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Stockholders' Equity
12 Months Ended
Dec. 31, 2023
Stockholders' Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 12:- STOCKHOLDERS’ EQUITY

 

On September 29, 2022, the Company entered into a letter variation relating to three out of four of the Secured Convertible Promissory Notes, where it gave those holders the option to elect for pre-payment (including accrued interest to maturity). Payments of the interest may be made partially in common stock of the Company, at the Company’s election. All of the investors included in this letter variation elected for the pre-payment option and therefore there were 104,178 shares of common stock of the Company issued as part of this letter variation. The final convertible noteholder who was not a party to this variation opted to enter into an arrangement on January 16, 2023, whereby it received pre-payment of interest which was also partially paid in shares. In total, 18,807 shares of common stock of the Company were issued as part of this arrangement.

 

Pursuant to that certain Certificate of Amendment to the Certificate of Incorporation of the Company dated February 6, 2023, Mawson executed at a ratio of 1-6 reverse stock split of its outstanding common stock and reduced its authorized common stock to 90,000,000 shares, as set forth in the Company’s Current Report on Form 8-K filed February 9, 2023. This reverse stock split meant there were an additional 141 shares issued due to rounding, which are included in the issuance of common stock, share based compensation within the consolidated statements of stockholders’ equity.

 

W Capital Advisors Pty Ltd was issued 93,334 shares of common stock during February 2023 for consultancy and advisory services, the fair value of these shares was $0.31 million.

 

On May 3, 2023, the Company has entered into a definitive agreement with institutional investors for the issuance and sale of 2,083,336 shares of its common stock (or prefunded warrants in lieu thereof) at a purchase price of $2.40 per share of common stock in a registered direct offering for proceeds of $4.6 million, net of issuance costs.

  

The Company has the ability through its ATM Agreement to sell shares of its common stock. Effective May 4, 2023, the Company filed a prospectus supplement to amend, supplement and supersede certain information contained in the earlier prospectus and prospectus supplement, which reduced the number of shares of common stock the Company may offer and sell under the ATM Agreement to an aggregate offering price of up to $9.0 million from time to time. Sales of shares of Common Stock pursuant to the ATM Agreement are currently dormant and are not expected to be re-started until at least August of 2024, when the Company expects to regain eligibility to use Form S-3 registration statements. Even after the Company regains eligibility to use Form S-3 registration statements, the Company still expects to be limited by General Instruction I.B.6 of Form S-3, which is referred to as the “baby shelf” rules. During the year ended December 31, 2023, 415,271 shares were issued as part of the ATM Agreement for cash proceeds of $1.2 million net of issuance costs.

 

During the year ended December 31, 2023, there were exercises of restricted stock units into 303,762 shares of common stock of the Company.

 

Restricted Stock

 

As of December 31, 2023 and 2022, there was no restricted stock.

 

Series A Preferred Stock

 

As of December 31, 2023 and 2022, 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 year ended December 31, 2023, is as follows:    

 

   Number of
Warrants
   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Life
(in years)
 
Outstanding as of December 31, 2022   2,825,278   $4.17    3.54 
Issued   2,967,512    
-
    
-
 
Exercised   (246,668)   
-
    
-
 
Expired   (642,106)   
-
    
-
 
Outstanding as of December 31, 2023   4,904,016   $11.07    3.65 
Warrants exercisable as of December 31, 2023   4,904,016   $11.07    3.65