BGDE 10-K
Big Digital Energy, Inc. (BGDE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended:
For the transition period from _____________ to _____________
Commission File No.
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $
As of March 31, 2026, there were
TABLE OF CONTENTS
i
INTRODUCTION
Throughout this Annual Report on Form 10-K (this “Annual Report”), unless otherwise indicated, the terms “we”, “us”, “our”, the “Company”, “Mawson” and “our company” refer to Mawson Infrastructure Group Inc., a Delaware corporation headquartered in the United States of America, and its consolidated subsidiaries.
All dollar amounts refer to U.S. dollars unless otherwise indicated.
Statements made in this Annual Report concerning the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms. If we filed any of these documents as an exhibit to this Annual Report or to any registration statement or annual report that we previously filed, you may read the document itself for a complete description of its terms, and the summary included herein is qualified by reference to the full text of the document which is incorporated by reference into this Annual Report.
Unless otherwise indicated, information contained in this Annual Report concerning our industry and the markets in which we operate, including our competitive position and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Item 1A “Risk Factors” below.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report 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 U.S. 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 Annual Report identifies important factors which could cause our actual results to differ materially from those indicated by forward-looking statements, including the factors set forth under Item 1A “Risk Factors” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below. The risk factors included in this Annual Report 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 need to, and difficulty in, raising additional debt or equity capital and the availability of financing opportunities, including through our “at the market” offering program; |
| - | access to reliable and reasonably priced electricity sources; |
| - | 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; |
| - | failure to maintain required compliance to remain eligible for the most cost-effective forms of raising additional equity capital; | |
| - | our ability to obtain reliable power at industry competitive prices. |
iii
| - | the evolution of artificial intelligence (“AI”) and high-performance computing (“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 our revenue expectations for the periods mentioned; |
| - | downturns in the digital assets industry; |
| - | 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; | |
| - | increased competition for land and power sources; and |
| - | material litigation, investigations, or enforcement actions, including by regulators and governmental authorities. |
All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this Annual Report and are expressly qualified in their entirety by the cautionary statements included in this Annual 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.
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PART I
ITEM 1. BUSINESS.
Overview
General
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.
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, with additional 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 only operates facilities in the United States and does not have operating sites in Australia.
Our Products and Services
Mawson has four main businesses:
| ● | Digital Colocation |
| ● | AI and HPC Colocation | |
| ● | Energy Management, and |
| ● | Digital Assets Mining |
1
Digital Colocation Business
Mawson offers customers the opportunity to colocate their specialized computers used in mining digital assets (“Miners”) and other equipment within our facilities. Mawson generates revenue from these customers for their use of our digital colocation services and facilities. We have two types of customer agreements under our digital colocation business. The first type of agreement is a colocation agreement where the customer typically keeps all digital assets such as Bitcoin mined in this manner, while paying Mawson fees for providing digital colocation services. This kind of arrangement can be customized and tailored for each customer’s situation and allows us to supplement or diversify our income streams, while adjusting our risk profile. For example, customers may agree to be charged upfront digital infrastructure fees, minimum fees, and maintenance fees. Such fees can provide upfront benefits, which help to decrease risk in the business, and potentially enables Mawson to have different types of revenue streams. Minimum fees can help generate revenue during more challenging periods in the digital infrastructure markets or when our own digital mining may not be as profitable (for example, due to high energy prices, high network difficulty, and volatility in digital assets prices). The second type of agreement is a profit-sharing agreement where we and our customer split the mined digital asset and the associated costs at mutually agreed proration.
Counter-party risk is a key issue when entering into colocation or profit-sharing arrangements with customers. Mawson employs a number of mitigation strategies to decrease the risks arising from counter-parties depending on the customer agreement, including requiring security deposits and charging upfront fees.
The main factors affecting Mawson’s digital colocation profitability are (in no particular order):
| ● | Reliance on several large, single digital colocation services customers; |
| ● | Ability to acquire competitively priced power and provide competitive digital infrastructure platforms and services; and |
| ● | Ability to hire and retain the talent and employees needed to provide digital colocation services and other functions. |
The Company currently has one colocation services customer contract. Additionally, Mawson has service agreements in place with its customers that it believes provide the terms and protections to drive the profitability of the Digital Colocation business. Mawson also has power agreements in the PJM Energy Market that are expected to provide it the competitive pricing needed for its customers. The PJM Energy Market procures electricity to meet consumers’ demands both in real time and in the near term. Mawson works with the communities in which it is involved to attract and retain the talent and employees needed to run this business.
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AI and HPC Colocation Business
Mawson’s facilities and ready access to power offer other businesses and customers in the AI and HPC markets the opportunity to colocate their specialized computers and graphics processing units (“GPUs”) used for computation and processing purposes and other equipment within our facilities. Mawson expects to generate revenue from these customers for their use of our colocation services and facilities. As with our digital colocation business, we have two types of customer agreements under our AI and HPC colocation business, colocation agreements and profit-sharing agreements. Under colocation agreements, customers expect to pay Mawson a fee for the Company providing its digital infrastructure to operate and optimize their compute processing and performance of their GPUs. Under profit-sharing agreements, we and our customer split the revenue and the associated costs in mutually agreed proportions. Counter-party risk is a key issue when entering into digital colocation or profit-sharing arrangements with customers.
The main factors affecting Mawson’s AI and HPC colocation profitability are (in no particular order):
| ● | Customer concentration amongst AI and HPC customers and markets; |
| ● | Ability to acquire competitively priced power and provide competitive AI/HPC infrastructure platforms and services; and |
| ● | Ability to hire and retain talent and employees needed to provide AI and HPC colocation services and other functions. |
In October 2025, we launched a pilot GPU 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. Since launch, the GPU pilot has outperformed competing marketplace offerings on GPU performance benchmarks for deep-learning tasks, while maintaining competitive bandwidth metrics at a limited scale. Analysis of runtime optimization, pricing dynamics and network placement has contributed to our growing internal technical expertise and stress-tested infrastructure assumptions for future GPU deployments. We continue to refine our listing strategy, expand certification coverage, and collect data in order to accelerate deployment speed and scale in subsequent GPU rollouts.
Energy Management Business
Mawson has developed several energy management program capabilities. To power all the compute at its facilities, Mawson uses substantial amounts of energy. This means that energy is a material input cost for Mawson’s operations. If energy prices are higher, then the cost of running the compute may impact our business. Mawson uses proprietary financial models and analyses, which it is constantly refining, that Mawson utilizes to optimize its participation in the energy management programs and how to adapt its energy usage in line with the needs of the grid.
If Mawson decides to curtail its energy use, then during these periods Mawson’s other revenue may be reduced but should be supplemented by the payments provided by its energy management programs revenue. In addition to energy hedges and derivatives that Mawson may be able to purchase, Mawson participates in demand response programs. Demand response programs leverage the timely reduction of energy use by our facilities to benefit other power customers. These demand response programs may compensate Mawson for periods of curtailment and can generate additional revenues for Mawson during times of higher energy prices.
Further, because Mawson can be flexible in the way it operates its digital infrastructure and how it uses energy, Mawson can contribute to electricity grid stability by providing demand for energy producers when aggregate power demand is low, and then lowering its own usage when aggregate power demand is high.
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The main factors affecting Mawson’s energy management profitability are (in no particular order):
| ● | Reliability and level of sophistication of its economic analysis; |
| ● | Reliability and dependability of software used for energy management; |
| ● | Ability to acquire appropriate hedge contracts; |
| ● | Access to power providers programs; and |
| ● | Regulatory or other changes. |
Mawson works closely with PJM Energy Market participants and others to help ensure Mawson stays up to date with the latest power provider programs. Mawson closely monitors the power markets and pricing in order to identify ways to maintain or enhance its profitability from potential opportunities. Mawson tracks various stakeholders in the market to monitor changes in the market and environment that could potentially impact the energy management business.
Digital Assets Mining
Digital asset mining involves the use of Miners to solve algorithmic problems, for example to update the distributed or decentralized ledger of Bitcoin transactions securely. In return for providing this security to the Bitcoin ledger, Miners are rewarded with Bitcoin. The decentralized ledger is the key innovation of the Bitcoin protocol. It is a public ledger that can be viewed by anyone with specialist knowledge and is typically kept by more than one entity. An example of a centralized ledger would be a ledger of bank account transactions kept by a financial institution.
As of the date of this Annual Report, Mawson operates its own digital asset Miners in data center facilities located in Pennsylvania.
Miners perform computational operations to solve specific computing problems in support of the Bitcoin network. The computing power is called “hash rate” and is measured in “hashes per second.” A “hash” is the computation run by the mining hardware in support of the blockchain security; therefore, a Miner’s “hash rate” refers to the rate at which it is capable of solving such computations. The original equipment used for mining Bitcoin utilized the Central Processing Unit (“CPU”) of a computer to mine various forms of digital assets. Due to performance limitations and growing competition to mine Bitcoin, CPU mining was rapidly replaced by the GPU, which was in turn replaced by Application-Specific Integrated Circuit (“ASIC”) Miners. These ASIC Miners are designed specifically for the task of solving computing problems in support of the Bitcoin network, which maximizes the rate of hashing operations. Hash rate is a measure of the processing speed of a Miner. Mawson’s hash rate is the total sum of its Miners’ hash rates. Similarly, the sum total of all Miners actively trying to solve a block in the Bitcoin network is known as the “Network Hash Rate.” If more competitors add hash rate to the Network Hash Rate, then Mawson must also increase its own hash rate if it wants to ensure that the amount of rewards it receives over time remains the same or similar. Mawson can increase its hash rate in a number of ways, including by acquiring and operating more Miners, ensuring that as many of its Miners are online and operational at all times, and by increasing the hashing capability of its Miners (for example, by providing optimal operating conditions and maintenance). By operating more Miners, Mawson will also most likely increase the amount of power it requires to operate the Miners, thus increasing its costs. The Network Hash Rate can also decline from time to time, which means that Mawson’s hash rate relative to the Network Hash Rate would increase (if Mawson continued to deploy the same amount of hash rate), increasing the chance that Mawson will be rewarded with Bitcoin. As Mawson increases its hash rate, it increases its chance of solving a particular problem and earning the right to place a block on the blockchain at the same time as earning a Bitcoin reward, as well as earning any potential transaction fee. As the global network has modernized and become more efficient, the hash rate required to regularly solve for a block (that is, the “network difficulty”) has increased significantly, leading to Bitcoin Miners acquiring larger fleets of more efficient Miners. The expanding fleets of Miners generally require more electrical power. Increased use of electrical power increases the cost of solving a block and, therefore, the relative cost of mining Bitcoin, unless newer, more efficient Miners are acquired to meet increased network difficulty. This increase in network difficulty also means that it can become harder for individual mining operations to find a block and earn any reward or transaction fees for their mining efforts. Individual Bitcoin Miners risk going for extended periods of time without earning any Bitcoin rewards.
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To facilitate the earning of Bitcoin rewards, most Miners, including Mawson, will join a “mining pool” (that is a group of other Miners). A large group of Miners with greater hashing power is more likely to earn a digital assets reward. The members of the mining pool then receive Bitcoin rewards on a pro rata basis based on total hashing capacity they contributed to the mining pool. This is intended to reduce the variance of our Bitcoin rewards, and therefore revenue, generation.
Mawson routinely liquidates any mined Bitcoin. Mawson’s strategy is to operate as a mining operation, rather than a digital assets investment company. This means that Mawson regularly liquidates its Bitcoin holdings for traditional fiat currency. Mawson sells Bitcoin through an exchange hosted by Crypto.com on a regular basis.
The main factors affecting Mawson’s self-mining profitability are (in no particular order):
| ● | The market price of Bitcoin; |
| ● | The reward Mawson earns for its mining operations; |
| ● | Changes in the Network Hash Rate; |
| ● | Type of hardware, such as types of Miners, used and deployed; |
| ● | The cost of land, or leases or other operational costs; and |
| ● | The cost of power. |
There is a risk that a change in any of these factors could have a detrimental effect on Mawson’s business. While Mawson takes steps to mitigate these risks, they cannot be avoided altogether. In particular, the market price of Bitcoin is highly volatile and has historically been subject to significant fluctuations over a short period of time. In addition, the reward for Bitcoin mining is scheduled to halve approximately every four years, a feature of the Bitcoin protocol known as a “halving”. The Bitcoin blockchain has undergone four halving events since inception, on November 28, 2012, July 9, 2016, May 11, 2020, and April 19, 2024. The initial 50 Bitcoin block reward has been reduced to 3.125 Bitcoin following the most recent halving. The next halving is anticipated to occur in 2028. This process will continue until the total number of Bitcoin issued reaches 21 million, which is expected to be around the year 2140. Bitcoin’s price has appreciated following halving events due to reduced issuance in the past, but there is no guarantee that such price behavior will occur again or follow the same timing. Mining economics are also affected by changes in network “difficulty”, which adjusts approximately every two weeks to regulate the pact of block production. When Bitcoin’s price rises, more Miners typically join the network, which increases hashrate and pushed difficulty higher. When the price falls, difficulty can decline as the pool of Miners that exists is less efficient. Mining profitability depends on Bitcoin’s price, block rewards and these competitive difficulty adjustments.
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Strategy
Part of Mawson’s strategy is to identify and secure new development sites for future digital infrastructure facilities which meet our investment criteria. Before committing to a site, Mawson considers a range of investment criteria, including factors such as climate, community acceptance of digital mining operations, secure tenure through long term leases, or the ability to acquire sites, the existence of energy demand response programs which Mawson can participate in, the ability to secure low cost, stable, low carbon or carbon-neutral sustainable power, labor and skills availability, local taxation regimes, and proximity to Mawson’s existing supply chains and operations.
Environment and Sustainability
Digital asset mining, AI and HPC require a large amount of computing power, which in turn requires a large amount of electricity. At Mawson, we recognize the important role digital asset mining, AI and HPC can play in supporting the energy grid and we seek to utilize and support renewable or sustainable energy sources. We hope to support the growth of further renewable or sustainable power into the grid. We also enter into arrangements where we may be compensated in certain circumstances if we curtail, reduce or cease our energy usage. Typically, this will occur when energy prices spike, and the mining of Bitcoin may become unprofitable. In this way we can provide stability to the energy grid by reducing our demand on renewable or sustainable energy at times of peak usage, or low supply, potentially reducing prices for other users.
Equipment Sales products and services
Mawson will from time to time opportunistically sell hardware that it has acquired, whether used or unused, which is surplus to its requirements, or in order to fund newer and better equipment. Hardware that Mawson would typically sell includes Miners, transformers and/or modular data centers (“MDCs”).
Suppliers
Mawson engages a range of suppliers for access to hardware and software required to mine Bitcoin, provide colocation services and for its energy management program. This includes the manufacturers of the Miners, MDCs, and transformers. Mawson enters into Power Purchase Agreements (“PPA”) with its power suppliers that set out the terms and duration of the supply of power.
Government Regulation
Government regulation of AI/HPC and digital assets is being actively considered by the U.S. government (both at the federal and state levels), by non-U.S. governments, and by their agencies and regulatory bodies.
Regulations may substantially change in the future, and it is presently not possible to know or predict how new regulations will apply to our businesses, or when they will be effective. As the regulatory and legal environments evolve, we may become subject to new laws and further regulation by the SEC and other agencies, which may affect our mining and other activities. For additional discussion regarding the potential risks existing and future regulation pose to our business, see Item 1A “Risk Factors” herein.
Competition
The AI/HPC and digital assets industry and market is dynamic and global. In addition, the Bitcoin mining network is made up of a variety of competitors, from individual “sub-scale” hobbyists to large, publicly listed mining operations. We compete with other digital asset mining companies directly for the acquisition of new Miners and raising capital. Bitcoin Miners, including Mawson, also compete with more traditional industries, for example when obtaining the lowest cost, sustainable electricity or access to sites with reliable sources of power. Many Bitcoin mining operations are not publicly operated, and therefore data is not readily available.
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Publicly Listed companies operating comparable businesses include:
| ● | MARA Holdings, Inc. | |
| ● | Core Scientific, Inc. | |
| ● | Applied Digital Corporation | |
| ● | Cipher Mining Inc. | |
| ● | Hut 8 Mining Corp. | |
| ● | CleanSpark, Inc. | |
| ● | Riot Platforms, Inc, | |
| ● | Bitdeer Technologies Group | |
| ● | BitFuFu, Inc. | |
| ● | Bitfarms Ltd | |
| ● | HIVE Digital Technologies Ltd. | |
| ● | TeraWulf, Inc. | |
| ● | Ionic Digital Inc. |
Human Capital
Our employees and talent are critical to our success. As of December 31, 2025, we had 33 full-time employees. Our employees utilize software and technology to run and optimize our operations and digital infrastructure. We also use contractors where practical and further rely on the expertise of our external contractors, including legal, audit, financial, IT and compliance consultants, who may be engaged on a time basis, or on a project basis.
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Our future success has significant dependence on the performance and continued service of our management team and key employees. Our success and growth may be influenced by our ability to attract, retain and motivate qualified personnel. We compete for scarce qualified management and other personnel in a highly competitive industry and market. Our competitors may offer higher compensation or better opportunities than we can. We may need to hire additional qualified personnel and any failure to attract, retain or motivate key personnel could adversely affect our business and operating results. Currently we have limited personnel in our organization to meet our organizational, operating and administrative demands. For additional discussion regarding the potential risks relating to our ability to attract and retain qualified personnel, see Item 1A “Risk Factors” herein.
ESG
Governments around the world have been introducing new energy policies and legislation in response to climate change and energy security.
Any legislative changes regarding climate change or energy security could add significant burden and costs to our business, including taxes, or other costs related to making our energy consumption more efficient and lower impact on the environment, environmental monitoring and reporting, and other costs to comply with such changes. Further, there could be reputational damage to our business caused by increased negative publicity surrounding digital assets, AI and HPC and the apparent effects on the environment. If power costs rise so high as to put certain industries at risk, legislators may intervene in energy markets to direct energy to certain industries. Price caps could be introduced which may have long-term effects on power prices. If fossil fuel projects are not allowed to proceed, then this may have an effect on power prices if sustainable or renewable energy is insufficient or unreliable.
