BGDE 10-Q
Big Digital Energy, Inc. (BGDE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
or
For the transition period from ________________ to ________________
Commission
File No.
(Exact name of registrant as specified in its charter)
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Securities Registered pursuant to Section 12(b) of the Act:
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As
of November 12, 2025, the issuer had a total of
MAWSON INFRASTRUCTURE GROUP INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
| Item | Page Number | ||
| Part I – Financial Information | |||
| Item 1. | Financial Statements | 1 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risks | 42 | |
| Item 4. | Controls and Procedures | 42 | |
| Part II – Other Information | |||
| Item 1. | Legal Proceedings | 45 | |
| Item 1A. | Risk Factors | 45 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 47 | |
| Item 3. | Defaults Upon Senior Securities | 47 | |
| Item 4. | Mine Safety Disclosures | 47 | |
| Item 5. | Other Information | 47 | |
| Item 6. | Exhibits | 48 | |
| Signatures | 49 | ||
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MAWSON INFRASTRUCTURE GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Cryptocurrencies | ||||||||
| Trade and other receivables, net | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Derivative asset | ||||||||
| Security deposits | ||||||||
| Operating lease right-of-use asset, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Trade and other payables | $ | $ | ||||||
| Current portion of operating lease liability | ||||||||
| Current portion of finance lease liability | ||||||||
| Current portion of long-term loans | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Finance lease liability, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
See accompanying notes to unaudited consolidated condensed financial statements.
1
MAWSON INFRASTRUCTURE GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Digital colocation revenue | $ | $ | $ | $ | ||||||||||||
| Energy management revenue | ||||||||||||||||
| Digital assets mining revenue | ||||||||||||||||
| Equipment sales | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Less: Cost of revenues (excluding depreciation) | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Stock based compensation | ( | ) | ||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Change in fair value of derivative asset | ( | ) | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-operating income/ (expense): | ||||||||||||||||
| Loss on foreign currency transactions | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on deconsolidation | ( | ) | ||||||||||||||
| Total non-operating expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax benefit (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Less: Net loss attributable to non-controlling interests | ( | ) | ||||||||||||||
| Net income (loss) attributed to Mawson common stockholders | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Net income (loss) per share, basic | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Net income (loss) per share, diluted | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average number of shares – basic | ||||||||||||||||
| Weighted average number of shares – diluted | ||||||||||||||||
See accompanying notes to unaudited consolidated condensed financial statements.
2
MAWSON INFRASTRUCTURE GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Foreign currency translation adjustment | ( | ) | ||||||||||||||
| Comprehensive income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Less: Comprehensive loss attributable to non-controlling interests | ( | ) | ||||||||||||||
| Comprehensive income (loss) attributable to common stockholders | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
See accompanying notes to unaudited consolidated condensed financial statements.
3
MAWSON INFRASTRUCTURE GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
For the Three Months Ended September 30, 2025
| Common Stock (#) |
Common Stock ($) |
Additional Paid-in- Capital |
Accumulated Other Comprehensive Income |
Accumulated Deficit |
Total Deficit |
|||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Exercising of RSU’s and stock options | ( |
) | ||||||||||||||||||||||
| Stock based compensation expense for RSU’s and stock options | - | ( |
) | ( |
) | |||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
For the Three Months Ended September 30, 2024
| Common Stock (#) |
Common Stock ($) |
Additional Paid-in- Capital |
Accumulated Other Comprehensive Income |
Accumulated Deficit |
Total Equity (Deficit) |
|||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Exercising of RSU’s and stock options | ||||||||||||||||||||||||
| Stock based compensation expense for RSU’s and stock options | - | - | ||||||||||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
See accompanying notes to unaudited consolidated condensed financial statements.
4
MAWSON INFRASTRUCTURE GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
For the Nine Months Ended September 30, 2025
| Common Stock (#) | Common Stock ($) | Additional Paid-in- Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Deficit | |||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Exercising of RSU’s and stock options | ( | ) | ||||||||||||||||||||||
| Stock based compensation expense for RSU’s and stock options | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
For the Nine Months Ended September 30, 2024
| Common Stock (#) | Common Stock ($) | Additional Paid-in- Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Mawson Stockholders’ Equity | Non- controlling interest | Total Equity (Deficit) | |||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Exercising of RSUs and stock options | ( | ) | ||||||||||||||||||||||||||||||
| Stock based compensation expense for RSU’s and stock options | - | |||||||||||||||||||||||||||||||
| Deconsolidation of MIG No.1 Pty Ltd | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||
See accompanying notes to unaudited consolidated condensed financial statements.
5
MAWSON INFRASTRUCTURE GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of operating lease right-of-use asset | ||||||||
| Foreign exchange (gain) loss | ( | ) | ||||||
| Stock based compensation | ||||||||
| Non-cash interest expense | ||||||||
| Unrealized (gain) loss on derivative asset | ( | ) | ||||||
| Loss on deconsolidation | ||||||||
| Loss (gain) on lease termination | ( | ) | ||||||
| Loss on sale of property, plant and equipment | ||||||||
| Bad debt expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade and other receivables | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Other current assets | ( | ) | ( | ) | ||||
| Trade and other payables | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Proceeds from sales of property, plant and equipment | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Payment of finance lease liabilities | ( | ) | ( | ) | ||||
| Payments of loans | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash (received) paid for income taxes | $ | ( | ) | $ | ||||
See accompanying notes to unaudited consolidated condensed financial statements.
6
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – GENERAL
Nature of Operations
Mawson Infrastructure Group Inc. (“Mawson,” the “Company,” “we,” “us,” and “our”) is a technology company focused on digital infrastructure platforms, headquartered in the United States of America.
The Company designs, builds and operates next-generation digital infrastructure platforms for enterprise customers and for its own purposes. The Company provides services spanning artificial intelligence (“AI”), high-performance computing (“HPC”), digital assets including Bitcoin mining, and other intensive compute applications. The Company delivers both self-mining operations and colocation services to enterprise customers with a vertically integrated infrastructure model built for scalability and efficiency. The Company also has an energy management business, which utilizes software and analysis, to generate revenue when the Company participates in energy management programs related to the real-time needs of the power grid.
The Company has a strategy to prioritize the usage of carbon-free energy sources, including nuclear energy, to power its digital infrastructure platforms and computational machines to support the rapid growth of the digital economy in an environmentally sustainable way.
The Company manages and operates digital infrastructure platforms and data centers delivering a total current capacity of approximately 129 megawatts (“MW”) with its current operational sites and more future capacity under development, all strategically located in locations served by the Pennsylvania-New Jersey-Maryland Interconnection Energy Market (the “PJM Energy Market”) in the United States. The PJM Energy Market is amongst the largest wholesale power markets in North America.
Previously, the Company also had interests in the Australian market, however for strategic and commercial reasons, the Company is currently focused on advancing its interests in North America. The Company currently operates facilities in the United States of America and does not have operating sites in Australia.
The accompanying unaudited consolidated condensed financial statements, including the results of Cosmos Trading Pty Ltd, Cosmos Infrastructure LLC (“Cosmos”), Cosmos Manager LLC, MIG No.1 Pty Ltd (“MIG No. 1”), MIG No.1 LLC, Mawson AU Pty Ltd (“Mawson AU”), Mawson Services Pty Ltd (“Mawson SPL”), Luna Squares LLC (“Luna Squares”), Mawson Bellefonte LLC, Luna Squares Repairs LLC, Luna Squares Property LLC (“Luna Property”), Mawson Midland LLC, Mawson Hosting LLC (“Mawson Hosting”), Mawson Ohio LLC and Mawson Mining LLC (collectively referred to as the “Group”), have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
7
NOTE 1 – GENERAL (Cont.)
Nature of Operations (Cont.)
These unaudited consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of December 31, 2024, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 28, 2025, as amended by Amendment No. 1 on Form 10-K/A filed with SEC on April 30, 2025 (the “2024 Form 10-K”). Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of the interim period are not necessarily indicative of the results to be expected for the full year ending December 31, 2025. These unaudited consolidated, condensed financial statements reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position, the results of operations and cash flows of the Company for the periods presented.
Going Concern
The accompanying unaudited consolidated condensed financial statements have been prepared assuming the Company will continue on a going concern basis and in accordance with GAAP. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.
For the nine months ended September 30, 2025,
the Company incurred a net loss of $
The Company’s revenue is dependent on a number of external factors, including commercial terms, payments from customers, payments from partners, counterparty risks, and market conditions, including those related to digital assets, AI, HPC and other markets. These factors are outside the Company’s direct control, and the Company may not be able to practically mitigate their impact. The Company cannot predict with any certainty whether these trends will reverse or persist. In addition, the Company’s equipment and infrastructure will require replacement over time as they come to the end of their useful lives to ensure that the Company can continue to operate competitively and efficiently.
The Company has ongoing litigation related to the Marshall Loan, W Capital Loan, Celsius Promissory Note and Celsius Colocation Agreement (each defined below). See Note 9 – Commitments and Contingencies.
8
NOTE 1 – GENERAL (Cont.)
Going Concern (Cont.)
The Company has evaluated the above conditions and concluded that these conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited consolidated condensed financial statements
To mitigate these conditions, the Company has explored various avenues to enhance liquidity, fund the Company’s expenditures, and meet debt servicing requirements. These strategies include, among others:
| ● | Expanding its digital infrastructure platform and increasing capacities for either digital colocation services and/or AI and HPC markets; |
| ● | Executing new customer digital colocation service agreements in either AI, HPC, and/or digital assets mining to diversify its exposure across customers and/or markets; |
| ● | Engaging in discussions with capital providers, relating to equity and/or debt; |
| ● | Considering equity issuances such as capital raises and at-the-market (“ATM”) transactions; |
| ● | Assessing and evaluating corporate and strategic transactions; |
| ● | Assessing and evaluating commercial opportunities or other business opportunities under consideration; |
| ● | Conducting assessments to identify and implement operational improvements and/or efficiencies and other actions aimed at enhancing revenue and/or optimizing expenses; and |
| ● | Evaluating, assessing and pursuing business revenue and margin expansion opportunities. |
On September 3, 2025, the Company filed a new shelf registration statement on Form S-3 to replace its expired registration statement and to enable the Company to offer and sell securities as needed. See Note 11 – Subsequent Events for additional information.
Although the Company may have access to capital, debt, and/or other sources of funding, these may require additional time and cost, may impose operational restrictions and other covenants on the Company, may not be available on attractive terms, and may not be available at all. If the Company raises additional capital or debt, this could cause additional dilution to the Company’s stockholders. The terms of any future capital raise or debt issuance and the costs of any financing are uncertain and may be unfavorable to the Company. Should the Company be unable to source sufficient funding, the Company may not be able to realize assets at their recognized values and fulfill its liabilities in the normal course of business at the amounts stated in these unaudited consolidated condensed financial statements.
The Company obtains advice from outside resources; however, it is important to note that strategic initiatives may not lead to any transaction or other outcome.
These unaudited consolidated condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and other commitments in the normal course of business. They do not include any adjustments relating to the recoverability and carrying amounts of assets and the amounts of liabilities should the Company be unable to continue as a going concern and meet its obligations and debts as and when they fall due.
9
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Preparation
The accompanying unaudited consolidated condensed financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Intercompany investments, balances and transactions have been eliminated in consolidation. Non–controlling interests represent the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. As of September 30, 2025, the Company no longer holds non-controlling interests.
Any change in the Company’s ownership interest in a consolidated subsidiary, through additional equity issuances by the consolidated subsidiary or from the Company acquiring the shares from existing stockholders, in which the Company maintains control is recognized as an equity transaction, with appropriate adjustments to both the Company’s additional paid-in capital and the corresponding non-controlling interest.
Use of Estimates and Assumptions
The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the unaudited consolidated condensed financial statements, and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. The Company has considered the following to be significant estimates made by management, including but not limited to, going concern assumptions, estimating the useful lives of fixed assets, realization of long-lived assets, unrealized tax positions, valuing the derivative asset classified under Level 3 fair value hierarchy, and the contingent obligation with respect to future revenues.
