Form 8-K - Current report

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): December 26, 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)

(IRS Employer Identification No.)

201 Clark St Sharon PA 16146

Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

         On December 26, 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 reflect that the Company did not make certain equity grants per the terms and timelines it was obligated to the Executive and provides benefits to the Executive to compensate the Executive. The Addendum provides for the Executive receiving fully vested restricted stock unit awards in calendar year 2024, but no later than October 31, 2024 as per the Addendum. The Addendum also updates certain provisions of the Employment Agreement as per the Addendum. The description set forth above is qualified in its entirety by reference to the form of the Addendum attached hereto.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Addendum to Employment Agreement by and between Mawson Infrastructure Group Inc. and Rahul Mewawalla, dated December 26, 2023

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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: December 29, 2023	By:	/s/ Greg Martin
		Greg Martin
		Chairman of the Board

Exhibit 10.1

Execution Version

ADDENDUM TO EMPLOYMENT AGREEMENT

THIS ADDENDUM TO THE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of December 26, 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 (the “Employment Agreement”) on May 22, 2023 (“Effective Date”); and

WHEREAS, as a result of certain conditions, the Company did not make certain equity grants as per the terms and timelines it was obligated to the Executive that, at such time, could have jeopardized the ability of the Company to continue as a going concern, and the parties are entering into this Agreement to provide additional benefits to the Executive to compensate the Executive for such failure of the Company to meet such obligations; and

WHEREAS, the Company and the Executive have agreed to incorporate the following updates as part of that Employment Agreement with immediate effect.

NOW, THEREFORE, the Parties hereto agree as follows:

Section 5(c) of the Employment Agreement is entirely replaced and amended by the following: “In calendar year 2024, but in no event later than October 31, 2024, Executive will receive a fully vested restricted stock unit award under the Company’s Equity Plan with a fair value of at least $500,000 (the “Sign-on Stock Award”) and no less than the number of restricted stock units that the Executive would have otherwise received based on the price per restricted stock unit per the original timeline pursuant to the Employment Agreement.”

Section 5(h) of the Employment Agreement is entirely replaced and amended by the following: “In calendar year 2024, but in no event later than October 31, 2024, Executive will receive a fully vested restricted stock unit award under the Company’s Equity Plan with a fair value of at least $1,000,000 (the “Inducement Stock Award”) (rounded to the nearest whole share of the Company’s common stock) and no less than the number of restricted stock units that the Executive would have otherwise received based on the price per restricted stock unit per the original timeline pursuant to the Employment Agreement.”

Section 5(h)(ii) of the Employment Agreement is entirely replaced and amended by the following: “The Stock Options, the Sign-on Stock Award, Restricted Stock Award, Inducement Stock Award and any future equity, stock or options awards that the Executive may receive will each provide that in the event a broker-assisted exercise (or similar mechanic) has not been sufficiently adopted or made sufficiently available by the Company to the Executive, the Executive will have the right and the Company shall cover, during and post his employment with the Company, the required full tax withholding (as per the withholdings elected by Executive at such time) upon vesting and upon vesting and settlement (or in the case of options, exercise) by retaining shares of the vested stock award (in the case of awards of restricted stock or restricted stock units) or shares acquired upon exercise (in the case of stock options). In addition, in the case of any stock option grants, the Executive will have the right and the Company shall cover the exercise price by retaining shares acquired upon such exercise. The Company shall also cause the Administrator of the Company’s Equity Plans to comply with the provisions of this paragraph.”

Section 7(a)(iv) is added to the Employment Agreement with the following: “Provide for the full and immediate vesting and settlement acceleration of all unvested and all unsettled equity, including stock options and restricted stock units, of the Executive that are granted prior to October 31, 2024. If the Company is unwilling or unable to immediately accelerate vesting and settlement of all unvested equity and all unsettled equity and cover the required full tax withholdings, the Executive shall have the right

Execution Version

to have the Company cancel such equity awards and for the Company to immediately provide payment in cash equivalent to the value of such equity to the Executive. The Company shall also cause the Administrator of the Company’s Equity Plans to comply with the provisions of this paragraph.”

Section 7(d)(iii) of the Employment Agreement is entirely replaced and amended by the following: “Provide for the full and immediate vesting and settlement acceleration of all unvested and all unsettled equity, including stock options and restricted stock units, of the Executive. If the Company is unwilling or unable to immediately accelerate vesting and settlement of all unvested equity and all unsettled equity and cover the required full tax withholdings, the Executive shall have the right to have the Company cancel such equity awards and for the Company to immediately provide payment in cash equivalent to the value of such equity to the Executive. The Company shall also cause the Administrator of the Company’s Equity Plans to comply with the provisions of this paragraph.”

Section 27 of the Employment Agreement (Clawback Policy) is entirely replaced and amended by the following: “Notwithstanding anything in this Agreement, the Company’s Equity Plans, Restricted Share Units or Options Agreements, Company’s Clawback policies, Administrator’s rights or entitlements, or otherwise in any other documents or provisions to the contrary, the Company and the Administrator of the Company’s Equity Plans acknowledges and agrees that the Company and the Administrator shall only be entitled and able to recoup, cancel, or not issue compensation, including equity awards and equity compensation, paid, payable or due to the Executive pursuant to this Agreement or otherwise, if such policy or policies of the Company (the “Clawback Policy”) with effect to the Executive is solely limited to the mandatory requirements of an exchange on which the Company’s shares are listed for trading, applicable SEC regulation or other regulatory agency’s mandatory provisions to which the Company is known to be subject. The Company and the Administrator of the Company’s Equity Plans shall not have any other entitlement, right, or any other discretion to recoup, cancel or not issue Executive’s compensation, including equity awards and equity compensation, including vested or unvested, settled or unsettled equity. The Company and the Administrator of the Company’s Equity Plans acknowledges that this Clawback Policy with effect to the Executive may not be modified at any time without agreement of all the Parties. The Company shall also cause the Administrator of the Company’s Equity Plans to comply with the provisions of this paragraph.”

Signed on behalf of the Executive:

Signed on behalf of the Company:

Cover	Dec. 26, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 26, 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 St
Entity Address, City or Town	Sharon
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16146
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