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

Rhea-AI Filing Summary

N2OFF, Inc. (Nasdaq: NITO) has called a 2025 special meeting to seek shareholder approval for four key proposals.

• Acquisition: N2OFF will buy 100% of Israeli oncology start-up MitoCareX Bio Ltd. by issuing new NITO shares equal to ≈40% of post-close fully diluted shares plus up to another 25% in milestone stock, $700k cash and up to $1.6 m of future-financing proceeds. MitoCareX founders will also receive 5% RSUs and board control of the subsidiary.
• Reverse split: Board authority to effect a 1-for-2 to 1-for-150 reverse split within 12 months.
• Warrants: Approval to issue 1,850,000 common shares on exercise of a warrant held by L.I.A. Pure Capital Ltd.
• Adjournment: Standard authority if more time is needed to solicit votes.

The board unanimously recommends voting FOR all items. If approved, existing holders face substantial dilution, potential additional issuance through milestones and warrants, and the possibility of a large reverse split to maintain Nasdaq compliance. The deal adds an early-stage oncology platform but exposes N2OFF to R&D funding obligations and integration risks. Two N2OFF directors also serve on MitoCareX seller SciSparc’s board, creating related-party considerations.

Positive

• Diversification into oncology drug discovery via MITOLINE™ platform
• Potential technological synergies and strengthened management team from MitoCareX
• Milestone structure ties part of consideration to future performance

Negative

• Immediate dilution of ≈40% at closing, rising to ≈65% if milestones and warrants are met
• Large reverse split (up to 1-for-150) signals Nasdaq compliance pressure
• Ongoing cash obligation to fund MitoCareX R&D beyond initial $1 m
• Early-stage target risk: no products, limited operating history, accumulated deficit
• Related-party relationships could create perceived conflicts of interest

Insights

Financial Analyst

TL;DR: Highly dilutive biotech acquisition; strategic upside but significant execution and funding risk.

The transaction transforms N2OFF from its current scope into an early-stage oncology player, issuing up to 65% of post-close equity (40% at close + 25% milestones) and committing at least $1 m in fresh cash plus ongoing R&D support. While the MITOLINE™ platform could broaden the company’s technology stack, MitoCareX has no revenue, $2.1 m accumulated deficit and funding runway only into Q4-25, meaning N2OFF must raise capital soon—now under more dilutive terms. The optional 1-for-150 reverse split signals concern over Nasdaq bid-price compliance. Shareholders should weigh long-term optionality against near-term dilution, integration complexity and biotech execution risk.

Corporate Governance Expert

TL;DR: Governance red flags offset by clear disclosure and audit-committee approval.

Two N2OFF directors sit on the board of seller SciSparc and the target’s CSO is related to a N2OFF lender, creating conflicts. Management mitigated this via audit-committee review and full proxy disclosure, but minority shareholders still bear dilution and financing obligations. The capped indemnities, two-year rep & warranty survival and milestone-based earn-outs are standard, yet the 30% cut of future financings to sellers until $1.6 m is paid is unusual and could burden capital raises. Overall impact is neutral: governance process appears adequate, but structural terms favor sellers.

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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): July 25, 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 8.01 - Other Events

The Company plans to hold its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on October 15, 2025. The exact time and location of the Annual Meeting will be as set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the U.S. Securities and Exchange Commission. The board of directors of the Company has established August 21, 2025 as the record date for the determination of stockholders of the Company entitled to receive notice of and vote at the Annual Meeting or any adjournment or postponement thereof.

Because the meeting date for the Annual Meeting will be more than thirty (30) days after the anniversary of the Company’s 2024 Annual Meeting of Stockholders, the Company has set a new deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the Annual Meeting. In order to be considered timely, such proposals must be received by the Company’s Corporate Secretary at 950 Railroad Ave., Midland, PA 15059 or legal@mawsoninc.com by August 25, 2025, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials related to the Annual Meeting. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Company’s proxy materials.

In accordance with the advance notice provisions set forth in the Company’s Bylaws, stockholder proposals submitted outside of the stockholder proposal rules promulgated pursuant to Rule 14a-8 under the Exchange Act, including nominations of director candidates, must be received by the Company’s Corporate Secretary no later than the close of business on August 4, 2025 in order to be considered timely. In addition to satisfying the requirements under the Company’s Bylaws, stockholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, at the Annual Meeting must also comply with all applicable requirements of Rule 14a-19 of the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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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: July 25, 2025	By:	/s/ Kaliste Saloom
		Kaliste Saloom
		Interim Chief Executive Officer, General Counsel and Corporate Secretary

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FAQ

What is N2OFF (NITO) asking shareholders to approve?

Four proposals: the MitoCareX acquisition, a 1-for-2 to 1-for-150 reverse split, 1.85 m warrant shares, and potential meeting adjournment.

How much dilution will current NITO shareholders face?

≈40% at closing and up to ≈25% more on milestone achievement, plus 1.85 m warrant shares.

Why is a reverse stock split proposed?

To give the board flexibility to cure potential Nasdaq bid-price deficiencies and manage share count after dilution.

How is MitoCareX being valued in the deal?

Through equity equal to 40% of NITO plus cash and earn-outs; no cash revenue metrics were disclosed.

When will the special meeting take place?

At 4:00 p.m. Israel time (9:00 a.m. EDT) on a date in 2025 to be specified in the final proxy materials.

What funding commitments has N2OFF made to MitoCareX?

An initial $1 m (less prior loans) at closing and additional R&D funding subject to board approval and resources.