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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):
February 6, 2026
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 2.02. Results of Operations and Financial
Condition.
On February 6, 2026, Mawson Infrastructure
Group Inc. (the “Company” or “Mawson”) issued a press release (the “Press Release”) announcing, among
other things, preliminary financial results for the fourth fiscal quarter and year ended December 31, 2025. A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information presented in Item 2.02 of this
Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the
Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates
it by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 7.01. Regulation
FD Disclosure
The Press Release also
announces that the Company has entered into (i) a settlement agreement with Ionic Digital Mining LLC (“Ionic”) for the resolution
of claims brought by Ionic against Mawson and two of Mawson’s subsidiaries related to a co-location agreement and (ii) a settlement
agreement to resolve a customer dispute over a hosting arrangement.
A copy of the Press Release
is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. By filing this Current Report on Form 8-K and furnishing
the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required
to be disclosed solely by reason of Regulation FD. The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit
99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange
Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1* |
|
Press Release dated February 6, 2026 |
| 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: February 6, 2026 |
By: |
/s/ Kaliste Saloom |
| |
|
Kaliste Saloom |
| |
|
Interim Chief Executive Officer, General Counsel and Corporate Secretary |
Exhibit 99.1
Mawson Infrastructure Group Inc. Releases Preliminary
Unaudited Results for Fourth Quarter and Fiscal Year 2025
Company Reaches Settlements
in Two Separate Pending Litigation Cases to Resolve Large
Portion of Potential Financial Liability
MIDLAND, Pa., February 6, 2026 — Mawson Infrastructure
Group, Inc. (NASDAQ: MIGI) (“Mawson” or the “Company”) (Nasdaq: MIGI) today announced preliminary, unaudited financial
results for the Fourth Quarter and Fiscal Year ended December 31, 2025.
Preliminary Estimated Results for the Fourth Quarter and Year Ended
December 31, 2025
Our expectations with respect to our revenue, cost of revenues, gross
profit, gross profit margin and net loss for the fourth quarter and year ended December 31, 2025 discussed below are based upon management
estimates for the period. Our expectations are subject to the completion of our financial closing procedures and any adjustments that
may result from the completion of the audit of our consolidated financial statements for the year ended December 31, 2025. Following the
completion of our financial closing process and the audit of our consolidated financial statements, we may report revenue, cost of revenues,
gross profit, gross profit margin and net loss for the year ended December 31, 2025 that could differ from our expectations, and the differences
could be material.
The expectations set forth below have been prepared by, and are the
responsibility of, our management. Wolf & Company, P.C., our independent registered public accounting firm, has not audited, reviewed,
compiled or performed any procedures with respect to the preliminary estimates. Accordingly, Wolf & Company, P.C. does not express
an opinion or any other form of assurance with respect thereto.
Preliminary Results for Fourth Quarter Ended December 31, 2025
Preliminary estimated revenues are expected to be approximately $3.2
million for the fourth quarter of 2025 compared with $15.1 million for the fourth quarter of 2024, a year-on-year decrease of 79%.
Preliminary estimated cost of revenues is expected to be approximately
$4.3 million for the fourth quarter of 2025 compared with $10.4 million for the fourth quarter of 2024, a year-on-year decrease of 59%.
Preliminary estimated gross profit (loss) is expected to be approximately
$(1.1) million for the fourth quarter of 2025 compared with $4.7 million for the fourth quarter of 2024, a year-on-year decrease of 123%.
Preliminary estimated gross profit margin is expected to be (33)% for
the fourth quarter of 2025 compared with 31% for the fourth quarter of 2024.
Preliminary net loss is expected to be approximately $15.8 million
for the fourth quarter of 2025 compared with $4.5 million for the fourth quarter of 2024, a year-on-year increase of 250%.
Preliminary Results for Year Ended December 31, 2025
Preliminary estimated revenues are expected to be approximately $39.8
million for 2025 compared with $59.3 million for 2024, a year-on-year decrease of 33%.
Preliminary estimated cost of revenues is expected to be approximately
$22.4 million for 2025 compared with $39.0 million for 2024, a year-on-year decrease of 43%.
Preliminary estimated gross profit is expected to be approximately
$17.3 million for 2025 compared with $20.3 million for 2024, a year-on-year decrease of 14%.
Preliminary estimated gross profit margin is expected to be 44% for
2025 compared with 34% for 2024.
Preliminary net loss is expected to be approximately $23.8 million
for 2025 compared with $46.3 million for 2024, a year-on-year decrease of 49%.
