Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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. ☐
Appointment of Director
On September 28, 2023 the Board of Directors (“the Board”) of Mawson Infrastructure Group Inc. (“the Company”) announced Mr. Ryan Costello, former United States Congressman from Pennsylvania, to serve as member of the Board of Directors effective October 2, 2023.
Mr. Costello will serve on the Board until the Company’s 2024 annual meeting of stockholders at which time he will stand for election alongside the Company’s current directors. The Board has also appointed Mr. Costello to serve as a member of the Audit, Compensation and Nominating and Corporate Governance Committee.
Mr. Costello’s appointment was decided upon after seeking a nomination and recommendation from the Company’s Nominating and Corporate Governance Committee. The Board has determined that Mr. Costello qualifies as “independent” in accordance with the published listing requirements of NASDAQ.
Mr. Costello previously served as U.S. Congressman from Pennsylvania (PA-6) from 2015-2019. During his tenure in the United States Congress, he served on the Congressional Committee on Energy and Commerce, which oversees a broad range of industries and policy areas, as well as the Transportation and Veteran’s Affairs Committees. He served as a fellow at the George Washington University Graduate School of Political Management and has been a visiting lecturer at American University. He received a Wharton Online Certificate in Economics of Blockchain and Digital Assets.
There is no arrangement or understanding with any person pursuant to which Mr. Costello was appointed as a member of the Board. There are no transactions or relationships between the Company and Mr. Costello that are reportable under Item 404(a) of Regulation S-K. In connection with Mr. Costello’s appointment to the Board, Mr. Costello entered into a Director Appointment Letter dated September 26, 2023, with the Company (the “Director Appointment Letter”).
The description of the Director Appointment Letter is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Director Appointment Letter between the Company and Ryan Costello dated September 25, 2023 | |
| 99.1 | Press Release dated September 28, 2023 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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. More detailed information about the risks and uncertainties affecting the Company 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 Report 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. 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
| Date: September 28, 2023 | By: | /s/ Rahul Mewawalla |
| Rahul Mewawalla | ||
| Chief Executive Officer and President | ||
Exhibit 10.1
EXHIBIT 99.1
Mawson Infrastructure Group Inc Announces New Board Appointment
Appoints Former U.S. Congressman from Pennsylvania as a Member of the Mawson Board of Directors
SHARON, Pa., Sept. 28, 2023 (GLOBE NEWSWIRE) -- Mawson Infrastructure Group Inc. (NASDAQ: MIGI) ("Mawson" or the "Company"),
a digital infrastructure provider, announced today the appointment of Mr. Ryan Costello as an independent Member of the Board of Directors
and independent Member of the Audit, Compensation and Nomination and Governance Committees commencing October 2, 2023. The Audit Committee
will also subsequently consist of the required number of independent directors under NASDAQ Rules.
Mr. Costello previously served as U.S. Congressman from Pennsylvania (PA-6) from 2015-2019. During his tenure in the United States Congress, he served on the Congressional Committee on Energy and Commerce, which oversees a broad range of industries and policy areas, as well as the Transportation and Veteran’s Affairs Committees. He served as a fellow at the George Washington University Graduate School of Political Management and has been a visiting lecturer at American University. He received a Wharton Online Certificate in Economics of Blockchain and Digital Assets.
Greg Martin, Chairman of the Board of Mawson Infrastructure Group, Inc., commented, “I am delighted to welcome Ryan to our Board, as he brings a wealth of knowledge across several markets including digital assets, technology, and energy. We look forward to the valuable knowledge and perspective he will bring as the newest member of the Mawson Board of Directors."
Rahul Mewawalla, CEO and President, commented, “We are looking forward to having Ryan join our board of directors. We recently set new operational performance records across our sites and facilities in Pennsylvania. As we further advance our operations in the market, I would like to thank all the communities and partners that we work together with for their tremendous ongoing support of Mawson."
Ryan Costello, commented, “I am excited to join the Mawson Board of Directors, and I look forward to contributing to the success and strength of the Company as it drives its long-term growth strategy."
About Mawson Infrastructure
Mawson Infrastructure Group (NASDAQ: MIGI) is a digital infrastructure company. Mawson’s vertically integrated model is based on a long-term strategy to promote the global transition to the new digital economy. Mawson aligns digital infrastructure, sustainable energy, and next-generation fixed and mobile data center solutions, enabling efficient Bitcoin production and on-demand deployment of digital infrastructure assets. Mawson Infrastructure Group is emerging as a global leader in ESG focused digital infrastructure and Bitcoin mining.
For more information, visit: https://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 Report 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