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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 13, 2022

 

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.)

 

Level 5, 97 Pacific Highway, North Sydney NSW Australia   2060
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code +61 02 8624 6130

 

 

(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 September 13, 2022 Yosef Keret, a non-executive director on the Board of Directors (“the Board”) of Mawson Infrastructure Group Inc. (“the Company”), informed the Company of his decision to retire from the Board effective as at September 14, 2022.

 

Mr Keret has been a valued member of the Board since 2017, when the Company was known as Wize Pharma, Inc (“Wize”), was a biotechnology company, and was headquartered in Israel. Mr Keret remained a member of the Board after March 9, 2021, as previously reported in the Schedule 14(f) filed on February 26, 2021 and the Current Report on Form 8-K filed on March 9, 2021, when, pursuant to a Bid Agreement dated December 30, 2020, a change of control of Wize occurred and the other directors of Wize resigned.

 

Mr Keret agreed to remain a member of the Board of the Company to assist with a smooth transition from the Wize business to the Company’s current business as a Bitcoin miner. Mr Keret remaining as a director provided continuity on the Board during that time.

 

That period of transition is largely complete, and Mr Keret considers that it is an appropriate time for him to resign from the Board of the Company and to focus his attention on his other business commitments and obligations.

 

The Company wishes to thank Mr Keret for his significant contribution to the Company during the period of its transition to its current form, and wishes him well in his future endeavors.

 

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 the Company’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 the Company’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 21, 2022, Quarterly Report on Form 10-Q filed with the SEC on August 22, 2022, 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. The Company 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.

 

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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 13, 2022 By: /s/ James Manning
    James Manning
    Chief Executive Officer

 

 

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