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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 19, 2023
Mawson Infrastructure Group Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-40849 |
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88-0445167 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
201 Clark Street Sharon PA |
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16146 |
(Address of principal executive offices) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
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 |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Common Stock, $0.001 par value |
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MIGI |
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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 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
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.
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Mawson Infrastructure Group Inc. |
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Date: July 21, 2023 |
By: |
/s/ Greg Martin |
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Greg Martin |
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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.
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