Revenue recognition
The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Five steps are required to be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfies a performance obligation.
In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).
Digital colocation revenue
The Company offers other businesses and customers the opportunity to colocate their specialized computers used in mining digital assets and other equipment within our facilities. The Company generates revenue from these customers for their use of our digital colocation services and facilities. This offering is known as “colocation” and can be customized and tailored for each customer’s situation and strategy as well as the Company’s strategy. For example, customers may agree to be charged upfront digital infrastructure fees, minimum fees, and maintenance fees. The Company, on the other hand, charges colocation fees for the use of its facilities, and other related fees. In addition, digital colocation customers typically pay for energy used in connection with the customer colocation services agreement on a pass-through basis, which may be on a fixed or variable basis calculated on the portion of energy used by the customer on the site. The Company satisfies the performance obligation when the customer has the ability to direct the use and obtain substantially all of the remaining benefits of the good or service. Revenue is recognized over time as customers simultaneously receive and consume the benefits because another party would not need to substantially reperform the work completed by the Company in order to fulfill the remaining performance obligation to the customer. Revenue is recognized upon confirmation of the Company’s power usage by the electricity provider and billed at the rates outlined in each customer contract on a monthly basis.
10
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Revenue recognition (Cont.)
The customer contracts contain variable consideration to be allocated to and recognized in the period to which the consideration relates. Usually this is when it is invoiced, rather than obtaining an estimation of variable consideration at the beginning of the customer contracts.
Energy management revenue
The Company has developed several energy management program capabilities and has an energy management business to generate revenue when the Company adapts its power usage to the real-time needs of the power grid. Energy management revenue consists of revenue for curtailing power and through a power pricing arrangement.
Revenue for curtailing power is recognized over the period that the services are being provided. The Company estimates the amount of curtailable power and the expected payment for that curtailment and recognizes revenue based on the proportion of the service that has been provided. In this arrangement, the Company is considered the principal and revenue is recognized on a gross basis.
Revenue through the Company’s power pricing arrangement is recognized over the period that the services are being provided. The Company estimates the amount of energy available for sale and the expected payment for that energy, and recognizes revenue based on the proportion of the service that has been provided. In this arrangement, the Company is considered the principal and revenue is recognized on a gross basis.
Digital assets mining revenue
The Company has a contract with mining pools and has undertaken the performance obligation of providing computing power in exchange for non-cash consideration in the form of digital assets. The provision of computing power is the only performance obligation in the Company’s contract with its pool operators. Where the consideration received is variable (for example, due to payment only being made upon successful mining), it is recognized when it is highly probable that the variability is resolved, which is generally when the digital asset is received.
The Company measures the non-cash consideration received at the fair market value of the digital asset received. Management estimates fair value on a daily basis, as the quantity of digital assets received multiplied by the price quoted on the exchange that the Company uses to dispose of digital assets.
Equipment sales
The Company has earned revenues from the sale of equipment and/or infrastructure (collectively, “Hardware”). Revenue from the sale of Hardware is recognized upon transfer of control of the Hardware to the customer. At the date of sale, the net book value is expensed in cost of revenues.
11
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Property, plant and equipment
Property, plant and equipment (“PP&E”) are stated at cost, net of accumulated depreciation. All other repair and maintenance costs are charged to operating expenses as incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. PP&E transferred from customers is initially measured at the fair value at the date on which control is obtained.
PP&E
are depreciated on a straight-line or declining balance basis based on the asset classification, over their useful lives to the economic
entity, commencing from the time the assets arrive at their destination where they are ready for use. Low-cost assets are capitalized
and immediately depreciated.
| Asset class | Useful life | Depreciation Method | ||
| Fixtures | ||||
| Plant and equipment | ||||
| Modular data center | ||||
| Motor vehicles | ||||
| Computer equipment | ||||
| Computational and Processing machinery (Miners) | ||||
| Transformers | ||||
| Leasehold improvements |
PP&E are derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the consolidated statement of operations.
The residual values, useful lives, and methods of depreciation of PP&E are reviewed at each financial year end and adjusted prospectively, if appropriate.
The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
12
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Fair value of financial instruments:
The Company accounts for financial instruments under ASC 820, Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in a principal or most advantageous market. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
| Level 1 — | quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| Level 2 — | observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived valuations whose significant inputs and significant value drivers are observable in active markets; and |
| Level 3 — | assets and liabilities whose significant value drivers are unobservable. |
Observable
inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market
assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an
asset or liability may fall into different levels of the fair value hierarchy.
| Fair value measured as of September 30, 2025 | ||||||||||||||||
| Total | Total Level 1 | Total Level 2 | Total Level 3 | |||||||||||||
| Cryptocurrencies | $ | $ | $ | $ | ||||||||||||
| Derivative asset | $ | $ | $ | $ | ||||||||||||
| Cryptocurrencies due to customer | $ | $ | $ | $ | ||||||||||||
| Fair value measured as of December 31, 2024 | ||||||||||||||||
| Total | Total Level 1 | Total Level 2 | Total Level 3 | |||||||||||||
| Derivative asset | $ | $ | $ | $ | ||||||||||||
Level 1 Assets and Liabilities:
In accordance with ASU 2023-08, cryptocurrency that was mined from colocation services and held in a digital asset account controlled by the Company are measured at fair value and recognized separately on the cryptocurrencies line of the balance sheet. Due to an ongoing customer dispute, the Company has recognized corresponding cryptocurrencies due to alleged customer liability included in trade and other payables on the balance sheet. The estimated fair value of the cryptocurrency and alleged liability is classified as Level 1 of the fair value hierarchy and is based on the quantity of cryptocurrency held in the digital asset account multiplied by the price quoted on the exchange the Company uses to dispose of digital assets on September 30, 2025.
Level 3 Assets:
In June 2022, the Company entered into a power supply agreement (“PSA”) with Energy Harbor LLC (“Energy”), the energy supplier to the Company’s Midland, Pennsylvania facility, to provide the delivery of a fixed portion of the total amount of electricity for a fixed price through December 2026. There were five amendments to the PSA entered into in November 2023, December 2023, January 2024, April 2024 and May 2024. All the amendments were to purchase additional electricity at a fixed price for the months of December 2023, January 2024, February 2024, April 2024, May 2024 and June 2024. If the Midland, Pennsylvania facility uses more electricity than contracted, the cost of the excess is incurred at a new price quoted by Energy.
13
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Fair value of financial instruments: (Cont.)
While the Company participates in energy management programs at its Midland, Pennsylvania facility, the Company does not consider such actions as trading activities. That is, the Company does not engage in speculation in the power market as part of its ordinary activities. Because the sale of any electricity under a curtailment program allows for net settlement, the Company has determined the PSA meets the definition of a derivative under ASC 815, Derivatives and Hedging. However, because the Company has the ability to sell the power back to the grid rather than take physical delivery, physical delivery is not probable through the entirety of the contract and therefore, the Company does not believe the normal purchases and normal sales scope exception applies to the PSA. Accordingly, the PSA (the non-hedging derivative contract) is recorded at estimated fair value each reporting period with the change in the fair value recorded in “change in fair value of derivative asset” in the consolidated statements of operations.
The
PSA was classified as a derivative asset beginning in the quarter ended September 30, 2022, and measured at fair value on the date of
the PSA, with changes in fair value recognized in the accompanying consolidated statements of operations. The estimated fair value of
the Company’s derivative asset is classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs
utilized in the valuation. Specifically, the Company’s discounted cash flow estimation models contain quoted commodity exchange
spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the term of the PSA, which expires
in December 2026. In addition, the Company adopted a discount rate of approximately
Stock based compensation
The
Company follows ASC 718-10, Compensation-Stock Compensation. The Company expenses stock-based compensation to directors, employees,
and non-employees over the requisite service period based on the grant-date fair value of the awards. The Company determines the grant-date
fair value of options using the Trinomial Lattice Method. The assumptions used in calculating the fair value of stock-based awards represent
management’s best estimates and involve inherent uncertainties and the application of management’s judgment. These assumptions
are the expected stock volatility, the risk-free interest rate, the expected life of the option, and the expected forfeiture rate. Expected
volatility computes stock price volatility over expected terms based on the historical trading prices of the Company’s common stock,
par value $
14
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Segment Reporting
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision–making group in deciding how to allocate resources and in assessing performance.
The
Company operates as
Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.
In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Topic 3580-60): Accounting for and Disclosure of Crypto Assets. Under the new guidance, an entity would be required to subsequently measure certain crypto assets at fair value, with changes in fair value included in net income in each reporting period. The proposed set of rules would also require presentation of crypto assets and related fair value changes separately in the balance sheet and income statement and require various disclosures in interim and annual periods. The Company’s adoption of ASU 2023-08 did not have a material impact on its consolidated financial statements since the Company’s policy is to dispose of Bitcoin received from mining operations at the earliest opportunity, therefore the holding period is minimal, usually no more than a few days. ASU 2023-08 is effective for fiscal years beginning after December 15, 2024 and interim periods within those fiscal years. The Company adopted ASU 2023-08 on January 1, 2025.
15
NOTE 3 – AUSTRALIAN SUBSIDIARIES DECONSOLIDATION
The Company currently operates facilities in the United States of America and does not have operating sites in Australia.
MIG No.1
Liquidation and Deconsolidation of an Australian entity MIG No. 1
On
March 19, 2024, the Company’s subsidiary MIG No.1, an Australian entity, was placed into an Australian court appointed liquidation
due to it being deemed insolvent in Australia. The liquidation of an insolvent company in Australia allows an independent registered
Australian liquidator (the liquidator) to take control of the Australian entity so its affairs can be wound up in an orderly and fair
way and to benefit creditors. In the instance of MIG No.1, it is an Australian court liquidation, where a liquidator is appointed by
the Australian court to wind up a company following an application (by a creditor of MIG No.1). As a result of this court appointed liquidation,
the Company ceded authority for managing this Australian entity to the Australian liquidator, and the Company could not carry on MIG
No.1’s activities in the ordinary course of business. For these reasons, it was concluded that the Company had ceded control of
MIG No.1, and no longer had significant influence over this Australian entity since the liquidator was in control of this Australian
entity. Therefore, MIG No.1 loss of control was effective when it was placed into Australian court appointed liquidation on March 19,
2024, and was deconsolidated at this date, in accordance with ASC 810-10-15. In order to deconsolidate this Australian entity, MIG No.1,
the carrying values of the assets, liabilities and equity components previously recognized in accumulated other comprehensive income
of MIG No.1 were removed from the Company’s consolidated balance sheet as of March 19, 2024, in accordance with ASC 810, Consolidation.
The net impact of removing the assets and liabilities resulted in a loss on deconsolidation of $
Investment in MIG No.1
The
investment in MIG No. 1 held by the Company was accounted for under ASC 321, Investments — Equity Securities as it was concluded
the Company did not have significant influence over MIG No. 1 from March 19, 2024. At the time of the deconsolidation, the fair value
of MIG No.1 was estimated to be $
Australian entity MIG No.1 Secured Loan Facility Agreement
MIG
No. 1 is party to a Secured Loan Facility Agreement (the “Marshall Loan”) with Marshall. Investments GCP Pty Ltd ATF for
the Marshall Investments MIG Trust (collectively, “Marshall”). The Marshall Loan matured in February 2024 and the total outstanding
balance is $
NOTE 4 – BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
Net income (loss) per common share is calculated in accordance with ASC 260, Earnings Per Share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of Common Stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of shares of Common Stock outstanding plus the dilutive effect of unvested restricted stock units (“RSUs”), and outstanding warrants and options. For the periods presented with a net loss, the computation of diluted net loss per share does not include dilutive Common Stock equivalents in the weighted average shares outstanding, as they would be anti-dilutive.
