MIGI Mawson Infrastructure Group Inc

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 4, 2024

 

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 Avenue, Midland, Pennsylvania		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 7.01 Regulation FD Disclosure.

 

On September 4, 2024, Mawson Infrastructure Group Inc. (the “Company”) provided an updated Company Presentation and posted it on its website at: www.mawsoninc.com.

 

The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

A copy of the Company Presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Company Presentation dated September 4, 2024
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 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. the evolution of AI and HPC market and changing technologies, the slower than expected growth in demand for AI, HPC and other accelerated computing technologies than expected, the ability to timely implement and execute on AI and HPC digital infrastructure, and the ability to timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods mentioned. 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 April 1, 2024, and Mawson’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, May 15, 2024, and August 19, 2024, 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.

 

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: September 4, 2024	By:	/s/ Rahul Mewawalla
		Rahul Mewawalla
		Chief Executive Officer and President

 

Exhibit 99.1

 

Digital Infrastructure Platforms for AI, HPC and Digital Assets NASDAQ: MIGI Company Presentation September 2024

DISCLAIMER This presentation has been designed to provide general information about Mawson Infrastructure Group, Inc. (“Mawson” or "the Company”). Any information contained or referenced herein is suitable only as an introduction to the Company. The information contained in this presentation is for informational purposes only. The information contained herein does not constitute or form a part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer, buy or subscribe for, any securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. This document is not a prospectus. The information contained in this presentation is not investment or financial product advice and is not intended to be used as the basis for making an investment decision. Neither the Company, nor any of its respective affiliates make any representation or warranty, express or implied as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of any of the information or opinions contained in this presentation. This presentation has been prepared without taking into account the investment objectives, financial situation particular needs of any person. The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use should not be construed as an endorsement of the platform and solutions of Mawson. FORWARD - LOOKING STATEMENTS This presentation may contain forward - looking statements. Mawson cautions that any statements in this presentation 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 digital assets and cryptocurrencies, further or new regulation of digital assets, the evolution of AI and HPC market and changing technologies, the slower than expected growth in demand for AI, HPC and other accelerated computing technologies than expected, the ability to timely implement and execute on AI and HPC digital infrastructure, and the ability to timely complete the digital infrastructure build - out in order to achieve its revenue expectations for the periods mentioned. 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 April 1, 2024, and Mawson’s Quarterly Report on Form 10 - Q filed with the SEC on August 21, 2023, November 13, 2023, May 15, 2024, August 19, 2024, 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. Safe Harbor Statement

Technology company focused on next - generation infrastructure platforms for Artificial Intelligence (AI), High - Performance Computing (HPC), and Digital Assets markets HQ near emerging tech hub in Pittsburgh, PA., with multiple digital infrastructure sites in the PJM market, North America's largest competitive and deregulated wholesale power market Deep innovation, tech, and operational expertise to manage and optimize digital infrastructure and computing with a team from Apple, Nokia, Yahoo, T - Mobile, General Electric Company, and other tech companies Carbon - Free and focused on using sustainable energy, including nuclear, across our multiple digital infrastructure and computing sites About Mawson Infrastructure Group, Inc. (NASDAQ: MIGI) Innovative Digital Infrastructure Platforms Company serving the AI, HPC and Digital Assets Markets

Digital Assets Colocation Business • Diversified, asset - light, SaaS - like revenue stream • Adaptable contracts with capacity flexibility and rapid deployments • Add - ons and potential upsells such as Managed Site Services and Software Services Diversified Mix of Businesses, Focused on Global Digital Economy Creating Natural Synergies for the Company • Participation in innovative energy management programs • Provides stability to electric grid and generates revenue • Optimizes energy costs while contributing to overall grid reliability Energy Management Business AI and HPC Colocation Business • High - growth and high - value foundational revenue stream • Long - term contract structures for stable, predictable cash flow with attractive margins • Builds upon core capabilities, expands operational capabilities and service offerings Bitcoin Self - Mining • Provides upside potential during favorable market conditions • Enhances operator expertise, benefiting all colocation clients • Allows strategic resource allocation based on market dynamics