Corporate Information
We are a corporation incorporated in Delaware in 2012. Shares of Mawson’s common stock, par value $0.001 per share (“Common Stock”) have been listed on The Nasdaq Capital Market since September 29, 2021. Our principal place of business is 950 Railroad Avenue, Midland, Pennsylvania 15059. Our contact email is [email protected], and our website is www.mawsoninc.com.
Available Information
Our investor relations website and corporate information is available at www.mawsoninc.com. The information on, or that may be accessed from, our website is not a part of this Annual Report. Available on this website, free of charge, are the reports that we file or furnish with the SEC, corporate governance information (including our Code of Ethics and Business Conduct) and select press releases and other relevant information.
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ITEM 1A. RISK FACTORS.
RISK FACTORS
An investment in our securities involves a high degree of risk. You should consider carefully the following information about these risks, together with the other information contained in this Annual Report, including the risks and uncertainties addressed in the sections entitled “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, before making an investment decision. Our business, prospects, financial condition, and results of operations may be materially and adversely affected as a result of any of the following risks. The value of our securities could decline as a result of any of these risks. You could lose all or part of your investment in our securities. Some of the statements in “RISK FACTORS” are forward-looking statements. The following risk factors are not the only risk factors facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects, financial condition, and results of operations and it is not possible to predict all risk factors, nor can we assess the impact of all factors on us or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in or implied by any forward-looking statements.
Summary of Risk Factors
Our business is subject to a number of risks, including risks that may adversely affect our business, financial condition, and results of operations. These risks are discussed more fully below and include, but are not limited to, risks related to:
Risks Relating to Our Business and Management
| - | our history of incurring losses; |
| - | our need to, and difficulty in, raising additional capital and repossession of collateral securing current loans in default; |
| - | the potential of being delisted from Nasdaq; |
| - | downturns in the digital assets industry; |
| - | inflation; |
| - | increased interest rates; | |
| - | the inability to procure needed hardware; | |
| - | risks associated with our expansion into the Artificial Intelligence (“AI”) and High-Performance Computing (“HPC”) markets; | |
| - | the failure or breakdown of mining equipment; |
| - | outages and limitations of internet connectivity; |
| - | access to reliable and reasonably priced electricity sources; |
| - | cyber-security threats; |
| - | our ability to obtain proper insurance; |
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| - | the prices of digital assets; |
| - | our reliance on a small number of key employees; |
| - | our failure to effectively manage our growth including not growing or improving our current hashrate; |
| - | the competitiveness of the digital assets mining, AI and HPC industry; |
| - | global climate change and related environmental regulations; |
| - | the potential cancellation or withdrawal of required operating and other permits and licenses; and |
| - | banks and other financial institutions ceasing to provide services to people in our industry, whether through choice or due to their own insolvency or failure. |
Risks Relating to Digital Assets Mining, Bitcoin Price and Technology
| - | changes to the Bitcoin network’s protocols and software; |
| - | the manipulation of the blockchain by malicious actors; |
| - | failures of the Bitcoin network to be properly monitored and upgraded; |
| - | the decrease in the incentive to mine Bitcoin; |
| - | an increase in the network difficulty; |
| - | the increase of transaction fees related to digital assets; |
| - | the downward pressure on the price of Bitcoin created by firms selling their Bitcoin; |
| - | political or economic crisis or change; |
| - | the fraud or security failures of large digital asset exchanges; |
| - | the further development and acceptance of digital asset networks and other digital assets; |
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| - | future digital asset and digital currency development; and |
| - | the development of quantum computing, and other new technologies. |
Risks Relating to Laws, Regulatory Frameworks, and Legal Action
| - | regulatory changes and changes in interpretations of existing regulations, including for digital assets like Bitcoin, or Bitcoin mining itself (including the imposition of taxes, limits on mining (or power usage), or new licensing regimes); |
| - | our ability to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002; |
| - | future developments regarding the treatment of digital assets for U.S. federal income and foreign tax purposes, or other taxes on Bitcoin mining; |
| - | regulatory intervention by governments impacting the right to mine, acquire, own, hold, sell, exchange or use Bitcoin or other digital assets; | |
| - | additional legislation or guidance may be issued by U.S. and non-U.S. governing bodies that may differ significantly from our practices or interpretation of the law, which could have unforeseen effects on our financial condition and results of operations; | |
| - | legislative, regulatory and litigation threats regarding climate change and energy conservation, legislative, regulatory and litigation threats regarding climate change and energy conservation; | |
| - | changes to laws regarding the operation of exchanges by third parties may make the business model unsustainable and may lead to an inability to exchange mined Bitcoin for fiat currency efficiently; and | |
| - | material litigation (including with our lenders and counter-parties counterparties), investigations or enforcement actions by regulators and governmental authorities. |
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Risks Relating to Our Business and Management
We have incurred operating losses since inception.
During the time we have operated we have incurred net losses. We expect to continue to incur losses for the near future, and these losses may likely increase as we pursue our growth strategy. If we do not achieve our operational objectives, and if we do not generate sufficient cash flow and income, our financial performance and long-term viability may be materially and adversely affected. Our inability to achieve and then maintain profitability would negatively affect our business, financial condition, results of operations and cash flows.
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.
Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise affect our businesses.
We continually review our operations with a view toward reducing our cost structure, including, but not limited to, reducing our labor cost-to-revenue ratio, improving process and system efficiencies and increasing our revenues and operating margins. Despite these efforts, we have needed and may continue to need to adjust our business strategies to meet these changes, or we may otherwise find it necessary to restructure our operations or particular businesses or assets. When these changes or events occur, we may incur costs to change our business strategy and may need to write down the value of assets or sell certain assets. Additionally, any of these events could result in disruptions or adversely impact our relationships with our workforce, suppliers and customers. In any of these events our costs may increase, and we may have significant charges or losses associated with the write-down or divestiture of assets and our business may be materially and adversely affected.
We will need to raise substantial additional capital to continue our operations and execute our business strategy, meet our debt service obligations and execute our business strategy, and 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.
We have a history of losses from operations, we expect potential negative cash flows from our operations to continue for the foreseeable future, and we expect that our net losses will continue for the foreseeable future as we seek to increase the efficiency of our operations, find new colocation customers, and grow the size of our self-mining operations. These circumstances raise substantial doubt about our ability to continue as a going concern. Our financial statements as of December 31, 2025, have been prepared on the basis that we will be able to continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. At December 31, 2025, our accumulated deficit was $252.5 million, our cash and cash equivalents were $13.3 million, we had negative working capital of $31.3 million, and we had an aggregate of $25.2 million of debt.
Advancing our future plans will require substantial additional investment. Based on our current operating plan estimates, we do not have sufficient cash to satisfy our working capital needs and other liquidity requirements over the next 12 months from the date of this Annual Report. We will need to raise substantial additional capital in the near term to continue to fund our operations, meet our debt obligations and execute our current business strategy. The amount and timing of our capital needs have and will continue to depend on many factors, as discussed further below as well as under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources.”
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We have several notes in default which can subject collateral to seizure and otherwise impact our ability to use the collateral in our operations as well as affect our ability to raise capital. Additional capital may not be available to us, or even if it is, the cost of such capital may be high or even uncommercial. We may be forced to obtain additional capital when our stock price or trading volume or both are low, or when the general market for digital assets, AI or HPC companies is weak. Raising capital under any of these or similar scenarios, if we can raise any at all, may lead to significant dilution to our existing stockholders. We may be forced to sell assets to raise capital, and we may not be able to realize the full value of those assets at the time of sale.
If we cannot raise adequate additional capital when needed, we may be forced to reorganize or merge with another entity, sell or monetize assets, file for bankruptcy, or cease operations. If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which they are carried on our financial statements, and our stockholders may lose all or part of their investment in our Common Stock.
We are exploring and evaluating strategic options and capital-raising transactions. We cannot assure you that our evaluation of strategic options will result in any particular outcome, and the perceived uncertainties related to Mawson could adversely affect our business and our stockholders.
We expect to continue to consider and evaluate potential strategic options and capital-raising transactions including, among other things, dispositions of certain businesses and assets and significant equity investments in us by third parties. Any capital-raising through equity or convertible debt could result in significant dilution to existing stockholders. In addition, newly issued securities may have rights, preferences, or privileges senior to those of our common shares.
The process of reviewing potential strategic opportunities may be time consuming, distracting and disruptive to our business operations. Our management may devote significant time, and we may incur substantial costs in pursuing, evaluating and negotiating potential strategic options or capital-raising transactions and those efforts may not prove successful on a timely basis, or at all.
Any potential transaction may be dependent on a number of factors that may be beyond our control, for example, market conditions, industry trends or acceptable terms. We may ultimately determine that no transaction is in the best interest of our stockholders and there can be no assurance that we will pursue or enter into any transaction at all. There can be no assurance of the impact to the value of our Common Stock after the announcement or consummation of any strategic transaction. In addition, any perceived uncertainty regarding our future operations may limit our ability to retain or hire qualified personnel.
We do not currently intend to disclose further developments with respect to this process, unless and until our Board of Directors (the “Board”) approves a specific transaction or otherwise concludes the review of strategic options. If we are unable to effectively manage the strategic review process, our business, financial condition, liquidity and results of operations could be adversely affected.
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We have experienced management turnover, including turnover of our top executives, which creates uncertainties and could have an adverse effect on our business.
The responsibility of the direction and operation of our business relies heavily on a small number of key people, including our Interim Chief Executive Officer and our Chief Financial Officer. If any of our key employees cease their involvement in our business or, in the unfortunate situation one or more of them are seriously injured or dies, this loss would have a significant and likely adverse impact on us.
We have experienced changes to our executive leadership, including the appointment of Kaliste Saloom as our Interim Chief Executive Officer in June 2025 and departure of Rahul Mewawalla as our Chief Executive Officer and President in July 2025.
Although we have endeavored to implement these management transitions in a non-disruptive manner, such transitions can be inherently difficult to manage and may hamper our ability to meet our financial and operational goals. Such changes may also give rise to uncertainty among our customers, investors, suppliers, employees and others concerning our future direction and performance. Any of the foregoing could result in significant disruptions to our operations and may adversely affect our financial condition, results of operations, cash flows and ability to execute on our business plans.
Inflation in the global economy could negatively impact our business and results of operations.
Inflation in the United States and around the world has risen to levels not experienced in recent decades. Inflation, including rising prices for energy, metals, components, and other inputs as well as rising wages negatively impact our business by increasing our operating costs. As a result of inflation, we have experienced and may continue to experience, cost increases. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations, and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.
We or our suppliers may not be able to procure or repair hardware that is required in our operations.
Our business relies on digital assets-specific hardware such as the Miners, and containers in which to operate the Miners, and also more general plant and equipment such as transformers, breakers, power boards exhaust fans, deflectors, monitoring equipment and many other parts. If we are unable to procure such hardware, or replacement parts (at commercial prices, or at all), or they are delayed, our operations may be adversely affected which would likely have a material adverse effect on our business, financial condition, results of operations and prospects. If the manufacturers of such hardware are unable to obtain materials or components themselves, they may experience manufacturing delays or have to cease manufacturing altogether. Supply chain disruptions may also occur from time to time due to a range of factors beyond our control, including, but not limited to, increased costs of labor, freight costs and raw material prices along with a shortage of qualified workers.
There are a small number of major suppliers of Miners globally, and Miner manufacturing is located primarily in China. If we, or our customers, were unable to source Miners from those suppliers (for example due to overwhelming global demand for Miners, or due to geopolitical tensions, or war) at a commercial price, or at all, this would have a materially adverse impact on our business, financial condition, results of operations and prospects. Even if the suppliers have agreed to supply us with Miners, they may fail to supply the Miners due to their inability to manufacture sufficient Miners due to a shortage of components or resources such as semiconductors, a default, insolvency, a change in control, or change of laws (including export/import restrictions, quotas or tariffs).
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Trade policies such as export/import restrictions, quotas or tariffs may reduce the ability of our suppliers to supply us with Miners or create a shortage or lack of components necessary for their manufacture or repair. Beginning in 2025, the U.S. government announced significantly increased tariffs on foreign imports into the U.S. from certain countries, including China, Canada and Mexico, and in some cases threatened to impose additional tariffs. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Miners that we source from China and other mining hardware that we source from outside the U.S. may be subject to these tariffs. If these tariffs are imposed, or if retaliatory trade measures are taken by foreign countries in response to additional tariffs, it could have the impact of increasing the aggregate purchase cost of those commodities or reducing the supply of available commodities, which could have an adverse effect on our business and results of operations.
Additionally, the government of China in particular exerts a high level of influence and control over its economy and businesses (private and state owned). There have been various examples of government policies, decisions, laws and intervention into particular industries. Changes in any of these policies, laws and regulations, or the interpretations thereof, as they relate to the mining hardware suppliers, could have a negative impact on our business.
Additionally, if our electricity suppliers are negatively affected by the international supply chain issues, they may not be able to maintain or grow their facilities and may not be able to supply us with power, or we may be unable to source extra power in the future to enable our growth. This would likely have a material adverse effect on our business, financial condition, results of operations and prospects.
Such supply chain disruptions have the potential to cause material impacts to our operating performance and financial position if the delivery of equipment for our facilities is delayed.
The Company’s expansion into the AI and HPC markets may present increased liability and additional risks to our business.
While the Company does not run AI and HPC workloads for its own purposes, it offers infrastructure for potential customers. As such, the Company may be indirectly exposed to risks in the AI and HPC space, including:
| 1. | Regulatory Uncertainty. Many countries have not yet established comprehensive AI regulations, creating uncertainty that can impact future development, deployment, and compliance costs. |
| 2. | Compliance with Privacy Laws. AI companies must address compliance with data protection regulations, such as the EU’s General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), as these laws significantly impact AI applications that process personal data. |
| 3. | Technology and Data Dependencies. There is a risk of dependency on vast datasets for training AI models and obtaining quality data could become more difficult due to legal restrictions or competitive factors. |
| 4. | Cybersecurity. AI systems, like all other IT systems, are vulnerable to cyber-attacks, data breaches, intellectual property theft, and malicious manipulation of AI models. |
| 5. | Litigation and Intellectual Property. Intellectual property disputes over algorithms, AI models, and proprietary datasets are common concerns. Legal challenges or patent disputes could negatively impact AI companies’ operations. |
| 6. | Reputational Risks. Public trust in AI is in flux and could be undermined by high-profile failures, ethical concerns, or regulatory sanctions. This could affect consumer adoption and AI companies’ images and reputations. |
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Mining equipment is prone to breakdown, fail or become obsolete.
Miners and related mining equipment used to mine digital assets are sophisticated machines and may be operated over two years or longer. They are thus prone to breakdown and may not function at any given time. Any downtime of a significant number of our Miners and mining equipment will have a direct impact on us as they would not be performing their role. This could occur due to an accident on site, or during transportation of a large number of Miners.
A number of factors drive the adoption of ever more efficient Miners in the Bitcoin mining industry, including energy prices, the fact that the Bitcoin algorithm was designed so that as more computing power is added to the network, the difficulty to mine for each block increases, and halving events. Over time older mining equipment becomes less and less profitable, and like most computing hardware, eventually becomes obsolete. Mawson’s fleet has not been materially renewed for a number of years, which means that a number of factors could render its self-mining fleet obsolete, including a significant increase in difficulty, halving events, or simply wear and tear on the machines rendering some or all of them uncommercial, or inoperable.
Any extended outage or limitation of an internet connection at our sites could materially impact our operations and financial performance.
A secure, reliable and fast internet connection is required for our Miners to validate and verify Bitcoin transactions, secure transaction blocks and add those transaction blocks to the Bitcoin blockchain. Any extended downtime, bandwidth limitations or other constraints may reduce our ability to use our Miners support transactions on the Bitcoin network, and therefore reduce our ability to earn block rewards. In addition, global climate change could result in certain types of natural disasters occurring more frequently or with more intense effects. Any such events may result in Miners being subject to internet service disruptions or outages. The effects of any such events could have a material adverse effect on our operating results and financial condition.
Access to reliable electricity sources at reasonable prices is critical to our growth and profitability.
Our operations require significant amounts of electrical power. If we are unable to continue to obtain sufficient electrical power on a cost-effective basis, we may not be able to realize the anticipated benefits of our significant capital investments. If power prices increase this will likely materially impact whether we can generate Bitcoin profitably, and how much net energy benefits we will be entitled to.
Our data infrastructure requires developed land, preferably close to sustainable and reasonably priced electricity sources. If we are unable to acquire rights to use such land or lose the rights to the land we currently lease or occupy, this would likely mean that we would lose access to the relevant supply of electricity. A lack of access to electricity would significantly impact the profitability and viability of our business.
Additionally, our operations could be materially adversely affected by prolonged power outages. The potential physical effects of climate change could result in power outages occurring more frequently. We may have to reduce or cease our operations in the event of an extended power outage, or as a result of the unavailability or increased cost of electrical power. If this were to occur, our business and results of operations could be materially and adversely affected.
Cyber-security threats pose a challenge to our business, including the safekeeping of our digital assets, and a risk of reputational damage.
Mawson, like almost all businesses around the world, is subject to malicious attempts to penetrate its systems. We take measures to protect our operations and our digital and physical assets from unauthorized access, damage or theft; however, it is possible that the security system may not prevent improper access to, or damage or theft of our assets. A security breach could harm our reputation or result in the loss of some or all of our assets, or an inability to operate. A resulting perception that our measures do not adequately protect our assets could adversely affect our business, financial condition, results of operations and prospects.
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We routinely liquidate digital assets so as to minimize our risks against theft, loss, destruction or other issues relating to hackers and technological attack of digital assets in our possession. We have methods of monitoring and ensuring that our Miners are directing hashrate to the correct pools and that any Bitcoin produced is sent to the intended recipient. Nevertheless, this security system may still be penetrated and may not be free from defect or immune to acts of God, and any loss due to a security breach, software defect or act of God will be borne by us.
The security system and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee, or otherwise, and, as a result, an unauthorized party may obtain access to our private keys, data or Bitcoins. Additionally, outside parties may attempt to fraudulently induce employees of ours to disclose sensitive information in order to gain access to our infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our security system occurs, the market perception of the effectiveness of our security system could be harmed, which could adversely affect our business, financial condition, results of operations and prospects. In the event of a security breach, we may also be forced to cease operations, or suffer a reduction in assets, the occurrence of each of which could adversely affect us.