For the three months end September 30, 2025, that presented $
| As of September 30, | ||||||||
| 2025 | 2024 | |||||||
| Warrants to purchase Common Stock | ||||||||
| Options to purchase Common Stock | ||||||||
| RSUs issued under a management equity plan | ||||||||
16
NOTE 5 – LEASES
The Company’s operating leases are for digital asset mining sites and its finance leases are primarily for related plant and equipment.
The Company’s lease costs recognized in the consolidated condensed statements of operations consist of the following:
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating lease charges (1) | $ | $ | $ | $ | ||||||||||||
| Finance lease charges: | ||||||||||||||||
| Amortization of right-of-use assets | $ | $ | $ | $ | ||||||||||||
| Interest on lease obligations | $ | $ | $ | $ | ||||||||||||
| (1) |
The following is a schedule of the Company’s lease liabilities by contractual maturity as of September 30, 2025:
| Operating leases | Finance leases | |||||||
| 2025 | $ | $ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Total undiscounted lease obligations | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total present value of lease liabilities | ||||||||
| Less: current portion of lease liabilities | ||||||||
| Non-current lease liabilities | $ | $ | ||||||
Other lease information as of and for the period ended September 30, 2025:
| Operating leases | Finance leases | |||||||
| Operating cash out flows from leases | $ | $ | ||||||
| Weighted-average remaining lease term (years) | ||||||||
| Weighted-average discount rate (%) | % | % | ||||||
17
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net, consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Plant and equipment | $ | $ | ||||||
| Computer equipment | ||||||||
| Processing machines (Miners) | ||||||||
| Modular data center | ||||||||
| Motor Vehicles | ||||||||
| Transformers | ||||||||
| Low-cost assets | ||||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
The
Company incurred depreciation and amortization expense in the amounts of $
NOTE 7 – INCOME TAXES
The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. Management has considered the Company’s history of book and tax income and losses incurred since inception, and the other positive and negative evidence, and has concluded that it is more likely than not that the Company will not realize the benefits of the net deferred tax assets as of September 30, 2025.
The
Company recorded income tax benefit (expense) of approximately (
| For the three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Effective income tax rate | ( | )% | % | |||||
The Company recorded income tax expense of approximately
| For the nine
months ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Effective income tax rate | ( |
)% | ( |
)% | ||||
As of September 30, 2025, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance.
18
NOTE 7 – INCOME TAXES (Cont.)
Enactment of the “One Big Beautiful Bill Act”
On July 4, 2025, President Donald Trump signed
into law the reconciliation tax bill, commonly referred to as the “One Big Beautiful Bill Act” (the “OBBBA”).
The OBBBA contains several changes to corporate taxation, including the restoration of
Under U.S. GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. The Company analyzed the impact of the OBBBA for this Quarterly Report and determined the impact to be immaterial, primarily due to the Company’s full valuation allowance.
NOTE 8 – LOANS
Marshall Loan
The
Company is included as a guarantor of the Marshall Loan. The loan matured in February 2024 and bears interest at a rate of
W Capital Loan
The
Company is included as a guarantor of a Secured Loan Facility Agreement (the “W Capital Loan”) for working capital by Mawson
SPL with W Capital Advisors Pty Ltd for the W Capital Advisors Fund (collectively, “W Capital”). As of September 30, 2025,
AUD $
Celsius Promissory Note
On
February 23, 2022, Luna Squares entered into a Digital Colocation Agreement (the “Digital Colocation Agreement”) with Celsius
Mining LLC. In connection with this agreement, Celsius Mining LLC loaned Luna Squares a principal amount of $
Convertible Notes
On
July 8, 2022, the Company issued secured convertible promissory notes (the “Secured Convertible Promissory Notes”) to investors
in exchange for cash. The outstanding balance relates to the interest on the Secured Convertible Promissory Notes which has been accrued
from July 2022 onwards and therefore the outstanding balance is $
19
NOTE 9 – COMMITMENTS AND CONTINGENCIES
The Company accounts for its contingent liabilities in accordance with ASC 450 Contingencies. A provision is recorded when it is both probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Legal costs incurred in connection with loss contingencies are expensed as incurred.
The Company is subject to the various legal proceedings and claims discussed below (and in Note 1) that have not been fully resolved and that have arisen in the ordinary course of business. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters are resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting period could be materially adversely affected.
Marshall Loan and W Capital Loan
The Marshall Loan was entered into with an Australian entity MIG No.1, which was placed into a court appointed liquidation and wind-up process and was deconsolidated from the Group on March 19, 2024. On March 19, 2024, Marshall appointed receivers and managers in Australia under the terms of their security relating to their secured loan facility. The direct assets that secure this loan include 5,372 miners and 8 MDCs. These assets are held by MIG No.1 and therefore were included in the deconsolidation. The receiver’s statutory duty includes the obligation to sell the secured assets at market value or, if market value is not known, at the best price reasonably obtainable to maximize the prospects of there being sufficient proceeds available to satisfy the balance of the outstanding secured debt. It is therefore expected that this loan balance will be offset in the future by the amount received from the sale of these miners and MDCs. On June 25, 2024, Marshall inspected and inventoried the miners and MDCs located at the Company’s Midland facilities. The Company had asked Marshall to take these assets out of the Company’s facilities. Marshall has not responded to the Company’s request for these miners and MDCs to be removed from the Company’s facilities. The Company is reserving all its rights and remedies against Marshall.
The W Capital Loan was originally with Mawson SPL and this Australian entity was placed into Australian voluntary administration on October 30, 2023 and on November 3, 2023, W Capital appointed receivers and managers in Australia under the terms of their security relating to their working capital facility. The Company has corresponded with W Capital and/or its representatives, the Company’s ongoing significant concerns about W Capital and James Manning, a former board director and Chief Executive Officer of the Company (“Manning”), being related parties. W Capital has not responded to the Company’s concerns in a manner satisfactory to the Company.
On October 3, 2024, a proceeding was filed by W Capital and Marshall against the Company before the Federal Court of Australia, New South Wales (the “Australian Court”), in the matter entitled W Capital Advisors Pty Ltd, in its capacity as Trustee for the W Capital Advisors Fund, v. Mawson Infrastructure Group, Inc., No. NSD 1395/2024. In an effort to force the Company to pay the W Capital Loan and the Marshall Loan, W Capital and Marshall sought to have the Company declared insolvent under Australian law on the grounds that the Company failed to pay W Capital the sums it claims the Company owed it under the aforesaid Australian judgment. On February 11, 2025, the Australian Court declared that Mawson be “wound up” under Australian law. However, Mawson has no assets, revenue or other business in Australia subject to Australian jurisdiction. It is unclear as to any adverse effect this ruling has on Mawson in the US. This Australian ruling completely disregarded the automatic stay in place as established by the involuntary Chapter 11 petition. The Company has communicated its objections and concerns to these Australian liquidator and entities.
Concurrently with the above Australian litigation, on December 4, 2024,
Marshall, W Capital, and Rayra Pty Ltd, as Trustee for the Mountainview Trust (“Rayra” and together with Marshall and W Capital,
collectively, the “Original Petitioners”), all Australian entities, concurrently filed an involuntary petition (the “Involuntary
Petition”) in the matter entitled In Re Mawson Infrastructure Group, Alleged Debtor, Case No. 1:24-bk-12726, under chapter
11 (“Chapter 11”) of title 11, 11 U.S.C. § 101 through 1330 (the “Bankruptcy Code”), seeking a determination
of the court to force the Company into a Chapter 11 proceeding. The Original Petitioners claimed in the Involuntary Petition that
they have debts aggregating AUD$
20
NOTE 9 – COMMITMENTS AND CONTINGENCIES (Cont.)
On January 10, 2025, the Company filed an answer to the Involuntary Petition, and on May 5, 2025 the Company filed with the United States Bankruptcy Court for the District of Delaware a motion for bond and sanctions against the Petitioning Creditors for violating the automatic stay in the involuntary proceedings. On Monday, August 11, 2025, the Honorable Mary F. Walrath, Bankruptcy Judge for the United States Bankruptcy Court for the District of Delaware heard the Company’s motion and granted relief in favor of the Company imposing sanctions on the Petitioning Creditors requiring them to pay the Company’s attorney fees and post a bond before the Petitioning Creditors would be allowed to continue the involuntary proceedings.
During the course of this matter, the Company continued to operate in the ordinary course of business as authorized under 11 U.S.C. § 303(f). Nonetheless, under applicable federal law, all collection efforts by the Company’s creditors, including all of the Petitioning Creditors, continued to be stayed pending final resolution of the Involuntary Petition.
The parties filed pretrial motions seeking various remedies including dismissal prior to trial, sanctions and attorney fees. On May 9, 2025, the Court granted Mawson’s motions for discovery from the Petitioning Creditors and paved a pathway for discovery of Manning—including from Australia if needed. The United States Bankruptcy Court for the District of Delaware denied Celsius’ previously filed motion for sanctions. The trial date was delayed indefinitely to allow for the completion of discovery and the opportunity for the parties to mediate.
As stated above, on May 5, 2025, Mawson filed a motion for sanctions against
the Petitioning Creditors seeking, among other things, compelling discovery against the Petitioning Creditors, sanctions for bad faith,
and payment of Mawson’s legal fees. The motions were heard by the United States Bankruptcy Court for the District of Delaware on
August 11, 2025 wherein the Court ruled from the bench to sanction the Petitioning Creditors requiring them to pay Mawson’s attorney’s
fees incurred to date and further ordered the Petitioning Creditors to post a cash bond of $
Mawson has since learned that on or about October 20, 2025, one of the Australian Petitioning Creditors, W. Capital, has filed for commencement of Australian Insolvency Proceedings placing W Capital under receivership and ultimate liquidation in Australia. It is believed that Mawson is one of W Capital’s largest creditors, if not W Capital’s only creditor. Mawson expects to avail itself of all legal rights and remedies to which it may be entitled to recover from W. Capital under applicable Australian and US laws.
As previously noted, the Company believes that the Petitioning Creditors are using these proceedings in Australia and were using the proceedings in the United States as a bad faith attempt to gain leverage in ongoing legal disputes between the parties.
21
NOTE 9 – COMMITMENTS AND CONTINGENCIES (Cont.)
Celsius Promissory Note and Digital Colocation Agreement
Luna Squares has not repaid the Celsius Promissory Note as required on its stated maturity date and is claimed by Celsius to be in default. Celsius Mining LLC transferred the benefit of the Celsius Promissory Note to Celsius Network Ltd. and Celsius Network Ltd has notified Luna Squares that the default interest is payable.
On
July 18, 2024, Celsius Network, LLC filed for arbitration of its claims against the Company with the American Arbitration Association
in the matter entitled Celsius Network Ltd., Celsius Mining LLC and Ionic Digital Mining LLC v. Mawson Infrastructure Group, Luna Squares
LLC and Cosmos Infrastructure LLC - Case 01-24-0006-4462. An arbitrator was appointed on September 30, 2024 and the parties submitted
their respective positions on October 25, 2024 regarding the scheduling of the arbitration. On January 23, 2025, the arbitrator issued
a Partial Final Award (the “Partial Final Award”) granting in part Celsius’ claim against Luna Squares on the outstanding
promissory note executed by Luna Squares in favor of Celsius. The Partial Final Award granted Celsius monetary damages in the amount
of $
Subsequent to the initial proceedings, Celsius filed a motion seeking a partial award from the arbitrator against Mawson based on its corporate guarantee. The arbitrator granted this partial award in favor of Celsius. Additionally, Celsius pursued a motion for sanctions against the Company in the involuntary proceedings referenced above. This motion was prompted by the Court’s denial of the Company’s objection to Celsius’ stay motion. However, after a hearing held on May 9, 2025, the Court denied Celsius’ motion for sanctions.
On October 7, 2025, Celsius filed a petition with the Court to confirm its partial arbitration award against Mawson. Following this, on November 6, 2025, both parties agreed to jointly file a consent judgment and execute a forbearance agreement, which provided additional time for the parties to continue their discussions toward an amicable settlement of all outstanding matters. The Court signed the consent judgment on November 10, 2025.