H2 2023 May 2023: Announced new CEO and President Rahul Mewawalla, a technology and business leader Jun 2023: Operationalized 9 MW facility in Bellefonte, PA Oct 2023 : Executed colocation agreement with new enterprise grade customer Dec 2023: Executed colocation agreement with second enterprise grade customer Q1 2024 Feb 2024: Executed colocation services agreement with third enterprise grade customer Mar 2024: Strengthened management and technology team with new hires Mar 2024: Expanded colocation services agreement with enterprise customer for an additional 20 MW Q2 2024 Apr 2024: Announced expansion plans for Midland, PA near Pittsburgh May 2024: Announced 90% Y/Y and 83% Q/Q increase in colocation services business revenue in Q1 2024 Jun 2024: Signed 20 MW colocation services agreement with enterprise grade customer Jun 2024: Expanded digital colocation services business to new digital assets class Jun 2024: Successfully completed expansion in Midland, PA bringing total PJM sites capacity to 129 MW Q3 2024 QTD* Jul 2024: Continued upgrades and refreshes in management and technology team, almost entirely new management team Aug 2024: Expanded to AI and HPC colocation markets Aug 2024: Executed 20 MW AI/HPC colocation customer agreement; signed LOI for additional 124 MW or total of 144 MW Aug 2024: Announced new 24 MW site in Perry County, OH., increasing total capacity to 153 MW upon completion Significant Momentum in Transforming the Company and Driving Growth Growing the Business under New Management and Technology Team * As of September 4, 2024

Recent AI Colocation Agreement Strategy 20 MW of Digital Infrastructure for AI/HPC with Expansion Potential to 144 MW in total GROWTH FINANCIAL STRATEGIC Provides Mawson with a growth pipeline as well as a customer and partner roadmap to collaborate with future AI and HPC customers Long - term, stable, higher revenue and gross margin segment, with focus on long - term AI and HPC growth markets Six - year, long - term agreement represents expansion into AI and HPC colocation markets, a strategic growth opportunity AI / HPC Colocation

AI/HPC Colocation Agreement Transaction Summary 20 MW of Digital Infrastructure for AI/HPC with Expansion Potential to 144 MW in total Note : 1. Operating capacity is expected to ramp to fully allocated amount over time 2. Revenue can be subject to change depending on operating capacity ramp up timeframe as well as potential colocation rate adjustments every 2 years within the initial term of contract Initial Term of Contract 6 - year contract, with option for rate adjustments every 2 years Initial Capacity Allocation 20 MW 1 Renewal 24 - month renewal options upon completion of initial 6 - year term Estimated Revenue Impact $285 million dollars 2 LOI for Expansion LOI for additional 124 MW expansion, which would take total AI/HPC deployment to 144 MW

Multiple Operating and Pipeline Facilities in the PJM Market Largest Wholesale North American Electric Market with Robust Fiber Connectivity • We currently operate 129 MW, >90% of which are within 30 minutes from Pittsburgh International Airport • Greater Pittsburgh area continues to evolve into a key research and commercial hub for AI, HPC, and accelerated computing (Fun Fact: Carnegie Mellon faculty Herbert Simon and Allen Newell invented the field of AI in Pittsburgh) An average MacBook Air uses about 30 watts; a megawatt is a million watts. 129 million watts can power approximately 4.3 million MacBooks at the same time. Bellefonte, PA. 129 MW Current Operating Capacity, with expansion potential at current and pipeline sites Midland, PA. Perry County, OH. Additional PJM Market Sites

Suite of Hardware, Software and Services • Deep expertise across hardware, software, and digital infrastructure services expertise • Scalable digital infrastructure platforms for revenue optimization and performance tracking across multiple enterprise grade customers Delivering Next - Gen Digital Infrastructure for AI, HPC, and Digital Assets Secure, Adaptable, and Scalable Infrastructure for Computing and Digital Platforms Operating Facilities in the PJM Market • Operate in large, organized, and deregulated market • Partnerships with Carbon - Free energy providers, including nuclear • Among the most competitive wholesale power rates in the US • Advanced energy management programs Rapid, Adaptable, and Efficient Digital Infrastructure Operations • Scalable and adaptable solutions across AI, HPC, and digital assets markets • Capabilities and resources across use - cases and markets • Agile expertise across modular data centers and in - building computing centers

