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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):
April 4, 2026
| MAWSON INFRASTRUCTURE GROUP INC. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware |
|
001-40849 |
|
88-0445167 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File No.) |
|
(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 (see General
Instruction A.2. below):
| ☐ |
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, par value $0.001 per share |
|
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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01 Entry into a Material Definitive Agreement.
On April 4, 2026, Mawson
Infrastructure Group Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation
Agreement”) by and among Endeavor Blockchain, LLC, an Arkansas limited liability company, Big Digital Energy LLC, a Texas
limited liability company, PM Squared, LLC (DBA PM Squared Financial), a Texas limited liability company, Joshua Kilgore, Cody Smith and
Phillip Stanley (each, an “Endeavor Party,” and together, the “Endeavor Parties”).
Pursuant to the
Cooperation Agreement, the Company has agreed to, among other things, appoint Kyle B. Danges, K. Rodger Davis, Lisa R. Hough, Cody
Smith and Phillip Stanley to the Board, effective as of April 6, 2026 (the “Effective Date”). As of the
date of the Cooperation Agreement, each of Messrs. Davis and Danges and Ms. Hough are “Qualified Directors” and are not
“Affiliates” of any of the Endeavor Parties (in each case, as defined in the Cooperation Agreement).
The Cooperation Agreement,
among other things, includes certain litigation-related provisions, including agreements by the Company and each of the Endeavor Parties
not to initiate or pursue any legal proceedings against each other and to release each other from any claims except for those arising
out of the Cooperation Agreement, as well as certain non-disparagement provisions that in each case remain in place until April 4, 2029.
The information set forth
under Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
The Cooperation Agreement
is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Cooperation Agreement herein does not
purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 6, 2026,
Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger each submitted his or her resignation from the Board and from any and all
committees of the Board, effective as of the Effective Date. None of the departures from the Board described herein are due to any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
Also on April 6,
2026, pursuant to the Cooperation Agreement, the Board appointed Kyle B. Danges, K. Rodger Davis, Lisa Hough, Cody Smith and
Phillip Stanley to the Board, effective contemporaneously with the aforementioned resignations on the Effective Date.
The Board has determined that
each of Messrs. Danges and Davis and Ms. Hough is independent pursuant to the rules and regulations of the U.S. Securities and Exchange
Commission (the “SEC”) and the Nasdaq Stock Market LLC. As of the date of this filing, Board committee assignments
for the newly appointed directors is undetermined.
There are no arrangements
or understandings between any of the newly appointed directors and any other person pursuant to which each was selected as a director
of the Company, other than with respect to the matters referenced under Item 1.01 of this Current Report on Form 8-K.
There have been no transactions
since the beginning of the Company’s last fiscal year, nor are there any currently proposed transactions, regarding the newly appointed
directors that are required to be disclosed by Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
The information set forth
under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
Item 7.01 Regulation FD Disclosure.
On April 6, 2026, the Company
issued a press release announcing its entry into the Cooperation Agreement. A copy of the press release is attached as Exhibit 99.1 and
incorporated herein by reference.
The information furnished
in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Cooperation Agreement, dated as of April 4, 2026, by and among the Company and Endeavor Blockchain, LLC, Big Digital Energy LLC, PM Squared, LLC (DBA PM Squared Financial), Joshua Kilgore, Cody Smith and Phillip Stanley. |
| |
|
|
| 99.1 |
|
Press release issued by Mawson Infrastructure Group Inc., dated April 6, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: April 6, 2026 |
MAWSON INFRASTRUCTURE GROUP INC. |
| |
|
|
| |
By: |
/s/ Kaliste Saloom |
| |
Name: |
Kaliste Saloom |
| |
Title: |
Interim Chief Executive Officer,
General Counsel & Corporate Secretary |
Exhibit 99.1
Mawson Infrastructure Group Inc. Provides Governance
Update
Enters Cooperation Agreement with Endeavor Investor
Group to Reconstitute Board
MIDLAND, Pa., April 6, 2026 – Mawson Infrastructure Group Inc.