Currently, the parties are engaged in negotiations to resolve the ongoing litigation. Nevertheless, the Company’s claims and counterclaims for damages against Celsius remain active in the litigation process, and the Company is continuing to pursue these counterclaims and damages expeditiously.
The Company and/or its applicable subsidiaries have not fulfilled specific payment obligations related to the Marshall Loan, the W Capital Loan and the Celsius Promissory Note mentioned above. Consequently, the creditors associated with these debt facilities may initiate actions as allowed by relevant grace periods. This includes the possibility of opting to expedite the repayment of the principal debt, pursuing legal action against the Company or its subsidiaries for payment default, raising interest rates to the default or overdue rate, or taking appropriate measures concerning collateral (including appointing a receiver), if applicable.
Blockware
On April 19, 2024, a civil suit entitled Blockware Solutions, LLC v. Mawson Bellefonte LLC and Mawson Infrastructure Group, Inc. was filed in the US District Court, Southern District of New York. The matter remains ongoing. However, the parties are actively pursuing informal settlement discussions.
22
NOTE 9 – COMMITMENTS AND CONTINGENCIES (Cont.)
CleanSpark
On
July 16, 2024, the Company filed a civil lawsuit for its claims against CleanSpark, Inc (CleanSpark”) and CSRE Properties Sandersville,
LLC with the United States District Court for the Southern District of New York in the matter entitled “Mawson Infrastructure
Group, Inc. and Luna Squares, LLC v. CleanSpark, Inc. and CSRE Properties Sandersville, LLC”, Civil Action No. 1:24-cv-5379,
for at least $
Vertua
On
March 16, 2022, Luna Squares entered into a lease with respect to a
property in the City of Sharon, Mercer County, Pennsylvania (the “Sharon Lease”) with Vertua Property Inc. (“Vertua”),
a subsidiary entity in which Vertua Ltd has a
On September 6, 2024, Luna Squares filed a praecipe of lis pendens for the property leased in Sharon, Pennsylvania in the Court of Common Pleas of Mercer County, Pennsylvania in the matter entitled Luna Squares Property, LLC v. Vertua Property, Inc. Case No 2024-2332. It did so to also provide third parties such as Bitfarms Ltd. notice that the property is encumbered by a lease between Luna Property and Vertua. This property is the subject of a current civil lawsuit between the Company and Luna Property against Vertua. On October 17, 2024, the Company filed several claims in the matter captioned above against Vertua, including claims for breach of the lease agreement and wrongful termination of the lease, as well as for tortious interference with a business relationship. The Company is seeking reinstatement of the lease, compensatory damages, disgorgement of revenue, and exemplary and punitive damages, as well as reimbursement for its costs and litigation expenses. Vertua is a company related to Manning and also affiliated with Darron Wolter of W Capital. The matter has since been removed to federal court and is pending before the United States Bankruptcy Court for the Western District of Pennsylvania, under adversary proceeding number 25-01003-JCM. The matter remains ongoing.
Consensus Colocation Agreement
On October 12, 2023, the Company entered into a Service Framework Agreement with a wholly owned subsidiary of Consensus Technology Group, Consensus Colocation PA LLC, for colocation services for approximately 15,876 Bitmain Antminer S19 XP miners or approximately 50 MW at Mawson’s Midland, Pennsylvania facilities (the “Service Framework Agreement”). Consensus Technology Group was subsequently acquired by NYDIG. On March 6, 2025, a complaint was filed by Consensus Colocation PA LLC and Stone Ridge Ventures II LLC (collectively, “CTG”) with Court of Chancery of the State of Delaware, under C.A. No. 2025-0252-MTZ seeking (i) a temporary restraining order (“TRO”) to terminate Mawson’s redirection of CTG’s miners following a fee dispute and (ii) authority to remove its miners from Mawson’s facility prior to the termination of the Service Framework Agreement. The matter went to hearing on the TRO on March 13, 2025 and by joint stipulation the parties agreed to terminate the redirection of the miners but that the Service Framework Agreement remained active, and the miners could not be removed before March 20, 2025. All servers were removed by April 15, 2025 and by agreement, the TRO was dismissed. The parties reserved all other rights.
On April 25, 2025, CTG filed an arbitration demand with the American Arbitration Association for damages stemming from Mawson’s redirection of its miners following the parties’ contractual dispute Mawson has retained legal counsel, categorically denies the allegations of the demand, and intends to pursue its claims and counterclaims against CTG, including but not limited to the Company’s Right of First Refusal (ROFR) related damages claims against CTG. No further filings or hearings have been made or set at this time. Discovery is ongoing. The matter remains ongoing
and an arbitration hearing has been set for the week of April 27, 2026.
On
June 27, 2025, CTG filed a Petition and Order of Attachment in Aid of Arbitration with the Supreme Court of the State of New York, County
of New York, under Docket No. 653851/2025 against Mawson Hosting, LLC. On July 27, 2025, the Court granted an order for attachment in
the amount of $
23
NOTE 10 – STOCKHOLDERS’ EQUITY
Common Stock
During
the nine-month period ended September 30, 2025, vested and outstanding RSUs were settled into
Common Stock Warrants
The
Company’s outstanding stock warrants have not changed during the nine-month period ended September 30, 2025. The outstanding stock
warrants as of September 30, 2025 are
Stock-Based Compensation:
Equity plans
At
the Company’s annual meeting on May 17, 2023, the stockholders approved an amendment to the Company’s 2021 Equity Incentive
Plan (the “2021 Plan”) that, amongst other things, increased the number of shares available under the 2021 Plan to
As
of September 30, 2025, the number of shares allocated and available under the 2024 Plan were
The Company recognized stock-based compensation expense during the three and nine months ended September 30, 2025 and 2024, as follows:
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Performance-based restricted stock awards | $ | $ | $ | $ | ||||||||||||
| Service-based restricted stock awards* | ( | ) | ||||||||||||||
| Option expense** | ||||||||||||||||
| Total stock-based compensation | $ | ( | ) | $ | $ | $ | ||||||||||
| * |
|
| ** |
Performance-based awards
Performance-based awards generally vest over a three-year performance period upon the successful completion of specified market and performance conditions.
24
NOTE 10 – STOCKHOLDERS’ EQUITY (Cont.)
Stock-Based Compensation: (Cont.)
The following table presents a summary of the Company’s performance-based restricted stock awards activity:
| Number of shares | Weighted Average Remaining Contractual Life (in years) | |||||||
| Outstanding as of December 31, 2024 | ||||||||
| Exercised | ||||||||
| Expired/forfeited | ||||||||
| Outstanding as of September 30, 2025 | ||||||||
| Exercisable as of September 30, 2025 | ||||||||
Service-based restricted stock awards
Service-based awards generally vest over a one-year service period or as otherwise defined.
The following table presents a summary of the Company’s service-based awards activity:
| Number of shares | Weighted Average Remaining Contractual Life (in years) | |||||||
| Outstanding as of December 31, 2024 | ||||||||
| Issued | ||||||||
| Exercised | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Outstanding as of September 30, 2025 | ||||||||
| Exercisable as of September 30, 2025 | ||||||||
As
of September 30, 2025, there was approximately $
Stock options awards
Stock options awards vest upon the successful completion of specified market conditions.
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NOTE 10 – STOCKHOLDERS’ EQUITY (Cont.)
Stock-Based Compensation: (Cont.)
The following table presents a summary of the Company’s Stock options awards activity:
| Number of shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding as of December 31, 2024 | $ | $ | ||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Outstanding as of September 30, 2025 | $ | $ | ||||||||||||||
| Exercisable as of September 30, 2025 | $ | $ | ||||||||||||||
NOTE 11 – SUBSEQUENT EVENTS
Nasdaq Deficiency
As previously disclosed, on September 12, 2025, the Company was notified that the Nasdaq Hearings Panel (the “Panel”) had determined to grant the Company’s request for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), subject to the Company timely satisfying certain conditions.
On
January 24, 2025, the Company was notified by the Listing Qualifications Department (the “Staff”) of Nasdaq that for the
33 consecutive business days preceding the date of the notice, the Company’s Market Value of Listed Securities (“MVLS”)
was less than the $
On
February 6, 2025, the Company was notified that it had reported a closing bid price of less than $
As the Company was unable to regain compliance with the MVLS Rule or the Bid Price Rule within the grace periods provided by Nasdaq, the Company was notified that its securities were subject to delisting unless the Company timely requested a hearing before the Panel. The Company timely requested a hearing, at which it presented its compliance plan and requested an extension to demonstrate compliance with the MVLS Rule and the Bid Price Rule.
Following the hearing, on September 12, 2025, the Company received the Panel’s decision, which granted the Company’s request for continued listing on Nasdaq subject to the Company demonstrating compliance with (i) the MVLS Rule by no later than October 15, 2025, and (ii) the Bid Price Rule by no later than November 7, 2025 (together, the “Exception Period”). The Panel’s decision also served to notify the Company that it must provide Nasdaq with prompt notification of any significant events that occur during the Exception Period that may affect the Company’s compliance with Nasdaq’s listing requirements and that the Panel reserved the right to reconsider the terms of the exception based on any event, condition, or circumstance that exists or develops that would, in the opinion of the Panel, make the continued listing of the Company’s securities on Nasdaq inadvisable or unwarranted.
On October 23, 2025, the Company requested (i) an extension of the November 7, 2025 deadline to evidence compliance with the Bid Price Rule through December 4, 2025 and (ii) an extension of the October 15, 2025 deadline to evidence compliance with the MVLS Rule through December 19, 2025. On October 31, 2025, the Company received written notice that the Panel had granted the Company’s request.
There can be no assurance that the Company will be able to regain compliance with either the MVLS Rule or the Bid Price Rule or otherwise maintain compliance with all other applicable criteria for continued listing on Nasdaq. In such case, the Company’s securities would be subject to delisting.
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NOTE 11 – SUBSEQUENT EVENTS (Cont.)
Termination of Sales Agreement
On
October 13, 2025, the Company voluntarily terminated its Sales Agreement (the “Prior Sales Agreement”) with Roth Capital
Partners, LLC (the “Lead Agent”) and A.G.P./Alliance Global Partners (collectively with the Lead Agent, the “Agents”
and individually an “Agent”). Under the terms of the Prior Sales Agreement, dated December 13, 2024, the Company had the
right to sell shares of its Common Stock having an aggregate sales price of up to $
Entry into At the Market Offering Agreement
On
October 16, 2025, the Company entered into an At the Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright
& Co., LLC (“Wainwright”) to sell shares (the “Shares”) of our Common Stock having an aggregate sales price
of up to $
We
will pay Wainwright a commission in an amount equal to
We
are not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder.
The offering of Shares pursuant to the Sales Agreement will terminate on the earlier of (1) the sale, pursuant to the Sales Agreement,
of Shares having an aggregate offering price of $
The Shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-290013) and a prospectus supplement, dated October 17, 2025, filed with the SEC on October 17, 2025.
As of November 12, 2025, the Company has sold
Pilot Program
In October 2025, we announced the launch of a graphics processing unit (“GPU”) pilot program on a major, leading decentralized AI network. Our GPU pilot’s overarching objective is to build a repeatable, scalable framework that proves a path for us to expand our role as an AI cloud or infrastructure provider across our U.S. sites. The initial phase of the project is an aggressive 100-day plan to retrieve performance data, evaluate project economics, and test market fit. Comprehensive analysis throughout the pilot will be executed to ensure the security, reliability, and commercial viability of our design.
Lease Extension
As previously disclosed, on May 24, 2023, Mawson
Bellefonte LLC signed a Lease Agreement (the “Lease Agreement”) for the Company’s
On November 6, 2025, the parties to the Lease Agreement executed a Lease Amendment exercising the five-year lease renewal option. The term under the Lease Agreement now extends to December 31, 2030.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of our balance sheets, statements of operations and cash flows. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited consolidated condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in the 2024 Form 10-K. All amounts are in U.S. dollars.
Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,” and “Mawson,” refer to Mawson Infrastructure Group Inc., a Delaware corporation, Cosmos Trading Pty Ltd, Cosmos Infrastructure LLC, Cosmos Manager LLC, MIG No.1 Pty Ltd (on March 19, 2024, MIG No.1 Pty Ltd was placed into a court appointed liquidation and wind-up process), MIG No.1 LLC, Mawson AU Pty Limited (on April 23, 2024, Mawson AU Pty Ltd was placed into a court appointed liquidation and wind-up process), Mawson Services Pty Ltd (on April 29, 2024, Mawson Services Pty Ltd was placed into a court appointed liquidation and wind-up process), Mawson Bellefonte LLC, Luna Squares LLC, Luna Squares Repairs LLC, Luna Squares Property LLC, Mawson Midland LLC, Mawson Ohio LLC, Mawson Hosting LLC and Mawson Mining LLC.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial condition, results of operations, strategies or prospects. Forward-looking statements can be identified by the use of forward-looking words such as “believe”, “expect”, “intend”, “plan”, “may”, “should”, “could” or “anticipate” or their negatives or other variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements may be included in, but are not limited to, various filings made by us with the United States Securities and Exchange Commission (the “SEC”), press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the factors summarized below.
This report, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025 and August 14, 2025, and the 2024 Form 10-K identify important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements, including those set forth under Item 1A. “Risk Factors” below.
The risk factors included in this Quarterly Report on Form 10-Q, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025 and August 14, 2025, and on the 2024 Form 10-K are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those expressed or implied in our forward-looking statements:
| - | continued evolution and uncertainty related to technologies and digital infrastructure; |
| - | our ability to continue as a going concern; | |
| - | our ability to cure any continued listing deficiencies and maintain the listing of our Common Stock on the Nasdaq Capital Market; | |
| - | the availability of our “at the market offering” program and our ability or inability to secure additional funds through equity financing transactions; | |
| - | access to reliable and reasonably priced electricity sources; |
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| - | operational, maintenance, repair, safety, and construction risks; |
| - | the failure or breakdown of mining equipment, or internet connection failure; |
| - | our reliance on key management personnel and employees; | |
| - | our ability to attract or retain the talent needed to sustain or grow the business; |
| - | our ability to develop and execute on our business strategy and plans; |
| - | counterparty risks related to our customers, agreements and/or contracts; | |
| - | the loss of a significant digital colocation customer; |
| - | adverse actions by creditors, debt providers, or other parties; |
| - | continued evolution and uncertainty related to growth in blockchain and Bitcoin and other digital assets’ usage; |
| - | high volatility in Bitcoin and other digital assets’ prices and in value attributable to our business; |
| - | our need to, and difficulty in, raising additional debt or equity capital and the availability of financing opportunities; |
| - | failure to maintain required compliance to remain eligible for the most cost-effective forms of raising additional equity capital; |
| - | the evolution of AI and HPC market and changing technologies; |
| - | the slower than expected growth in demand for AI, HPC and other accelerated computing technologies; |
| - | the ability to timely implement and execute on AI and HPC digital infrastructure contracts or deployment; |
| - | the ability to timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods mentioned; |
| - | downturns in the digital assets industry; |
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| - | counterparty risks and risks of delayed or delinquent payments from customers and others; |
| - | inflation, economic or political environment; |
| - | cyber-security threats; |
| - | our ability to obtain proper insurance; |
| - | banks and other financial institutions ceasing to provide services to our industry; |
| - | changes to the Bitcoin and/or other networks’ protocols and software; |
| - | the decrease in the incentive or increased network difficulty to mine Bitcoin; |
| - | the increase of transaction fees related to digital assets: |
| - | the fraud or security failures of large digital asset exchanges; |
| - | the regulation and taxation of digital assets like Bitcoin; |
| - | our ability to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002; and |
| - | material litigation, investigations, or enforcement actions, including by regulators and governmental authorities. |
Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the risk factors set out in Item 1A. Risk Factors in this Quarterly Report on Form 10-Q, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025 and August 14, 2025, and in our 2024 Form 10-K.
All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this report and are expressly qualified in their entirety by the cautionary statements included in this report. We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. In evaluating forward-looking statements, you should consider these risks and uncertainties.
Company Overview
We are a technology company focused on digital infrastructure platforms.
The Company designs, builds and operates next-generation digital infrastructure platforms for enterprise customers and for its own purposes. The Company provides services spanning AI, HPC, digital assets including Bitcoin mining, and other intensive computer applications. The Company delivers both self-mining operations and colocation services to enterprise customers with a vertically integrated infrastructure model built for scalability and efficiency. The Company also has an energy management business, which utilizes software and analysis, to generate revenue when the Company participates in energy management programs related to the real-time needs of the power grid.
The Company has a strategy to prioritize the usage of carbon-free energy sources, including nuclear energy, to power its digital infrastructure platforms and computational machines to support the rapid growth of the digital economy in an environmentally sustainable way.
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The Company manages and operates digital infrastructure platforms and data centers delivering a total current capacity of approximately 129 MW with its current operational sites, with additional future capacity under development, all strategically located in locations served by the PJM Energy Market in the United States. The PJM Energy Market is the largest wholesale power market in North America.
In October 2025, we announced the launch of a graphics processing unit (“GPU”) pilot program on a major, leading decentralized AI network. Our GPU pilot’s overarching objective is to build a repeatable, scalable framework that proves a path for us to expand our role as an AI cloud or infrastructure provider across its U.S. sites. The initial phase of the project is an aggressive 100-day plan to retrieve performance data, evaluate project economics, and test market fit. Comprehensive analysis throughout the pilot will be executed to ensure the security, reliability, and commercial viability of our design.
Results of Operations – Three months ended September 30, 2025 compared to the three months ended September 30, 2024
| For the three months ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenues: | ||||||||
| Digital colocation revenue | $ | 7,161,452 | $ | 9,518,696 | ||||
| Energy management revenue | 5,426,302 | 1,963,805 | ||||||
| Digital assets mining revenue | 586,952 | 833,516 | ||||||
| Total revenues | 13,174,706 | 12,316,017 | ||||||
| Less: Cost of revenues (excluding depreciation) | 4,611,408 | 7,996,440 | ||||||
| Gross profit | 8,563,298 | 4,319,577 | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | 5,838,711 | 6,000,344 | ||||||
| Stock-based compensation | (1,400,190 | ) | 5,320,823 | |||||
| Depreciation and amortization | 1,344,767 | 3,607,848 | ||||||
| Change in fair value of derivative asset | 1,201,299 | 789,146 | ||||||
| Total operating expenses | 6,984,587 | 15,718,161 | ||||||
| Income (loss) from operations | 1,578,711 | (11,398,584 | ) | |||||
| Non-operating income (expense): | ||||||||
| Loss on foreign currency transactions | (337,919 | ) | (352,375 | ) | ||||
| Interest expense | (868,082 | ) | (801,625 | ) | ||||
| Other income | 58,555 | 119,526 | ||||||
| Other expenses | (9,798 | ) | (443,537 | ) | ||||
| Total non-operating expense, net | (1,157,244 | ) | (1,478,011 | ) | ||||
| Income (loss) before income taxes | 421,467 | (12,876,595 | ) | |||||
| Income tax benefit (expense) | (93,808 | ) | 648,857 | |||||
| Net Income (loss) | $ | 327,659 | $ | (12,227,738 | ) | |||
| Net income (loss) per share, basic | $ | 0.02 | $ | (0.66 | ) | |||
| Net income (loss) per share, diluted | $ | 0.01 | $ | (0.66 | ) | |||
| Weighted average number of shares outstanding – basic | 20,863,110 | 18,519,572 | ||||||
| Weighted average number of shares outstanding – diluted | 23,602,947 | 18,519,572 | ||||||
Revenues
Digital colocation revenues for the three months ended September 30, 2025 and 2024, were $7.2 million and $9.5 million, respectively. This represented a 25% decrease or a decrease of $2.4 million, compared to the same period in 2024. The decrease in revenue was primarily attributable to a reduction in both the number of customers and the average contract size as compared to the 2024 period, offset by an increase in revenues of $2.0 million due to the settlement of contracts with former customers. In 2025, the Company entered into a profit-share agreement that generated lower revenue relative to traditional colocation arrangements but yielded higher overall profitability. The Company continues to enhance its digital colocation capabilities to expand its customer base and increase the number of machines utilizing its digital colocation infrastructure services.
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Energy management revenues for the three months ended September 30, 2025 and 2024, were $5.4 million and $2.0 million, respectively. This represented a 176% increase or an increase of $3.5 million, compared to the same period in 2024. The increase was primarily attributable to the Company’s enhanced energy management programs, which leverage advanced software and analytics to optimize power usage in response to real-time grid conditions and market pricing signals. Energy management programs enable the Company to generate revenue and reduce energy costs by adjusting power consumption during periods of elevated demand or pricing volatility. Higher overall energy prices and greater grid demand variability during the 2025 period contributed to increased participation in energy management programs relative to 2024.
Digital assets mining revenues from self-mining of Bitcoin for the three months ended September 30, 2025 and 2024, were $0.6 million and $0.8 million, respectively. This represented a decrease of $0.2 million compared to the same period in 2024. The decline was primarily driven by industry-wide conditions, including higher overall energy costs and an increase in global network difficulty, both of which contributed to lower Bitcoin production from self-mining activities.
Cost of revenues
Our cost of revenues consists primarily of direct power costs related to digital asset mining and colocation services and cost of mining equipment sold.
Cost of revenues for the three months ended September 30, 2025 and 2024, were $4.6 million and $8.0 million, respectively. This decrease of $3.4 million, or 42%, in cost of revenues compared to the same period in 2024 was attributable to lower energy consumption from reduced digital colocation services and digital asset mining from self-mining, partially offset by higher average energy prices during the 2025 period.
Operating Expenses
Our operating expenses include: selling, general and administrative expenses; stock-based compensation; change in fair value of derivative asset; and depreciation and amortization.
Selling, general and administrative
Our selling, general and administrative expenses consist primarily of audit, legal, and other professional fees, employee compensation, director fees, equipment repairs, marketing, freight, insurance, consultant fees, lease amortization and general expenses.
Selling, general and administrative expenses for the three months ended September 30, 2025 and 2024 were $5.9 million and $6.0 million, respectively, a decrease of $0.2 million, or 3%, from period to period.
Stock-based compensation
Stock-based compensation (benefits) expenses for the three months ended September 30, 2025 and 2024 were $(1.4) million and $5.3 million, respectively. The benefit recognized during the 2025 period was due to the reversal of previously recognized share-based compensation expense due to the forfeiture of RSUs.
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Depreciation and amortization
Depreciation consists primarily of depreciation of digital asset mining hardware and modular data center (“MDC”) equipment.
Depreciation and amortization for the three months ended September 30, 2025 and 2024, were $1.3 million and $3.6 million, respectively. The lower depreciation and amortization expense is the result of liquidation and an increased number of the Company’s digital asset mining hardware being fully depreciated compared to prior periods.
Change in fair value of derivative asset
During the three months ended September 30, 2025 and 2024, there was a loss on the fair value of the derivative asset of $1.2 million and $0.8 million, respectively, in relation to our power supply arrangements. Changes in energy market prices and volatility impacted the fair value of the hedge during these periods.
Non-operating income (expense)
Non-operating income (expense) consist primarily of interest expenses, gain (loss) on foreign currency transactions, and other income and expenses.
Interest expenses for each of the three months ended September 30, 2025 and 2024, were $0.9 million and $0.8 million, respectively.
During the three months ended September 30, 2025, loss on foreign currency transactions was $0.3 million. During the three months ended September 30, 2024, loss on foreign currency transactions was $0.4 million.
Income tax benefit (expense)
The Company recorded income tax benefit (expense) of approximately (22.3)% of income before income taxes and 5.0% of loss before income taxes for the three-month periods ended September 30, 2025 and 2024, respectively. The difference in the income tax benefit (expense) for the three-month period ended September 30, 2025 versus the three-month period ended September 30, 2024 relates mainly to differences in estimated interest and penalty accruals included in the current payable for each of those periods, as well as changes in estimates regarding the realizability of deferred tax balances that impact the Company’s deferred tax expense. For the 2025 period, the interest and penalties only relate to the incremental increase during the three-month period ended September 30, 2025 while the 2024 interest and penalties relate to both the three-month period ended September 30, 2024 and prior periods beginning in 2021.
