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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):
March 16, 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 7.01. Regulation
FD Disclosure
On March 16, 2026, Mawson Infrastructure
Group Inc. (the “Company” or “Mawson”) issued a press release announcing, among other things, an update on strategic
initiatives and that Kaliste Saloom, Interim Chief Executive Officer, General Counsel and Corporate Secretary of Mawson, will present
at the Emerging Growth Conference on April 2, 2026. The Company’s presentation will be open to all interested parties as a live
webcast from approximately 2:55 p.m. to 3:05 p.m. Eastern Time at https://goto.webcasts.com/starthere.jsp?ei=1748971&tp_key=add80b0ab6&sti=migi.
For those who are not
able to attend live on the day of the conference, an archived webcast will be available on EmergingGrowth.com and the Emerging Growth
YouTube Channel after the event.
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 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, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 99.1* |
|
Press Release dated March 16, 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: March 16, 2026 |
By: |
/s/ Kaliste Saloom |
| |
|
Kaliste Saloom |
| |
|
Interim Chief Executive Officer, General Counsel and Corporate Secretary |
Exhibit 99.1
Mawson Infrastructure Group Inc. Provides Update
on Strategic Initiatives
Kaliste Saloom to Present at Emerging Growth
Conference on April 2, 2026
MIDLAND, PA — March 16, 2026 —
Mawson Infrastructure Group Inc. (“Mawson” or the “Company”) today provided an update on its progress to deliver
value to stockholders.
Mawson has achieved a range of objectives
over the past year, including regaining Nasdaq compliance, settling multiple lawsuits which reduced the Company's current liabilities by $19 million, and initiating a strategic pivot to
artificial intelligence and high-performance computing. As these achievements were obtained over the course of fiscal 2025, the
Mawson Board of Directors (the “Board”) formed a Strategic Transactions Committee to evaluate a range of alternatives to
the Company, including potential M&A transactions, joint ventures and other opportunities. The Strategic Transactions Committee
is being assisted by independent legal and financial advisors and is focused on maximizing stockholder value.
“Mawson remains committed to transparency,
disciplined decision-making, and pursuing every path that can unlock sustainable value,” said Kaliste Saloom, Interim CEO and General
Counsel of Mawson. “While our review of strategic opportunities is ongoing, we will continue to take actions that position Mawson
for long-term growth and shareholder value creation.”
Ryan Costello, Chair of the Board of Directors,
said, “Mawson has valuable assets, strong potential, and a strategy built for sustainable growth, and the Board will continue to
explore all opportunities to unlock significant value and deliver superior returns for our shareholders.”
There can be no assurance that the strategic process
will result in the Company pursuing any specific outcome. There is no deadline or definitive timetable set for completion of the strategic
process. Mawson does not intend to make any further public comment on the process unless and until it determines that further disclosure
is appropriate or necessary.
Additional Stockholder Information
| ● | Mawson expects to file its Form 10-K for the
year ended December 31, 2025, on March 31, 2026. Preliminary unaudited results for the 2025 fourth quarter and fiscal year can be found
at https://www.mawsoninc.com/ under “Press Releases.” |
| ● | On April 2, 2026, Mawson will present at the
Emerging Growth Conference from 2:55 PM to 3:05 PM Eastern Time. This live, interactive online event offers stockholders and the investment
community an opportunity to engage directly with Interim CEO Kaliste Saloom. |
| ○ | Questions may be submitted in advance to Questions@EmergingGrowth.com which, if the limited time allows, may be addressed
during the presentation. |
| ○ | Register here: https://goto.webcasts.com/starthere.jsp?ei=1748971&tp_key=add80b0ab6&sti=migi |
| ○ | An archived webcast will be available on EmergingGrowth.com and
the Emerging Growth YouTube Channel after the event. |
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 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.
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 AI, 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 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 Reports on Form 10-Q filed
with the SEC on May 15, 2025, August 14, 2025, and November 14, 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.
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