Experienced Management with Advanced Tech Expertise Rahul Mewawalla CEO and President Rahul is a technology and business leader with extensive strategic and operational expertise across Fortune 500 and growth companies, having held senior executive and operating roles including as CEO and President for several technology companies. He has held leadership roles with leading global technology companies including Yahoo!, General Electric (NYSE: GE) and Nokia Corporation (NYSE: NOK) and has served as board director for several NASDAQ - listed public companies including as Chairman of the Board. He served as Advisor to Stanford University's Persuasive Technology Lab, Senior Advisor to San Francisco Mayor’s Office on Innovation, Chair of the Venture Capital Task Force Committee on Services and Systems, and with the MIT - Stanford Venture Lab. He has previously received numerous awards and honors such as Top 40 under 40 in San Francisco and received an MBA from the Kellogg School of Management at Northwestern University. Craig Hibbard Chief Development Officer Extensive background across property development, real estate projects, project deployment, business development, and project management Geneva Skeen Head of Information Systems Technology leader with proven track record in software, IT systems, software services, product development and data analysis Allen Bolden Head of Operations Extensive background in facilities, operations, and engineering across large - scale enterprise infrastructure Max Franklin Head of Sales and Strategic Partnerships Extensive sales, partnerships and customer success expertise across AI, HPC, and digital assets Kaliste Saloom General Counsel and Head of Legal Seasoned legal experience including General Counsel roles with various publicly and privately held companies in high - tech industries including satellite, telecom and autonomous vessels Vikram Murali Head of Corporate Development Expertise across corporate development, most recently at Evercore’s investment banking practice, working on M&A, capital raises and strategic advisory assignments Jonathan Sites Head of Human Resources HR, culture, and people operations. Leads Mawson’s HR initiatives and talent development strategies Sandy Harrison Chief Financial Officer Deep experience in finance and capital markets roles as an award - winning sell - side research analyst and IR/PR executive for tech - driven growth companies Anurag Gandhi Head of Corporate Strategy Corporate strategy and operations leader with prior experience in advisory and operating roles at various Big Tech and PE - backed companies

Investor Highlights: Emerging and Innovative Player in Growing Digital and Accelerated Computing Markets Experienced Leadership Seasoned management team with expertise across advanced technology markets and in driving innovation and strategic growth Sustainable Power Carbon - free power, including nuclear, at competitive rates along with robust fiber optic connectivity, addressing the enterprise needs of our customers AI and HPC Markets Expanded business into AI/HPC digital infrastructure and recently executed 6 - year, 20 MW 1 AI colocation services agreement expected to generate $285MM 2 in revenue Diversified and Synergistic Businesses Innovative technology businesses focused on digital economy growth opportunities optimizing shareholder value creation Established Operations Established, expandable sites in the PJM market, amongst the most attractive operating markets for AI, HPC, and digital assets Note : 1. Operating capacity is expected to ramp to fully allocated amount over time 2. Revenue can be subject to change depending on operating capacity ramp up timeframe as well as potential colocation rate adjustments every 2 years within the initial term of contract

Digital Infrastructure Platforms: The Foundation of AI and HPC Growing Demand for Digital Infrastructure Sites to Drive AI/HPC Ecosystem Expansion P O W E R D G I G E I N T A E R L A T I ON INFRASTRUCTURE PLATFORMS POWER GENERATION COMPUTE (GPUs, ASICs) POWER GENERATION SOFTWARE PLATFORMS POWER GENERATION AI APPLICATIONS Enables ChatGPT and Claude to answer 15 million questions daily One AI training run uses as much energy as 5,000 EV charges LLMs like GPT - 4 need retraining every 3 - 6 months to stay current AI Infrastructure market to grow from $200B to $800B in just 6 years Strong demand for 100% Carbon - Free energy to power the AI revolution Digital Infrastructure is the tracks on which the AI trains run Note : Logos shown above belong to their respective owners and are for representational purposes only to show the ecosystem, and do not indicate the source or particular sponsorship of Mawson’s products or services

$184 $320 $244 $416 $529 $668 $827 2024E 2025E 2026E 2027E 2028E 2029E 2030E AI and HPC Digital Infrastructure Markets Growing Long - Term Demand for Accelerated Computing Infrastructure $827B+ 2030 Estimated Global AI market size 1 29% Estimated CAGR 1 2024 to 2030 650+ TWh 2030 Estimated Global AI Power Demand 2 AI applications are becoming the largest uses of data and processing power within data centers Growing demand for digital infrastructure to support AI and HPC requirements Global Artificial Intelligence Market Size 1 ($ in Billions) Sources : 1. Statista, “The Artificial Intelligence (AI) market includes software, hardware, and services that enable organizations to develop and deploy AI applications.” 2. Wells Fargo report

