Mawson Infrastructure Group (Nasdaq: MIGI) details bid price compliance and equity plan

Rhea-AI Filing Summary

Mawson Infrastructure Group Inc. reports that Nasdaq has confirmed the company has regained compliance with the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market. Mawson had previously been out of compliance with both the bid price rule and the $35 million market value of listed securities standard.

The company also outlines its use of an at-the-market equity program under an agreement with H.C. Wainwright & Co. It filed prospectus supplements to offer up to $9.6 million and later an additional $40 million of common stock. To date, it has sold 2,161,379 shares of common stock for aggregate net proceeds of approximately $13.2 million. Based on these proceeds, Mawson believes it now meets Nasdaq’s $2.5 million stockholders’ equity requirement and remains under a Panel extension to demonstrate compliance through December 19, 2025, while awaiting Nasdaq’s formal confirmation on its overall listing status.

Insights

Equity & Listing Compliance Analyst

Mawson has restored Nasdaq bid price compliance and used ATM sales to support equity levels, but final listing confirmation is still pending.

Mawson Infrastructure Group has received formal notice from Nasdaq that it now complies with the $1.00 bid price requirement, removing one key trigger for potential delisting. Earlier, the company had failed both this rule and the $35 million market value of listed securities standard, prompting a hearing and a compliance plan presentation to a Nasdaq Hearings Panel.

To bolster its financial position, Mawson activated an at-the-market equity program with H.C. Wainwright, registering offerings of up to $9.6 million and later an additional $40 million of common stock. It has already sold $13.2 million in net proceeds across 2,161,379 shares, and on this basis believes it satisfies Nasdaq’s $2.5 million stockholders’ equity alternative to the market value test. The company remains under a Panel extension through December 19, 2025 and awaits Nasdaq’s formal confirmation that all continued listing criteria have been met.

The disclosure also reiterates substantial risks, including the ability to continue as a going concern, maintain Nasdaq listing compliance, access capital through the at-the-market program, and navigate volatility in Bitcoin and other digital assets, as well as execution risks in AI and high-performance computing infrastructure. Future company communications will clarify whether Nasdaq agrees that Mawson has fully cured its remaining deficiencies and how ongoing market and operational risks evolve.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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): December 16, 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.

On December 16, 2025, Mawson Infrastructure Group Inc. (the “Company”) received written notice from the Listing Qualifications Hearings Department of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

As previously disclosed, the Company was notified by Nasdaq that the Company no longer satisfied the Bid Price Rule and the $35 million market value of listed securities (“MVLS”) requirement set forth in Nasdaq Listing Rule 5550(b) (the “MVLS Rule”).

In response, the Company attended a hearing before the Nasdaq Hearings Panel (the “Panel”) to present its plan to evidence compliance with the Bid Price Rule and the $2.5 million stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b) (the “Stockholders’ Equity Rule”) alternative to the MVLS Rule.

The Company remains under an extension granted by the Panel to evidence compliance with the Stockholders’ Equity Rule through December 19, 2025.

As previously disclosed, on October 17, 2025, the Company filed a prospectus supplement to its prospectus dated September 15, 2025 (the “Prospectus”) to register the offer and sale of shares of its common stock, par value $0.001 per share (“Common Stock”), having an aggregate offering price of up to $9.6 million from time to time under the At The Market Offering Agreement by and between the Company and H.C. Wainwright & Co. LLC (“Wainwright”), dated as of October 16, 2025 (the “Sales Agreement”). On December 11, 2025, the Company filed another prospectus supplement to the Prospectus to register the offer and sale of additional shares of Common Stock having an aggregate offering price of up to $40 million from time to time under the Sales Agreement.

To date, the Company has sold 2,161,379 shares of Common Stock pursuant to the Sales Agreement for aggregate net proceeds of approximately $13.2 million. As a result, the Company believes it has stockholders’ equity of at least $2.5 million as required under the Stockholders’ Equity Rule (in lieu of compliance with the MVLS Rule) as of the date of this filing. The Company awaits Nasdaq’s formal confirmation that it has evidenced compliance with all applicable criteria for continued listing on The Nasdaq Capital Market and will provide an update regarding its listing status as soon as practicable.

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 Wainwright’s ability to complete future placements pursuant to the Sales Agreement, even if instructed to do so, the Company’s ability to regain compliance with Nasdaq’s listing standards and anticipated actions to be taken by Nasdaq in the future.

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; the Company’s ability to continue as a going concern; the Company’s ability to cure any continued listing deficiencies and maintain the listing of the Common Stock on Nasdaq; the availability of the Company’s “at-the-market”  program and the Company’s 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; the Company’s reliance on key management personnel and employees; the Company’s ability to attract or retain the talent needed to sustain or grow the business; the Company’s ability to develop and execute on the Company’s business strategy and plans; counterparty risks related to the Company’s 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 the Company’s business; the Company’s 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 artificial intelligence  (“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; 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; the Company’s ability to obtain proper insurance; banks and other financial institutions ceasing to provide services to the Company’s 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; the Company’s ability to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002; how the Common Stock 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 the Company’s filings with the U.S. Securities and Exchange Commission. The Company 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.

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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: December 17, 2025	By:	/s/ Kaliste Saloom
		Kaliste Saloom
		Interim Chief Executive Officer, General Counsel and Corporate Secretary

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FAQ

What did Mawson Infrastructure Group (MIGI) announce about its Nasdaq listing status?

Mawson Infrastructure Group reported that Nasdaq has confirmed the company has regained compliance with the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market. The company previously faced deficiencies under both the bid price rule and the market value of listed securities rule.

Is Mawson Infrastructure Group (MIGI) now compliant with Nasdaqs stockholders equity requirement?

Mawson states that, after raising funds through its at-the-market offering, it believes it has stockholders equity of at least $2.5 million, satisfying Nasdaqs stockholders equity alternative to the market value test. The company remains under a Nasdaq Hearings Panel extension through December 19, 2025 and is awaiting Nasdaqs formal confirmation of full compliance.

How much has Mawson Infrastructure Group (MIGI) raised through its at-the-market equity program?

Under its at-the-market Sales Agreement with H.C. Wainwright, Mawson has sold 2,161,379 shares of common stock for aggregate net proceeds of approximately $13.2 million. These sales are part of offerings registered for up to $9.6 million and an additional $40 million of common stock.

What Nasdaq rules affecting Mawson Infrastructure Group (MIGI) are referenced in this report?

The report references Nasdaq Listing Rule 5550(a)(2) for the $1.00 bid price requirement, Rule 5550(b) for the $35 million market value of listed securities test, and the alternative $2.5 million stockholders equity requirement under the same rule. Mawson has regained bid price compliance and is working to demonstrate compliance with the stockholders equity standard.

What are some key risks highlighted by Mawson Infrastructure Group (MIGI) in this disclosure?

Mawson highlights risks including its ability to continue as a going concern, maintaining Nasdaq listing compliance, availability and use of its at-the-market equity program, access to reliable electricity, operational and equipment risks, volatility in Bitcoin and other digital assets, challenges raising additional capital, execution of its AI and high-performance computing infrastructure strategy, and potential material litigation or regulatory actions.

What is the timeline for Mawson Infrastructure Group (MIGI) to demonstrate full Nasdaq compliance?

The Nasdaq Hearings Panel has granted Mawson an extension to evidence compliance with the stockholders equity rule through December 19, 2025. Mawson indicates that it is awaiting Nasdaqs formal confirmation that all criteria for continued listing on The Nasdaq Capital Market have been met.