We may not have, or be able to obtain or maintain, relevant business insurance.
Due to the industry in which we operate, we may not be able to obtain or maintain some types of insurance that operators of similar businesses in other industries would usually obtain, at commercially viable premiums, or at all.
The sale of our digital assets to pay expenses at a time of low digital asset prices could adversely affect our business.
We routinely liquidate digital assets. This may mean that we sell digital assets at a time when the prices on the respective digital asset exchange market may be low, which could adversely affect our business, financial condition, results of operations and prospects.
If we fail to grow our hash rate and to effectively manage the renewal of our Miner fleet and other plant and equipment, we may be unable to compete, and our results of operations could suffer.
Generally, a Bitcoin Miner’s chance of solving a block on the Bitcoin blockchain and earning a Bitcoin reward is a function of the Miner’s hash rate (i.e., the amount of computing power devoted to supporting the Bitcoin blockchain), relative to the global network hash rate. As greater adoption of Bitcoin occurs, we expect the demand for Bitcoin will increase further, drawing more mining companies into the industry and thereby increasing the global network hash rate. As new and more powerful Miners are deployed, the global network hash rate will continue to increase, meaning a Miner’s chance of earning Bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry.
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Accordingly, to maintain our chances of earning new Bitcoin rewards and remaining competitive in our industry, we must seek to continually add new Miners to grow our hash rate at pace with the growth in the Bitcoin global network hash rate. However, as demand has increased and scarcity in the supply of new Miners has resulted, the price of new Miners has increased sharply, and we expect this process to continue in the future as demand for Bitcoin increases. Therefore, if the price of Bitcoin is not sufficiently high to allow us to fund our hash rate growth through new Miner acquisitions and if we are otherwise unable to access additional capital to acquire these Miners, our hash rate may stagnate, and we may fall behind our competitors. If this happens, our chances of earning new Bitcoin rewards would decline and, as such, our results of operations and financial condition may suffer.
As our digital assets reach the end of useful life (such as our Miner fleet) we will need to plan for their replacement. Replacing our mining fleet will require significant capital which the Company does not currently have. If we are unable to raise sufficient capital and replace or renew our mining fleet, we may not be able to mine for Bitcoin on a commercial basis. This may force us to consider other business options, such as to expand our colocation business, however, even if successful, these alternative business options may not generate the same level of profit or income as self-mining.
Digital assets mining is a highly competitive industry.
The digital assets mining industry is highly competitive, especially for Bitcoin, and there are several competitors who are considerably larger than Mawson, and who have operated for longer in the industry. With this size and operating history likely comes greater resources (financial, human, and technical), greater brand recognition and reputation, stronger business relationships, and economies of scale. We expect existing competitors will expand their operations, new competitors will enter the industry, and some competitors will merge to create even stronger competitors. The digital asset mining industry is global. If the amount of competing computational power in the Bitcoin network increases, then the difficulty of the mining process increases, which may lead to lower Bitcoin rewards for Mawson.
If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results and financial condition could be adversely affected.
Global climate change may have an adverse effect on our business operations and financial position.
Changes in climate and its effect on the environment such as changes in heat, humidity, snow, rainfall, weather patterns, water supplies and shortages, sea level and changing temperatures could have an adverse effect on our operations and financial performance. The potential physical effects of climate change on our operations, if any, are highly uncertain.
Extreme weather events may:
| ● | cause damage to one or more of our modular data centers (that house our Miners) and therefore reduce our ability to maximize the performance of or operate the Miners; |
| ● | affect the delivery times of equipment ordered from our manufacturers and therefore impact our financial forecasts which were scheduled for a certain period of time; or | |
| ● | cause power disruptions or cuts to our Miners, reducing operating times and the performance of the Miners. |
Banks and financial institutions may cease to provide financial services to persons involved in digital assets transactions.
Banks and other financial institutions can and have made legal and risk-based decisions to not accept customers such as digital assets investors or businesses that engage in Bitcoin-related activities or that accept Bitcoin as payment. This may be because it would be illegal for them to do so, or in situations where the legal position is unsure, but subject to material risk. If we, or our major business partners (e.g. exchanges, mining pools, or Miner suppliers) are unable to obtain banking services, this will cause material business disruption and loss and damage to our business. If it occurs to a significant number of Bitcoin users, investors and traders, this may lead to a loss of confidence in Bitcoin and its value, leading to a fall in the Bitcoin price.
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Risks Relating to Digital Assets and Technology
The digital assets industry and pricing can be volatile.
The pricing of digital assets, such as Bitcoin, has proven to be volatile, characterized by periods of extreme upturns and downturns that have lasted over lengthy time periods multiple times in digital assets’ history. A falling Bitcoin price directly affects our ability to generate revenue, which can affect our ability to meet our financial obligations. Further, volatility in energy prices has often resulted in the major input cost to generate Bitcoin increasing.
The price of Bitcoin can fluctuate due to investment and trading sentiment amongst users, speculators, and investors for a range of reasons, including changes in interest rate settings, or negative or positive publicity (for example due to legal proceedings or losses to Bitcoin investors due to fraud or cyber-attacks on a digital asset exchange or online wallet). Large holders of Bitcoin may be able to effect large price swings, especially if they were to liquidate their holdings, which would likely cause the price of Bitcoin to fall. A fall in the price of Bitcoin will have a negative impact on our revenues. The prices that we receive for our Bitcoin depend on numerous market factors beyond our control. Due to the highly volatile nature of the price of Bitcoin, our historical operating results have fluctuated, and continue to fluctuate, significantly from period to period. Mawson does not use derivatives to hedge Bitcoin prices.
Corporate collapses of important companies in the Bitcoin ecosystem, such as exchanges, funds, lenders, wallet providers and so on, or other digital assets can also have an impact on confidence and the Bitcoin price.
We are also exposed to the effect a falling price can have on our counterparties, including the exchanges we use and our colocation customers. In particular, in July 2022, Celsius Networks, LLC and Celsius Mining LLC, filed for Chapter 11 bankruptcy. A subsidiary of Mawson, Luna Squares LLC, remains an unsecured creditor of Celsius Mining LLC (“Celsius”), with unpaid invoices totaling in excess of $6.9 million.
Subsequent disputes have led to litigation between Celsius entities and Mawson entities, as further discussed in Note 10 – Commitments and Contingencies to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report.
Changes to digital asset network protocols and governance may adversely affect our business.
Bitcoin and other digital asset networks are based on open-source protocols that evolve through decentralized development. Network participants may adopt changes to software, consensus rules, or economic parameters through protocol upgrades or forks. Such changes may impact transaction processing, fee dynamics, and miner incentives. As block rewards decline over time, mining economics are expected to become increasingly dependent on transaction fees, which are inherently variable. Any material changes affecting mining profitability could reduce demand for our colocation services or impact pricing. Since we do not control the development or governance of these networks, any such changes could have a material adverse effect on our business, results of operations, and financial condition.
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If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects us.
If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on any digital asset network, including the Bitcoin network, it may be able to alter the blockchain by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the Miners on the blockchain can add valid blocks. In such alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new digital assets or transactions using such control. Using alternate blocks, the malicious actor could “double-spend” its own digital assets (i.e., spend the same digital assets in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintains control. To the extent that such malicious actor or botnet does not yield its majority control of the processing power, or the digital asset community does not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible. Such changes could materially adversely affect our business, financial condition, results of operations and prospects.
A failure to properly monitor and upgrade the Bitcoin network protocol could damage the Bitcoin network and adversely affect us.
The open-source structure of the digital assets network protocols means that the contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol. The Bitcoin network, for example, operates based on an open-source protocol maintained by contributors, largely on the Bitcoin Core project on GitHub. As an open-source project, Bitcoin is not represented by an official organization or authority. As the Bitcoin network protocol is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the Bitcoin network protocol. The lack of guaranteed financial incentive for contributors to maintain or develop the Bitcoin network and the lack of guaranteed resources to adequately address emerging or latent issues with the Bitcoin network may reduce incentives to address the issues adequately or in a timely manner. Modification or changes to the Bitcoin protocol by a sufficient number of users (known as a “fork”) may lead to unforeseen bugs or other negative outcomes for Mawson and Miners in general. Changes to our latent issues in a digital asset network which we are mining could materially adversely affect our business, financial condition, results of operations and prospects.
The incentive for Bitcoin mining may decrease over time as the reward decreases.
A Bitcoin halving occurs when block rewards, or the number of Bitcoins entering circulation whenever a block is produced (approximately every 10 minutes), is reduced by half. This occurs on a schedule built into Bitcoin’s programming and happens every 210,000 blocks with the purpose being to issue the total supply of Bitcoin into the market less frequently over time. This supply effect increases Bitcoin’s scarcity, which has, historically, increased its price. When Bitcoin first started, 50 Bitcoins were rewarded to Miners per block produced. The reward has decreased over the years and, the current block reward is 3.125 Bitcoins per block. Halving events will continue until the block reward reaches zero. The process will end with a predetermined total of 21 million Bitcoins being issued, estimated to be around the year 2140. At each prior halving event, the short-term subsequent effect on the Bitcoin price has been an increase in price, however this trend may not continue in the future, in which case, our business, financial condition, results of operations and prospects may be materially adversely affected.
More significant reductions in aggregate hashrate on digital asset networks could result in material, though temporary, delays in block solution confirmation time. Any reduction in confidence in the confirmation process or aggregate hashrate of any digital asset network may negatively impact the value of digital assets, which will adversely impact our business, financial condition, results of operations and prospects.
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Increasing network difficulty plays a crucial role in determining the profitability of digital assets and Bitcoin mining.
Essentially, network difficulty refers to the degree of effort required to solve the mathematical problems that validate transactions on the Bitcoin network. For digital assets that use a Proof-of-Work (PoW) validation system such as Bitcoin, creating new digital assets involves Miners using their computers to solve complex mathematical puzzles. In the case of Bitcoin, Miners’ computers, also called nodes, collect and bundle individual transactions into blocks every ten minutes, which is the fixed “block time” of Bitcoin. The computers then compete to solve a complex cryptographic puzzle to be the first to validate the new block for the blockchain. As digital assets like Bitcoin become more popular, the number of computers participating in this peer-to-peer validation network increases. With more participants and more computing power, the so-called “hashpower” of the entire network increases accordingly.
The higher the network difficulty, the more challenging it is to mine new Bitcoins. As a result, mining profitability is directly impacted by changes in difficulty levels. There are several other factors that can influence network difficulty, such as:
1. Network difficulty adjustments: The Bitcoin network adjusts difficulty every 2,016 blocks or approximately every two weeks. The adjustment is based on the total network hash rate, which is the measure of computing power being used to mine on the network. If the hashing power on the network increases, the difficulty level also increases to maintain a consistent rate of new blocks being added to the blockchain. Conversely, if the hashing power decreases, the difficulty level decreases as well. This means that the profitability of mining can be impacted by changes in the number of Miners on the network.
2. Block time: The target block time for Bitcoin is 10 minutes. If blocks are being generated too quickly, the difficulty level will increase to slow down the rate of block creation. Conversely, if blocks are being generated too slowly, the difficulty level will decrease to speed up the rate of block creation.
3. Hardware efficiency: The efficiency of mining hardware can have a significant impact on mining difficulty. More efficient hardware can mine more hashes per second, which increases the hash rate and can cause the difficulty level to rise.
4. Electricity costs: Mining requires a lot of electricity, and the cost of electricity can have a significant impact on mining difficulty. If electricity costs are high, Miners may need to shut down their operations or switch to more efficient hardware to remain profitable.
5. Market conditions: The price of Bitcoin can have a significant impact on mining difficulty. If the price of Bitcoin increases, more Miners may join the network, causing the hash rate to increase and the difficulty level to rise. Conversely, if the price of Bitcoin decreases, some Miners may exit the network, causing the hash rate to drop and the difficulty level to decrease.
6. Halving: Bitcoin undergoes a halving event roughly every four years, where the reward for mining a new block is cut in half. This means that Miners need to mine twice as many blocks to earn the same amount of Bitcoin. This can lead to a drop in hashrate, as some Miners may find it less profitable to continue mining.
An increase in transaction fees could reduce the price of digital assets.
If fees increase for recording transactions on the Bitcoin network, demand for digital assets may decrease and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of digital assets that could adversely affect our business, financial condition, results of operations and prospects.
Digital assets firms may be forced to sell their Bitcoin or digital assets holdings putting downward pressure on the Bitcoin price.
A professionalized mining operation may be more likely to sell a higher percentage of its newly mined digital assets rapidly if it is operating at a low profit margin. In a low profit margin environment, a higher percentage could be sold into the digital asset exchange market more rapidly, thereby potentially reducing digital asset prices. Lower digital asset prices could result in further tightening of profit margins, particularly for mining operations with higher costs and more limited capital reserves, creating a network effect that may further reduce the price of digital assets until mining operations with higher operating costs become unprofitable and remove mining power from the respective digital asset network. The network effect of reduced profit margins resulting in greater sales of newly mined digital assets could result in a reduction in the price of digital assets that could adversely impact our business, financial condition, results of operations and prospects.
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To the extent that the digital asset exchanges / custodians representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges / custodians’ failures may result in a reduction in the price of some or all digital assets and can adversely affect us.
The digital asset exchanges / custodians on which the digital assets trade are relatively new (compared to actors in traditional financial services) and, in most cases, largely unregulated, or subject to little oversight. Furthermore, many digital asset exchanges / custodians (including several of the most prominent USD denominated digital asset exchanges) do not provide the public with significant information regarding their ownership structure, management teams, corporate practices or regulatory compliance. As a result, the marketplace may lose confidence in, or may experience problems relating to, digital asset exchanges / custodians, including prominent exchanges / custodians handling a significant portion of the volume of digital asset trading.
A lack of stability in the digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the digital asset networks and result in greater volatility in digital asset values. These potential consequences of a digital asset exchange’s failure could materially adversely affect our business, financial condition, results of operations and prospects.
The further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect us.
Currently, there is relatively small use of Bitcoins and other digital assets in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect an investment in us. Digital assets are a relatively new concept and asset class, so there is still some degree of uncertainty and skepticism about their use. Whether their popularity will gain further traction is difficult to predict. If the popularity and use of digital assets diminish and leads to their value decreasing, our business, financial condition, results of operations and prospects may be materially adversely affected.
Future digital assets and digital currency development may lessen the usage of Bitcoin.
Digital asset technology is evolving, and new digital assets can be created. New digital assets competing with Bitcoin may increase in popularity and in turn cause a decline in the value of Bitcoin, which may in turn lead to a decline in the Bitcoin network and our ability to generate revenue from our current mining activities. This may include the development of so-called central bank digital currencies (“CBCDs”). Many governments around the world, and central banks are reportedly considering or studying the potential for CBCDs, including the United States Federal Reserve.
The development of quantum computing threatens the cryptographic protections of blockchain protocols.
Governments and corporations around the world are conducting research and development to produce quantum computers which will be much more powerful than modern computers. The potential capability of quantum computers poses a potential threat to the underlying cryptographic protections that the Bitcoin blockchain protocol relies on, and therefore to the reliability of the blockchain, and may therefore undermine users’ trust in Bitcoin and digital currencies in general. For example, a quantum computer may provide the possibility of decrypting user private keys and forging transaction signatures, undermining the integrity of the blockchain. A loss of trust in the digital currencies due to the ability of quantum computing to undermine security protocols will likely have a material adverse effect on our business, results of operations and financial condition.
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Risks Relating to Laws, Regulatory Frameworks, and Legal Action
We are subject to a highly evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations. Obtaining and complying with required government permits and approvals may be time-consuming and costly.
We are required to obtain, and to comply with, numerous permits and licenses from federal, state and local governmental agencies. The process of obtaining and renewing necessary permits and licenses can be lengthy and complex, requiring up to months or years for approval depending on the nature of the permit or license and such process could be further complicated or extended in the event regulations change. In addition, obtaining such permit or license can sometimes result in the establishment of conditions that create a significant ongoing impact to the nature or costs of operations or even make the project or activity for which the permit or license was sought unprofitable or otherwise unattractive. In addition, such permits or licenses may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the conditions of permits or licenses, or failure to comply with applicable laws or regulations, may result in the delay or temporary suspension of our operations and electricity sales or the curtailment of our delivery of electricity to our customers and may subject us to penalties and other sanctions. Although various regulators routinely renew existing permits and licenses, renewal of our existing permits or licenses could be denied or jeopardized by various factors, including failure to provide adequate financial assurance for closure, failure to comply with environmental, health and safety laws and regulations or permit conditions, local community, political or other opposition and executive, legislative or regulatory action. Our inability to procure and comply with the permits and licenses required for these operations, or the cost to us of such procurement or compliance, could have a material adverse effect on us. In addition, new environmental legislation or regulations, if enacted, or changed interpretations of existing laws, may cause activities at our facilities to need to be changed to avoid violating applicable laws and regulations or eliciting claims that historical activities at our facilities violated applicable laws and regulations. In addition to the possible imposition of fines in the case of any such violations, we may be required to undertake significant capital investments and obtain additional operating permits or licenses, which could have a material adverse effect on us.
Digital assets such as Bitcoin are likely to be more highly regulated.
Digital assets have been subject to ongoing scrutiny by regulators and government. It is possible that regulation in the digital asset industry will increase. We cannot be certain of future regulatory developments or interpretations, and it is difficult to list or describe all the risks that Mawson may be subject to in this space. In addition, regulatory actions, as well as any other political developments in the regions with active digital assets trading or mining, may increase our domestic competition as some of those digital assets Miners or new entrants in this market may move their digital assets mining operations or establish new operations in the United States. Furthermore, government scrutiny related to restrictions on digital assets mining facilities and their energy consumption has increased over the past few years as digital assets mining has become more widespread. The consumption of electricity by mining operators may also have a negative environmental impact, including contribution to climate change, which could set the public opinion against allowing the use of electricity for Bitcoin mining activities or create a negative consumer sentiment and perception of Bitcoin. State and federal regulators are increasingly focused on the energy and environmental impact of Bitcoin mining activities. Additionally, if the regulatory and economic environment in Pennsylvania and Ohio were to become less favorable to Bitcoin mining and hosting companies, including by way of increased taxes, means our business, financial condition and results of operations could be adversely affected.
