MIGI Mawson Infrastructure Group Inc

 

As filed with the Securities and Exchange Commission on March 6, 2024

Registration No. 333-___________

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

MAWSON INFRASTRUCTURE GROUP INC.

(Exact name of Registrant as specified in its charter)

 

Delaware		80-0445167
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

 

950 Railroad Avenue, Midland, Pennsylvania 15059

(Address of Principal Executive Offices) (Zip Code)

 

Mawson Infrastructure Group Inc. 2021 Equity Incentive Plan

(Full title of the plan)

 

Rahul Mewawalla

Chief Executive Officer

Mawson Infrastructure Group Inc.

950 Railroad Avenue

Midland, Pennsylvania 15059

(Name and address of agent for service)

 

(412) 515-0896

(Telephone number, including area code, of agent for service)

 

with a copy to:

 

Chad Ensz, Esq.

Sheppard Mullin Richter and Hampton LLP

12275 El Camino Real, Suite 100

San Diego, CA 92130 USA

Telephone: +1 (858) 876-3508

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

	Large Accelerated Filer	☐	Accelerated Filer	☐
	Non-Accelerated Filer	☒	Smaller Reporting Company	☒
			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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8, relating to the 2021 Equity Incentive Plan (the “Plan”) of Mawson Infrastructure Group Inc. (the “Company”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the Plan has previously been filed and is effective and consists only of those items required by General Instruction E to Form S-8. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-258878, filed with the Securities and Exchange Commission on August 17, 2021, by the Company, relating to the Plan (the “Prior Registration Statement”), except for Items 3 and 8, , which are being updated by this Registration Statement.

 

The Prior Registration Statement registered 7,000,000 shares of the Company’s Common Stock, $0.001 par value (“Common Stock), which were authorized under the Plan. Effective February 9, 2023, the Company undertook a reverse stock split, effective February 9, 2023, which decreased the number of Common Stock by a ratio of 1:6, and in connection therewith, the shares of Common Stock authorized under the Plan was reduced to 1,166,667 shares. Effective May 17, 2023, the Plan was amended to authorize 10,000,000 shares of Common Stock, an increase of 8,833,333 shares of Common Stock, which 8,833,333 shares of additional Common Stock are being registered hereunder. In addition, the Plan, as amended on May 17, 2023, provided for an annual increase of 1,000,000 shares of Common Stock under the Plan on the first day of each calendar year beginning with January 1, 2024 and extending through January 1, 2029. The additional 1,000,000 shares of Common Stock under the Plan, as amended on May 17, 2023, from January 1, 2024, are being registered hereunder. In addition, the Plan provides that shares issued under the Plan that are forfeit or expire are available for future grants of awards under the Plan and an additional 2,500,000 shares of Common Stock are being registered hereunder for that purpose, for an aggregate of 12,333,333 shares of Common Stock being registered hereunder.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Company with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

●

Annual Report on Form 10-K for the fiscal year December 31, 2022, filed with the Commission on March 23, 2023;

 

●

the portions of our Definitive Proxy Statement on Schedule 14A filed with the Commission on April 6, 2023, that are incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022;

 

●

our Quarterly Reports on Form 10-Q filed with the Commission on May 15, 2023, August 21, 2023 and November 13, 2023;

 

●

our Current Reports on Form 8-K filed with the Commission on April 14, 2023, April 19, 2023, May 2, 2023, May 8, 2023, May 10, 2023, May 22, 2023, May 25, 2023, June 20, 2023, July 14, 2023, July 19, 2023, July 21, 2023, July 25, 2023, August 21, 2023, August 23, 2023, August 25, 2023, September 22, 2023, September 28, 2023, October 6, 2023, October 17, 2023, October 19, 2023, October 23, 2023, November 13, 2023, November 17, 2023, December 20, 2023, December 21, 2023, December 20, 2023, January 16, 2024, February 16, 2024 and February 23, 2024 (excluding information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items);

 

●

the description of our Common Stock contained in our registration statement on Form S-1, filed with the Commission on June 9, 2021 (File No. 333-256947), and all amendments or reports filed for the purpose of updating such description; and

 

●

All other reports and documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

 

 

Item 8. Exhibits.

