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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 25, 2025
Mawson Infrastructure Group Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-40849 |
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88-0445167 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
950 Railroad Ave, Midland, PA |
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15059 |
(Address of principal executive offices) |
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(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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Common Stock, $0.001 par value |
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MIGI |
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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. ☐
Item 8.01 - Other Events
The Company
plans to hold its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on October 15, 2025.
The exact time and location of the Annual Meeting will be as set forth in the Company’s definitive proxy statement for the Annual
Meeting to be filed with the U.S. Securities and Exchange Commission. The board of directors of the Company has established August 21,
2025 as the record date for the determination of stockholders of the Company entitled to receive notice of and vote at the Annual
Meeting or any adjournment or postponement thereof.
Because
the meeting date for the Annual Meeting will be more than thirty (30) days after the anniversary of the Company’s 2024 Annual Meeting
of Stockholders, the Company has set a new deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials
for the Annual Meeting. In order to be considered timely, such proposals must be received by the Company’s Corporate Secretary at
950 Railroad Ave., Midland, PA 15059 or [email protected] by August 25, 2025, which the Company has determined to be a reasonable
time before it expects to begin to print and send its proxy materials related to the Annual
Meeting. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Company’s proxy
materials.
In accordance
with the advance notice provisions set forth in the Company’s Bylaws, stockholder proposals submitted outside of the stockholder
proposal rules promulgated pursuant to Rule 14a-8 under the Exchange Act, including nominations of director candidates, must be received
by the Company’s Corporate Secretary no later than the close of business on August 4, 2025 in order to be considered timely. In
addition to satisfying the requirements under the Company’s Bylaws, stockholders
who intend to solicit proxies in support of director nominees, other than the Company’s nominees, at the Annual Meeting must also
comply with all applicable requirements of Rule 14a-19 of the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
104 |
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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.
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Mawson Infrastructure Group Inc. |
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Date: July 25, 2025 |
By: |
/s/ Kaliste Saloom |
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Kaliste Saloom |
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Interim Chief Executive Officer, General Counsel and Corporate Secretary |