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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): September 22, 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) | (I.R.S. Employer Identification No.) |
201 Clark Street
Sharon, Pennsylvania 16146
(Address of Principal Executive Offices) (Zip Code)
(412) 515-0896
(Registrant's telephone number, including area code)
(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.
On September 22, 2023, Mawson Infrastructure Group Inc. (the “Company”) issued a press release announcing its unaudited business and operational update for August 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 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 of 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 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, and Mawson’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2023, 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. 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.
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 22, 2023 | By: | /s/ Rahul Mewawalla |
| | Rahul Mewawalla |
| | President & Chief Executive Officer |
| | |
EXHIBIT 99.1
Mawson Infrastructure Group Inc. Announces Monthly Operational Update
for August 2023
Self-Mining Bitcoin Production grew 27% M/M to 88 BTC and Company Set Monthly Operational Performance
Record for its Sites
SHARON, Pa., Sept. 22, 2023 (GLOBE NEWSWIRE) -- Mawson Infrastructure Group Inc. (NASDAQ:MIGI) (“Mawson”
or the “Company”), a digital infrastructure company, announced today its unaudited business and operational update for August
2023.
Rahul Mewawalla, CEO and President, commented, “I am delighted to share that August
was another solid month of growth for our self-mining Bitcoin business, with production increasing 27% M/M, and was a new monthly operational
performance record for our sites. This robust performance demonstrates results from our enhanced focus on strengthening the operational
excellence and performance of our self-mining platform and capabilities. In addition, we are pleased to see interest from several potential
new co-location and hosting customers who are looking to benefit from Mawson’s operational capabilities, scalability, attractive
power pricing, and our strategically located sites in the PJM markets.”
Unaudited August Monthly Operating Results Summary
- Self-Mining Bitcoin production increased 27% M/M to 88 BTC, and set a new operational performance record
for the Company’s Pennsylvania sites.
- Total self-miners hashing at the end of August increased 8% M/M to approximately 15,600
- Approximately $3.88M in Monthly Revenue for August 2023
- Self-Mining Monthly Revenue increased 18% to $2.44M
- Hosting Co-location Monthly Revenue declined as expected to $1.29M
- Energy Market Program Monthly Revenue was approximately $0.14M
- Total Power Capacity was approximately 109 MW with capacity for nearly 32,500 miners
Operational Updates
Mawson’s two sites in Pennsylvania, located in Midland, Pennsylvania and Bellefonte, Pennsylvania, have approximately
109 MW of total power capacity. In August, the Midland facility had a power capacity of approximately 100 MW with capacity to support
a total of approximately 30,000 miners for either self-mining or co-location and hosting services. As of the end of August, the Company
had approximately 50 MW and approximately 13,150 miners hashing for self-mining purposes and currently expects this number of miners to
increase in Q4 2023.
As previously announced, the co-location agreement with company’s hosting customer ended on August 23, and the
Company ceased operating the customer’s miners. The Company currently has approximately 50 MW of capacity that could be offered
for co-location and hosting services, and the Company is seeing interest from several potential new co-location and hosting customers.
At the end of August, the Bellefonte facility, which is used entirely for self-mining purposes, was operating approximately
8.8 MW of capacity with approximately 2,460 miners hashing for self-mining. The Company has been ramping up this facility with a
focus to enhance overall operating performance.
During the month of August, Mawson focused on improving its self-mining business operating performance and miner uptime
at its facilities, which is expected to continue to enhance its self-mining operations going forward.
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/
Statements about hashrate capacity
Statements in the press release about hashrate capacity (including ‘installed capacity’ or ‘nameplate
capacity’), will often differ from the actual or observed hashrate. These terms generally make certain assumptions about the efficiency
of the ASIC miners that are in use. Some ASIC miner models will consume less power to create the same amount of hashing power than other
ASIC miner models (typically more recent models are more efficient). Many ASIC miner fleets are blended fleets, including various ASIC
miner models each with different efficiency ratings. Hashrate capacity figures typically assume 100% deployment of ASIC miners. Given
the large numbers of computing units (often numbering in the tens of thousands), ASIC mining fleets are rarely 100% deployed and online
at any one time. This can be due to a variety of factors, including ASIC miners being under maintenance, in repair workshops, in storage,
in transit, or due to technical faults and breakdowns. Once deployed and online, the actual or observed hashrate can be influenced by
other factors such as heat, overclocking (causing the ASIC miner to perform at levels higher than the manufacturer’s specifications),
the age, and wear and tear exhibited by the ASIC miners and also by the limitations of the surrounding infrastructure, such as power outages,
and MDC and transformer breakdowns. Construction and development delays are a common risk for mining data centers, for example due to
weather, permitting delays, or labor and equipment shortages. Investors should consider all risk factors related to uptime when considering
these figures, which are a best-case scenario.
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
_______________________________
All figures unaudited, and as of August 31, 2023.
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