Bitcoin and Bitcoin mining are presently legal in the U.S.; however, they may become illegal in the future, or subject to regulation (such as caps, taxes or licensing regimes).
Regulatory changes or interpretations could require us (or any of our related entities) to register and comply with new regulations, resulting in potentially extraordinary, recurring or non-recurring expenses to continue our digital assets business or enter into new business ventures.
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We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002.
We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Section 404 requires that our management maintain a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. It also requires that our management annually evaluate whether our internal control over financial reporting is effective at providing reasonable assurance and to disclose its assessment to investors. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). During 2025, management devoted significant effort and resources to remediating the material weaknesses in internal control over financial reporting that were identified as of December 31, 2024. Based on management’s evaluation and testing performed during the year ended December 31, 2025, management determined that the controls implemented as part of the remediation plan were appropriately designed and had begun to operate effectively. Management continues to monitor the operating effectiveness of these controls to ensure their sustainability over time.
In addition, while Mawson continues to work on these deficiencies and improve the overall control environment over financial reporting, as a smaller reporting company and non-accelerated filer, we are not subject to the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. However, as we grow, we may become subject to the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.
If we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, the accuracy and timeliness of the filing of our annual and quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Common Stock.
Future developments regarding the treatment of digital assets for U.S. federal income and foreign tax purposes could adversely impact our business.
Globally, many taxation laws, rules and guidelines have not been developed with digital assets in focus. For example, many significant aspects of the U.S. federal income and foreign tax treatment of transactions involving digital assets are uncertain, and it is unclear what guidance may be issued in the future on the treatment of digital asset transactions for U.S. federal income and foreign tax purposes.
There can be no assurance that the IRS or other foreign tax authorities will not alter their position or introduce new laws, regulations or guidance with respect to digital assets. Any such alteration of existing IRS and other foreign tax authority positions or additional guidance regarding digital asset products and transactions could result in adverse tax consequences for our business and could have an adverse effect on the value of digital assets and the broader digital assets markets. In addition, the IRS and other foreign tax authorities may disagree with tax positions that we have taken, which could result in increased tax liabilities. Future technological and operational developments that may arise with respect to digital currencies may increase the uncertainty with respect to the treatment of digital currencies for U.S. federal income and foreign tax purposes.
Another example of an adverse ruling would be if we were classified as a passive foreign investment company (a “PFIC”) for any taxable year. Based on the current and anticipated composition of our income, assets and operations, and our business generally, we do not expect to be treated as a PFIC for the current taxable year or in the foreseeable future. The application of the PFIC rules to digital assets and transactions related thereto is subject to uncertainty. There can be no assurance that Mawson will not be classified as a PFIC for the current taxable year or for any future taxable year. If Mawson is considered a PFIC then there may be negative tax consequences for U.S. holders of our Common Stock, as well as being subject to annual information reporting requirements. U.S. holders may wish to consult their tax advisors about the potential application of the PFIC rules to an investment in our Common Stock.
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Regulatory intervention by governments could affect the right to acquire, own, hold, sell, exchange or use Bitcoin or other digital assets.
Governments have and may take regulatory actions to restrict the right to acquire, own, hold, sell, exchange or use Bitcoin or other digital assets. For example, it may be, or may become, illegal to accept payment in Bitcoin for consumer transactions and banking institutions could be barred from accepting deposits of digital assets. Such restrictions would have a negative effect on the value and price of Bitcoin. On the other hand, some governments could decide to subsidize or support certain Bitcoin mining projects, thus adding hash rate to the overall network, and having a material adverse effect on the amount of Bitcoin we may be able to mine, the value of Bitcoin and, consequently, our business, prospects, financial condition and operating results.
Additional legislation or guidance may be issued by U.S. and non-U.S. governing bodies that may differ significantly from our practices or interpretation of the law, which could have unforeseen effects on our financial condition and results of operations.
As digital assets have grown in both popularity and market size, governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as in the United States, subject the mining, ownership and exchange of digital assets to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. We are subject to various federal, state, and local laws and regulations, including those relating to the generation of power, noise, storage, handling, and disposal of hazardous substances and wastes. Certain of these laws and regulations also impose joint and several liability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Electricity costs could also be affected due to existing or new regulations on greenhouse gas emissions, whether such regulations apply to all consumers of electricity or just to specified uses, such as Bitcoin mining. These regulations may be federal, state or local. There has been interest in the U.S. federal government and in some state governments in addressing climate change, including through regulation of Bitcoin mining. Past policy proposals to address climate change include measures ranging from taxes on carbon use or generation to energy consumption disclosure regimes to federally imposed limits on greenhouse gas emissions or energy use restrictions specific to Bitcoin mining. It is unclear how any such future legislation and regulation will affect our Pennsylvania and Ohio facilities. The course of future legislation and regulation in the United States remains difficult to predict, and potential increased costs associated with new legislation or regulation cannot be estimated at this time. Given the difficulty of predicting the outcomes of ongoing and future regulatory actions and legislative developments, it is possible that they could have a material adverse effect on our business, prospects or operations.
Legislative, regulatory, and litigation threats regarding climate change and energy conservation could add significant burden, costs and reputational damage to our business.
Changing environmental regulation and public energy policy may expose our business to new risks. Our Bitcoin colocation services and mining operations require a substantial amount of power and can only be successful, and ultimately profitable, if the costs we incur, including for electricity, are lower than the revenue we generate from our operations. As a result, our operations can only be successful if we can obtain sufficient electrical power for that facility on a cost-effective basis. For instance, our plans and strategic initiatives for our Pennsylvania and Ohio facilities are based, in part, on our understanding of current environmental and energy regulations, policies, and initiatives enacted by federal and state regulators. If new regulations are imposed, or if existing regulations are modified, the assumptions we made underlying our plans and strategic initiatives may be inaccurate, and we may incur additional costs to adapt our planned business, if we are able to adapt at all, to such regulations.
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In addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for our business because the digital assets mining industry, with its high energy demand, may become a target for future environmental and energy regulation. New legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Further, any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Moreover, we currently participate in energy demand response programs to curtail operations, return capacity to the electrical grid, and receive funds to offset foregone operational revenue when necessary, such as in extreme weather events. Given the political significance and uncertainty around the impact of climate change and how it should be addressed, and energy disclosure and use regulations, we cannot predict how legislation and regulation will affect our financial condition and results of operations in the future in the United States and the states of Pennsylvania and Ohio. Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change or energy use by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.
Changes to laws regarding the operation of Bitcoin mining and Bitcoin and digital assets exchanges by third parties may make the business model unsustainable and may lead to an inability to exchange mined Bitcoin for fiat currency efficiently. Digital assets mining may be made illegal in certain jurisdictions, including the ones we operate in, which could adversely affect our business prospects and operations.
It is possible that state or federal regulators may seek to impose harsh restrictions or total bans on digital assets mining which may make it impossible for us to do business without relocating our colocation and self-mining operations, which could be very costly and time consuming. Further, although Bitcoin and Bitcoin mining, as well as digital assets generally, are largely unregulated in most countries (including the United States), regulators could undertake new or intensify regulatory actions that could severely restrict the right to mine, acquire, own, hold, sell, or use digital assets or to exchange it for traditional fiat currency such as the United States Dollar. Such restrictions may adversely affect us as the large-scale use of digital assets as a means of exchange is presently confined to certain regions globally. Such circumstances could have a material adverse effect on us, which could have a material adverse effect on our business, prospects, or operations and potentially the value of any Bitcoin or other digital assets we or our colocation customers mine, or otherwise acquire or hold, and thus harm investors. We are unable to predict the nature or extent of new and proposed legislation and regulation affecting the digital assets industry, or the potential impact of the use of digital assets, which could have material adverse effects on our business and our industry more broadly.
We have been subject to material litigation (including with our lenders and counterparties) that are expensive to support, and if resolved adversely, could harm our business, revenue, and financial results.
We have been subject to certain claims and legal proceedings (see Item 3. “Legal Proceedings” for more information about ongoing litigation) and may be subject in the future to claims, legal proceedings, government investigations or enforcement actions, including in the ordinary course of business. Agreements entered into by Mawson sometimes include indemnification provisions which can subject Mawson to costs and damages in the event of a claim against an indemnified third party. Regardless of the merit of particular claims, defending against litigation or responding to government investigations can be expensive, time-consuming, disruptive to operations and distracting to management. If Mawson is unable to successfully defend itself against such claims, then it may become liable to make substantial payments to satisfy judgments, fines or penalties, or alter, delay, limit or cease some or all of its business practices. Mawson may also suffer damage to its brand and reputation as a result of such adverse judgment.
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Risks Relating to the Ownership of Our Common Stock and Other Risks
If we fail to comply with the continued listing standards of The Nasdaq Capital Market, we 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.
Although our Common Stock is currently listed on The Nasdaq Capital Market, we may not be able to continue to meet the minimum listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”). During 2025, the Company was notified by Nasdaq that the Company was not in compliance with the $35 million market value of listed securities (“MVLS”) requirement set forth in Nasdaq Listing Rule 5550(b) (the “MVLS Rule”) and the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
In response, the Company attended a hearing before the Nasdaq Hearings Panel to present its plan to evidence compliance with the Bid Price Rule and the $2.5 million stockholders’ equity requirement set forth in the MVLS Rule as an alternative to the $35 million MVLS requirement. The Company was granted extensions to demonstrate compliance with the MVLS Rule and the Bid Price Rule.
On December 16, 2025, the Company was notified by Nasdaq that it had regained compliance with the Bid Price Rule.
On December 22, 2025, the Company received written notice from the Nasdaq confirming that the Company had regained compliance with the MVLS Rule and would continue being listed on The Nasdaq Capital Market.
Recently, Nasdaq has proposed a new continued listing standard for companies listed on The Nasdaq Capital Market, which would require these companies to maintain a minimum MVLS of at least $5 million. Under this proposal, Nasdaq would suspend trading and immediately delist from Nasdaq the securities of companies that do not satisfy the proposed new MVLS requirement for 30 consecutive business days. Such companies would not have a cure period to regain compliance or be entitled to any stay in effectiveness. The proposed continued listing standard is subject to review and approval by the SEC.
If we fail to comply with the continued listing standards of The Nasdaq Capital Market, we 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.
The Company’s business has been and could be negatively affected as a result of actions of activist stockholders, and such activism could adversely affect the strategic direction and business results of the Company.
Publicly traded companies are increasingly subject to campaigns by activist stockholders advocating corporate actions such as operational, governance, management or social changes, financial restructurings, increased borrowings, special dividends, stock repurchases, or sales of assets or entire companies to third parties or to the activist stockholders themselves. The Company has been and may continue to be subject to actions from activist stockholders or others that may not align with its business strategies or may not be in the best interests of all of its stockholders. Actions taken by the Board and management in seeking to maintain constructive engagement with certain stockholders may not be successful to prevent the occurrence of stockholder activist campaigns or changes that adversely affect the strategic direction or business results of the Company.
Mawson has recently been subject to a campaign to take over the Company by Endeavor Blockchain, LLC, Joshua Kilgore, Cody Smith and PM Squared, LLC (collectively, “Endeavor”). Endeavor issued a letter to stockholders of Mawson on January 22, 2026, calling for a change in the Company’s current leadership, strategy and equity capitalization, and announcing its intention to potentially file a preliminary proxy statement to solicit votes for one or more director nominees at the Company’s 2026 annual meeting of stockholders. On March 16, 2026, Endeavor filed a preliminary consent statement with the SEC to solicit consents from stockholders of the Company to, among other things, remove without cause all members of the Board (the “Consent Solicitation”). If the Consent Solicitation is successful, all members of the Board will be removed from office.
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In addition, responding to actions by activist stockholders, including the Consent Solicitation, has been, and may continue to be, costly and time-consuming and diverts the attention of the Board, management team, and employees from the management of the Company’s operations and the pursuit of its business strategies. Further, actions of activist stockholders like the Consent Solicitation may cause fluctuations in the Company’s stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of its business. Activist stockholder initiatives and perceived uncertainties as to the Company's future direction, strategy, or leadership created as a consequence of such initiatives may be exploited by the Company’s competitors or result in the loss of potential business opportunities and make it more difficult to attract and retain investors, customers, employees, qualified directors and officers, and business partners.
Changes to the Company’s business as a result of or in response to stockholder activism may not produce the anticipated economic benefits and may harm its reputation with customers, employees, and others, with related adverse economic consequences. Also, the Company has incurred, and may continue to incur, significant expenses related to activist stockholder matters (including, without limitation, legal fees, fees for financial advisors, fees for public relation advisors, and proxy solicitation expenses). If individuals with a specific agenda are elected or appointed to the Board, it may adversely affect the Company’s ability to effectively and timely implement its strategic plan to maximize value for stockholders. Furthermore, if individuals are elected or appointed to the Board who do not agree with the Company’s strategic plan, the ability of the Board to function effectively could be adversely affected. As a result, activist stockholder campaigns could adversely affect the Company’s business, results of operations, financial condition, and share price.
In connection with any activist campaign, the Company may choose to initiate, or may become subject to, litigation, which could serve as a further distraction to the Board, management, and employees and require the Company to incur significant additional costs. For example, on January 20, 2026, the Company filed a Complaint for Violation of Securities Laws, as well as a Motion for Expedited Injunctive Relief, in the United States District Court for the District of Delaware against Endeavor asserting their violation of certain securities laws as described in more in detail in Part I, Item 3. “Legal Proceedings.”
Further, in response to Endeavor’s actions, on February 1, 2026, the Board adopted a stockholder rights plan (the “Rights Plan”) and declared a dividend of one right in respect of each of the Company’s issued and outstanding shares of Common Stock, which will cause substantial dilution to any person or group acquiring 20% or more of the Company’s outstanding Common Stock, or if a person or group with beneficial ownership of 20% or more at the time the adoption of the Rights Agreement is announced acquires any additional shares of Common Stock, without the prior approval of the Board. The Rights Plan is designed to deter the acquisition of actual, de facto, or negative control of the Company by any person or group without appropriately compensating Company stockholders for that control. The Rights Plan may discourage, delay, or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by some stockholders, and could limit the price that investors would be willing to pay in the future for the Company’s Common Stock.
The Company cannot predict, and no assurances can be given as to, the outcome or timing of any matters relating to the foregoing actions by activist stockholders and its responses thereto or the ultimate effects on its business, liquidity, financial condition, or results of operations.
Endeavor and certain of its affiliates own a large portion of the voting power of our Common Stock. Endeavor’s interests may conflict with ours or those of our other stockholders.
As of March 13, 2026, we believe that Endeavor and certain of its affiliates held 30% of our Common Stock. As a result, Endeavor will have significant influence over future actions requiring stockholder approval, including the actions that may be presented to stockholders in connection with the Consent Solicitation and the election of director nominees (including if the Consent Solicitation is successful), for so long as it continues to own a significant portion of our Common Stock. Accordingly, for such period of time, Endeavor will have significant influence with respect to our management, business plans, and policies, including decisions on whether to raise future capital and decisions on whether to amend our certificate of incorporation and bylaws, which govern the rights attached to our Common Stock. Endeavor may be able to initiate or delay, deter or prevent a change of control and could preclude any unsolicited acquisition of the Company. The concentration of ownership could negatively impact your investment.
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Circumstances may occur in which the interests of Endeavor may conflict with the interests of Mawson or those of its other stockholders, and these stockholders may cause us to take actions that align with their interests. Should conflicts of interest arise, we can provide no assurance that these stockholders would act in the best interests of our other stockholders or that any conflicts of interest would be resolved in a manner favorable to our other stockholders.
Our Rights Agreement includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.
On February 1, 2026, in response to Endeavor’s significant ownership position, our Board adopted a Rights Agreement, dated as of February 2, 2026, between the Company and Computershare Trust Company, N.A., pursuant to which stockholders of record as of the close of business on February 12, 2026 received one right (each, a “Right”) for each outstanding share of Common Stock. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Junior Participating Preferred Stock, par value $1.00 per share (the “Preferred Stock”), of the Company at an exercise price of $20.60, subject to adjustment. Under the Rights Agreement, the Rights will become exercisable if a person or group acquires beneficial ownership of 20% or more of Mawson’s outstanding Common Stock, or if a person or group with beneficial ownership of 20% or more at the time the adoption of the Rights Agreement is announced acquires any additional shares of Common Stock, without the prior approval of the Board. In the event that the Rights become exercisable due to such thresholds being triggered or certain other triggers, each Right will entitle its holder to purchase, at the Right’s exercise price, a number of shares of common stock or equivalent securities (including the Common Stock or equivalent securities of an acquiring entity after a change of control upon certain triggers) having a market value at that time equal to twice each Right’s exercise price.
The Board adopted the Rights Agreement to protect the interests of Company stockholders. In general terms, subject to certain enumerated exceptions, it works by imposing significant dilution upon any person or group that acquires beneficial ownership of 20% or more of the shares of Common Stock, or if a person or group with beneficial ownership of 20% or more at the time the adoption of the Rights Agreement is announced acquires any additional shares of Common Stock, without the prior approval of the Board. In general, any person will be deemed to beneficially own any securities (a) as to which such person has any agreement, arrangement or understanding with another person for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock or (b) that are the subject of a derivative transaction or constitute a derivative security. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board.
The Rights Agreement is similar to agreements adopted by other public companies in comparable circumstances. It is intended to protect stockholders’ interests, including by providing the Board sufficient time to make informed judgments and take actions that are in the best interests of all of the Company’s stockholders and other stakeholders. Nevertheless, the Rights Agreement may be considered to have certain anti-takeover effects, including potentially discouraging a third party from attempting to obtain a substantial position in the Common Stock or seeking to obtain control of the Company and discouraging a takeover attempt that stockholders may consider favorable or that could result in a premium over the market price of the Common Stock. Even in the absence of a takeover attempt, the Rights Agreement may adversely affect the prevailing market price of the Common Stock if it is viewed as discouraging takeover attempts in the future.
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For additional information regarding the Rights Agreement, refer to Refer to Note 14 - Subsequent Events to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report.
The trading price of our Common Stock is likely to continue to be volatile.