Overall, our reduction in net loss for the year
ended December 31, 2025 compared to the year ended December 31, 2024 is attributable to the following:
| ● | A reduction in operating expenses primarily due to a reduction in depreciation and amortization expense and stock-based compensation
partially offset by an increase in selling, general and administrative costs. |
| ● | A reduction in non-operating expenses primarily due to 2024
including a loss on deconsolidation of $12.4 million. |
Mawson Settlements Announced
Mawson also announced today that it has reached a confidential settlement
with Ionic Digital Mining LLC (“Ionic”) to resolve claims Ionic brought against Mawson and two of its subsidiaries related
to a co-location agreement. In addition, the Company entered a separate, unrelated settlement to resolve a customer dispute over a hosting
arrangement. Together, these resolutions eliminate a large portion of the Company’s potential financial liability going forward.
Mawson made no admission of liability or wrongdoing in reaching either of these settlements.
“We are pleased to move forward from these pending cases and
significantly reduce Mawson’s potential liability,” said Kaliste Saloom, Interim CEO and General Counsel of Mawson. “The
clarity we now have on the future strength of our balance sheet will allow us to focus on driving operational execution and long-term
growth for Mawson.”
About Mawson
Mawson is a U.S.-based technology company that designs, builds, and
operates next-generation digital infrastructure platforms. The company provides services spanning artificial intelligence (AI), high performance
computing (HPC), digital assets (including Bitcoin mining), and other intensive compute applications. Mawson delivers both self-mining
operations and colocation/hosting for enterprise customers, with a vertically integrated infrastructure model built for scalability and
efficiency.
A core part of Mawson’s strategy is powering its operations with
carbon-free energy resources—including nuclear power—ensuring that its compute platforms support the rapid growth of the digital
economy in an environmentally sustainable way. With 129 megawatts of capacity already online and more under development, Mawson is positioning
itself as a competitive provider of carbon-aware digital infrastructure solutions.
For more information about Mawson, visit: https://mawsoninc.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding listing matters, potential
financing activities, operational plans, legal proceedings, strategy, and other future events. Words such as “expect,” “intend,”
“plan,” “anticipate,” “believe,” “seek,” “may,” “will,” “estimate,”
and similar expressions are intended to identify such forward-looking statements.
These statements are based on current expectations and assumptions
and are subject to risks and uncertainties that could cause actual results to differ materially, including, without limitation, continued
evolution and uncertainty related to technologies and digital infrastructure; our ability to continue as a going concern; our ability
to cure any continued listing deficiencies and maintain the listing of our common stock on Nasdaq; the availability of our “at-the-market”
program and our ability or inability to secure additional funds through equity financing transactions; access to reliable and reasonably
priced electricity sources; operational, maintenance, repair, safety, and construction risks; the failure or breakdown of mining equipment,
or internet connection failure; our reliance on key management personnel and employees; our ability to attract or retain the talent needed
to sustain or grow the business; our ability to develop and execute on our business strategy and plans; counterparty risks related to
our customers, agreements and/or contracts; the loss of a significant digital colocation customer; adverse actions by creditors, debt
providers, or other parties; continued evolution and uncertainty related to growth in blockchain and Bitcoin and other digital assets’
usage; high volatility in Bitcoin and other digital assets’ prices and in value attributable to our business; our need to, and difficulty
in, raising additional debt or equity capital and the availability of financing opportunities; failure to maintain required compliance
to remain eligible for the most cost-effective forms of raising additional equity capital; the evolution of AI and HPC market and changing
technologies; the slower than expected growth in demand for AI, HPC and other accelerated computing technologies; the ability to timely
implement and execute on AI and HPC digital infrastructure contracts or deployment; the ability to timely complete the digital infrastructure
build-out in order to achieve its revenue expectations for the periods mentioned; downturns in the digital assets industry; counterparty
risks and risks of delayed or delinquent payments from customers and others; inflation, economic or political environment; cyber-security
threats; our ability to obtain proper insurance; banks and other financial institutions ceasing to provide services to our industry; changes
to the Bitcoin and/or other networks’ protocols and software; the decrease in the incentive or increased network difficulty to mine
Bitcoin; the increase of transaction fees related to digital assets; the fraud or security failures of large digital asset exchanges;
the regulation and taxation of digital assets like Bitcoin; our ability to timely and effectively implement controls and procedures required
by Section 404 of the Sarbanes-Oxley Act of 2002; how our common stock shares may and/or will be impacted by the dismissal of the involuntary
petition filed against us in the United States Bankruptcy Court for the District of Delaware; material litigation, investigations, or
enforcement actions, including by regulators and governmental authorities; and other risks described in Mawson’s filings with the
SEC. Mawson undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances after the date
of this release, except as required by law. Additional information regarding these and other factors can be found in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s
SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q.
Contact
Investor Relations
Mawson Infrastructure Group, Inc.
Investor Contact: IR@mawsoninc.com
Partnerships Contact: Partnerships@mawsoninc.com
Media and Press Contact: mediarelations@mawsoninc.com
Website: www.mawsoninc.com
