false
0001218683
0001218683
2025-10-31
2025-10-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
October 31, 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, on September 12, 2025,
Mawson Infrastructure Group Inc. (the “Company”) was notified that the Nasdaq Hearings Panel (the “Panel”) had
determined to grant the Company’s request for continued listing on Nasdaq, subject to the Company timely satisfying certain conditions.
On January 24, 2025, the Company was notified
by the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that for the
33 consecutive business days preceding the date of the notice, the Company’s Market Value of Listed Securities (“MVLS”)
was less than the $35.0 million minimum required for continued listing under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”)
and the Company was granted a 180-calendar day period to regain compliance.
On February 6, 2025, the Company was notified
that it had reported a closing bid price of less than $1.00 per share for the previous 30 consecutive business days in contravention of
Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and the Company was granted a 180-calendar day period to regain compliance.
As the Company was unable to regain compliance
with the MVLS Rule or the Bid Price Rule within the grace periods provided by Nasdaq, the Company was notified that its securities were
subject to delisting unless the Company timely requested a hearing before the Panel. The Company timely requested a hearing, at which
it presented its compliance plan and requested an extension to demonstrate compliance with the MVLS Rule and the Bid Price Rule.
Following the hearing, on September 12, 2025,
the Company received the Panel’s decision, which granted the Company’s request for continued listing on Nasdaq subject to
the Company demonstrating compliance with (i) the MVLS Rule by no later than October 15, 2025, and (ii) the Bid Price Rule by no later
than November 7, 2025 (together, the “Exception Period”). The Panel’s decision also served to notify the Company that
it must provide Nasdaq with prompt notification of any significant events that occur during the Exception Period that may affect the Company’s
compliance with Nasdaq’s listing requirements and that the Panel reserved the right to reconsider the terms of the exception based
on any event, condition, or circumstance that exists or develops that would, in the opinion of the Panel, make the continued listing of
the Company’s securities on Nasdaq inadvisable or unwarranted.
On October 23, 2025, the Company requested (i) an extension of the
November 7, 2025 deadline to evidence compliance with the Bid Price Rule through December 4, 2025 and (ii) an extension of the October
15, 2025 deadline to evidence compliance with the MVLS Rule through December 19, 2025. On October 31, 2025, the Company received written
notice that the Panel had granted the Company’s request.
There can be no assurance that the Company will
be able to regain compliance with either the MVLS Rule or the Bid Price Rule or otherwise maintain compliance with all other applicable
criteria for continued listing on Nasdaq. In such case, the Company’s securities would be subject to delisting.
On November 3, 2025, the Company issued a press
release announcing, among other things, the Panel’s grant of an extension for compliance with the MVLS Rule and the Bid Price Rule.
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 3, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 3, 2025 |
By: |
/s/ Kaliste Saloom |
| |
|
Kaliste Saloom |
| |
|
Interim Chief Executive Officer, General Counsel and Corporate Secretary |
2
