UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On December 11, 2025, Mawson Infrastructure Group Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”) to increase the capacity of its existing “at-the-market” offering program (the “ATM”) by $40,000,000. While this filing increases the available capacity under the ATM, the Company is under no obligation to issue any shares (the “Shares”) pursuant to the program. The expanded facility is intended to enhance the Company’s financial flexibility, providing an efficient mechanism to access capital if, and when, deemed appropriate. Any utilization of the ATM will be at the discretion of the Company, taking into account prevailing market conditions and strategic priorities.
As previously disclosed, the ATM is conducted pursuant to the At the Market Offering Agreement, dated as of October 16, 2025 (the “Sales Agreement”), by and between the Company and H.C. Wainwright & Co., LLC (“Wainwright”). The Company previously registered the offer and sale of up to $9,600,000 of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) through Wainwright under the Sales Agreement. The Prospectus Supplement covers Shares having an aggregate sales price of up to $40,000,000. Prior to the date hereof, the Company has sold 1,558,944 shares of Common Stock for aggregate gross proceeds of $9,599,246.43 through Wainwright under the Sales Agreement.
There can be no assurance that Wainwright will be able to complete future placements pursuant to the Sales Agreement, even if instructed to do so. The number of Shares that the Company may ultimately sell under the Sales Agreement, if it chooses to do so, will fluctuate based on a number of factors, including the market price of its Common Stock during the sales period, the limits it may set in any instruction to sell Shares, and the demand for its Common Stock during an applicable sales period.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any security nor any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description is qualified in its entirety by reference to the full text of the Sales Agreement, the form of which was filed with the SEC on October 17, 2025 as Exhibit 1.1 to the Company’s Current Report on Form 8-K and is incorporated herein by reference
Attached hereto as Exhibit 5.1 is the opinion of Stoel Rives LLP relating to the validity of the Shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Stoel Rives LLP | |
| 23.1 | Consent of Stoel Rives LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
| Date: December 11, 2025 | By: | /s/ Kaliste Saloom |
| Kaliste Saloom | ||
| Interim Chief Executive Officer, General Counsel and Corporate Secretary | ||
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