 

(a)

 

Exhibit Number		Description
4.1		Certificate of Incorporation (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 5, 2012)
4.2		Certificate of Amendment to Certificate of Incorporation (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on July 18, 2013)
4.3		Certificate of Amendment to Certificate of Incorporation dated November 15, 2017 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on November 21, 2017)
4.4		Certificate of Amendment to Certificate of Incorporation dated March 1, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 5, 2018)
4.5		Certificate of Amendment to Certificate of Incorporation dated March 17, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2021)
4.6		Certificate of Amendment to Certificate of Incorporation dated June 9, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on June 14, 2021)
4.7		Certificate of Amendment to Certificate of Incorporation dated August 11, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on August 16, 2021)
4.8		Certificate of Amendment to Certificate of Incorporation dated February 6, 2023 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on February 9, 2023)
4.9		Bylaws (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 10, 2013)
4.10		Mawson Infrastructure Group Inc.2021 Equity Incentive Plan (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8, as filed with the Commission on August 17, 2021)
4.11+*		Amendment #1 to Mawson Infrastructure Group Inc.2021 Equity Incentive Plan
5.1+		Opinion of Sheppard Mullin Richter and Hampton LLP re: legality of shares
23.1+		Consent of Sheppard Mullin Richter and Hampton LLP (filed as Exhibit 5.1 herein)
23.2+		Consent of LNP Audit and Assurance International Pty Ltd
107+		Calculation of Filing Fee Table (included in (b) below)

 

+

Filed herewith

*

The Company undertakes to make all changes required by the Internal Revenue Service in order to qualify the Plan, as amended, under Section 401 of the Internal Revenue Code.

 

 

SIGNATURES

 

The Company

 

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on March 6th, 2024.

 

	MAWSON INFRASTRUCTURE GROUP INC.
	/s/ Kaliste Saloom
	Kaliste Saloom
	Vice President Legal and Company Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Rahul Mewawalla		Chief Executive Officer and Director		March 6, 2024
Rahul Mewawalla		(Principal Executive Officer)
/s/ William Harrison		Chief Financial Officer		March 6, 2024
William Harrison		(Principal Financial and Accounting Officer)
/s/ Michael Hughes		Director		March 6, 2024
Michael Hughes
/s/ Gregory Martin		Director		March 6, 2024
Gregory Martin
/s/ Ryan Costello		Director		March 6, 2024
Ryan Costello

 

 

Exhibit 4.11

 

ANNEX B

 

AMENDMENT #1 to 2021 EQUITY INCENTIVE PLAN

 

This Amendment #1 (this “Amendment”) is made as of the March 29, 2023 (the “Effective Date”) to the Mawson Infrastructure Group Inc. (“Company”) 2021 Equity Incentive Plan (the “Plan” and attached hereto as Exhibit 1).

 

W I T N E S E T H:

 

WHEREAS, the Company maintains the Plan in order to promote the long-term success and enhance the value of the Company by linking the individual interests of selected service providers to those of Company stockholders and by providing such service providers with an incentive for outstanding performance to generate superior returns to Company stockholders; and

 

WHEREAS, the Plan’s Share Limit (as defined in the Plan) is 1,166,667shares on a post-reverse stock split adjusted basis, which is no longer sufficient to satisfy anticipated future Plan awards; and

 

WHEREAS, Plan Section 12.1 provides that, subject to stockholder approval, the Board may amend the Plan to increase the maximum number of shares which may be issued under the Plan; and

 

WHEREAS, on the Effective Date, the Board unanimously approved this Amendment.

 

NOW, THEREFORE, the Plan is amended in accordance with the following:

 

1.

Share Limit Increase. The first sentence in Section 3.1(a) of the Plan, which presently reads as:

 

2.

“Subject to Section 3.1(b) and Section 12.2, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be 7,000,000 Shares (the “Share Limit”).”

 

3.

is hereby revised as of the Effective Date to read as follows:

 

4.

“Subject to Section 3.1(b) and Section 12.2, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be 10,000,000[1] Shares (the “Share Limit”); provided however, that the Share Limit will be increased on the first day of each calendar year beginning with January 1, 2024, and extending through January 1, 2029, by an amount equal to the lesser of (i) 1,000,000 Shares, or (ii) an amount (which may be zero) determined by the Board.

 

5.

[1] This section of the Plan was authorized by the Board after the 1 for 6 reverse stock split that became effective February 9, 2023, and therefore this is the intended amount, not to be further reduced by such stock split.”

 

6.

Scope. This Amendment is effective as of the Effective Date but is expressly conditioned upon and subject to obtaining Company stockholder approval of this Amendment on or before December 31, 2023. Failure to timely so obtain such stockholder approval will make this Amendment null and void and make Plan Section 12.3 operative to the extent applicable. All other provisions of the Plan shall continue in full force and effect as is on and after the Effective Date.