The trading price of our Common Stock has been highly volatile and could continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control. Our Common Stock has experienced fluctuations due to market dynamics and the Bitcoin downturn. The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Our Common Stock may be traded by short sellers, which may put pressure on the supply and demand for our Common Stock, further influencing volatility in our market price. Public perception of our company or management and other factors outside of our control may additionally impact Mawson’s stock price.
Our financial results may vary significantly from period to period due to fluctuations in our revenue, operating costs and other factors.
We expect our period-to-period financial results to vary based on a variety of factors, which we anticipate will fluctuate due to external factors such as the Bitcoin price and energy costs, which may not be consistent or linear between periods. As a result of these factors, quarter-to-quarter comparisons of our financial results may not be useful, and that these comparisons cannot be relied upon as indicators of future performance. Moreover, our financial results may not meet the expectations of equity research analysts, ratings agencies or investors, who may be focused only on short-term quarterly financial results. If any of this occurs, the trading price of our stock could fall substantially, either suddenly or over time.
We may fail to meet our publicly announced guidance or other expectations about our business, which could cause our stock price to decline.
We may provide from time-to-time guidance regarding our expected financial and business performance. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and our guidance may not ultimately be accurate and has in the past been inaccurate in certain respects, such as the timing of new exahash. Exahash is a unit of measurement used to describe extremely large amounts of computational power – specifically in Bitcoin mining and other proof-of-work blockchain networks. An exahash (EH) equals one quintillion (1,000,000,000,000,000,000) cryptographic has calculations per second. Our guidance is based on certain assumptions, and may vary from actual results, if our assumptions are not met or are impacted as a result of various risks and uncertainties, the market value of our Common Stock could decline significantly.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
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ITEM 1C. CYBERSECURITY.
Risk Management and Strategy
We recognize the importance of assessing, identifying, and managing risks associated with cybersecurity threats. Accordingly, we address these risks by implementing and maintaining processes, and technologies designed to prevent, detect, and mitigate incidents that could pose cybersecurity risk. We are equally subject to various cybersecurity risks that could adversely affect our business, financial condition, and results of operations, including: intellectual property theft; fraud; extortion; harm to employees or customers; interruption of business activities and activities of our customers; violation of privacy laws; litigation and legal risk; and reputational risk. In adopting our risk assessment and management program, we are committed to safeguarding our systems and data.
Our cybersecurity policies, standards, processes, and practices are regularly assessed and these assessments incorporate various activities including information security assessments and independent reviews of our information security control environment and operating effectiveness. We utilize managed detection and response systems, endpoint protection, content filtering aimed at blocking malware and software to eliminate phishing, ransomware, and fraud. We also utilize multi-factor authentication on all sensitive applications and information entry-points, review access to data regularly, and have failover-protected business disaster recovery and backup storage systems. The Company conducts cybersecurity training and testing programs regularly.
Governance
Pursuant to our risk management policy,
For additional information regarding cybersecurity risks, see Item 1A “Risk Factors.”
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ITEM 2. PROPERTIES.
Our principal place of business is located at 950 Railroad Avenue, Midland, Pennsylvania 15059.
The Company leases 8 acres of land in Midland, Pennsylvania, where one of our data center facilities is located. On September 9, 2024, the Company entered into a lease amendment that extended the term of the lease from September 14, 2024 to September 14, 2027. The lease provides the option to exercise three additional three-year extensions for an aggregate of 11 more years from date of the lease amendment. On February 3, 2026, we notified the landlord that we wish to enter into a lease agreement that extends the lease through September 14, 2030.
Effective May 24, 2023, Mawson Bellefonte LLC entered into a lease agreement for a 9,918 square foot developed mining facility in Bellefonte, Pennsylvania. The term of the lease was for two years and seven months, with an option to extend for five years. In November 2025, the Company exercised the option to extend the lease for an additional five years.
On March 16, 2022, Luna Squares Property LLC entered into a lease with respect to a property in the City of Sharon, Mercer County, Pennsylvania with Vertua Property, Inc. (“Vertua”). On February 2, 2024, the lease was terminated by the landlord, which is currently in a legal dispute, and is currently in litigation.
Effective May 1, 2023, Mawson Ohio LLC took an assignment of a lease agreement for approximately 64,600 square feet for an undeveloped site in Corning, Ohio. The term of the lease is five years, with an option to extend for five years.
We do not own or lease any other land or buildings. We believe that our existing facilities are suitable and adequate to meet our current business requirements. However, Mawson is growing and, should we require additional or alternative facilities, we believe that such facilities can be obtained in reasonable time frames at acceptable commercial rates.
ITEM 3. 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 regarding these and other ongoing legal matters, refer to Note 10 – Commitments and Contingencies to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report. The disclosure set forth in Note 10 relating to such legal matters is incorporated herein by reference.
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Securities Laws Litigation
On January 20, 2026, the Company filed a Complaint for Violation of Securities Laws, as well as a Motion for Expedited Injunctive Relief, in the United States District Court for the District of Delaware against Endeavor Blockchain, LLC, Joshua Kilgore, PM Squared, LLC, Cody Smith, and Phil Stanley (collectively, the “Defendants”) asserting violation of Sections 13(d) and 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 13d-1 and 10b-5 of the Securities and Exchange Commission (the “SEC”) with regard to the Defendants’ filing of an inaccurate, false, and misleading Schedule 13D and two amendments thereto. The complaint alleges, among other matters, that (i) the Defendants acquired shares of the Company’s Common Stock in multiple transactions, without timely filing a required Schedule 13D disclosing such purchases and (ii) the Schedule 13D filings failed to disclose the Defendants’ intent to effect a change in control of the Company through a partial tender offer for the Company’s Common Stock at $10.00 per share and a subsequent PIPE offering of convertible preferred stock. The Company seeks declaratory judgment as to the Defendants’ violation of federal securities laws and SEC rules, as well as injunctive relief that includes, among other things, enjoining the Defendants from further trading in the Company’s stock and from proceeding with a tender offer to acquire the Company’s stock, ordering the Defendants to divest themselves of the Company’s stock and ordering the Defendants to make corrected Schedule 13D filings. The court granted the Defendants’ motion to dismiss and is giving the Company the option to amend its petition or file an appeal. The Company is evaluating its options and remains committed to protecting its shareholders from deceptive practices and ensuring that all market participants adhere to transparency requirements.
CTG Colocation Agreement
The Company entered into a Service Framework Agreement on October 12, 2023, with Consensus Colocation PA LLC (later acquired by NYDIG) (“CTG”) for colocation services for approximately 15,876 miners. Following a fee dispute, the Company redirected the CTG Miners to recover sums due under the Service Framework Agreement. CTG filed a complaint on March 6, 2025 with the Court of Chancery of the State of Delaware, under C.A. No. 2025-0252-MTZ, seeking to stop Mawson’s redirection of the CTG Miners and to remove them before contract termination. After a March 13, 2025 hearing, the parties agreed to end the redirection, maintain the agreement, and allow removal of the CTG Miners. CTG then filed an arbitration demand on April 25, 2025 seeking damages for the redirection. The Company filed an answer and counterclaim seeking breach of contract damages against CTG. The parties have since reached a full and final settlement, resulting in dismissal with prejudice on February 9, 2026.
On June 27, 2025, CTG filed a separate 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, a subsidiary of the Company. This petition lead to a July 27, 2025 order attaching $1.3 million in assets, though Mawson Hosting had no assets in New York. This matter was fully settled and dismissed with prejudice on February 11, 2026.
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 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our Common Stock trades on The Nasdaq Capital Market under the symbol “MIGI.”
Holders
As of March 13, 2026, there were approximately 147 holders on record of our Common Stock. The actual number of beneficial owners of our stock is greater than this number of record holders because there are beneficial owners whose shares are held in street name by brokers and other nominees.
Dividend Policy
We have not paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our business. Any future determination to pay cash dividends will be at the discretion of our Board and will be dependent upon our financial condition, results of operations, capital requirements, limitations imposed by state laws and such other factors as our Board deems relevant.
Unregistered Sales of Equity Securities and Use of Proceeds
We made no unregistered sales of equity securities during the fiscal year covered by this Annual Report.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not repurchase any securities in the fourth quarter of the fiscal year covered by this Annual Report.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion of our financial condition and results of operations for the years ended December 31, 2025 and 2024 should be read in conjunction with our consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K. This discussion and analysis contain forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under Item 1A “Risk Factors” and elsewhere in this Annual Report.
Business Overview
We are a technology company focused on digital infrastructure platforms, headquartered in the United States.
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 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.
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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, with 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 our U.S. sites. Since launch, the GPU pilot has outperformed competing marketplace offerings on GPU performance benchmarks for deep-learning tasks, while maintaining competitive bandwidth metrics at a limited scale. Analysis of runtime optimization, pricing dynamics and network placement has contributed to our growing internal technical expertise and stress-tested infrastructure assumptions for future GPU deployments. We continue to refine our listing strategy, expand certification coverage, and collect data in order to accelerate deployment speed and scale in subsequent GPU rollouts. Due to supply chain delays, the pilot program remains ongoing.
Recent Developments
Nasdaq Compliance
On December 22, 2025, the Company received written notice from the Listing Qualifications Hearings Department of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(b) (the “MVLS Rule”) and will continue being listed on The Nasdaq Capital Market.
As previously disclosed, the Company was notified by Nasdaq that the Company no longer satisfied the $35 million market value of listed securities (“MVLS”) requirement set forth in the MVLS Rule.
In response, the Company attended a hearing before the Nasdaq Hearings Panel (the “Panel”) to present its plan to evidence compliance with the $2.5 million stockholders’ equity requirement set forth in the MVLS Rule as an alternative to the $35 million MVLS requirement. The Company was granted an extension to demonstrate compliance with the MVLS Rule until December 19, 2025.
On December 16, 2025, the Company was notified by Nasdaq that it regained compliance with the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
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Results of Operations
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues: | ||||||||
| Digital colocation revenue | $ | 26,076,936 | $ | 38,546,912 | ||||
| Energy management revenue | 11,799,373 | 7,576,553 | ||||||
| Digital assets mining revenue | 1,877,776 | 12,591,660 | ||||||
| Equipment sales | - | 550,000 | ||||||
| Total revenues | 39,754,085 | 59,265,125 | ||||||
| Less: Cost of revenues (excluding depreciation) | 22,410,834 | 38,987,911 | ||||||
| Gross profit | 17,343,251 | 20,277,214 | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | 22,650,096 | 18,313,904 | ||||||
| Stock-based compensation | 8,975,579 | 14,064,883 | ||||||
| Depreciation and amortization | 5,600,793 | 17,877,770 | ||||||
| Change in fair value of derivative asset | (590,126 | ) | 1,173,104 | |||||
| Total operating expenses | 36,636,342 | 51,429,661 | ||||||
| Loss from operations | (19,293,091 | ) | (31,152,447 | ) | ||||
| Non-operating income (expense): | ||||||||
| Gain (loss) on foreign currency transactions | (1,264,378 | ) | 1,009,223 | |||||
| Interest expense | (3,366,519 | ) | (3,097,640 | ) | ||||
| Other income | 357,849 | 364,382 | ||||||
| Other expenses | (77,904 | ) | (39,638 | ) | ||||
| Loss on deconsolidation | - | (12,444,097 | ) | |||||
| Total non-operating expense, net | (4,350,952 | ) | (14,207,770 | ) | ||||
| Loss before income taxes | (23,644,043 | ) | (45,360,217 | ) | ||||
| Income tax expenses | (12,526 | ) | (976,570 | ) | ||||
| Net loss | $ | (23,656,569 | ) | $ | (46,336,787 | ) | ||
Revenues
Digital colocation revenue for the years ended December 31, 2025 and 2024, were $26.1 million and $38.5 million, respectively. This represented a decrease of $12.5 million or a 32% year-over-year revenue decrease. The decrease in revenue was primarily attributable to a reduction in both the number of customers and the average contract size as compared to 2024. 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 revenue for the years ended December 31, 2025 and 2024, were $11.8 million and $7.6 million, respectively. This represented a 56% increase or an increase of $4.2 million, compared to 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 2025 contributed to increased participation in energy management programs relative to 2024.
Digital assets mining revenue from self-mining of Bitcoin for the years ended December 31, 2025 and 2024, were $1.9 million and $12.6 million, respectively. This represented an 85% decrease or a decrease of $10.7 million, compared to 2024. The decline in self-mining revenue 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 colocation services. This transition has resulted in a greater proportion of revenue being generated from colocation operations.
Our overall revenue for the years ended December 31, 2025 and 2024, were $39.8 million and $59.3 million, respectively. This represented a decrease of $19.5 million or a 33% year-over-year revenue decrease.
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 years ended December 31, 2025 and 2024 were $22.4 million and $39.0 million, respectively, representing a decrease of $16.6 million, or 43%. In addition, cost of revenues as a percentage of revenue declined by approximately 9.4% year over year. This improvement was primarily driven by the introduction of a profit-sharing arrangement in 2025, which contributed incremental revenue while associated costs scaled proportionally lower than revenue growth. The decrease was further attributable to lower energy consumption resulting from reduced self-mining activity and digital colocation services, partially offset by higher average energy prices during 2025.
Operating expenses
Our operating expenses include: selling, general and administrative expenses; stock-based compensation; depreciation and amortization; and change in fair value of derivative assets.
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 years ended December 31, 2025 and 2024 were $22.6 million and $18.3 million, respectively, representing an increase of $4.3 million, or 24%. The increase was primarily driven by higher external legal and litigation-related expenses, which increased by approximately $6.1 million year over year, and the write-off of uncollectible customer accounts, which increased by approximately $1.1 million compared to the prior year. These increases were partially offset by lower bonuses and commissions of approximately $1.3 million and lower payroll tax expense of approximately $1.6 million year over year.
Stock-based compensation
Stock-based compensation expense for the years ended December 31, 2025 and 2024 was $9.0 million and $14.1 million respectively. The decrease was due to a lower number of share-based awards issued in 2025 as long-term incentive for the Company’s directors, management and employees compared to 2024, and lower overall fair values of awards issued in 2025 compared to 2024.
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Depreciation and amortization
Depreciation consists primarily of depreciation of electric power equipment, transformers and MDC equipment.
Depreciation and amortization for the years ended December 31, 2025 and 2024, were $5.6 million and $17.9 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 years ended December 31, 2025 and 2024, there was a gain on the fair value of the derivative asset of $0.6 million and a loss on the fair value of the derivative asset of $1.2 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 years ended December 31, 2025 and 2024, were $3.4 million and $3.1 million, respectively. The higher amount of interest expense recognized in 2025 compared to 2024 is due to interest accreting to the total outstanding debt.
During the year ended December 31, 2025, loss on foreign currency transactions was $1.3 million. During the year ended December 31, 2024, gain on foreign currency transactions was $1.0 million. This difference was due to higher Australian Dollar denominated liabilities in 2025 compared with 2024 and movement in the U.S. Dollar to Australian Dollar exchange rate. Notably the U.S. Dollar strengthened against the Australian Dollar by approximately 18.4% during the three months ended December 31, 2024, which substantially drove the gain during 2024.
During the year ended December 31, 2024, the Company recognized a deconsolidation loss of $12.4 million. This loss was as a result of three of the Company’s Australian subsidiaries, MIG No.1, Mawson AU and Mawson SPL, proceeding into Australian court appointed liquidation. 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 –Subsidiary Deconsolidation to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report for further discussion of MIG No. 1.
Income tax expense
The Company recorded income tax expense of approximately (0.1)% and (2.2)% of loss before income tax expense for the years ended December 31, 2025 and 2024, respectively. The difference in income tax expense relates mainly to differences in estimated interest and penalty accruals included in the current payable for the year ended December 31, 2025 compared to the year ended December 31, 2024, 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 year ended December 31, 2025 while the 2024 interest and penalties relate to both the year ended December 31, 2024 and prior periods beginning in 2021.
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, stock based compensation, (gain) loss on foreign currency, other non-operating income and expenses, change in fair value of derivative asset, bad debt expense, and gain on deconsolidation.
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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.
The table below reconciles Adjusted EBITDA, which is a non-GAAP financial measure, to net loss.
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (unaudited) | ||||||||
| Net loss: | $ | (23,656,569 | ) | $ | (46,336,787 | ) | ||
| Depreciation and amortization | 5,600,793 | 17,877,770 | ||||||
| Stock based compensation | 8,975,579 | 14,064,883 | ||||||
| (Gain) loss on foreign currency transactions | 1,264,378 | (1,009,223 | ) | |||||
| Interest income | (357,849 | ) | (364,382 | ) | ||||
| Other non-operating expense | 3,444,423 | 3,137,278 | ||||||
| Change in fair value of derivative asset | (590,126 | ) | 1,173,104 | |||||
| Income tax | 12,526 | 976,570 | ||||||
| Bad debt expense | 1,046,709 | - | ||||||
| Loss (gain) on deconsolidation | - | 12,444,097 | ||||||
| Adjusted EBITDA (non-GAAP) | $ | (4,260,136 | ) | $ | 1,963,310 | |||
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 year ended December 31, 2025, we financed our operations primarily through cash from operations, proceeds from our ATM (defined below) and other cash reserves.
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 $9.6 million, from time to time, through an “at-the-market” offering program (the “ATM”) under which Wainwright will act as sales agent. On December 11, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) with the SEC to increase the capacity of the ATM by $40 million.
As of December 31, 2025, the Company has sold 2,468,729 shares of Common Stock under the Sales Agreement at an average price of approximately $6.12 per share, which has resulted in cash proceeds to the Company of $14.6 million, net of issuance costs.
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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 us, 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 needed over the next twelve months. For our business growth, it is expected we may continue to invest 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 December 31, 2025, we had an aggregate of $25.2 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 to the debt, as of December 31, 2025, the deposit of $15.3 million from Celsius was the subject of an ongoing legal dispute that was in arbitration with Mawson, Celsius and Ionic Digital Mining LLC (“Ionic”), as successor in interest to Celsius, having claims and counterclaims. On February 6, 2026, Mawson reached a confidential settlement with Ionic to resolve claims Ionic brought against Mawson and two of its subsidiaries related to the $15.3 million deposit. All settlement amounts have already been paid and the Ionic arbitration claims are dismissed in full.