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Enactment of the “One Big Beautiful Bill Act” (OBBBA)
On July 4, 2025, President Donald Trump signed into law the OBBBA. The OBBBA contains several changes to corporate taxation, including the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental (“R&E”) expenditures, modifications of Section 163(j) interest expense limitations, updates to rules governing global intangible low-taxed income (“GILTI”) and foreign-derived intangible income (“FDII”), amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.
Under U.S. GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. The Company analyzed the impact of the OBBBA for this Quarterly Report and determined the impact to be immaterial, primarily due to the Company’s full valuation allowance.
Results of Operations – Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
| For the nine months ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenues: | ||||||||
| Digital colocation revenue | $ | 21,250,623 | $ | 25,884,176 | ||||
| Energy management revenue | 13,621,889 | 6,168,906 | ||||||
| Digital assets mining revenue | 1,649,750 | 11,596,363 | ||||||
| Equipment sales | - | 550,000 | ||||||
| Total revenues | 36,522,262 | 44,199,445 | ||||||
| Less: Cost of revenues (excluding depreciation) | 18,101,404 | 28,577,249 | ||||||
| Gross profit | 18,420,858 | 15,622,196 | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | 17,542,427 | 13,100,223 | ||||||
| Stock-based compensation | 1,678,575 | 11,275,554 | ||||||
| Depreciation and amortization | 4,338,799 | 16,211,516 | ||||||
| Change in fair value of derivative asset | (721,222 | ) | 878,096 | |||||
| Total operating expenses | 22,838,579 | 41,465,389 | ||||||
| Loss from operations | (4,417,721 | ) | (25,843,193 | ) | ||||
| Non-operating income (expense): | ||||||||
| Loss on foreign currency transactions | (1,115,209 | ) | (474,210 | ) | ||||
| Interest expense | (2,480,283 | ) | (2,289,150 | ) | ||||
| Other income | 223,313 | 309,209 | ||||||
| Other expenses | (28,753 | ) | (29,800 | ) | ||||
| Loss on deconsolidation | - | (12,444,097 | ) | |||||
| Total non-operating expense, net | (3,400,932 | ) | (14,928,048 | ) | ||||
| Loss before income taxes | (7,818,653 | ) | (40,771,241 | ) | ||||
| Income tax expense | (185,984 | ) | (1,044,475 | ) | ||||
| Net Loss | (8,004,637 | ) | (41,815,716 | ) | ||||
| Less: Net loss attributable to non-controlling interests | - | (205,086 | ) | |||||
| Net Loss attributed to Mawson common stockholders | $ | (8,004,637 | ) | $ | (41,610,630 | ) | ||
| Net Loss per share, basic & diluted | $ | (0.40 | ) | $ | (2.37 | ) | ||
| Weighted average number of shares outstanding | 19,970,014 | 17,529,342 | ||||||
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Revenues
Digital colocation revenues for nine months ended September 30, 2025 and 2024, were $21.3 million and $25.9 million, respectively. This represented an 18% decrease or a decrease of $4.6 million, compared to the same period in 2024. The decrease in revenue was primarily attributable to a reduction in both the number of customers and the average contract size as compared to the 2024 period, offset by an increase in revenues of $2.0 million due to the settlement of contracts with former customers. In 2025, the Company entered into a profit-share agreement that generated lower revenue relative to traditional colocation arrangements but yielded higher overall profitability. The Company continues to enhance its digital colocation capabilities to expand its customer base and increase the number of machines utilizing its digital colocation infrastructure services.
Energy management revenues for the nine months ended September 30, 2025 and 2024, were $13.6 million and $6.2 million, respectively. This represented a 121% increase or an increase of $7.5 million, compared to the same period in 2024. The increase was primarily attributable to the Company’s enhanced energy management programs, which leverage advanced software and analytics to optimize power usage in response to real-time grid conditions and market pricing signals. Energy management programs enable the Company to generate revenue and reduce energy costs by adjusting power consumption during periods of elevated demand or pricing volatility. Higher overall energy prices and greater grid demand variability during the 2025 period contributed to increased participation in energy management programs relative to 2024.
Digital assets mining revenues from self-mining of Bitcoin for the nine months ended September 30, 2025 and 2024, were $1.6 million and $11.6 million, respectively. This represented a decrease of $9.9 million compared to the same period in 2024. The decline in self-mining revenues was primarily driven by industry-wide conditions, including higher overall energy costs and increased network difficulty, which contributed to reduced Bitcoin production. In addition, the Company’s revenue mix continued to evolve during 2025, reflecting a strategic shift away from self-mining activities toward digital asset colocation services. This transition has resulted in a greater proportion of revenue being generated from colocation operations.
Cost of revenue
Our cost of revenue consists primarily of direct power costs related to digital asset mining and colocation services and cost of mining equipment sold.
Cost of revenue for the nine months ended September 30, 2025 and 2024, were $18.1 million and $28.6 million, respectively. This decrease of $10.5 million, or 37%, in cost of revenue compared to the same period in 2024 was attributable to lower energy consumption from reduced digital colocation services and digital asset mining from self-mining, partially offset by higher average energy prices during the 2025 period.
Operating Expenses
Our operating expenses include: selling, general and administrative expenses; stock-based compensation; change in fair value of derivative asset; and depreciation and amortization.
Selling, general and administrative
Our selling, general and administrative expenses consist primarily of audit, legal, and other professional fees, employee compensation, director fees, equipment repairs, marketing, freight, insurance, consultant fees, lease amortization and general expenses.
Selling, general and administrative expenses for the nine months ended September 30, 2025 and 2024 were $17.5 million and $13.1 million, respectively, an increase of $4.4 million, or 34%. The increase was primarily driven by higher external legal and litigation related expenses, employee compensation and the write-off of uncollectible customer accounts.
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Stock-based compensation
Stock-based compensation expenses for the nine months ended September 30, 2025 and 2024 were $1.7 million and $11.3 million, respectively. The benefit recognized during the 2025 period was due to the reversal of previously recognized share-based compensation expense due to the forfeiture of RSUs.
Depreciation and amortization
Depreciation consists primarily of depreciation of digital asset mining hardware and MDC equipment.
Depreciation and amortization for the nine months ended September 30, 2025 and 2024, were $4.3 million and $16.2 million, respectively. The lower depreciation and amortization expense is the result of liquidation and deconsolidation of MIG No. 1 and an increased number of the Company’s digital asset mining hardware being fully depreciated compared to prior periods.
Change in fair value of derivative asset
During the nine months ended September 30, 2025 and 2024, there was a gain on the fair value of the derivative asset of $0.7 million and a loss on the fair value of the derivative asset of $0.9 million, respectively, in relation to our power supply arrangements. The increase in the fair value of the derivative asset during 2025 was primarily driven by higher volatility and elevated forward energy prices, which increased the expected value of the Company’s hedge position. In contrast, the decrease in 2024 reflected a more stable energy price environment with limited forward price movement.
Non-operating income (expense)
Non-operating income (expense) consists primarily of interest expenses, gain (loss) on foreign currency transactions, loss on deconsolidation and other income and expenses.
Interest expenses for the nine months ended September 30, 2025 and 2024, were $2.5 million and $2.3 million, respectively.
During the nine months ended September 30, 2025, loss on foreign currency transactions was $1.1 million. During the nine months ended September 30, 2024, loss on foreign currency transactions was $0.5 million. This difference was due to higher Australian Dollar denominated liabilities in 2025 compared with 2024 and movement in the foreign exchange rate.
During the nine months ended September 30, 2024, the Company recognized a deconsolidation loss of $12.4 million. This loss was as a result of three Australian entities and subsidiaries, MIG No.1, Mawson AU and Mawson SPL, proceeding into Australian court appointed liquidation and accordingly these subsidiaries were deconsolidated. The deconsolidation loss recorded was due to the removal of the net assets and certain liabilities of this subsidiary from the condensed consolidated financial statements. See Note 3 – Australian Subsidiaries Deconsolidation to the Consolidated Condensed Financial Statements (Unaudited) in Item 1. Financial Statements, for further discussion of MIG No. 1.
Income tax expense
The Company recorded income tax expense of approximately 2.4% and 2.6% of loss before income tax expense for the nine-month periods ended September 30, 2025 and 2024, respectively. The difference in the income tax expense for the nine-month period ended September 30, 2025 versus the nine-month period ended September 30, 2024 relates mainly to differences in estimated interest and penalty accruals included in the current payable for each of those periods, as well as changes in estimates regarding the realizability of deferred tax balances which impact the Company’s deferred tax expense. For 2025, the interest and penalties only relate to the incremental increase during the nine-month period ended September 30, 2025 while the 2024 interest and penalties relate to both the nine-month period ended September 30, 2024 and prior periods beginning in 2021.
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Enactment of the “One Big Beautiful Bill Act”
On July 4, 2025, President Donald Trump signed into law the reconciliation tax bill, commonly referred to as the OBBBA. The OBBBA contains several changes to corporate taxation, including the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of R&E expenditures, modifications of Section 163(j) interest expense limitations, updates to rules governing GILTI and FDII, amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.
Under U.S. GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. The Company analyzed the impact of the OBBBA for this Quarterly Report and determined the impact to be immaterial, primarily due to the Company’s full valuation allowance.
Liquidity and Capital Resources
General
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. For the nine months ended September 30, 2025, we financed our operations primarily through cash flow provided by operating activities and other cash reserves.
On October 13, 2025, the Company voluntarily terminated its Prior Sales Agreement with Roth Capital Partners, LLC and A.G.P./Alliance Global Partners. Under the terms of the Prior Sales Agreement, the Company had the right to sell shares of its Common Stock having an aggregate sales price of up to $12 million, from time to time, through an “at the market offering” program. No sales of shares of Common Stock were made under the Prior Sales Agreement. Pursuant to its terms, the Company had the right to terminate the Prior Sales Agreement. In connection with the Prior Sales Agreement termination, no early termination penalties were incurred by the Company.
On October 16, 2025, we entered into the Sales Agreement with Wainwright to sell Shares of our Common Stock having an aggregate sales price of up to $9.6 million, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of Shares made under the Sales Agreement will be made by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
We will pay Wainwright a commission in an amount equal to 3.0% of the gross proceeds from the sale of the Shares and have agreed to provide Wainwright with customary indemnification and contribution rights. In addition, we have agreed to reimburse Wainwright for fees and disbursements related to its legal counsel in an amount not to exceed $50,000. Additionally, pursuant to the terms of the Sales Agreement, we agreed to reimburse Wainwright for the documented fees and costs of its legal counsel reasonably incurred in connection with Wainwright’s ongoing due diligence from time to time arising from the transactions contemplated by the Sales Agreement in an amount not to exceed $2,500 in the aggregate per due diligence update. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.
We are not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the Sales Agreement will terminate on the earlier of (1) the sale, pursuant to the Sales Agreement, of Shares having an aggregate offering price of $9.6 million and (2) the termination of the Sales Agreement by either us or Wainwright, as permitted therein.
As of November 12, 2025, we have sold 1,355,215 shares of Common Stock under the Sales Agreement at an average price of $1.28 per share, which has resulted in net proceeds to us of $1.7 million.
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We believe our near-term working capital requirements will continue to be funded through a combination of the cash we expect to generate from future operations, our existing funds, external debt facilities that may be available to use, future issuances of shares, and other potential sources of capital, monetization, or funds. We believe a combination of these opportunities are expected to be adequate to fund our operations over the next twelve months. For our business growth, it is expected we may continue investing in expanding and/or upgrading our infrastructure and/or other equipment and will require additional working capital in the short-term and long-term. As of September 30, 2025, we had an aggregate of $24.2 million of debt, all of which is overdue for repayment unless we refinance, renegotiate the terms, or prevail in our disputes and/or related claims and/or counterclaims. In addition, the Celsius deposit of $15.3 million is the subject of an ongoing legal dispute in arbitration with Mawson and Celsius having claims and counterclaims. See Note 9 – Commitments and Contingencies, Celsius Promissory Note and Digital Colocation Agreement to the unaudited consolidated condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report.
