[8-K/A] Mawson Infrastructure Group Inc. Amends Material Event Report

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8-K/A

07/21/2025 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2025

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.)

950 Railroad Ave, Midland, PA		15059
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +1-412-515-0896

(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. ☐

EXPLANATORY NOTE

This Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Mawson Infrastructure Group Inc. (the “Company”) with the U.S. Securities and Exchange Commission on July 14, 2025 (the “Original 8-K”) to provide additional disclosure under Item 5.02 based on communications received subsequent to that filing and to file exhibits under Item 9.01.

This Amendment does not otherwise change or update any of the other disclosure set forth in the Original Form 8-K, and this Item 5.02 should be read in conjunction with the Original Form 8-K.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, effective July 8, 2025, Mr. Rahul Mewawalla was deemed to have resigned as a member of the Board of Directors (the “Board”) of Mawson Infrastructure Group Inc. (the “Company”) in accordance with the terms of the Director Appointment Letter between the Company and Mr. Mewawalla, dated January 31, 2023.

On July 17, 2025, Mr. Mewawalla submitted a letter to the Company indicating that he has disagreements with the Board. A copy of the letter is attached hereto as Exhibit 17.1.

In accordance with the requirements of Item 5.02 of Form 8-K, the Company will provide Mr. Mewawalla with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the U.S. Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
17.1		Letter of Rahul Mewawalla to the Company, dated July 17, 2025.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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: July 21, 2025	By:	/s/ Kaliste Saloom
		Kaliste Saloom
		Interim Chief Executive Officer, General Counsel and Corporate Secretary

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