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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):
August 21, 2023
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) |
|
(IRS Employer
Identification No.) |
201 Clark Street Sharon PA USA |
|
16146 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code +1 - 412 – 515 - 0896
(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)) |
|
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☐ |
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 August 21, 2023, Mawson Infrastructure Group
Inc. (the “Company”) issued an earnings press release for the quarter ending June 2023.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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. 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 cryptocurrencies, and further or new regulation
of digital assets. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk
Factors” included in the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2023, Quarterly Report on Form
10-Q filed with the SEC on May 15, 2023 and August 21, 2023, and in other filings that 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.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
Mawson Infrastructure Group Inc. |
|
|
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Date: August 21, 2023 |
By: |
/s/ Rahul Mewawalla |
|
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Rahul Mewawalla |
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President & Chief Executive Officer |
-2-
Exhibit 99.1
|
Mawson Infrastructure Group Inc
201 Clark Street, Sharon, PA 16146, USA
|
Mawson
Infrastructure Group Inc Reports Q2 2023 Financial Results
Selected
Unaudited Financial Highlights for Q2 FY 2023
Total Revenue of $10.6 Million
Self-Mining revenue of $4.9 Million and Hosting
revenue of $4.6 Million
Self-mined Bitcoin revenue increased 78% Q/Q
and
Self-mined Bitcoin Increased 50% Q/Q to 182
BTC
Sharon, PA — August 21, 2023 —
Mawson Infrastructure Group Inc. (NASDAQ: MIGI) (“Mawson”), a digital infrastructure company, today announced its unaudited
financial results and highlights for the second quarter ending June 30, 2023.
Rahul Mewawalla, CEO and President of Mawson,
said, “We were pleased to increase self-mined BTC revenue by 78% and number of self-mined BTC by 50% in Q2 2023 over the prior quarter
as we continued a focus on driving execution and enhancing our operations across our sites. Mawson is strategically aligned to optimize
its capabilities and resources across self-mining, hosting, and energy markets program participation in the PJM energy markets, with the
goal of enhancing overall stakeholder value.”
Q2 2023 Financial and Business Highlights
| ● | Total Revenue increased 38% Q/Q to $10.6 million |
| ● | Self-Mined BTC revenue increased 78% Q/Q to $4.9 million |
| ● | Increased online power at Midland PA site by 76% sequentially
to 88 MW from 50 MW |
| ● | Total installed1
self-miners increased approximately to 16,350 across sites |
| ● | Exited Q2 2023 with 96 MW of online power able to support
approximately 27,636 miners |
| ● | Announced new 8 MW (expandable to 24 MW) site in Bellefonte
PA |
| ● | Added to the Russell Microcap® Index |
BTC Hosting and Co-location Services Update
On July 25, 2023, Mawson issued a press release
inviting outside parties to provide Indications of Interest (IOI) for the Company’s hosting and digital infrastructure services
that include BTC (Bitcoin) miner hosting, HPC (High Performance Computing) co-location, and other potential partnerships utilizing its
digital infrastructure and hosting facilities. The Company indicated that the Co-Location contract with Celsius Mining LLC will expire
in accordance with its terms on August 23, 2023. Discussions with Celsius Mining LLC are ongoing. Mawson has received active interest
from a number of parties related to hosting and digital infrastructure services.
1 | “Installed” may include miners that are deployed
in Mawson’s datacenters but may not be online or hashing 100% of the time. |
2023 Strategic Focus
| 1. | Exploring expansion opportunities in the PJM energy markets, especially in Pennsylvania and Ohio. |
| | |
| 2. | Continue to secure a portfolio of sites in its preferred geographies and markets for long-term digital
infrastructure capacity. |
| | |
| 3. | Continue participation in the Energy Markets Program which generates additional revenue. |
| | |
| 4. | Develop strategic partnerships and commercial relationships within industry ecosystem. |
| | |
| 5. | Drive a diversified revenue mix of self-mining, hosting, and energy markets participation. |
Second Quarter 2023 GAAP Financial Results
Revenue for the second quarter 2023, ended June
30, 2023, increased 38% sequentially to $10.6 million and decreased 47% over the same quarter last year. The sequential increase was the
result of the continued ramp of Mawson’s self-mining capacity at its Pennsylvania sites. The prior year period decline resulted
from the sale of the Company’s Georgia facility in October 2022.
Cost of revenue in the second quarter of 2023
increased 50% sequentially to $7.0 million, from $4.7 million and decreased 51% over the prior year period. Higher power costs associated
with the ramp of self-mining capacity, and lower power and facility costs from the sale of the Georgia facility led the changes, respectively.
Gross profit increased 18% sequentially to $3.5 million or 33% of revenue and decreased 35% from $5.4 million from the same quarter last
year.
SG&A expense for the second quarter of 2023
increased sequentially to $6.3 million from $5.0 million due to higher facility and expenses and decreased from $9.4 million compared
to the same quarter last year. In the second quarter 2023, Mawson incurred a net loss of $17.6 million compared to $11.4 million in the
prior period and $2.4 million for the same quarter last year.
About Mawson Infrastructure
Mawson Infrastructure Group (NASDAQ: MIGI) is a digital infrastructure
provider with multiple operations throughout the USA. Mawson’s vertically integrated model is based on a long-term strategy to promote
the global transition to the new digital economy. Mawson matches digital infrastructure, sustainable energy, and next-generation data
center solutions, enabling efficient Bitcoin production and on-demand deployment of digital infrastructure assets. With a strong focus
on shareholder returns and strategic growth, Mawson Infrastructure Group is emerging as a global leader in ESG focused digital infrastructure
and Bitcoin mining.
For more information, visit: www.mawsoninc.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Mawson cautions that statements in this press release 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. 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 Mawson’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 that Mawson’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 cryptocurrencies and further or new regulation of digital assets. More detailed information about the risks
and uncertainties affecting Mawson is contained under the heading “Risk Factors” included in Mawson’s Annual Report
on Form 10-K filed with the SEC on March 23, 2023, and Mawson’s Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2023,
August 21, 2023; and in other filings Mawson 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. Mawson 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.
Investor Contact:
Sandy Harrison
Chief Financial Officer
IR@mawsoninc.com
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