We will need to raise substantial additional capital to continue our operations, execute our business strategy and meet our debt service obligations. We may not be able to raise adequate capital on a timely basis, on favorable terms, or at all. Our inability to raise sufficient capital would have a material adverse effect on our financial condition and business.
Working Capital and Cash Flows
As of September 30, 2025 and December 31, 2024, we had a cash and cash equivalent balance of $2.3 million and $6.1 million, respectively. As of September 30, 2025 and December 31, 2024, the trade receivables balance was $13.8 million and $15.2 million, respectively. As of September 30, 2025, we had $24.2 million of outstanding short-term loans, and as of December 31, 2024, we had $20.9 million of short-term loans. The short-term loans as of September 30, 2025, relate to the Celsius Promissory Note, W Capital Loan, Secured Convertible Promissory Notes and Marshall Loan (each of which is currently in default). Refer to “Material Cash Requirements” below for more information. As of September 30, 2025 and December 31, 2024, we had negative working capital of $38.7 million and $35.9 million, respectively.
The following table presents the major components of net cash flows (used in) provided by operating, investing and financing activities for the nine months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash (used in) provided by operating activities | $ | (3,433,494 | ) | $ | 3,106,434 | |||
| Net cash used in investing activities | $ | (69,806 | ) | $ | (1,097,654 | ) | ||
| Net cash used in financing activities | $ | (309,882 | ) | $ | (726,773 | ) | ||
For the nine months ended September 30, 2025, net cash used in operating activities was $3.4 million and for the nine months ended September 30, 2024, net cash provided by operating activities was $3.1 million. We had a net loss of $5.9 million for the nine months ended September 30, 2025, which included $0.7 million of gain on derivative asset, $0.4 million benefit from stock-based compensation, $4.3 million of depreciation and amortization expense, $1.0 million of provision for doubtful accounts and $2.5 million of non-cash interest expense. We had a net loss of $41.8 million for the nine months ended September 30, 2024, which included $13.0 million loss on deconsolidation, $16.2 million of depreciation and amortization expense, $11.3 million of stock-based compensation expense, and $0.9 million of loss on derivative asset.
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For the nine months ended September 30, 2025, net cash used in investing activities was $0.1 million and for the nine months ended September 30, 2024, net cash used in investing activities was $1.1 million. The net cash used in investing activities during the nine months ended September 30, 2024, was primarily attributable to capital expenditures partially offset by proceeds from sale of certain non-utilized equipment.
For the nine months ended September 30, 2025 and 2024, net cash used in financing activities was $0.3 million and $0.7 million, respectively. The cash used in financing activities during the nine months ended September 30, 2025 and September 30, 2024, was primarily attributable to lease payments and loan payments.
Material Cash Requirements
The following discussion summarizes our material cash requirements from contractual and other obligations. For more information on these matters, please see Note 9 – Commitments and Contingencies to the unaudited consolidated condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report.
The Company is included as a guarantor of the Marshall Loan. The loan matured in February 2024 and bears interest at a rate of 12% per annum (with an overdue rate provision of an additional 500bps), payable monthly with interest payments that commenced in December 2021. This loan facility is secured by direct assets of MIG No.1 and a general security agreement given by the Company. Principal repayments began during November 2022. There has been no principal and interest payments made since May 2023. The outstanding balance including interest is $11.9 million as of September 30, 2025, all of which is currently classified as a current liability.
The Company is included as a guarantor of the W Capital Loan. As of September 30, 2025, the balance was AUD $2.4 million (USD $1.6 million) representing outstanding interest, all of which is currently classified as a current liability. The W Capital Loan accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 800bps). The W Capital Loan expired in March 2023.
On February 23, 2022, Luna Squares entered into the Digital Colocation Agreement with Celsius Mining LLC. In connection with this agreement, Celsius Mining LLC loaned Luna Squares a principal amount of $20.0 million, for the purpose of funding the infrastructure required to meet the obligations of the Digital Colocation Agreement, for which Luna Squares issued the Celsius Promissory Note for repayment of such amount. The Celsius Promissory Note accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 200bps). Luna Squares is required to amortize the loan at a rate of 15% per quarter, principal repayments began at the end of September 2022. The Celsius Promissory Note had a maturity date of August 23, 2023. The outstanding balance including interest is $10.5 million as of September 30, 2025, all of which is currently classified as a current liability.
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On July 8, 2022, the Company issued the Secured Convertible Promissory Notes in exchange for an aggregate of $3.6 million in cash. On September 29, 2022, the Company entered into a letter variation relating to some of the Secured Convertible Promissory Notes, with an aggregate principal amount of $3.1 million, which gave those holders the option to elect for pre-payment (including accrued interest to maturity) subject to certain conditions. All of the investors included in this letter variation elected for the pre-payment option and therefore there were $3.1 million principal repayments made during November 2022. The final convertible noteholder who was not a party to this variation opted to enter into an arrangement whereby it received pre-payment of interest but agreed that repayment of the principal was not required therefore the remaining $0.50 million had been classified as a current liability. The convertible note matured in July 2023. Interest has been accrued from July 2023 onwards and therefore the outstanding balance is $0.1 million as of September 30, 2025, all of which is classified as a current liability. During 2024 the principal amount outstanding of $0.50 million was repaid to the investor.
Financial condition
As of September 30, 2025, and December 31, 2024, we had current liabilities of $59.9 million and $61.9 million, respectively. As of September 30, 2025, and December 31, 2024, we had negative net assets of $9.4 million and $3.2 million, respectively. As of September 30, 2025, we had an accumulated deficit of $234.7 million compared to $228.8 million as of December 31, 2024. Our cash position of September 30, 2025, was $2.3 million in comparison to $6.1 million as of December 31, 2024.
For the nine- month period ended September 30, 2025 and 2024, the Company incurred a net loss attributed to Mawson common stockholders of $5.9 million and $41.6 million, respectively, a decrease in financial loss of $35.7 million.
Our primary requirements for liquidity and capital are working capital, capital expenditures, public company costs and general corporate needs. In particular, we have large power usage costs, and other significant costs include our lease, operational, general costs and employee costs. We expect these capital and liquidity needs to continue as we further develop and grow our business. Our principal sources of liquidity have been and are expected to be our cash and cash equivalents, external debt facilities available to us and further issuances of shares.
We require additional capital to respond to near-term debt repayment obligations, competitive pressure, market dynamics, new technologies, customer demands, business opportunities and challenges, potential acquisitions or unforeseen circumstances, and we will likely need to engage in equity or debt financings in the short term. If we are unable to obtain adequate financing on terms satisfactory to us when we require it, our ability to continue to fund, grow or support our business model and to respond to business challenges could be significantly limited, our business, financial condition and results of operations could be adversely affected, and this may result in bankruptcy or our ceasing operations.
The Company continues to take steps to preserve cash by optimizing costs and negotiating with its suppliers to improve or extend their terms of trade. The Company has been improving its revenue generation by improving the efficiency of its operations and adding multiple, institutional colocation services customers. The Company will continue to seek to optimize its cashflows through these and other initiatives.
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Non-GAAP Financial Measures
The Company reports all financial information required in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information. Adjusted EBITDA, which is a non-GAAP financial measure, is defined by the Company as net loss plus income tax, depreciation and amortization, further adjusted by stock-based compensation, gain/loss on foreign currency, other non-operating income and expenses, change in fair value of derivative assets, provision for doubtful accounts, net of recoveries and loss on deconsolidation.
Adjusted EBITDA should not be considered an alternative to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA may have material limitations as a performance measure because it excludes items that are necessary elements of our costs and operations. In addition, Adjusted EBITDA presented by other companies may not be comparable to our presentation, since each company may define these terms differently.
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Reconciliation of non-GAAP adjusted EBITDA: | ||||||||||||||||
| Net income (loss): | $ | 327,659 | $ | (12,227,738 | ) | $ | (8,004,637 | ) | $ | (41,815,716 | ) | |||||
| Depreciation and amortization | 1,344,767 | 3,607,848 | 4,338,799 | 16,211,516 | ||||||||||||
| Stock-based compensation | (1,400,190 | ) | 5,320,823 | 1,678,575 | 11,275,554 | |||||||||||
| Losses on foreign currency transactions | 337,919 | 352,375 | 1,115,209 | 474,210 | ||||||||||||
| Other non-operating income | (58,555 | ) | (119,526 | ) | (223,313 | ) | (309,209 | ) | ||||||||
| Other non-operating expenses | 877,882 | 1,245,162 | 2,509,036 | 2,318,950 | ||||||||||||
| Change in fair value of derivative asset | 1,201,299 | 789,146 | (721,222 | ) | 878,096 | |||||||||||
| Income tax | 93,808 | (648,857 | ) | 185,984 | 1,044,475 | |||||||||||
| Provision for doubtful accounts | 68,954 | - | 1,046,709 | - | ||||||||||||
| Loss on deconsolidation | - | - | - | 12,444,097 | ||||||||||||
| EBITDA (non-GAAP) | $ | 2,793,544 | $ | (1,680,767 | ) | $ | 1,925,140 | $ | 2,521,973 | |||||||
Critical accounting estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. There have been no material changes to our critical accounting policies and estimates as set forth in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the 2024 Form 10-K.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Our Board of Directors, the Committee(s) thereof and our management team, including our Interim Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e)) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report. Our Board of Directors and management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on this evaluation, our Interim Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2025, including the material weaknesses in our internal control over financial reporting described below. Management’s assessment of the effectiveness of our disclosure controls and procedures is expressed at a level of reasonable assurance because management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Segregation of Duties and Staff Turnover. In prior quarters, we identified an inadequate segregation of duties in place related to our financial reporting and other review and oversight procedures due to the lack of sufficient accounting and other personnel, giving rise to the risk of lack of ability to react in a timely manner to operations issues and to fully meet the requirements of the SEC, GAAP, and the Sarbanes-Oxley Act of 2002 (“SOX”).
During the nine-month period ending September 30, 2025, we have implemented several corrective measures, including the hiring of additional accounting and finance personnel, which has strengthened our overall control environment. These new resources have allowed us to establish sufficient segregation of duties across financial reporting, journal entry preparation and review, account reconciliations and oversight procedures. We believe our actions will help us remediate this material weakness in future periods. We will continue to monitor and test the operating effectiveness of these enhanced controls to confirm their sustainability.
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Controls over the financial statement close and reporting process. In prior quarters, we identified material weaknesses in the design or implementation of controls in the financial statement close and reporting process, including controls related to complex or judgmental accounting transactions, manual journal entries, account reconciliations and financial statement policies and disclosures.
During the nine-month period ended September 30, 2025, we implemented a remediation plan that included hiring and training additional qualified accounting personnel, formalizing monthly and quarterly closing calendars with documented review procedures for reconciliations and manual journal entries, including independent approvals through system workflows, enhancing documentation of key accounting policies, estimates, and disclosure controls, and the implementation of ongoing monitoring and quality-control reviews. We believe our actions and testing will help us sufficiently remediate this material weakness in future periods. We will continue to evaluate and refine these measures and report on our progress.
Information and Technology Controls. In prior quarters, we identified material weaknesses in our information technology (“IT”) general controls, including deficiencies in access to programs and data, program changes, program development, and related IT governance.
During the nine-month period ending September 30, 2025, we have implemented and documented additional IT General Computer Controls (“ITGCs”) including enhanced access controls over programs and data, strengthened change-management and program development procedures, improved segregation of duties and monitoring activities, and formalized ongoing review and documentation processes.
