Mawson Infrastructure Group Inc. Announces $5 Million Registered Direct Offering
04 Maio 2023 - 9:00AM
Business Wire
Mawson Infrastructure Group Inc. (NASDAQ:MIGI) (“Mawson” or the
“Company”), a digital infrastructure provider, today announced a $5
million registered direct offering.
Mawson has entered into a definitive agreement with
institutional investors for the issuance and sale of 2,083,336
shares of its common stock (or pre-funded warrants in lieu thereof)
at a purchase price of $2.40 per share of common stock (or $2.399
per pre-funded warrant, which represents the per share offering
price for the common stock less the $0.001 per share exercise price
for each pre-funded warrant) in a registered direct offering. In
addition, in a concurrent private placement, the Company will issue
to the institutional investors unregistered warrants to purchase up
to 2,604,170 shares of its common stock with an exercise price of
$3.23 per share and are exercisable six months following issuance
for a period of five and one-half years following issuance. The
closing of the registered direct offering and the concurrent
private placement is expected to occur on or about May 8, 2023,
subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds to Mawson from the offering are expected to
be approximately $5 million, before deducting the placement agent’s
fees and other offering expenses payable by Mawson. Mawson intends
to use the net proceeds from this offering to continue to build out
its digital infrastructure, for potential strategic transactions
and also for general corporate purposes, including working capital.
The shares of common stock and pre-funded warrants described above
are being offered and sold by Mawson pursuant to a “shelf”
registration statement on Form S-3 (File No. 333-264062), including
a base prospectus, previously filed with the Securities and
Exchange Commission, or the SEC, on April 1, 2022 and declared
effective by the SEC on April 11, 2022. Such shares of common stock
and pre-funded warrants may be offered only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A final prospectus supplement
and an accompanying base prospectus relating to the registered
direct offering will be filed with the SEC. Electronic copies of
the prospectus supplement and the accompanying base prospectus may
be obtained, when available, by visiting the SEC’s website at
http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC
at 430 Park Avenue, 3rd Floor, New York, NY 10022, by e-mail at
placements@hcwco.com or telephone at (212) 856-5711.
The warrants described above are being issued in a concurrent
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”), and Regulation D
promulgated thereunder and, along with the shares of common stock
underlying such warrants, have not been registered under the
Securities Act, or applicable state securities laws. Accordingly,
the warrants and underlying shares of common stock may not be
offered or sold in the United States except pursuant to an
effective registration statement or applicable exemption from the
registration requirements of the Securities Act and such applicable
state securities laws.
The Company also has agreed to amend certain existing warrants
to purchase up to 1,666,667 shares of the Company’s common stock
that were previously issued in July 2022 and have an exercise price
of $6.06 per share, effective upon the closing of the offering,
such that the amended warrants will have a reduced exercise price
of $3.23 per share, will be exercisable six months following the
closing of the offering, and will expire five and one-half years
following the closing of the offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or other jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
About Mawson Infrastructure Group
Mawson Infrastructure Group (NASDAQ: MIGI) is a digital
infrastructure provider, with operations throughout the USA.
Mawson’s vertically integrated model is based on a long-term
strategy to promote the global transition to the new digital
economy. Mawson matches sustainable energy infrastructure with
next-generation Mobile Data Center (MDC) solutions, enabling
low-cost Bitcoin production and on-demand deployment of
infrastructure assets. With a strong focus on shareholder returns
and an aligned board and management, Mawson Infrastructure Group is
emerging as a global leader in ESG focused Bitcoin mining and
digital infrastructure.
For more information, visit: www.mawsoninc.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Mawson cautions that statements in this press release 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
that Mawson’s need and ability to raise additional capital, the
satisfaction of the closing conditions in this offering, the use of
proceeds of this offering, 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 Mawson is contained
under the heading “Risk Factors” included in Mawson’s Annual Report
on Form 10-K filed with the SEC on March 23, 2023, and in other
filings Mawson 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230504005650/en/
Investor Contact: Brett Maas 646-536-7331
brett@haydenir.com www.haydenir.com
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