(“Mawson” or the “Company”) today announced it has entered into a cooperation agreement with The Endeavor Investor
Group and its affiliates (collectively “Endeavor”) under which the Company will appoint three independent directors, Kyle
B. Danges, K. Rodger Davis and Lisa R. Hough, as well as two Endeavor affiliates, Cody Smith and Phillip Stanley, to the Mawson Board
of Directors (the “Board”).
In connection with the cooperation agreement, Ryan Costello, Kathryn
Schellenger and Steven Soles will step down from the Board. These appointments and resignations are effective immediately.
Ryan Costello, departing Chair of the Mawson Board, said, “As
a board, Kathryn, Steven and I considered the options available and unanimously determined that entering into an agreement with Endeavor
is the best path forward for Mawson and in the best interest of all shareholders. We have made meaningful strides in recent months to
navigate business and industry challenges and reposition the business toward higher growth opportunities.”
Joshua Kilgore, Managing Member of Endeavor Blockchain, LLC, commented,
“We are pleased to reach this agreement and believe Mawson has the potential to become a valuable digital infrastructure platform.
We look forward to helping the Company realize its potential and deliver value for all Mawson shareholders.”
The cooperation agreement includes, among other things, customary standstill
provisions and will be filed as an exhibit to a Form 8-K with the U.S. Securities and Exchange Commission.
New Board Member Biographies:
Kyle B. Danges has served as Founder and Principal at KBD Strategy
& Execution, LLC, since July 2023. Previously, he served as Chief Strategy Officer & Head of Innovative Solutions Businesses at
illumifin, from October 2021 to July 2023 and as Strategy Director at KPMG, from 2014 to October 2021. Mr. Danges received his B.S in
Finance from the Smeal College of Business at Pennsylvania State University.
K. Rodger Davis has served as Managing Director at Ikaria Capital
Group, a financial services firm, since September 2024. Prior to that, Mr. Davis served as a Director at White Oak Healthcare Finance,
LLC, a healthcare focused financial services provider, from May 2020 to September 2024. Mr. Davis has served as Co-Founder and Head of
Finance for Green Minting Technologies Corp., a renewable energy developer, since 2024. In addition, Mr. Davis is Partner at Purpose Living
Ventures Jenison, LLC, a senior living services company, since March 2026.
Lisa R. Hough currently serves as Co-Founder and Advisor of
Eberly Energy Ventures LLC, a behind-the-meter power company focused on Bitcoin and AI infrastructure. She also serves as an Advisor to
Trammell Venture Partners and as a Supervisory Board Member of Melanion Digital, a Paris-based UCITS ETF regulated by the French AMF and
listed on Euronext Paris (not a U.S.-registered entity). She serves on the Board of Directors of the Bitcoin Today Coalition and as a
Founding Board Member of Proof of Workforce, a nonprofit focused on Bitcoin adoption among unions and pension funds.
Cody Smith has served as Chief Operating Officer of Big Digital
Energy LLC, a digital asset mining, AI, and HPC company, since August 2025. After founding Arrowhead Technologies, a cybersecurity firm,
he served as its CEO from 2007 until it was acquired in July 2025. As CEO of Arrowhead Technologies, Mr. Smith advised many private and
public companies with respect to their internal controls, compliance, and security.
Phil Stanley has served as Chief Executive Officer and Managing
Member of PM Squared LLC, a private financial advisory firm, where he is responsible for financial oversight, investment strategy, and
operations, since 2019. Mr. Stanley holds Series 7 and Series 66 securities licenses, as well as Life and Health Insurance licenses, and
earned a Bachelor’s degree in Corporate Communications from Texas A&M University.
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 Language on Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995, including, without limitation, the Company’s ability to realize its potential
to become a valuable digital infrastructure platform and create value for shareholders. There can be no assurance that the results or
developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences
to, or effects on, the Company.
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 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