These remediation measures were subjected to management’s review and testing for both design and operating effectiveness, in accordance with SOX requirements. We believe our actions and testing will help us sufficiently remediate this material weakness in future periods. We will continue to evaluate and refine these measures and report on our progress.
Data from third parties. In prior quarters, we identified that the Company had insufficient resources and personnel to fully execute its designed controls to ensure that data received from third parties is validated, complete and accurate. Such data is relied on by the Company in determining amounts pertaining to mining and colocation revenue, net energy benefits, and digital currency assets. During the nine-month ending September 30, 2025, we have implemented additional ITGCs in the areas of access, change management, monitoring, and data backup processes to strengthen validation of third-party data relied upon in financial reporting. We believe our actions and testing will help us sufficiently remediate this material weakness in future periods. We will continue to evaluate and refine these measures and report on our progress.
Fixed asset verification. In prior quarters, we identified a material weakness in fixed asset verification due to limited resources and systems constraints that restricted our ability to fully execute designed controls and track assets, creating a risk around the existence of fixed assets.
During the nine-month period ending September 30, 2025, we addressed these limitations by dedicating additional resources, implementing structured monthly cycle counts and annual wall-to-wall verifications of fixed assets, enhanced reconciliation procedures and strengthen systems application for calculating and recording depreciation expense and to track assets. We believe our actions and testing will sufficiently remediate this material weakness in future periods. We will continue to evaluate and refine these measures and report on our progress.
Management believes that the consolidated condensed financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with generally accepted accounting principles. We rely on the assistance of outside advisors with expertise in these matters in preparing the financial statements.
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Remediation
Our Board of Directors and management take internal control over financial reporting and the integrity of our financial statements seriously. Our management continues to work to find ways to improve its controls related to our material weaknesses. With the oversight of the Board of Directors, the Board Committee(s) and management, the Company plans to continue to progress the remediation of the underlying causes of the identified material weaknesses, primarily through the performance of a risk assessment process; the development and implementation of formal, documented policies and procedures, improved processes and control activities (including an assessment of the segregation of duties); as well as the hiring of additional finance and other personnel for specific roles including financial reporting.
Whilst controls have been implemented across all business processes and are operating, the material weaknesses in our internal control over financial reporting and information technology will not be considered remediated until controls have operated for a sufficient period of time and have been tested for and concluded on for effectiveness. As operating effectiveness testing has not been concluded as of the date of this report, we continue to disclose the material weaknesses.
Remediation efforts for upcoming quarters will be focused on progressing the implementation of the remainder of controls, refining existing controls and validating the effectiveness of implemented controls using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control. We cannot provide any assurance that our remediation efforts will be successful or that our internal control over financial reporting and other business processes will be effective as a result of these efforts. In addition, as we continue to evaluate and work to improve our internal control over financial reporting related to the identified material weaknesses, management may decide to take additional measures to address material weaknesses or modify or update the remediation plan described above.
Changes in internal control over financial reporting
Except for the remedial measures described above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, the Board of Directors and management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that the Board of Directors and management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and certain of its subsidiaries are currently in disputes, which may be in or may lead to litigation. The results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these or other matters could have a material adverse effect on our business, results of operations, financial condition and/or cash flows. For information on these matters, refer to Note 9 — Commitments and Contingencies to the unaudited consolidated condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report. The disclosure set forth in Note 9 relating to such legal matters is incorporated herein by reference.
On July 8, 2025, the Company filed a complaint in the Court of Chancery of the State of Delaware against Mr. Mewawalla captioned Mawson Infrastructure Group Inc. v. Rahul Mewawalla, No. 2025-0789-JTL (the “Mewawalla Action”). The Mewawalla Action seeks to recover damages from Mr. Mewawalla arising out of his alleged breach of fiduciary duties as a director, as well as alleged fraud. Mr. Mewawalla has not filed an answer to the Mewawalla Action, but after an amended complaint was filed by the Company, Mr. Mewawalla filed a one-page motion to dismiss on November 6, 2025. The parties have agreed on a schedule for opening, answering, and filing reply briefs, after which oral argument will be heard by the Court. The Company expects a decision to follow months after the oral argument date.
The Company and its subsidiaries from time to time in the future may be involved in certain litigation related to our businesses. For example, the Company and its subsidiaries receive letters of demand for payments or other correspondence from time to time which could lead to legal proceedings.
Item 1A. Risk Factors
The information in this Form 10-Q should be read in conjunction with the risk factors and information disclosed in the Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025 and August 14, 2025 and the 2024 Form 10-K. Except as set forth below, there have been no material changes to the primary risks related to our business and securities as described in the Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025 and August 14, 2025, and the 2024 Form 10-K under “Risk Factors” in Item 1A.
Risks Related to Our Business
We receive a significant portion of our digital colocation revenues from a limited number of customers. The loss of a major customer could adversely affect our business.
We have in the past and expect to continue to derive a significant portion of our digital colocation revenues from a relatively limited number of customers. The loss of any one or more of these customers, a significant change in their business model, or in their ability to make payments when due, could materially and adversely affect our sales, financial condition and liquidity. These factors are largely beyond our control and the resulting loss in revenues may be difficult or impossible to replace. Recently, we experienced the loss of one of our former most significant colocation customers due to its acquisition by one of our competitors. If we are unsuccessful in offsetting the decline in colocation revenue from this customer with revenue from new colocation customers or other existing customers, our revenues and results of operations could be materially adversely affected.
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Risks Related to our Capital Stock
We are not currently in compliance with the continued listing requirements for Nasdaq. If we do not regain compliance and continue to meet the continued listing requirements, our Common Stock may be delisted and the price of our Common Stock, our ability to access the capital markets and our financial condition could be negatively impacted.
As previously disclosed, on September 12, 2025, the Company was notified that the Panel had determined to grant the Company’s request for continued listing on Nasdaq, subject to the Company timely satisfying certain conditions.
On January 24, 2025, the Company was notified by the Staff of Nasdaq that for the 33 consecutive business days preceding the date of the notice, the Company’s MVLS was less than the $35.0 million minimum required for continued listing under the MVLS Rule and the Company was granted a 180-calendar day period to regain compliance.
On February 6, 2025, the Company was notified that it had reported a closing bid price of less than $1.00 per share for the previous 30 consecutive business days in contravention of the Bid Price Rule and the Company was granted a 180-calendar day period to regain compliance.
As the Company was unable to regain compliance with the MVLS Rule or the Bid Price Rule within the grace periods provided by Nasdaq, the Company was notified that its securities were subject to delisting unless the Company timely requested a hearing before the Panel. The Company timely requested a hearing, at which it presented its compliance plan and requested an extension to demonstrate compliance with the MVLS Rule and the Bid Price Rule.
Following the hearing, on September 12, 2025, the Company received the Panel’s decision, which granted the Company’s request for continued listing on Nasdaq subject to the Company demonstrating compliance with (i) the MVLS Rule by no later than October 15, 2025, and (ii) the Bid Price Rule by no later than November 7, 2025. The Panel’s decision also served to notify the Company that it must provide Nasdaq with prompt notification of any significant events that occur during the Exception Period that may affect the Company’s compliance with Nasdaq’s listing requirements and that the Panel reserved the right to reconsider the terms of the exception based on any event, condition, or circumstance that exists or develops that would, in the opinion of the Panel, make the continued listing of the Company’s securities on Nasdaq inadvisable or unwarranted.
On October 23, 2025, the Company requested (i) an extension of the November 7, 2025 deadline to evidence compliance with the Bid Price Rule through December 4, 2025 and (ii) an extension of the October 15, 2025 deadline to evidence compliance with the MVLS Rule through December 19, 2025. On October 31, 2025, the Company received written notice that the Panel had granted the Company’s request.
There can be no assurance that the Company will be able to regain compliance with either the MVLS Rule or the Bid Price Rule or otherwise maintain compliance with all other applicable criteria for continued listing on Nasdaq. In such case, the Company’s securities would be subject to delisting.
If we are unable to regain compliance and maintain listing on Nasdaq and Nasdaq delists our securities from trading on its exchange, we and our stockholders could face significant negative consequences including: reducing the liquidity and market price of our common stock; reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; decreasing the amount of news coverage of the Company; and limiting our ability to issue additional securities or obtain additional financing in the future. Additionally, the market price of our common stock may decline further, and shareholders may lose some or all of their investment.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Celsius Mining LLC loaned $20.00 million to Luna Squares through the Celsius Promissory Note, which had a maturity date of August 23, 2023, and a total outstanding balance as of September 30, 2025 of $10.5 million. Luna Squares has not repaid the loan as required on the maturity date and is claimed by Celsius to be in default. Celsius Mining LLC transferred to benefit of the Celsius Promissory Note to Celsius Network Ltd. Celsius Network Ltd has notified Luna Squares the default interest is payable. On November 23, 2023, Celsius filed an arbitration proceeding against Mawson, its subsidiaries Luna Squares and Cosmos, asserting various claims related to the alleged breach of the Celsius Colocation Agreement. The Company is pursuing counter claims against Celsius. See Note 9 – Commitments and Contingencies, Celsius Promissory Note and Digital Colocation Agreement to the unaudited consolidated condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report.
The Marshall Loan matured in February 2024 and the total outstanding balance is $11.9 million as of September 30, 2025. MIG No. 1, an Australian entity, has not made a payment on principal and interest since May 2023, despite such payments falling due, and is therefore alleged by Marshall to be in default under the Marshall Loan. MIG No. 1 is also in default of a number of other covenants under the terms of the loan. On March 19, 2024, Mig No.1 was placed into an Australian court appointed liquidation and wind-up process and was deconsolidated for the group from this date.
On March 19, 2024, Marshall appointed receivers and managers in Australia under the terms of their security relating to the Marshall Loan. The direct assets that secure this loan include 5,372 miners and 8 MDCs. These assets are held by MIG No.1 and therefore were included in the deconsolidation. The receiver’s statutory duty includes the obligation to sell the secured assets at market value or, if market value is not known, at the best price reasonably obtainable to maximize the prospects of there being sufficient proceeds available to satisfy the balance of the outstanding secured debt. It is therefore expected that this loan balance will be offset in the future by the amount received from the sale of these miners and MDCs. On June 25, 2024, Marshall inspected and inventoried the miners and MDCs located at the Company’s Midland facilities. The Company is currently not utilizing these miners or MDCs for its operations and has asked Marshall to take these assets out of the Company’s storage. Marshall has not responded to the Company’s request for these miners and MDCs to be removed from the Company’s storage. The Company also reserves and retains all rights against Marshall.
The Company is the guarantor of the W Capital Loan. As of September 30, 2025, AUD $2.3 million (USD $1.6 million) has been drawn down from this facility. The W Capital Loan expired in March 2023 and the Company did not extend the maturity date and has not repaid the loan amount. The Company is therefore considered by W Capital to be in default. This W Capital Loan was originally with Mawson SPL, an Australian entity which was placed into voluntary administration under Australian law on October 30, 2023, and on November 3, 2023, W Capital Advisors appointed receivers and managers in Australia under the terms of their security relating to their working capital facility.
The Company has a Secured Convertible Promissory Note (the “Convertible Note”) with W Capital Advisors Pty Ltd with an outstanding balance of $0.1 million as of September 30, 2025. The Convertible Note matured in July 2023. W Capital Advisors did not convert the note, and the Company has repaid the principal balance of the Convertible Note.
For more information on the above matters, refer to Note 9 - Commitments and Contingencies to the unaudited consolidated condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report. The disclosure set forth in Note 9 is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements
During the fiscal quarter ended September 30,
2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company
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Item 6. Exhibits
| * | Filed herewith. |
| ** | Furnished herewith. |
| + | Management compensatory plan. |
| † | Certain information has been omitted pursuant to Item 601(a)(6) of Regulation S-K. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
| Date: November 14, 2025 | By: | /s/ Kaliste Saloom |
| Kaliste Saloom | ||
| Interim Chief Executive Officer, General Counsel and Corporate Secretary | ||
| (Principal Executive Officer) | ||
| Date: November 14, 2025 | By: | /s/ William Regan |
| William Regan | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
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