We will need to raise substantial additional capital to continue our operations, execute our business strategy and meet our debt service obligations. We expect to continue to consider and evaluate potential strategic options and capital-raising transactions including, among other things, dispositions of certain businesses and assets and significant equity investments in us by third parties. Any capital-raising through equity or convertible debt could result in significant dilution to existing stockholders. In addition, newly issued securities may have rights, preferences, or privileges senior to those of our common shares. 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.
The process of reviewing potential strategic opportunities may be time consuming, distracting and disruptive to our business operations. Our management may devote significant time, and we may incur substantial costs in pursuing, evaluating and negotiating potential strategic options or capital-raising transactions and those efforts may not prove successful on a timely basis, or at all.
Any potential transaction may be dependent on a number of factors that may be beyond our control, for example, market conditions, industry trends or acceptable terms. We may ultimately determine that no transaction is in the best interest of our stockholders and there can be no assurance that we will pursue or enter into any transaction at all. There can be no assurance of the impact to the value of our Common Stock after the announcement or consummation of any strategic transaction. In addition, any perceived uncertainty regarding our future operations may limit our ability to retain or hire qualified personnel.
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Working Capital and Cash Flows
As of December 31, 2025 and 2024, we had a cash and cash equivalent balance of $13.3 million and $6.1 million, respectively. The Company expects to continue to focus on improving its cash flow through various activities, including expanded diversified, high-margin colocation operations and optimizing energy procurement strategies.
As of December 31, 2025 and 2024, the trade receivables balance was $9.6 million and $15.2 million, respectively.
As of December 31, 2025 and 2024, we had $25.2 million and $20.9 million, respectively, of outstanding short-term borrowings. The short-term borrowings as of December 31, 2025 relate to the Celsius Promissory Note, W Capital Loan, the Secured Convertible Promissory Notes and the Marshall Loan (each as defined below), each of which is currently in default. Refer to “Material Cash Requirements” section below for more information.
As of December 31, 2025 and 2024, we had negative working capital of $31.3 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 years ending December 31, 2025 and 2024:
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash (used in) provided by operating activities | $ | (6,899,676 | ) | $ | 3,562,603 | |||
| Net cash used in investing activities | $ | (109,690 | ) | $ | (1,119,038 | ) | ||
| Net cash provided by (used in) financing activities | $ | 14,190,785 | $ | (830,067 | ) | |||
For the year ended December 31, 2025, net cash used in operating activities was $6.9 million and for the year ended December 31, 2024, net cash provided by operating activities was $3.6 million. We had a net loss of $23.7 million for the year ended December 31, 2025, which included $5.6 million of depreciation and amortization expense, $8.6 million of stock based compensation, and $3.4 million of non-cash interest expense. We had a net loss of $46.3 million for the year ended December 31, 2024, which included $17.9 million of depreciation and amortization expense, $14.1 million of stock-based compensation, and $12.4 million of loss on deconsolidation.
For the years ended December 31, 2025 and 2024, net cash used in investing activities was $0.1 million and $1.1 million, respectively. Net cash used in investing activities for the year ended December 31, 2025 was due to capital expenditures of $0.1 million. Net cash used in investing activities during the year ended December 31, 2024, was primarily attributable to capital expenditures of $2 million partially offset by proceeds from sales of property, plant and equipment of $0.8 million.
For the year ended December 31, 2025, net cash provided by financing activities was $14.2 million and for the year ended December 31, 2024, net cash used in financing activities was $0.8 million. Net cash provided by financing activities for the year ended December 31, 2025, was due to net proceeds from share issuances of $14.6 million which was offset by lease payments of $0.4 million. Net cash used in financing activities for the year ended December 31, 2024 was due to loan payments of $0.5 million and lease payments of $0.3 million.
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 10 – Commitments and Contingencies to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report.
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The Company is included as a guarantor of a disputed Secured Loan Facility Agreement (the “Marshall Loan”) by MIG No. 1 Pty Ltd (“MIG No.1”) with Marshall Investments GCP Pty Ltd ATF for the Marshall Investments MIG Trust (collectively, “Marshall”). 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 specific mining assets of MIG No.1 and a general security agreement given by the Company. Principal repayments began during November 2022. There have been no principal and interest payments made since May 2023. Based on the disputed demands of Marshall, the outstanding balance including interest is $12.6 million as of December 31, 2025, all of which is currently classified as a current liability.
The Company is included as a guarantor of a disputed Secured Loan Facility Agreement (the “W Capital Loan”) for working capital by Mawson PL with W Capital Advisors Pty Ltd for the W Capital Advisors Fund (collectively, “W Capital”). Based on the disputed demands of W Capital, as of December 31, 2025, the balance was AUD $2.5 million (USD $1.7 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 LLC (“Luna Squares”) entered into a Digital Colocation Agreement with Celsius Mining LLC (the “Celsius Colocation Agreement”). 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 a Secured Promissory Note (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 $10.8 million as of December 31, 2025, all of which is currently classified as a current liability.
On July 8, 2022, the Company issued secured convertible promissory notes to investors in the aggregate principal amount of $3.6 million (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, W Capital, 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 $0.5 million had been classified as a current liability. The convertible note matured in July 2023. Interest has been accrued from July onwards and therefore the outstanding balance is $0.2 million as of December 31, 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 December 31, 2025 and 2024, we had negative working capital of $31.3 million and $35.9 million, respectively. As of December 31, 2025 and 2024, we had net assets of ($3.1) million and $(3.2) million, respectively. As of December 31, 2025, we had an accumulated deficit of $252.5 million compared to $228.8 million as of December 31, 2024. Our cash position of December 31, 2025, was $13.3 million in comparison to $6.1 million as of December 31, 2024. For the years ended December 31, 2025 and 2024, the Company incurred a loss after tax of $23.7 million and $46.1 million, respectively.
Included in trade and other receivables is a $2.0 million payment due from CleanSpark, Inc. for the purchase of the Company’s Georgia facility. CleanSpark, Inc. has disputed this payment.
On December 22, 2023, the Company made formal demand on CleanSpark Inc. and CSRE Properties Sandersville, LLC for breach of contract of the Bill of Sale, dated October 1, 2022, among the Company, CleanSpark Inc. and CSRE Properties Sandersville, LLC (the “CleanSpark Bill of Sale”). Subsequently, on July 16, 2024, the Company filed a formal complaint in the matter entitled Mawson Infrastructure Group, Inc., and Luna Squares, LLC v. CleanSpark, Inc. and CSRE Properties Sandersville, LLC in the U.S. District Court for the Southern District of New York, Civil Action No. 1:24-cv-5379 against CleanSpark Inc. and CSRE Properties Sandersville, LLC for $2.0 million for breach of contract relating to the debtors’ obligation to pay an energy earnout provision contained in the CleanSpark Bill of Sale. At this time, the matter is pending.
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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 legal, lease, operational 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, which are 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, 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 is taking steps to preserve cash by optimizing operations, reducing costs and pursuing efficiencies. The Company has been improving its revenue generation by enhancing its operations, driving growth in business lines, adding digital colocation services customers and diversifying its businesses. The Company will continue to seek to optimize its cashflows through these and other initiatives.
Recently Issued Accounting Pronouncements
For information with respect to recent accounting pronouncements, see Note 2 to our Consolidated Financial Statements included in this Annual Report for the year ended December 31, 2025.
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. The Company evaluates on an ongoing basis its assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. 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. 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, uncertain tax positions, the valuation of cryptocurrencies under Level 1 fair value hierarchy, and valuing the derivative asset classified under Level 3 fair value hierarchy.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, we are not required to provide the disclosure required by this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
All information required by this item is included in Item 15 of Part IV of this Annual Report and is incorporated into this item by reference.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operating, can provide only reasonable, not absolute, assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations of all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the reality that judgements in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Our Board and management, with the participation of 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 of the end of the period covered by this Annual Report. Management has devoted significant effort and resources to the remediation of previously identified internal control weaknesses. Based on their evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025.
Management’s Report on Internal Control over Financial Reporting
Our Board and management are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of inherent limitations, including the possibility of collusion, improper management override of controls, and misstatements due to error or fraud, internal control over financial reporting may not prevent or detect misstatements on a timely basis or not at all. 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.
Management of the Company assessed our internal control over financial reporting as of December 31, 2025, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on this assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.
Changes in Internal Control Over Financial Reporting
To address the material weaknesses identified as of December 31, 2024, management implemented a series of enhancements to its financial reporting processes during the year.
Segregation of Duties and Staff Turnover. Management increased staffing within the finance and accounting functions and reassigned responsibilities to reduce reliance on limited personnel and mitigate the impact of staff turnover. These actions established and documented appropriate segregation of duties through SOX-aligned control activities across key finance and accounting processes, including journal entry preparation and independent review, account reconciliation preparation and approval, and management oversight and monitoring procedures.
Controls Over the Financial Statement Close and Reporting Process. Management enhanced the financial close and reporting process by formalizing monthly and quarterly close calendars, strengthening controls over journal entry preparation and review, enhancing account reconciliation and management review procedures, and expanding formal accounting policy documentation.
Information and Technology Controls. Management implemented and documented additional information technology general controls (“ITGCs”), including enhanced user access controls, strengthened change-management procedures, improved segregation of duties within IT environments, and formalized monitoring and documentation protocols. In addition, management enhanced controls over system-generated reports used in financial reporting by implementing procedures to validate report completeness and accuracy and to ensure changes in systems and tools are appropriately reflected in control documentation.
Data from Third Parties. Management enhanced controls over third-party data validation by implementing formal pre-use review procedures, post-invoice reconciliation controls, and documented accountability for externally sourced operational and billing data used in revenue recognition and cost accruals.
Fixed Asset Verification. Management dedicated additional resources to the asset verification process and implemented structured monthly cycle counts and annual wall-to-wall physical inventories across its facilities. In addition, management enhanced reconciliation procedures and strengthened system applications used to track fixed asset movements and to calculate and record depreciation expenses.
There were no other changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, except as otherwise described in this Item 9A.
ITEM 9B. OTHER INFORMATION.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Executive Officers
The following are our executive officers, their ages as of March 13, 2026, positions and offices held with the Company, and certain biographical information.
Kaliste Saloom - Interim CEO, General Counsel and Corporate Secretary
Kaliste Saloom, age 66, has served as Interim Chief Executive Officer of the Company since June 3, 2025 and General Counsel and Corporate Secretary of the Company since July 1, 2024. Mr. Saloom joined the Company in November 2023 as its Vice President of Legal and served as the Company’s interim General Counsel and Corporate Secretary from March 2024 until being formally promoted to General Counsel and Corporate Secretary. Mr. Saloom has over 40 years of commercial and litigation legal experience. Prior to joining the Company, Mr. Saloom served as General Counsel at Kin Capital Partners, LLC from 2022 to 2023. Previously, from 2018 to 2022, he served as General Counsel and Vice President for Energy & Technology Corp. (OTCMKTS: ENGT), a publicly traded company, and as an attorney for Cambridge Industries, Inc., an international technology company based in Santa Clara, California specializing in commercial networking solutions. Mr. Saloom also worked as an attorney for ViaSat, Inc., a high-tech company providing satellite internet services based in Irvine, California. Mr. Saloom holds a Juris Doctorate degree from Tulane Law School in New Orleans, Louisiana, and a Bachelor of Science degree in Computer Science from the University of Southwestern Louisiana (now the University of Louisiana at Lafayette) and is a licensed attorney.
William Regan – Chief Financial Officer
William Regan, age 67, has served as Chief Financial Officer of the Company since January 17, 2025. Mr. Regan joined the Company in 2024 as Deputy Chief Financial Officer. Mr. Regan has 40 years of finance and accounting experience, including 25 years at public companies and 10 years at technology companies. Prior to joining the Company, Mr. Regan served as Chief Financial Officer at Everything Blockchain, Inc., a publicly traded technology company that blends blockchain, zero-trust, and database management technology, from 2021 to 2024. He served as Vice President, Corporate Controller at Rentech, Inc., a diversified supplier of wood chips, wood pellets and nitrogen fertilizers, from 2016 to 2018, Controller at DTS Digital Cinema, a provider of technology, products and services to the entertainment markets, from 2006 to 2008, Controller at Digital Insight Corporation, a provider of online banking software, from 2000 to 2001, and Vice President, Controller and Treasurer at National Golf Properties, Inc., a publicly traded REIT specializing in the ownership of golf course properties, from 1993 to 2000. Mr. Regan holds a Bachelor’s degree in Business Administration — Accounting from California State Polytechnic University, Pomona and is a Certified Public Accountant (inactive).
Directors
The following section sets forth certain information regarding our directors. There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.
| Name | Age | Position | Committee Roles | Director Since | ||||
| Ryan Costello | 49 | Independent Board Chair | Audit Committee Member, Compensation Committee Member, Nominating and Governance Committee Chair, Strategic Transactions Committee Member | 2023 | ||||
| Steven Soles | 52 | Independent Director | Audit Committee Chair, Compensation Committee Member, Nominating and Governance Committee Member, Strategic Transactions Committee Chair | 2025 | ||||
| Kathryn Yingling Schellenger | 46 | Independent Director | Audit Committee Member, Compensation Committee Chair, Nominating and Governance Committee Member, Strategic Transactions Committee Member | 2025 |
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Ryan Costello – Independent Board Chair
Ryan Costello has served as a director since 2023 and the Chair of our Board since 2024. Since 2019, Mr. Costello has served as an advisor to Fortune 500 companies and trade associations as the founder and operator of Ryan Costello Strategies, LLC, a federal policy advocacy firm, helping formulate and execute their public policy advocacy and strategic communications objectives. His policy expertise and experience spans many sectors, including technology, tax, energy, healthcare, and automotive. Since 2019, Mr. Costello has also been a visiting lecturer at American University. Mr. Costello served in U.S. Congress from 2015 to 2019. During this time, he served on the Energy & Commerce Committee, Transportation & Infrastructure Committee, and Veterans Affairs Committee. From 2011 to 2014, he served as a Chester County, PA, Commissioner, where his responsibilities included oversight and decision-making of over $100 million in county pension funds on the County’s Pension Board. As the Commissioners’ Board Chair, Mr. Costello provided oversight and successful submittal of the annual audit required by statute, and the Comprehensive Annual Financial Report of Chester County, PA, a County with a budget of over $500 million, with over 500,000 residents. From 2008 to 2011, Mr. Costello served as Chester County Recorder of Deeds. Amongst his duties in this position was providing oversight of a finance officer, submitting financial reports on a daily, weekly, monthly and annual basis involving significant receipts and reconciliation, which were subject to financial controls and audit oversight. From 2003 to 2008, Mr. Costello served as an East Vincent Township Supervisor, where his duties included providing oversight of a finance officer, approving invoices and contracts, engaging with auditors and ensuring compliance with the annual public audit. From 2002 to 2014, Mr. Costello practiced as an attorney in private practice, advising companies on a variety of corporate and real estate matters, including regulatory compliance and real estate finance matters. Mr. Costello maintains an active law license in the Commonwealth of Pennsylvania.
Mr. Costello is NACD Directorship Certified and previously served as a board director for Red White & Bloom Brands (CNSX: RWB) from 2021 to 2022, as a board director for Phunware Inc. (NASDAQ: PHUN) from 2021 to 2023, serving on the audit committee in 2023. He has also served in board advisory roles for private companies. Mr. Costello is a graduate with Honors of Ursinus College and from Villanova University School of Law. In 2022, Mr. Costello received an Economics of Blockchain and Digital Assets Certificate in Executive Education from The Wharton School of the University of Pennsylvania.
We have determined that Mr. Costello is qualified to serve as a member of our Board because of his deep knowledge of public policy and regulations and his advocacy expertise.
Steven Soles – Independent Director
Steven Soles has served as a director since 2025. Starting in November 2014, Mr. Soles has served as Chief Operating Officer and General Counsel to Elmagin Capital LLC, a quantitative investment firm, which specializes in the U.S. wholesale electricity markets. In this role, he oversees operational, legal, and regulatory functions leveraging his experience in the legal, energy, and financial industries. Prior to this, Mr. Soles served as Vice-President and General Counsel to TFS Capital, LLC from 2011 to 2017. Mr. Soles earned a Bachelor’s degree from West Chester University and a Juris Doctor degree from Villanova University.
We have determined that Mr. Soles is qualified to serve as a member of our Board because of his experience in legal, mergers and acquisitions, compliance, and transactional matters.
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Kathryn Yingling Schellenger – Independent Director
Kathryn Yingling Schellenger has served as a director since 2025. Ms. Schellenger is an experienced global compliance and ethics executive focused on building a corporate culture of ethics and integrity by effectively shepherding companies through risk and strategically driving business success. Ms. Schellenger has worked in-house at both public and privately-held companies operating in the retail industry, where she has been responsible for building, implementing, and maintaining all aspects of best-in-class global ethics and compliance programs. This includes conducting on-going risk assessments and developing internal processes, controls, policies, procedures, and training designed to mitigate the evolving risks — both internal and external — facing each entity. She has also been responsible for maintaining and promoting whistleblower hotlines, providing oversight of internal investigations, and analyzing and reporting to each company’s respective board on the same. Since 2022, Ms. Schellenger has served as head of global compliance at Tory Burch, LLC. Ms. Schellenger serves on and leads Tory Burch, LLC’s Ethics & Compliance Committee, chairs the Global Health & Safety Committee, and serves on the Data Privacy Committee. She also supports and advises on various other areas of legal compliance, corporate governance, litigation, and corporate social responsibility. Previously, Ms. Schellenger served as Director, Ethics & Compliance at Qurate Retail Group (now QVC Group, NASDAQ: QVCGA) from 2017 to 2022. Before moving in-house, Ms. Schellenger practiced law for two Am Law 100 firms in Washington, D.C., with a focus on white collar criminal defense, investigations and corporate compliance work. She has served as an adjunct professor of Business, Organizations and Society at Franklin & Marshall College, and as a judicial clerk to the Honorable Bohdan A. Futey at the United States Court of Federal Claims immediately following her graduation from law school. Prior to attending law school, she worked in human resources in the luxury hospitality industry. Ms. Schellenger is a cum laude graduate of both Bucknell University and Villanova University School of Law.
