the 180-day cure period, so the matter advances to a Nasdaq Hearings Panel. This is a material listing risk that can materially affect trading liquidity, investor access, and valuation if delisting occurs. The filing confirms the company will request an extension but provides no remediation plan detail or timelines for capital raises or operational actions that could restore the share price.

Corporate Governance Expert

TL;DR: Governance and disclosure obligations intensify as Nasdaq proceedings commence; management must present credible remediation and capital plans to the Panel.

Advancing to a Nasdaq Hearing increases scrutiny of board oversight, investor communications, and management's capacity to execute a recovery plan. The company’s public statement highlights risks tied to capital needs and execution of its infrastructure strategy, which are directly relevant to the Panel's assessment of whether an extension is warranted. Absence of detailed corrective actions in the filing is a governance weakness for investors evaluating survivability under continued listing standards.

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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): August 6, 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)		(IRS Employer Identification No.)

950 Railroad Ave, Midland, PA		15059
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +1-412-515-0896

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

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

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

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		MIGI		The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on February 6, 2025, Mawson Infrastructure Group Inc. (the “Company”) received written notice (the “Bid Price Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days prior to the date of the Bid Price Notice, the closing bid price of the Company’s common stock was less than the $1.00 per share minimum bid price required for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Staff provided the Company with 180 calendar days, or until August 5, 2025 (the “Compliance Date”), to regain compliance with the Bid Price Rule.

On August 6, 2025, the Company received written notice from the Staff notifying the Company that it had not regained compliance with the Bid Price Rule by the Compliance Date (the “Bid Price Deficiency”) and that the Nasdaq Hearings Panel (the “Panel”) will consider the Bid Price Deficiency in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market. At its hearing before the Panel, the Company will request an extension to regain compliance with the Bid Price Rule.

There can be no assurance that the Company will be able to regain compliance with the Bid Price Rule or maintain compliance with all other Nasdaq listing requirements. If the Company’s request for an extension is denied or if it fails to regain compliance with Nasdaq’s continued listing standards during any period granted by the Panel, the Company’s common stock will be subject to delisting from Nasdaq.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company cautions that statements in this report that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Examples of forward-looking statements herein include, among others, statements regarding the Company’s ability to regain compliance with Nasdaq’s listing standards and anticipated actions to be taken by Nasdaq in the future.

Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the possibility of the Company’s need and ability to raise additional capital, the development and acceptance of digital asset networks and digital assets and their protocols and software, the reduction in incentives to mine digital assets over time, the costs associated with digital asset mining, the volatility in the value and prices of digital assets, further or new regulation of digital assets and artificial intelligence (“AI”), the evolution of AI and high-performance computing (“HPC”) market and changing technologies, the slower than expected growth in demand for AI, HPC and other accelerated computing technologies than expected, the ability to timely implement and execute on AI and HPC digital infrastructure, and the ability to timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods mentioned. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2025 and in other filings the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

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SIGNATURES

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

	Mawson Infrastructure Group Inc.
Date: August 12, 2025	By:	/s/ Kaliste Saloom
		Kaliste Saloom
		Interim Chief Executive Officer, General Counsel and Corporate Secretary

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FAQ

Why did Mawson Infrastructure (MIGI) receive a Nasdaq notice?

Nasdaq notified the company because the closing bid price of its common stock was below the $1.00 per share minimum for the relevant measurement period.

What was the compliance period and deadline for MIGI to cure the deficiency?

Nasdaq provided a 180-calendar-day cure period, which the filing states expired on August 5, 2025; the company did not regain compliance by that date.

What happens next for MIGI after failing to regain compliance?

The Nasdaq Hearings Panel will consider the bid price deficiency; the company will request an extension, but if an extension is denied or compliance is not regained, the stock may be delisted.

Does the company identify key risks that could affect regaining compliance?

Yes. The filing lists risks including the need to raise additional capital, volatility in digital assets, regulation of digital assets and AI, and execution risks in implementing AI/HPC infrastructure.

Where can investors find more information cited in the filing?

The filing refers investors to the company's prior SEC reports for more detailed discussion of risks and uncertainties, including the company’s previously filed quarterly and annual reports.