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Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

On July 1, 2024, Mawson Hosting, LLC (the “Service Provider”), and Krypton Technologies LLC (the “Customer”), executed a Service Framework Agreement for the provision of certain colocation services (the “Agreement”). In accordance with the terms of the Agreement, Service Provider will provide Customer with colocation services for approximately 20MW at Service Provider’s Midland Pennsylvania site. The Agreement provides for Service Provider to provide colocation services to Customer for 12 months and the parties can extend further upon mutual agreement.

On July 1, 2024, the Board approved the following equity compensation awards to the following named executive officers:

Name:		Role/Title:		RSU Awards⁽¹⁾				Stock Options⁽¹⁾⁽²⁾
Kaliste Saloom		General Counsel and Corporate Secretary			144,093	⁽³⁾

William ‘Sandy’ Harrison		Chief Financial Officer			792,508	⁽³⁾
					16,424	⁽⁴⁾

Rahul Mewawalla		Director, CEO, President			2,881,845	⁽³⁾			1,750,000	⁽⁵⁾
					1,801,153	⁽⁶⁾

Craig Hibbard		Chief Development Officer			31,142	⁽⁶⁾

(1)

RSUs and Option awards were made under and subject to the Company’s 2024 Omnibus Equity Incentive Plan (the “2024 Plan”).

(2)

Stock option grants were made on the form of Stock Option Grant Notice and Option Agreement filed as Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed June 21, 2024.

(3)

Restricted stock units vest in four equal installments on August 26, 2025, August 25, 2026, August 24, 2027 and August 23, 2028.

(4)

Restricted stock units vest fully on July 1, 2024.

(5)

Stock Option vests in the following amounts when the fair market value of Company’s share (as measured on each trading day) averaged over the preceding ten trading days has reached or exceeded the corresponding price as follow: 500,000 Shares vest at price of $1.89, 400,000 Shares vest at price of $2.30, 300,000 Shares vest at $3.60, 200,000 Shares vest at price of $4.70, 100,000 Shares vest at price of $6.00, 100,000 Shares vest at price of $7.10, 100,000 Shares vest at price of $8.20, and 50,000 Shares vest at price of $9.40. Provided that if the corresponding price vesting condition is met prior to January 1, 2025, such portion of the option shall vest on January 1, 2025. In addition, if the Company undergoes or upon a change in control, all Options shall be fully and immediately accelerated.

(6)

Restricted stock units vest fully on July 1, 2024.

On July 16, 2024, the Company filed a suit for damages in excess of $2.00 million against CleanSpark, Inc. And CSRE Properties Sandersville, LLC before the United States District Court in the Southern District of New York in the matter entitled “Mawson Infrastructure Group, Inc. And Luna Squares, LLC v. CleanSpark, Inc. And CSRE Properties Sandersville, LLC, Civil Action No. 1:24-cv-5379. The Company is seeking $2.00 million for breach of contract for failing to pay for an energy earnout provision contained in the Purchase and Sale Agreement dated September 8, 2022, between the parties. The matter is proceeding through the court system.

On July 18, 2024, Celsius Network, LLC filed for arbitration of its claims against the Company with the American Arbitration Association in the matter entitled, “Celsius Network Ltd., Celsius Mining LLC and Ionic Digital Mining LLC v. Mawson Infrastructure Group, Luna Squares LLC and Cosmos Infrastructure LLC - Case 01-24-0006-4462”. The Company opposes the claim in arbitration and on August 12, 2024, has filed responsive pleadings denying the claims and asserting affirmative defenses, including set off against the claims, and asserted cross claims against Celsius for sums due to the Company in excess of $115.00 million. This includes counter claims asserted by the Company against Celsius Network Ltd., Celsius Mining LLC and Ionic Digital Mining LLC in excess of $115.00 million for damages due to the Company, including for breach of the Colocation Agreement by Celsius. The matter is proceeding through the arbitration process.

On August 9, 2024, Mawson Hosting, LLC (the “Service Provider”), and BE Global Development Limited (the “Customer”), executed a Service Framework Agreement for the provision of certain colocation services (the “Agreement”). In accordance with the terms of the Agreement, Service Provider will license a portion of the Service Provider Co-Location Space to Client and provide Client with internet service and twenty 20MW of electrical power. The Agreement provides for Service Provider to provide colocation services to Customer for 6 years and the parties can extend further upon mutual agreement. In addition, the Company and the Customer also entered into an additional non-binding Letter of Intent to supplement the binding 20 MW Agreement, to plan for further expansion of their business relationship to a total of 144 MW over time. Revenue subject to change depending on operating capacity ramp up timeframes as well as potential colocation rate updates every two years as per the Agreement

Regarding the Company’s Midland, Pennsylvania facility, on May 7, 2024, the Company issued to the landlord a notice of intent to renew the lease. The renewal will begin immediately on expiration of the original term of the Lease which ends on September 14, 2024, and shall be in effect for an additional term of three years, from September 15, 2024 through September 14, 2027. The landlord has indicated their willingness to renew the lease on terms acceptable to the Company and the Company plans to execute the lease renewal per the terms offered by the landlord.