Form 8-K - Current report
June 14 2024 - 5:00PM
Edgar (US Regulatory)
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0001218683
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2024-06-12
2024-06-12
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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): June
12, 2024
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 Avenue, Midland,
Pennsylvania |
|
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. ☐
Item 5.07 Submission of Matters
to a Vote of Security Holders
On June 12, 2024, Mawson
Infrastructure Group Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”).
The following matters were considered and voted on at the Annual Meeting:
|
(i) |
the ratification of the appointment of Wolf & Company PC as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2024; and |
|
(ii) |
the election of four (4) nominees to serve on the board of directors of the Company (the “Board”)
until the 2025 annual meeting of stockholders or until their respective successor is duly elected and qualified; and |
|
(iii) |
the approval and adoption of Company’s 2024 Omnibus Equity Incentive Plan. |
At the Annual Meeting:
|
(I) |
the appointment of Wolf & Company PC as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2024, was ratified; |
|
(II) |
each of Ryan Costello, Rahul Mewawalla, Greg Martin, and Michael Hughes, were elected to serve on the Board
until the 2025 annual meeting of stockholders or until their respective successor is duly elected and qualified; |
|
(III) |
the Company’s 2024 Omnibus Equity Incentive Plan was approved and adopted. |
The final voting results were as follows:
(A) The ratification of the appointment of Wolf & Company PC
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
For |
Against |
Abstain |
Broker
Non-Votes |
7,550,652 |
361,572 |
1,325 |
0.00 |
(B) Election of four (4) members of the Board:
Nominee |
For |
Against |
Abstain |
Broker
Non-Votes |
Ryan Costello |
3,507,747 |
627,194 |
875,609 |
2,902,999 |
Rahul Mewawalla |
4,075,582 |
831,281 |
103,687 |
2,902,999 |
Greg Martin |
2,994,544 |
1,140,365 |
875,641 |
2,902,999 |
Michael Hughes |
2,892,939 |
1,140,120 |
977,491 |
2,902,999 |
(C) The approval and adoption of the Company’s 2024 Omnibus
Equity Incentive Plan:
For |
Against |
Abstain |
Broker
Non-Votes |
2,642,362 |
2,328,605 |
39,583 |
2,902,999 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this report
that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,”
“intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because
such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking
statements. These forward-looking statements are based upon Mawson’s current expectations and involve assumptions that may never
materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such
forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the possibility of Mawson’s
need and ability to raise additional capital, the development and acceptance of digital asset networks and digital assets and their protocols
and software, the reduction in incentives to mine digital assets over time, the costs associated with digital asset mining, the volatility
in the value and prices of cryptocurrencies, and further or new regulation of digital assets. More detailed information about the risks
and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Annual
Report on Form 10-K filed with the SEC on April 1, 2024, and Mawson’s Quarterly Report on Form 10-Q filed with the SEC on August
21, 2023, November 13, 2023, May 15, 2024, and in other filings that the Company has made and may make with the SEC in the future. One
should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because
such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking
statements. Mawson undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the
date on which they were made, except as may be required by law.
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: June 14, 2024 |
By: |
/s/ Kaliste Saloom |
|
|
Kaliste Saloom |
|
|
General Counsel and Corporate Secretary |
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