UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The |
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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
On July 19, 2023, Mawson Infrastructure Group (the "Company") entered into an Addendum to the Employment Agreement executed by the Company and its CEO and President Rahul Mewawalla (“Executive”) on May 22, 2023.
The Addendum is intended to provide management continuity related to a potential or actual change-in-control event of the Company and to align with shareholder interests in support of corporate transactions. The Addendum provides for double (200%) severance related payments and benefits if the Executive's employment is terminated (actually or constructively, or by Executive for Good Reason) upon or after a change-in-control of the Company. The increase in payments and benefits provided to an Executive following a qualifying termination is the same for all change-in-control events. The description set forth above is qualified in its entirety by reference to the form of the Addendum attached hereto. Capitalized terms used herein are defined in the Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | ||
| 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 21, 2023 | By: | /s/ Greg Martin |
| Greg Martin | ||
| Chairman of the Board | ||
2
Exhibit 10.1
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO THE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of JULY 19, 2023, by and between Mawson Infrastructure Group, Inc. (the “Company”) and Rahul Mewawalla (the “Executive”) (together, the “Parties” and each a “Party”).
RECITALS
WHEREAS, the Company executed an Employment Agreement with the Executive on May 22, 2023 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive have agreed to incorporate the following addendum as part of that Employment Agreement with immediate effect.
NOW, THEREFORE, the Parties hereto agree as follows:
| 1. | Upon or post an event of a Change of Control of the Company, if the Executive is Terminated by the Company or by the Executive for Good Reason, the Company shall pay the Executive payments and benefits that are twice (2x) the value of all the payment and benefits that would be payable to the Executive as included in Section 7(d) of the Employment Agreement. |
| 2. | This Agreement shall be binding upon and inure to the benefit of both Parties and their respective successors and assigns, including any corporation or entity with which or into which the Company may be merged, consolidated, reorganized, succeeded, acquired, sold, disposed, assigned or which may succeed to its substantial assets, business or operations; provided, however, that the obligations of the Executive are personal and shall not be assigned by the Executive. |
| 3. | “Good Reason” is defined as per the Employment Agreement. |
| 4. | “Change of Control” of the Company is defined as: |
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) any sale, assignment, consolidation, merger, reorganization, assignment, disposition or other business corporation by the Company of all or a substantial portion of all of the Company’s assets or of any right to all or a substantial portion of the revenues or income;
(iii) any merger, consolidation, reorganization, or other business combination of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50.1% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation by way of a negotiated purchase, lease, license, exchange, joint venture, tender offer, exchange offer or other means; or
(iv) a change in the composition of the Board occurring within a two (2) year period, as a result of which less than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the directors of the Company at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).
4. Effect of Section 409A of the Code. For purposes of this Agreement, a termination of employment will mean a “separation from service” as defined in Section 409A of the Code, and each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Section 409A of the Code. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. The determination of whether and when the Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section1.409A-l(h). Solely for purposes of this determination, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code. Neither the Company nor the Executive will have the right to accelerate or defer the delivery of any payments or benefits subject to Section 409A of the Code except to the extent that would not create any additional tax liability to the Executive under Section 409A of the Code. This Agreement is intended to comply with the provisions of Section 409A of the Code and this Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement will have the meanings given such terms under Section 409A of the Code if and to the extent required to comply with Section 409A of the Code. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in- kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. In no event whatsoever shall the Company Group or its affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A of the Code or damages for failing to comply with Section 409A of the Code.
Cover |
Jul. 19, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 19, 2023 |
| Entity File Number | 001-40849 |
| Entity Registrant Name | Mawson Infrastructure Group Inc. |
| Entity Central Index Key | 0001218683 |
| Entity Tax Identification Number | 88-0445167 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 201 Clark Street |
| Entity Address, City or Town | Sharon |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 16146 |
| City Area Code | +1 – 412 |
| Local Phone Number | 515 – 0896 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | MIGI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |