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Related Party Transactions
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 14: RELATED PARTY TRANSACTIONS

 

Mawson executive management and the board of Directors are in the process of winding down services that are or were provided by previously related parties. During the years ended December 31, 2024 and 2023, Mawson has ended the services described below, in relation to office costs, tax advisory services, accounting labor services, executive employment, vehicle services and freight services, and has engaged non-related third parties where required and where possible to provide those services going forward.

 

On March 16, 2022, Luna Squares LLC entered into the Sharon Lease. The lease was for a term of five years, and Luna Squares LLC had two options to extend for five years each. Rent was subject to annual increases equal to the amount of the Consumer Price Index for the Northeast Region, or 4%, whichever is higher. The base rental amount in the first year was $0.2 million. Depending on power energization and usage, variable additional rent may have been payable, with charges ranging from $500 to $10,000 per month, depending on power energized and whether it is available. The Company received a letter of termination from Vertua on February 2, 2024.

 

During the year ended December 31 2023, Mawson PL paid Vertua Ltd $155,230 for office costs charged with a mark-up. Manning’s family members also own interests in Vertua Ltd.

 

During the year ended December 31 2023, Mawson PL paid First Equity Tax Pty Ltd $56,036 for tax advisory services. Manning has interests in and is also a partner of First Equity Tax Pty Ltd.

 

During the year ended December 31 2023, Mawson PL paid First Equity Advisory Pty Ltd $79,818 for accounting labor services. Manning has interests in First Equity Advisory Pty Ltd.

 

During the year ended December 31, 2023, Mawson PL paid Defender Investment Management Pty Ltd $362,770 in lieu of paying Mr. Manning directly for his employment. These payments were disclosed in the Executive Summary Compensation table in the Company’s 2023 Proxy Statement. Manning is a director of Defender Investment Management Pty Ltd. Manning family members have equity interests in and control Defender Investment Management Pty Ltd.

 

During the year ended December 31, 2023, Mawson PL paid Manning Motorsports Pty Ltd $35,495 for vehicle services. Manning has direct interests in and is a director of Manning Motorsports Pty Ltd.

 

During the year ended December 31, 2023, Mawson PL paid International Cargo Solutions, a division of Flynt, $1,248,747 for freight services. Manning Capital Holdings Pty Ltd, a company associated with Manning, may have had debt interests in Flynt. Vertua Ltd entered into an agreement to acquire International Cargo Solutions, a division of Flynt in October 2022.

The Company’s Audit Committee commenced an investigation in the third quarter of 2023 into potential related party transactions involving Manning, including but not limited to Manning’s failure to appropriately disclose certain transactions, late or incomplete disclosure of certain transactions, and a failure to confirm to the Company’s satisfaction that the disclosures made were complete. Following the investigation, the Audit Committee reported its initial findings to the Board on February 15, 2024. Based on the information obtained to date and Manning’s repeated refusal to either provide a full and complete disclosure of his related party transactions (or confirm the accuracy of prior related party disclosures provided to the Company) the Audit Committee determined that there is a prima facie basis to conclude that Manning did not fully and properly disclose his related party transactions to the Company.