 

7.

Defined Terms. Except as otherwise defined in this Amendment, the capitalized terms in this Amendment shall have the same meaning as such terms have in the Plan.

 

8.

Governing Law. This Amendment shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.

 

 

Exhibit 5.1

 

Sheppard, Mullin, Richter & Hampton LLP 12275 El Camino Real, Suite 100 San Diego, California 92130-4092 858.720.8900 main 858.509.3691 fax www.sheppardmullin.com

 

March 6, 2024

 

VIA ELECTRONIC MAIL

Mawson Infrastructure Group Inc.

950 Railroad Avenue

Midland, Pennsylvania 15059 

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

You have requested our opinion with respect to certain matters in connection with the filing by Mawson Infrastructure Group Inc., a Delaware corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission, covering 12,333,333 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), reserved for future issuance under the Mawson Infrastructure Group Inc. 2021 Equity Incentive Plan, as amended (the “Plan”).

 

This Opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

 

In connection with this opinion, we have reviewed and relied upon the Registration Statement, the Company’s Certificate of Incorporation as amended and in effect on the date hereof (the “Certificate of Incorporation”), the Company’s Bylaws as in effect on the date hereof (the “Bylaws” and together with the Certificate of Incorporation, the “Charter Documents”), the proceedings taken by the Company with respect to the authorization and adoption of the Plan, resolutions adopted by the board of directors of the Company, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. With respect to the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original of all documents submitted to us as certified or reproduced copies. We have also assumed that the Shares will be uncertificated in accordance with Section 158 of the Delaware General Corporation Law, and the transfer agent therefor will register the purchaser thereof as the registered owner of any uncertificated Shares on its stock transfer books and records. We have further assumed that (a) shares of the Common Stock currently reserved for issuance under the Plan will remain available for the issuance of the Shares, and (b) neither the Company’s Charter Documents nor any of the proceedings relating to either the Plan or any of the award agreements relating to the Shares will be rescinded, amended or otherwise modified prior to the issuance of the Shares. We have also obtained from public officials and officers of the Company certificates or comparable documents as to certain factual matters and, insofar as this opinion is based on matters of fact, we have relied on such certificates and comparable documents without independent investigation. We have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and against proper payment and consideration thereof and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid and nonassessable.

 

 

We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

We express no opinion as to matters governed by any laws other than the Delaware General Corporation Law and reported decisions of the Delaware courts interpreting such law.

 

This opinion letter is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, the Plan, the award agreements related to the Shares or the Registration Statement.

 

	Respectfully Submitted,
	/s/ Sheppard, Mullin, Richter & Hampton LLP
	SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

 

 

-2-

 

Exhibit 23.2

 

6 March 2024

 

The Directors

Mawson Infrastructure Group Inc Level 5, 97 Pacific Highway

North Sydney

NSW 2060 Australia

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to (a) the inclusion of our report of independent registered public accounting firm dated March 23, 2023, on our audit of the consolidated balance sheets of Mawson Infrastructure Group Inc and its subsidiaries, as of December 31, 2022, and the related consolidated statements of earnings, of comprehensive earnings, of equity and of cash flows for the years in the period ended December 31, 2022, including the related notes, and (b) the use of our name as it appears in the Form S-8 Registration Statement of Mawson Infrastructure Group Inc. We were auditors of the Company until April 4, 2023 and were subsequently replaced by the Company’s current auditors Wolf & Company, PC.

 

LNP Audit and Assurance International Pty Ltd 

 

/s/ Tony Rose
Tony Rose
Director

 

Sydney, NSW, Australia

March 6, 2024

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM S-8

(Form Type)

 

Mawson Infrastructure Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common Stock, $0.001 par value		Other (2)			12,333,333			$	1.57	(2)		$	19,363,332.81			$	0.0001476			$	2,858.03
Total Offering Amounts														$	19,363,332.81							$	2,858.03
Total Fee Offsets																							-
Net Fee Due																						$	2,858.03

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of Mawson Infrastructure Group, Inc. (the “Registrant”) that become issuable under the Registrant’s 2021 Equity Incentive Plan, as amended (the “Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the outstanding shares of the Registrant’s Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

 

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act by based on the last sales price of the Registrant’s Common Stock as reported on Nasdaq Capital Market on February 29, 2024, which date is within five business days prior to the filing of this Registration Statement.

 

 

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