We have determined that Ms. Schellenger is qualified to serve as a member of our Board because of her expertise in corporate ethics and compliance matters, corporate governance, and business leadership experience.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of its equity securities, to file reports of ownership and changes in ownership (typically, Forms 3, 4 and/or 5) of such equity securities with the SEC. Such entities are also required by SEC regulations to furnish the Company with copies of all such Section 16(a) reports.
To our knowledge, based on a review of the reporting forms and representations of our directors and executive officers, we believe all Section 16(a) reports required to be filed by such persons were timely filed during the fiscal year ended December 31, 2025, except for the following late filings: (i) a Form 3 in connection with Mr. Regan’s appointment as Chief Financial Officer of the Company on January 17, 2025; (ii) one report on Form 4 with respect to an award of restricted stock units (“RSUs”) to Mr. Regan; (iii) two reports on Form 4 with respect to awards of RSUs to Mr. Saloom and subsequent vesting and settlement of RSUs; and (iv) a Form 3 in connection with Mr. Soles’s appointment as a director on April 4, 2025 as a result of delays in obtaining his EDGAR filing codes from the SEC.
Audit Committee
The Board has a standing Audit Committee. The current members of the Audit Committee are Steven Soles (Chair), Ryan Costello, and Kathryn Yingling Schellenger. The Audit Committee is responsible for assisting the Board in its oversight responsibilities regarding the Company’s accounting and financial reporting processes, the audits of the Company’s financial statements, including the integrity of the financial statements, and the independent auditors’ qualifications and independence. The Audit Committee is also responsible for overseeing the preparation of the report required by SEC rules for inclusion in the Company’s annual proxy statement, retaining and terminating the Company’s independent auditors, approving in advance all audit and permissible non-audit services to be performed by the independent auditors, reviewing the adequacy and effectiveness of the Company’s internal controls, disclosure controls and procedures, and complaints processes, reviewing internal audit matters (as applicable), performing as the legal compliance committee, reviewing and discussing the Company’s practices with respect to risk assessment and risk management, and performing such other functions as required by applicable law, including the rules and regulations of the SEC and the listing standards of Nasdaq. The Audit Committee is also tasked with developing a Company policy on approval of related party transactions and reviewing and recommending to the Board for approval any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K).
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The Board has determined that all the members of the Audit Committee are independent as defined under the rules of Nasdaq, including applicable Nasdaq listing standards for audit committee members, and the independence requirements contemplated by Rule 10A-3 of the Exchange Act.
The Nominating and Corporate Governance Committee, with concurrence from the Board, determined that Steven Soles meets the definition of an “audit committee financial expert” within the meaning of SEC rules.
The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from the Company for, outside legal, accounting, or other advisors as it deems necessary to carry out its duties.
Code of Ethics
We have adopted a Code of Ethics that applies to all our directors, officers, and employees. The Code of Ethics is publicly available on our website at www.mawsoninc.com. Amendments to the Code of Ethics and any grant of a waiver from a provision of the Code of Ethics will be disclosed on our website.
Insider Trading Policy
Our Board has
Clawback Policy
Our Board has adopted an Accounting Restatement and Associated Incentive Compensation Clawback Policy (the “Clawback Policy”), which applies to all of our directors, officers, and employees, and this policy provides for certain circumstances and conditions pursuant to which there may be recoupment of certain specified compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities laws under certain specified conditions and circumstances as defined in the Clawback Policy. The Clawback Policy is designed to comply with Section 10D of the Exchange Act.
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ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table summarizes the compensation paid to our named executive officers (“NEOs”).
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (includes unvested and/or unsettled) ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | ||||||||||||||||||||||
| Rahul Mewawalla(3) | 2025 | 645,288 | — | 646,291 | (4) | — | — | 173,976 | 1,465,555 | |||||||||||||||||||||
| Former CEO, President and Director | 2024 | 825,000 | 2,578,125 | 14,836,430 | 2,023,500 | — | — | 20,263,055 | ||||||||||||||||||||||
| Kaliste Saloom(5) | 2025 | 306,692 | 100,000 | 257,795 | (6) | — | — | — | 664,487 | |||||||||||||||||||||
| Interim CEO, General Counsel and Corporate Secretary | 2024 | 199,039 | 100,000 | 462,551 | — | — | — | 761,590 | ||||||||||||||||||||||
| William Regan(7) Chief Financial Officer | 2025 | 290,273 | 100,000 | 308,509 | (8) | — | — | — | 698,782 | |||||||||||||||||||||
| William “Sandy” Harrison(9) | 2025 | 21,154 | — | 62,300 | (10) | — | — | 26,701 | 110,155 | |||||||||||||||||||||
| Former Chief Financial Officer | 2024 | 275,000 | — | 1,251,175 | — | — | — | 1,526,175 | ||||||||||||||||||||||
| (1) | Reflects the aggregate grant date fair value of stock awards granted to the named executive officer in the applicable fiscal year computed in accordance with FASB ASC Topic 718. |
| (2) | Reflects paid time off disbursed at the time of departure from the Company. |
| (3) | Mr. Mewawalla’s employment with the Company was terminated on July 8, 2025. |
| (4) | Mr. Mewawalla was granted 61,752 RSUs on February 26, 2025 and the volume weighted average price (the “VWAP”) on February 26, 2025 of $0.523 has been used for the calculation of fair value of those awards in the table. |
| (5) | Mr. Saloom was appointed Interim Chief Executive Officer effective June 3, 2025. |
| (6) | Mr. Saloom’s stock awards have vesting and/or settlement timelines that range through 2026 to align compensation with long-term stockholder value. Mr. Saloom was granted: (i) 4,099 RSUs on May 15, 2025 and the VWAP on May 14, 2025 of $0.623 has been used for the calculation of fair value of those awards in the table; (ii) 6,314 RSUs on May 6, 2025 and the VWAP on April 22, 2025 of $0.411 has been used for the calculation of fair value of those awards in the table; (iii) 23,923 shares of Common Stock on December 18, 2025 and the VWAP on December 18, 2025 of $4.313 has been used for the calculation of fair value of those awards in the table; and (iv) 11,962 RSUs on December 18, 2025 and the VWAP on December 18, 2025 of $4.313 has been used for the calculation of fair value of those awards in the table. |
| (7) | Mr. Regan was appointed Chief Financial Officer effective January 17, 2025. |
| (8) | Mr. Regan’s stock awards have vesting and/or settlement timelines that range through 2026 to align compensation with long-term stockholder value. Mr. Regan was granted: (i) 8,197 RSUs on May 15, 2025 and the VWAP on May 14, 2025 of $0.623 has been used for the calculation of fair value of those awards in the table; (ii) 23,923 shares of Common Stock on December 18, 2025 and the VWAP on December 18, 2025 of $4.313 has been used for the calculation of fair value of those awards in the table; and (iii) 23,923 RSUs on December 18, 2025 and the VWAP on December 18, 2025 of $4.313 has been used for the calculation of fair value of those awards in the table. |
| (9) | Mr. Harrison departed the Company on January 17, 2025. |
| (10) | Mr. Harrison’s stock awards have vesting and/or settlement timelines that range through 2025 to align compensation with long-term stockholder value. Mr. Harrison was granted 5,000 RSUs in relation to his resignation as CFO on May 15, 2025 and the VWAP on May 14, 2025 of $0.623 has been used for the calculation of fair value of those awards in the table. Upon Mr. Harrison’s departure from the Company, 29,720 RSUs were forfeited. |
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Employment Agreements and Potential Payments Upon Termination or Change in Control
Employment Agreement with Our Former Chief Executive Officer
The Company and Mr. Mewawalla entered into a written employment agreement dated May 22, 2023 in connection with Mr. Mewawalla’s appointment as the Company’s Chief Executive Officer and President (“Original Mewawalla Agreement”), which agreement was amended on July 19, 2023 (“July 19, 2023 Addendum”) and on December 26, 2023 (“December 26, 2023 Addendum”). The Original Mewawalla Agreement provides that Mr. Mewawalla shall receive a base salary, receive an annual bonus as determined by the Board based on achievement of performance objectives, may receive annual equity grants at the discretion of the Board, participate in the Company’s equity plans, and participate in the Company’s employee benefit plans as in effect from time to time on the same basis as generally made available to other senior executives of the Company.
The Original Mewawalla Agreement also provides for certain payments and benefits in the event of a termination of Mr. Mewawalla’s employment under certain circumstances. Under the Original Mewawalla Agreement, if Mr. Mewawalla is terminated by the Company for Cause (as defined in the Original Mewawalla Agreement) or by Mr. Mewawalla without Good Reason (as defined in the Original Mewawalla Agreement), then Mr. Mewawalla is entitled to receive: (i) any earned but unpaid compensation, including unused paid time off; (ii) reimbursement for unreimbursed business expenses; and (iii) any amounts or benefits to which Mr. Mewawalla is then entitled under the terms of the benefit plans then sponsored by the Company in accordance with their terms.
The Original Mewawalla Agreement also provides that if Mr. Mewawalla is terminated without Cause or by Mr. Mewawalla with Good Reason, he is entitled to receive severance including (i) the Accrued Benefits; (ii) an aggregate cash amount equal to the sum of (x) one full year of base salary plus (y) an amount equal to the Annual Target Bonus (as defined in the Original Mewawalla Agreement) for one full year; (iii) any bonus for the prior fiscal year that has not yet been paid; and (iv) a prorated portion of any annual bonus for the fiscal year in which the termination occurs (such amounts, the “Severance Benefits”). In addition, the Original Mewawalla Agreement provides for full and immediate vesting and settlement acceleration of all equity, including stock options and restricted stock units, and if the Company is unwilling or unable to immediately accelerate vesting and settlement of all equity and cover tax withholdings, the Company will provide payment in cash equivalent to the value of such equity upon Mr. Mewawalla’s election.
The July 19, 2023 Addendum grants Mr. Mewawalla additional benefits in the case where Mr. Mewawalla’s employment is terminated by the Company or by Mr. Mewawalla for Good Reason upon or post a change of control of the Company. In such event, the Company will pay to Mr. Mewawalla payments and benefits that are twice (2x) the value of all the payments and benefits that would be payable if Mr. Mewawalla had been terminated by the Company without Cause or by Mr. Mewawalla for Good Reason.
The December 26, 2023 Addendum purported to increase Mr. Mewawalla’s compensation upon termination with Cause by providing for the full and immediate vesting and settlement acceleration of all equity, including stock options and restricted stock units, granted prior to October 31, 2024 or, if the Company is unwilling or unable to immediately accelerate vesting and settlement of all equity and cover tax withholdings, the Company will provide payment in cash equivalent to the value of such equity upon Mr. Mewawalla’s election. The Company is presently involved in litigation commenced by Mr. Mewawalla regarding his termination as described below and, as part of that litigation, is taking the position that the December 26, 2023 Addendum is void or unenforceable and, therefore, that Mr. Mewawalla is not entitled to the immediate vesting and settlement acceleration provided for in the December 23, 2023 Addendum in connection with his termination. For additional information, see Part I, Item 3. “Legal Proceedings.”
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On November 26, 2024, the Board, based on the review and recommendation of the Compensation Committee, approved bonus compensation to Mr. Mewawalla for his performance during the Company’s fiscal year ended December 31, 2024, consisting of an award of 61,752 RSUs under the Company’s 2024 Omnibus Equity Incentive Plan (the “Equity Incentive Plan”) and $2,578,125 as cash, which was paid on the following schedule: (i) $859,375 in December 2024, (ii) $859,375 in January 2025, and (iii) $859,375 in February 2025.
On December 19, 2024, the Board, based on the review and recommendation of the Compensation Committee, approved a base salary increase for Mr. Mewawalla to $1,200,000 commencing on January 1, 2025.
On July 8, 2025, the Board provided Mr. Mewawalla with notice of termination of his employment as Chief Executive Officer and President of the Company, effective immediately, in accordance with the terms of the Mewawalla Agreement, and that such termination was for Cause (as defined in the Original Mewawalla Agreement).
As noted above, Mr. Mewawalla commenced litigation regarding his termination. For additional information, see Part I, Item 3. “Legal Proceedings.”
Employment Agreement with Our Interim Chief Executive Officer, General Counsel and Corporate Secretary
The Company and Mr. Saloom accepted and entered into a written employment offer dated July 1, 2024 in connection with Mr. Saloom’s appointment as the Company’s General Counsel and Corporate Secretary (the “Saloom Agreement”). Under the Saloom Agreement, Mr. Saloom will receive an annual salary of $225,000, and is eligible for an annual grant of RSUs equivalent to $50,000, and an annual performance bonus which may be a combination of cash and equity, as determined by the Company and the Compensation Committee of the Board.
On June 2, 2025, the Board determined to place Mr. Mewawalla on administrative leave from his position as Chief Executive Officer and President of the Company and appointed Mr. Kaliste Saloom to serve as Interim Chief Executive Officer of the Company, effective as of June 3, 2025. In connection with Mr. Saloom’s appointment as Interim Chief Executive Officer, Mr. Saloom’s annual base salary was increased to $360,000 effective as of June 3, 2025.
On December 18, 2025, the Board, based on the review and recommendation of the Compensation Committee, approved bonus compensation to Mr. Saloom, for his performance during the Company’s fiscal year ended December 31, 2025, consisting of an award of 23,923 shares of Common Stock under the Equity Incentive Plan and $100,000 cash.
Employment Agreement with Our Chief Financial Officer
The Company and Mr. Regan accepted and entered into a written employment offer dated December 9, 2024 in connection with Mr. Regan’s appointment as the Company’s Chief Financial Officer (the “Regan Agreement”). Under the Regan Agreement, Mr. Regan will receive an annual salary of $225,000, and is eligible for an annual grant of RSUs equivalent to $100,000, and an annual performance bonus which may be a combination of cash and equity, as determined by the Company and the Compensation Committee of the Board.
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In recognition of additional duties being assumed during the Chief Executive Officer transition, the annual base salary of Mr. Regan was increased to $354,000 effective as of June 3, 2025.
On December 18, 2025, the Board, based on the review and recommendation of the Compensation Committee, approved bonus compensation to Mr. Regan, for his performance during the Company’s fiscal year ended December 31, 2025, consisting of an award of 23,923 shares of Common Stock under the Equity Incentive Plan and $100,000 cash.
Outstanding Equity Awards at Fiscal Year-End 2025
The following table sets forth information regarding all outstanding equity awards held by NEOs at December 31, 2025.
| Option awards | Stock awards | |||||||||||||||||||||||||||||||||||
| Name | Number of securities underlying unexercised options (#) exercisable(1) | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(2) | |||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
| Rahul Mewawalla | 70,000 | — | — | 11.10 | 11/21/2033 | — | — | — | — | |||||||||||||||||||||||||||
| William Regan | — | — | — | — | — | — | — | 32,120 | 135,225 | |||||||||||||||||||||||||||
| Kaliste Saloom | — | — | — | — | — | — | — | 21,465 | 90,368 | |||||||||||||||||||||||||||
| (1) | All share amounts have been adjusted to reflect the 1-for-20 reverse stock split effective on November 20, 2025. Refer to Note 1 – General to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report for further information. |
| (2) | Market value of Unvested RSUs has been calculated by multiplying the closing stock price as of December 31, 2025 which was $4.21 by the number of unvested RSUs held. The RSUs have no exercise price. |
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Director Compensation
The following table details the total compensation earned by our independent, non-employee directors during the year ended December 31, 2025. All amounts are in U.S. dollars. Directors are paid an annual fee as cash compensation. In addition, non-employee directors of the Company are entitled to receive an annual equity grant of restricted stock units under the Company’s Equity Incentive Plan. Directors are entitled to be reimbursed for all reasonable and properly documented expenses incurred in performing their duties in accordance with the Company’s policies. Unless otherwise agreed on termination as a director, Directors will only be entitled to such fees as may have accrued to the date of termination. Mr. Mewawalla, the Company’s former CEO and President, did not receive any additional compensation for his services as a director of the Company.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | ||||||||||||
| Ryan Costello(1) | 160,500 | 161,000 | — | 321,500 | ||||||||||||
| Steven Soles(2) | 83,438 | 133,749 | — | 217,187 | ||||||||||||
| Kathryn Schellenger(3) | 23,891 | 112,499 | — | 136,390 | ||||||||||||
| Greg Martin(4) | 88,911 | — | — | 88,911 | ||||||||||||
| Michael Hughes(5) | 29,050 | — | — | 29,050 | ||||||||||||
| (1) | Mr. Costello was awarded 9,879 RSUs on November 7, 2025 and the VWAP has been used as of that date as the fair value of the awards. |
| (2) | Mr. Soles was awarded (i) 1,810 RSUs on November 7, 2025 and the VWAP has been used as of that date as the fair value of the awards and (ii) 6,903 RSUs on November 7, 2025 and the VWAP has been used as of that date as the fair value of the awards. |
| (3) | Ms. Schellenger was awarded 7,831 RSUs on November 7, 2025 and the VWAP has been used as of that date as the fair value of the awards. |
| (4) | Mr. Martin decided not to stand for re-election at the Company’s 2025 Annual Meeting of Stockholders and his service as a director ended on October 15, 2025. |
| (5) | Mr. Hughes resigned from the Board on April 3, 2025. |
Equity Award Timing Practices
The Compensation Committee does not take material nonpublic information into account when determining the grant date, vesting date or other terms and conditions of equity awards, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee typically makes equity awards at its committee meetings during the year. Throughout the year, the Compensation Committee may also grant equity awards for a new hire, a significant promotion, change, update, or other circumstances.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Equity Compensation Plan Information
The following table provides information as of December 31, 2025, about the securities issued, or authorized for future issuance, under our equity compensation plans.
| Plan Category | Number of Securities to be issued upon exercise(1) | Weighted- average exercise price of outstanding options and restricted stock units(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
| Equity compensation plans approved by security holders(3) | 781,500 | $ | 11.10 | 389,276 | (4) | |||||||
| Equity compensation plans not approved by security holders | ||||||||||||
| Total | 781,500 | $ | 11.10 | 389,276 | (4) | |||||||
| (1) | Restricted stock units and options under the Equity Incentive Plan. |
| (2) | Exercise price for restricted stock units is nil. Average exercise price of outstanding options is $11.10. |
| (3) | The Equity Incentive Plan contains an “evergreen” provision, pursuant to which the number of shares of Common Stock reserved for issuance under the Equity Incentive Plan automatically increases on January 1 of each year by an amount equal to the lesser of (i) 250,000 shares of Common Stock and (ii) a specified number of shares of Common Stock as determined by the Board. |
| (4) | Includes shares of Common Stock available under the Equity Incentive Plan as of December 31, 2025 and does not reflect subsequent availability, issuances or grants under the Equity Incentive Plan in 2025. |
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 13, 2026, certain information concerning the beneficial ownership of our Common Stock by (i) each person known by us to own beneficially 5% or more of the outstanding shares of each class of the Company’s voting securities, (ii) each of our directors and named executive officers, and (iii) all of our current executive officers and directors as a group.
