UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Consent Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Consent Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Under § 240.14a-12 |
| Mawson Infrastructure Group Inc. |
(Name of Registrant as Specified In Its Charter)
|
| |
ENDEAVOR BLOCKCHAIN, LLC
BIG DIGITAL ENERGY LLC
PM SQUARED, LLC
JOSHUA KILGORE
CODY SMITH
PHIL STANLEY
|
(Name of Persons(s) Filing Consent Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Endeavor Blockchain, LLC,
an Arkansas limited liability company (“Endeavor Blockchain”), together with the other participants named herein (collectively,
“Endeavor”), has filed a preliminary consent statement and accompanying WHITE consent card with the Securities and
Exchange Commission (“SEC”) to be used to solicit consents for the removal of all members of the board of directors (the “Board”)
of Mawson Infrastructure Group Inc., a Delaware corporation (the “Company”).
On March 16, 2026, Endeavor
issued the following press release:
ENDEAVOR FILES PRELIMINARY CONSENT MATERIALS
TO REMOVE ENTIRE BOARD OF DIRECTORS AT MAWSON INFRASTRUCTURE GROUP
Significant Stockholder Seeks Governance
Changes Following Years of Value Destruction and Strategic Missteps
Believe Immediate Action Must be Taken
to Prevent the Further Destruction of Value
FORT SMITH, AR – March 16, 2026
– The Endeavor Investor Group (together with its affiliates, “Endeavor” or “we”), a significant stockholder
of Mawson Infrastructure Group Inc. (“Mawson” or the “Company”), today announced that it has commenced a consent
solicitation to remove the entire current Board of Directors of Mawson and begin the process of reconstituting the Board with directors
committed to restoring accountability and maximizing value for all stockholders.
Endeavor believes the Company’s current
trajectory reflects a pattern of governance failures, poor capital allocation decisions, and ineffective oversight that has resulted in
significant destruction of shareholder value.
“Mawson controls a strategically important
footprint in high-performance compute and digital asset infrastructure that is not reflected in today’s share price,” said
Joshua Kilgore, Managing Member of Endeavor Blockchain, LLC. “However, years of strategic missteps and governance failures have
severely damaged the Company’s credibility with investors. We are launching this consent solicitation because we believe meaningful
change at the Board level is necessary to unlock the value of Mawson’s assets and restore confidence among stockholders. Removing
the current directors is an important first step in reconstituting the Board and creating meaningful change at the Company.”
A Record of Value Destruction
Under the current Board’s oversight,
Mawson’s market capitalization has fallen from approximately $450 million at the end of 2021 to roughly $15 million as of early
2026, a decline of nearly 95%.
During this period, the Company has also significantly
diluted existing stockholders through repeated equity issuances and financing transactions while its share price continued to decline.
Endeavor also believes Mawson’s balance
sheet and operational stability have deteriorated as a result of repeated strategic missteps, executive turnover, and ineffective oversight
by the Board.
A Path Forward
Despite the Company’s current challenges,
Endeavor believes Mawson’s underlying infrastructure assets remain valuable.
Endeavor believes Mawson’s power footprint
and infrastructure could support opportunities beyond Bitcoin mining, including high-performance computing, artificial intelligence infrastructure,
and other high-density compute applications.
Endeavor has stated that it is prepared to
serve as an active partner to a refreshed Board and invest meaningful capital to stabilize the Company’s balance sheet and position
Mawson for sustainable long-term success.
“We believe Mawson can become a valuable
digital infrastructure platform under the right leadership and governance,” Kilgore added. “Our goal is to help ensure that
Mawson’s strategy, capital allocation, and oversight are aligned with the interests of its stockholders.”
Endeavor urges Mawson stockholders to review
the consent solicitation materials carefully and support its efforts to restore accountability and strategic direction at the Company.
About Endeavor Investor Group
The Endeavor Investor Group (together with
its affiliates, “Endeavor”) is an investment group focused on high-performance compute and digital asset infrastructure. Endeavor
is comprised of Endeavor Blockchain, LLC, Big Digital Energy LLC, PM Squared, LLC, and certain associated individuals and entities, including
Joshua Kilgore, Cody Smith, and Phil Stanley. Through its affiliates, Endeavor has invested in and operates large-scale, energy-intensive
compute and digital asset infrastructure across the United States, with experience in:
| · | Developing and financing high-density compute
and digital asset facilities |
| · | Power procurement, grid interconnection, and
regulatory strategy in diverse energy markets |
| · | Designing, building, and operating mission-critical
infrastructure for digital assets and high-performance computing |
Investor Contact
Investor Relations
Samir Jain
Email: ir@big-digital.energy
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Endeavor Blockchain, LLC (“Endeavor Blockchain”),
together with the other participants named herein (collectively, “Endeavor”), has filed a preliminary consent statement and
accompanying WHITE consent card with the Securities and Exchange Commission (“SEC”) to be used to solicit consents
for the removal of all members of the board of directors (the “Board”) of Mawson Infrastructure Group Inc., a Delaware corporation
(the “Company”).
ENDEAVOR STRONGLY ADVISES ALL STOCKHOLDERS
OF THE COMPANY TO READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH CONSENT MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES OF THE CONSENT STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ CONSENT SOLICITOR.
The participants
in this consent solicitation are Endeavor Blockchain, Big Digital Energy LLC (“Big Digital Energy”), PM Squared, LLC (DBA
PM Squared Financial) (“PM Squared”), Joshua Kilgore, Cody Smith and Phil Stanley (collectively, the “Participants”).
As of the
date hereof, Endeavor Blockchain beneficially owns 1,500,000 shares of the Company’s common stock, $0.001 par value per share (the
“Common Stock”). As of the date hereof, Mr. Kilgore, as the Managing Member of Endeavor Blockchain, may be deemed to beneficially
own the 1,500,000 shares of Common Stock owned directly by Endeavor Blockchain and directly beneficially owns 8,000 shares of Common Stock.
As of the date hereof, Big Digital Energy does not beneficially own any shares of Common Stock. As of the date hereof, PM Squared beneficially
owns 4,397 shares of Common Stock. As of the date hereof, Mr. Stanley, as the Managing Member of PM Squared, may be deemed to beneficially
own the 4,397 shares of Common Stock directly owned by PM Squared. As of the date hereof, Mr. Smith beneficially owns 75,000 shares of
Common Stock.
