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Debt, Commitments and Contingencies | 9 Months Ended
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Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract] |
DEBT, COMMITMENTS AND CONTINGENCIES | NOTE 5 – DEBT, COMMITMENTS AND CONTINGENCIES Convertible Note On February 12, 2021, Mawson AU issued 28,012,364 unsecured convertible promissory notes (the “Mawson AU Notes”), which each mandatorily convert into 0.0424 shares in Mawson AU at the earlier of 6 months from February 12, 2021 or upon the occurrence of certain events. The notes accrue interest at the rate of 8% per annum which may be settled in stock or cash at the option of the Company. The Mawson AU Notes raised net proceeds of $20,275,349 comprising gross proceeds of $21,569,520 less transaction costs. The Mawson AU Notes automatically converted into convertible notes of Mawson (“Mawson Notes”) upon close of the Cosmos Transaction on March 9, 2021. The Mawson Notes have substantially the same terms as the Mawson AU notes and mandatorily convert into shares of Common Stock of Mawson the earlier of 6 months from February 12, 2021 or upon the occurrence of certain events at an issue price of $0.339 per share of Common Stock and will convert into 63,626,903 shares Common Stock in total. Given the mandatory and fixed conversion features, the Mawson Notes have been accounted for as equity. On August 13, 2021, all 28,012,364 outstanding “Mawson Notes” were mandatorily converted into 63,626,903 shares of Common Stock at a conversion price of $0.339 per share. The Company also issued 869,061 shares of Common Stock as payment for interest accrued on the convertible notes with a share price of $0.98 per share. Debt On June 1, 2021, the Company entered into a working capital facility with Georgina Manning Pty Ltd for up to AUD$1,000,000. As of September 30, 2021, the Company had closed this facility and no longer has any liabilities with Georgina Manning Pty Ltd. On January 27, 2021, Cosmos Infrastructure LLC (“Cosmos Infrastructure”) entered into an Equipment Purchase and Finance and Security Agreement with Foundry Digital LLC (“Foundry”) to purchase machinery that will be located at a facility hosted by Compute North LLC (“Compute North”). On February 5, 2021, the term of the agreement was further amended to have a final payment due January 27, 2022. Under the terms of the agreement, Cosmos Infrastructure purchased 500 Whatsminer M30S mining machines, paid a deposit of $264,000, and borrowed a total of $1,056,000. The Company plans to repay the facility in full by the last payment date, November 1, 2022. Leases As of September 30, 2021, the Company owns 95% of the equity of Luna Squares, LLC. Luna Squares LLC leases a 16.35 acre lot in the State of Georgia referred to as “Luna Squares” from the Development Authority of Washington County. The initial lease held by Luna Squares LLC, is from May 1, 2020 until April 30, 2023. Luna Squares entered into an amendment to the lease and exercised its option for additional land, which was signed and came into effect from February 23, 2021 (“Lease Amendment”). In addition to the extra land occupied, the amendment also includes five, 3-year extension options bringing a total optional lease period until 2038. Luna Squares LLC entered into a second amendment to the lease and exercised its option for additional 11.35 acres of land, which was signed and came into effect from August 24, 2021, and extends the ultimate expiry of the lease until July 31, 2047 (“Second Lease Amendment”). The Company leases the headquarters of its business operations at Level 5, 97 Pacific Highway, North Sydney NSW 2060 Australia, being 1,076 square feet of office space held under a license agreement. On September 20, 2021, the Company signed a new lease for 6-acres of land in Pennsylvania for thirty-six months with the option to execute four additional three year extensions as set out in our Current Report on Form 8-K filed September 20, 2021. Other than the foregoing leases, the Company does not lease any material assets. The Company believes that these offices and facilities are suitable and adequate for its operations as currently conducted and as currently foreseen. In the event additional or substitute offices and facilities are required, the Company believes that it could obtain such offices and facilities at commercially reasonable rates.

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