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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): July 25, 2025

 

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.)

 

950 Railroad Ave, Midland, PA   15059
(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))
   
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

 

The Company plans to hold its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on October 15, 2025. The exact time and location of the Annual Meeting will be as set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the U.S. Securities and Exchange Commission. The board of directors of the Company has established August 21, 2025 as the record date for the determination of stockholders of the Company entitled to receive notice of and vote at the Annual Meeting or any adjournment or postponement thereof.

 

Because the meeting date for the Annual Meeting will be more than thirty (30) days after the anniversary of the Company’s 2024 Annual Meeting of Stockholders, the Company has set a new deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the Annual Meeting. In order to be considered timely, such proposals must be received by the Company’s Corporate Secretary at 950 Railroad Ave., Midland, PA 15059 or legal@mawsoninc.com by August 25, 2025, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials related to the Annual Meeting. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Company’s proxy materials.

 

In accordance with the advance notice provisions set forth in the Company’s Bylaws, stockholder proposals submitted outside of the stockholder proposal rules promulgated pursuant to Rule 14a-8 under the Exchange Act, including nominations of director candidates, must be received by the Company’s Corporate Secretary no later than the close of business on August 4, 2025 in order to be considered timely. In addition to satisfying the requirements under the Company’s Bylaws, stockholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, at the Annual Meeting must also comply with all applicable requirements of Rule 14a-19 of the Exchange Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

1 

 

 

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.
     
Date: July 25, 2025 By: /s/ Kaliste Saloom
    Kaliste Saloom
    Interim Chief Executive Officer, General Counsel and Corporate Secretary

 

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