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Stockholders Equity
 9 Months Ended
Sep. 30, 2021
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS EQUITY

NOTE 4 – STOCKHOLDERS EQUITY

 

Common Stock

 

On March 9, 2021, as a part of closing the Cosmos Transaction, Mawson issued a total of 428,270,616 shares to Mawson AU shareholders. There remained 50,558,133 shares that are to be issued once the approval of increase in authorized capital has been finalized. On May 20, 2021, the Authorized Capital increased from 500,000,000 to 800,000,000 shares.

 

On June 2, 2021, the Company issued 3,475,970 shares to a combination of Mawson AU shareholders, and service providers to Mawson AU, who were eligible for shares on 31 December 2021.

 

On June 15, 2021, the final 48,983,148 shares under the Cosmos Transaction were issued to Mawson AU shareholders.

 

On August 6, 2021, the Company finalized Securities Purchase Agreements (the “PIPE Agreements”) with certain accredited investors (the “PIPE Investors”). Pursuant to the PIPE Agreements, the Company agreed to sell to the PIPE Investors, and the PIPE Investors agreed to purchase from the Company, in a private placement, an aggregate of 46,164,019 shares of common stock for a purchase price of $0.80 per share giving rise to gross proceeds of $36,931,215. 

 

On August 13, 2021, Mawson executed a 10-for-1 reverse stock split of its outstanding common stock and reduced its authorized common stock to 120,000,000 shares and the notes thereto, pursuant to that certain Certificate of Amendment to the Certificate of Incorporation of the Company, dated August 11, 2021, included in the Company’s Current Report on Form 8-K/A filed August 11, 2021.

 

On August 18, 2021, Mawson performed a share conversion of the outstanding 178 shares of Series A Preferred Stock 17,800 shares of common stock of Mawson.

 

On August 30, 2021, Mawson issued an additional 62,500 (625,000 pre reverse stock split) shares of common stock for a purchase price of $8.00 per share ($0.80 per share pre reverse stock split) under the PIPE Agreements of August 6, 2021, resulting in an additional $500,000 of gross proceeds under the PIPE Agreements, taking the total raised to $37,431,215.

 

On September 28, 2021, Mawson Infrastructure Group Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC, as representative (the “Representative”), of the sole underwriter (the “Underwriter”), in connection with the Company’s previously announced public offering (the “Offering”) of 3,913,044 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and accompanying 3-year warrants to purchase up to 1,956,522 shares of Common Stock with an exercise price of $13.80 (the “Firm Warrants”), at a public offering price of $11.50 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 586,956 shares of Common Stock at the public offering price, less the underwriting discount and commissions (the “Option Shares,” and together with the Firm Shares, the “Shares”) and 293,478 accompanying warrants (the “Option Warrants,” and together with the Firm Warrants, the “Warrants”). On September 28, 2021, the Representative gave us notice of its exercise of its option to purchase 293,478 Option Warrants for approximately an additional $5,870. The closing of the Offering occurred on October 1, 2021. The net proceeds to the Company from the Offering (including the sale of additional Option Warrants), excluding any exercise by the Underwriters of their option to purchase any of the Option Shares, were approximately $41,234,050, after deducting underwriter fees and estimated offering expenses payable by us. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

 

Restricted Stock

 

As of September 30, 2021, 17,628,737 of the 48,072,974 shares of common stock issued as part of the compensation of Cosmos Transaction are restricted in trading under the Restricted Stock Agreement with each shareholder until December 31, 2021.

 

Series A Preferred Stock

 

As of September 30, 2021, there are no shares of Series A Preferred Stock outstanding.

 

Common Stock Warrants

 

A summary of the status of the Company’s outstanding stock warrants and changes during the nine months ended September 30, 2021, is as follows:  

 

   Number of
Warrants		   Weighted
Average
Exercise
Price		   Weighted
Average
Remaining
Contractual
Life
(in years)		 
Outstanding as of December 31, 2020   14,219    
 
    
 
 
Issued   4,220,281   $0.001    3.0 
Exercised   (11,590)          
Expired   0           
Outstanding as of September 30, 2021   4,222,910   $0.001    3.0 
Warrants exercisable as of September 30, 2021   4,222,910   $0.001    3.0 

 

On September 30, 2021 the Company entered into an underwritten capital raise with the Representative, which resulted in the issuance of 2,250,270 warrants to investors at an exercise price of $13.80 and with an expiry of 30 September 2024. In addition, and as part of the underwriting agreement, the Representative and its designees were issued 273,913 warrants with an exercise price of $14.375 and an expiry of 30 September 2021.