Digital Colocation Services for Enterprise - Grade Customers x Customers provide their own compute including GPUs, ASICs, etc. x We provide digital infrastructure and offer add - ons like software services, managed site services, maintenance, and optimization services x We receive SaaS - like digital infrastructure revenue Key Features and Highlights x High - speed, redundant fiber connections designed for optimized uptime x Secure, configurable digital infrastructure facilities across AI, HPC and digital assets applications x Reliable, competitively priced power and advanced power management capabilities AI, HPC, and Digital Assets Colocation Business Digital Infrastructure for GPUs, ASICs, Other Compute Platforms

Increasing Global Adoption and Growth of Digital Assets Accelerating Investment and Institutional Participation in Digital Asset Markets Provides Increased Opportunities for Digital Infrastructure Providers 560 Million Users and Growing Ownership base, investments by leading public companies like Tesla, MicroStrategy, and Block, and rising allocations from institutional investors Source : Blockworks 1. As of September 4, 2024 $1.1 Trillion 1 market cap for Bitcoin The largest single digital asset $2.1 Trillion 1 market cap for digital currencies 10x growth in the last five years $75 billion 1 market cap for Bitcoin ETFs Less than six months since approval, and currently offered by leading institutions like Grayscale, BlackRock, Fidelity, and others Global adoption of Digital Assets With approval of Bitcoin ETFs in the United States and potential for expansion to other markets such as South Korea, Japan, and Singapore Increasing Institutional and Market Interest Creates potential for new products and services in the digital assets space

Managed Site Services Comprehensive Managed Site Services to deliver efficient, reliable, and scalable operations for digital infrastructure • Site Management: Maximize site performance, ensuring reliable operations • Energy Management: Focus on efficiency and risk mitigation, supporting sustainable site operations • Construction Management : Oversee design and build, ensuring world - class facilities with robust systems and hardware • Security and Compliance : 24/7 monitoring, robust cybersecurity measures, and regulatory compliance • Comprehensive Support: Proactive maintenance and technical customer success team ensure smooth operations Software and Services Modular suite of Software and Services developed from years of experience optimizing the technology behind digital infrastructure operations, large - scale networks, and colocation customers • Network: Customized network architecture, implementation, and management • Security: Enterprise - grade security configurations • Real - time Dashboards: Compute management and performance tracking • Demand Response: Scalable platforms to maximize revenue • Inventory: Real - time inventory tracking tools • Reporting: Custom reporting for end - points Additional Business Growth and Market Opportunities Core Capabilities Can Provide Additional Opportunities

Accelerating Operational and Customer Growth 100 109 109 109 129 129 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 QTD* Operational Capacity (MW) 1 1 1 2 4 5 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 QTD* Number of Enterprise - Grade Colocation Customers • Capacity up 29% Y/Y, colocation customers increased from 1 to 5 • Expanded infrastructure, technology and operating expertise positions us for sustainable future growth in AI and HPC markets • New management team from Apple, Nokia, Yahoo, T - Mobile, General Electric Company, and other tech companies • Thought leadership in major media outlets including FT, Reuters, Forbes and others * As of September 4, 2024 * As of September 4, 2024 Recent Media Coverage / Mentions See the News & Media section on our website

Digital Infrastructure Platforms for AI, HPC and Digital Assets NASDAQ: MIGI Corporate HQ 950 Railroad Avenue, Midland PA 15059, USA For more information and updates, visit our website https://www.mawsoninc.com https://www.linkedin.com/company/mawsoninc/ Mawson (@Mawsoninc) / X (twitter.com) Investor Relations IR@mawsoninc.com Sales sales@mawsoninc.com Partnerships partnerships@mawsoninc.com Media Relations mediarelations@mawsoninc.com

 

v3.24.2.u1

Cover	Sep. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 04, 2024
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	950 Railroad Avenue
Entity Address, City or Town	Midland
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15059
City Area Code	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

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