[SCHEDULE 13D/A] Mawson Infrastructure Group Inc. Amended Major Shareholder Report
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Form Type
SCHEDULE 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Mawson Infrastructure Group Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
57778N307
(CUSIP Number)
Joshua Kilgore 5701 Euper Lane, Ste A,
Fort Smith,
AR,
72903 479-420-8957
Cam C. Hoang Dorsey & Whitney LLP,
50 S. Sixth Street, Suite 1500 Minneapolis,
MN,
55402 (612) 492-6109
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
02/09/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No.
57778N307
1
Name of reporting person
Endeavor Blockchain, LLC
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
ARKANSAS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
1,500,000.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
1,500,000.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
1,500,000.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
45.4 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
Endeavor Blockchain, LLC is 100% owned Joshua Kilgore, the managing member.
SCHEDULE 13D
CUSIP No.
57778N307
1
Name of reporting person
Joshua Kilgore
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
PF
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
8,000.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
8,000.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
8,000.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
0.2 %
14
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13D
CUSIP No.
57778N307
1
Name of reporting person
Cody Smith
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
PF
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
75,000.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
75,000.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
75,000.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
2.3 %
14
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13D
CUSIP No.
57778N307
1
Name of reporting person
PM Squared, LLC
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
4,397.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
4,397.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
4,397.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
0.1 %
14
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person:
PM Squared, LLC is 100% owned by Phil Stanley, the managing member.
SCHEDULE 13D
Item 1.
Security and Issuer
(a)
Title of Class of Securities:
Common Stock, $0.001 par value
(b)
Name of Issuer:
Mawson Infrastructure Group Inc.
(c)
Address of Issuer's Principal Executive Offices:
950 RAILROAD AVE, MIDLAND,
PENNSYLVANIA
, 15059.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated to read as follows:
The common shares (the "Shares") of Mawson Infrastructure Group Inc. (the "Issuer") purchased by each of Endeavor Blockchain, LLC and PM Squared, LLC were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The Shares of the Issuer purchased by each of Joshua Kilgore and Cody Smith were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.
The aggregate purchase price of the 1,500,000 Shares beneficially owned by Endeavor Blockchain, LLC is approximately $7,785,476.53, excluding brokerage commissions. The aggregate purchase price of the 8,000 Shares beneficially owned by Joshua Kilgore is approximately $43,741.34, excluding brokerage commissions. The aggregate purchase price of the 75,000 Shares beneficially owned by Cody Smith is approximately $354,967.38, excluding brokerage commissions. The aggregate purchase price of the 4,397 Shares beneficially owned by PM Squared, LLC is approximately $20,419.12, excluding brokerage commissions.
Item 4.
Purpose of Transaction
Item 4 is hereby amended to add the following:
On January 29, 2026, the Issuer filed an amended complaint in the United States District Court for the District of Delaware (the "Issuer Complaint") against the Reporting Persons. The following description of the Issuer Complaint is qualified in its entirety by reference to the Issuer Complaint, which is attached as Exhibit 99.1 hereto and incorporated herein by reference. The Issuer Complaint alleges, among other things, that the Reporting Persons (i) violated the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Reporting Persons' Schedule 13D filings, including by allegedly failing to file complete and accurate disclosures and by allegedly making false and/or misleading statements and omissions, (ii) violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder in connection with the Reporting Persons' Schedule 14A disclosures, and (iii) violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder in connection with alleged misstatements and omissions relating to the Reporting Persons' trading activity and intentions with respect to the Issuer. The Issuer seeks declaratory and injunctive relief, including an order enjoining the Reporting Persons from trading in the Issuer's securities and from continuing with the tender offer or other change of control transaction described in the Issuer Complaint, as well as monetary damages.
The Reporting Persons believe that, since acquiring beneficial ownership of greater than 5% of the Issuer's outstanding shares on November 24, 2025 (as previously disclosed in Amendment No. 3 to the Schedule 13D, along with the trading history of the Reporting Persons for the 60 days prior thereto, as detailed in Exhibit 99.2 to Amendment No. 3 to the Schedule 13D) based on the number of shares reported outstanding in the Issuer's SEC filings, the Reporting Persons' Schedule 13D filings have addressed the reporting requirements of Section 13(d) of the Exchange Act and thereby mooted the Issuer's purported claims. Accordingly, the Reporting Persons believe the allegations set forth in the Issuer Complaint are without merit, the Issuer is not entitled to any relief and the Reporting Persons intend to defend themselves vigorously.
Item 7.
Material to be Filed as Exhibits.
Item 7 is amended to add the following exhibit:
99.1 Amended Complaint filed by Mawson Infrastructure Group Inc. on January 29, 2026 in the United States District Court for the District of Delaware
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.