The number of shares beneficially owned by each 5% stockholder, director or executive officer is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares to which the individual or entity has sole or shared voting power or investment power and also any shares that the individual or entity has the right to acquire within 60 days after March 13, 2026 through the exercise of any stock option, warrant or other right, or the conversion of any security. To our knowledge, except as otherwise indicated, each person or entity named in the table has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. To our knowledge, except as otherwise indicated, none of the shares of Common Stock listed below are held under a voting trust or similar agreement. The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.
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Unless otherwise noted below, the address of each person named in the table is c/o Mawson Infrastructure Group Inc., 950 Railroad Ave., Midland, PA 15059.
| Name and Address | Shares of Common Stock Beneficially Owned | Percent of Common Stock(1) | ||||||
| Directors and Named Executive Officers | ||||||||
| Kaliste Saloom | 30,171 | 1 | ||||||
| William Regan | 21,312 | * | ||||||
| Rahul Mewawalla(2) | 691,613 | (3) | 13 | |||||
| William “Sandy” Harrison(4) | 14,035 | (5) | * | |||||
| Ryan Costello | 9,174 | * | ||||||
| Steven Soles | 1,810 | * | ||||||
| Kathryn Yingling Schellenger | — | — | ||||||
| Directors and current executive officers as a group (5 persons) (6) | 62,467 | 1 | ||||||
| 5% or Greater Securityholders: | ||||||||
| Endeavor Blockchain, LLC and associated persons | 1,587,397 | (7) | 30 | |||||
| * | Less than 1%. |
| (1) | Based on 5,277,894 shares of Common Stock outstanding as of March 13, 2025. In computing the number of shares of Common Stock beneficially owned by an individual or entity and the percentage ownership of that individual or entity, we deemed to be outstanding all shares of Common Stock that the individual or entity has the right to acquire within 60 days after March 13, 2026 through the exercise of any stock option, warrant or other right, or the conversion of any security. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other individual or entity. |
| (2) | Mr. Mewawalla’s employment with the Company was terminated on July 8, 2025. |
| (3) | Includes (i) 395,580 shares of Common Stock (ii) Options to purchase 70,000 shares of Common Stock and (iii) 226,033 shares of Common Stock issuable within 60 days of March 31, 2026. |
| (4) | Mr. Harrison departed the Company on January 17, 2025. |
| (5) | As disclosed by Mr. Harrison. |
| (6) | This group includes the following current directors and executive officers of Mawson: (i) directors Ryan Costello, Steven Soles and Kathryn Yingling Schellenger; (ii) Interim Chief Executive Officer, General Counsel and Corporate Secretary Kaliste Saloom; and (iii) Chief Financial Officer William Regan. |
| (7) | Based on Amendment No. 6 to Schedule 13D filed on February 10, 2026 by reporting persons Endeavor Blockchain, LLC (“Endeavor”), Joshua Kilgore (“Kilgore”), Cody Smith (“Smith”) and PM Squared, LLC (“PM Squared” and together with Endeavor, Kilgore and Smith, collectively, the “Endeavor Group”), this amount includes: (i) 1,500,000 shares of Common Stock held by Endeavor, (ii) 8,000 shares of Common Stock held by Kilgore, (iii) 75,000 shares of Common Stock held by Smith and (iv) 4,397 shares of Common Stock held by PM Squared. On January 6, 2026, the Endeavor Group entered into a Joint Filing Agreement in which the Endeavor Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company to the extent required by applicable law. |
Based on Amendment No. 22 to the Schedule 13D filed on February 10, 2026: (i) Endeavour and Kilgore have their principal place of business at 5701 Euper Lane, Suite A, Fort Smith, Arkansas 72903; (ii) PM Squared has its principal place of business at 6050 Southwest Blvd, Suite 150 Fort Worth, TX 76109; and (iii) Smith has his principal place of business at 3801 Bent Elm Ln. Fort Worth, TX.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.
Policies with Respect to Transactions with Related Persons
The Board has adopted a Related Party Transactions Policy. The Audit Committee is responsible for reviewing and approving related party transactions in accordance with the Related Party Transactions Policy.
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Our Related Party Transactions Policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction, the extent to which the Company may benefit from the transaction, the opportunity costs of not entering into the transaction, and the extent of the related person’s interest in the transaction.
Related Party Transactions
The Company did not participate in any related party transactions during the fiscal year ended December 31, 2025 in which any of the directors, nominees, executive officers, any beneficial owner of more than 5% of our Common Stock, nor any of their immediate family members, had a direct or indirect material interest.
As set out above, our Audit Committee Charter requires that members of the Audit Committee conduct a review of, and be responsible for the oversight of, all related party transactions on an ongoing basis in line with our Related Party Transaction Policy.
Board Determination of Director Independence
The Board has reviewed the materiality of any relationship that each of our directors and director nominees has with the Company, either directly or indirectly. Based upon this review, the Board has determined that Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger are “independent directors” as defined by Nasdaq.
With respect to the Audit Committee, the Board has determined that Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger satisfy the independence standards established by Rule 10A-3 under the Exchange Act, and Nasdaq rules, as applicable.
With respect to the Compensation Committee, the Board has determined that Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger satisfy the independence standards established by Rule 10C-1 under the Exchange Act and Nasdaq rules, as applicable.
With respect to the Nominating and Corporate Governance Committee and the Strategic Transactions Committee, the Board has determined that Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger satisfy the independence standards established by the Exchange Act and Nasdaq rules, as applicable.
In making such determinations, the Board considered the relationships that each such non-executive director has with Mawson and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of Common Stock by each non-executive director.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees and Services
Aggregate fees billed or expected to be billed for the professional services of Wolf & Company, P.C., our independent registered public accounting firm, for the years ended December 31, 2025 and 2024 in the following categories are shown below.
| 2025 | 2024 | |||||||
| Audit Fees(1) | $ | 570,000 | $ | 505,000 | ||||
| Audit-Related Fees | — | — | ||||||
| Tax Fees | — | — | ||||||
| All Other Fees | — | — | ||||||
| Total Fees | $ | 570,000 | $ | 505,000 | ||||
| (1) | Includes fees for the audit of the Company’s annual financial statements, review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, and consents and comfort letters provided for various registration statements. |
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Charter of the Audit Committee requires that it pre-approve in advance all audit and permissible non-audit services to be provided by the Company’s independent auditors. Services requiring pre-approval in advance by the Audit Committee may include audit services, audit related services, tax services and other permissible services. The Audit Committee has determined that the payments made to the independent registered public accounting firm for these services are compatible with maintaining such auditors’ independence.
All of the services performed by the independent registered public accounting firm for the years ended December 31, 2025 and 2024 were pre-approved in advance by the Audit Committee.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Index to Exhibit and Financial Statement Schedules
(1) Financial Statements.
The following consolidated financial statements are filed as part of this Annual Report:
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MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025
U.S. DOLLARS
INDEX
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Mawson Infrastructure Group, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Mawson Infrastructure Group, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred net losses since its inception, and had negative working capital and will need additional funding to continue operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-2
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Bitcoin Mining Revenue Recognition
Description of the Matter:
One of the Company’s revenue-generating activities is participating in Bitcoin mining pools through contractual agreements with mining pool operators (see Note 2). Under these agreements, the Company provides computing power to facilitate cryptocurrency transaction verification services to the transaction requester and to the Bitcoin network (i.e. mining) through operating Company-owned mining hardware.
Bitcoin Mining Revenue Recognition was identified as a critical audit matter due to the complexity and extent of the audit procedures necessary to verify the completeness and occurrence of revenue and reliability on data provided by mining pool operators.
How We Addressed the Matter in Our Audit:
We performed the following procedures:
| ● | Independently verified select financial and operational data to the blockchain to confirm the occurrence and accuracy of mining revenue transactions. |
| ● | Reviewed mining pool operator agreements and SOC reports and reconciled the blockchain data directly to mining pool operator data to test accuracy and completeness of the data provided by the mining pool operator. We compared to the mining difficulty data and other inputs provided by the mining pool operator to reliable third-party sources. |
| ● | Applying detailed testing and analytical procedures to evaluate the accuracy, completeness, and occurrence of recognized revenue including testing management’s analysis of expected mining rewards to actual mining rewards earned during the year. |
| ● | Used specialized software to verify the complete population of the Company’s on-chain transactions and verifying cut-off of these transactions at year-end. |
/s/
We have served as the Company’s auditor since 2023.
March 31, 2026
F-3
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Cryptocurrencies held for customers | ||||||||
| Trade and other receivables, net | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Derivative asset | ||||||||
| Security deposits | ||||||||
| Operating lease right-of-use asset | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (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: | ||||||||
| Series A preferred stock; | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
| (1) |
See report of independent registered public accounting firm and accompanying notes to consolidated financial statements.
F-4
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 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 | ||||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | ||||||||
| Stock based compensation | ||||||||
| Depreciation and amortization | ||||||||
| Change in fair value of derivative asset | ( | ) | ||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Non-operating income (expense): | ||||||||
| Gain (loss) on foreign currency transactions | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Other expenses | ( | ) | ( | ) | ||||
| Loss on deconsolidation | ( | ) | ||||||
| Total non-operating expense, net | ( | ) | ( | ) | ||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income tax expenses | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Less: Net loss attributable to non-controlling interests | ( | ) | ||||||
| Net loss attributed to Mawson common stockholders | $ | ( | ) | $ | ( | ) | ||
| Net loss per share, basic & diluted(1) | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding(1) | ||||||||
| (1) |
See report of independent registered public accounting firm and accompanying Notes to Consolidated Financial Statements.
F-5
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Comprehensive loss | ( | ) | ( | ) | ||||
| Less: Comprehensive gain attributable to non-controlling interests | ( | ) | ||||||
| Comprehensive loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
See report of independent registered public accounting firm and accompanying Notes to Consolidated Financial Statements.
F-6
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| For the Year Ended December 31, 2025 | ||||||||||||||||||||||||
| Common Stock(1) (#) | Common Stock(1) ($) | Additional Paid-in- Capital(1) | 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 | ||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | ||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| (1) |
See report of independent registered public accounting firm and accompanying Notes to Consolidated Financial Statements.
F-7
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| For the Year Ended December 31, 2024 | ||||||||||||||||||||||||||||||||
| Common Stock(1) (#) | Common Stock(1) ($) | Additional Paid-in- Capital(1) | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Mawson Stockholders’ Equity (Deficit) | Non- controlling interest | Total Equity (Deficit) | |||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Exercising of RSU’s 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 December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||
| (1) | All share amounts have been retroactively adjusted to reflect the 1-for-20 reverse stock split effective on November 20, 2025. Refer to Note 1 – General for further information |
See report of independent registered public accounting firm and accompanying Notes to Consolidated Financial Statements.
F-8
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of operating lease right-of-use asset | ||||||||
| Foreign exchange loss (gain) | ( | ) | ||||||
| Stock based compensation | ||||||||
| Unrealized (gain) loss on derivative asset | ( | ) | ||||||
| Loss on sale of property, plant and equipment | ||||||||
| Bad debt expense | ||||||||
| Non-cash interest expense | ||||||||
| Loss on lease termination | ||||||||
| Loss on deconsolidation | ||||||||
| 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 ACTIVITES | ||||||||
| Proceeds from common share issuances | ||||||||
| Payment of finance lease liabilities | ( | ) | ( | ) | ||||
| Payments of loans | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net 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 – Federal | $ | ( | ) | $ | ||||
| Cash paid for income taxes – State | $ | $ | ||||||
| Non-cash transactions | ||||||||
| Recognition of right of use operating asset and lease liability | $ | $ | ||||||
See report of independent registered public accounting firm and accompanying notes to consolidated financial statements.
F-9
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
On March 9, 2021, the Company acquired the shares of Cosmos Capital Limited (now known as Mawson Infrastructure Group Pty Ltd and referred to herein as “Mawson PL”) in a stock for stock exchange. This transaction has been accounted for as a reverse asset acquisition. Shares of the Company’s common stock, par value $
On November 19, 2025, the Company filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Certificate of Incorporation (as amended through immediately prior to the Effective Time (as defined below), the “Certificate of Incorporation”) to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Common Stock. Pursuant to the Charter Amendment, the Reverse Stock Split became effective as of 5:00 p.m. Eastern time on November 20, 2025 (the “Effective Time”).
The Reverse Stock Split was primarily intended to increase the per share market price of the Common Stock in order to meet the $
The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance, less the number of rounded whole shares issued for fractional shares. Therefore, prior period amounts are different than those previously reported. There were no changes to the total number of authorized shares of the Company’s capital stock or their respective par values per share as a result of this change.
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 with an additional 24 MW of future capacity that is 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.
The accompanying consolidated 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, Mawson Mining LLC and Mawson Capital 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 (“GAAP”).
F-10
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (Cont.)
Going Concern
The accompanying consolidated 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 year ended December 31, 2025, the Company incurred a loss after tax 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 10 – Commitments and Contingencies.
F-11
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 consolidated 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. |
F-12
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (Cont.)
Going Concern (Cont.)
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 $
As of December 31, 2025, the Company has sold
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 consolidated financial statements.
The Company obtains advice from outside resources; however, it is important to note that strategic and other initiatives may not lead to any transaction or other outcome.
These consolidated 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.
F-13
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Use of estimates in preparation of Financial Statements
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. 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, and valuing the derivative asset classified under Level 3 fair value hierarchy.
Principles of consolidation
The accompanying consolidated 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.
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.
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) identity 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 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 were that other party 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.
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.
F-14
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Revenue recognition (Cont.)
Energy management revenue
The Company also 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.
Cost of revenues
Cost of revenue consists primarily of expenses that are directly related to providing the Company’s service to its paying customers. These primarily consist of costs associated with operating our colocation facilities such as direct power costs, energy costs, freight costs and material costs related to digital asset mining.
F-15
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance may be established to reduce the deferred tax asset to the level at which it is “more likely than not” that the tax asset or benefits will be realized. Realization of tax benefits of deductible temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate character within the carryback or carryforward periods.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon review by the taxing authority. Recognized income tax positions are measured at the largest amount that is greater than
Functional currency
All subsidiaries of the Company have a functional currency of United States dollar (“USD”) with the exceptions of 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), Mawson SPL (on April 29, 2024, Mawson SPL was placed into a Australian court appointed liquidation and wind-up process) and Mawson AU (on April 23, 2024, the Australian entity Mawson AU was placed into a Australian court appointed liquidation and wind-up process) and Cosmos Trading Pty Ltd whose functional currency is the Australian Dollar (“AUD”). Assets and liabilities of Australian entities are translated into USD at exchange rates in effect on the consolidated balance sheet dates. Revenue and expense accounts are translated using the monthly average exchange rates during the period. Translation of all the consolidated companies’ financial records into USD is required due to the reporting currency for these consolidated financial statements presented as USD and the functional currency of the parent company being that of USD. Translation adjustments are accumulated in other comprehensive income (loss). Gains or losses on foreign currency transactions and translation adjustments in highly inflationary economies are recorded as income in the period in which they are incurred.
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, or decision–making group in deciding how to allocate resources and in assessing performance. The Company’s CODM group is composed of the Interim Chief Executive Officer and Chief Financial Officer.
The Company operates as
F-16
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, cash held with digital asset exchanges, and other short-term and highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less.
Cryptocurrencies held for customers
Cryptocurrencies held for customers are included in current assets in the consolidated balance sheets.
The following table presents the Company’s cryptocurrency (Bitcoin) activities for the years ended December 31, 2025 and 2024:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Opening number of Bitcoin held | ||||||||
| Number of Bitcoin received | ||||||||
| Number of Bitcoin sold | ( | ) | ( | ) | ||||
| Closing number of Bitcoin held | ||||||||
Cryptocurrencies held for customers are measured at fair value.
The Company’s policy is to dispose of Bitcoin received from mining operations routinely, usually no more than a few days after receipt. At December 31, 2025, the Company continued to hold Bitcoin due to an ongoing customer dispute. The Company recognized corresponding cryptocurrencies due to customer liability included in trade and other payables on the balance sheet.
F-17
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – 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. 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;
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 December 31, 2025 | ||||||||||||||||
| Total | Total Level 1 | Total Level 2 | Total Level 3 | |||||||||||||
| Assets: | ||||||||||||||||
| Cryptocurrencies held for customers | $ | $ | $ | $ | ||||||||||||
| Derivative asset | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Cryptocurrencies due to customer | $ | $ | $ | $ | ||||||||||||
| Fair value measured as of December 31, 2024 | ||||||||||||||||
| Total | Total Level 1 | Total Level 2 | Total Level 3 | |||||||||||||
| Assets: | ||||||||||||||||
| Derivative asset | $ | $ | $ | $ | ||||||||||||
F-18
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Fair value of financial instruments (Cont.)
Level 1 Assets and Liabilities:
In accordance with Accounting Standards Update (“ASU”) 2023-08, cryptocurrency that was mined from colocation services and held in a digital asset account controlled by the Company is 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 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 December 31, 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. If the Midland, Pennsylvania facility uses more electricity than contracted, the cost of the excess is incurred at a new price quoted by Energy.
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
Equity method investments
Equity investments are accounted for under the equity method if we are able to exercise significant influence, but not control, over an investee. Our share of the losses as reported by the investees is classified as loss from equity investees method investments on our consolidated statements of operations. The investments are evaluated for impairment annually and when facts and circumstances indicate that the carrying value may not be recoverable. If a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in our consolidated statements of operations. The Company has had a
F-19
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Concentrations of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are invested in banks. If the counterparty completely failed to perform in accordance with the terms of the contract, the maximum amount of loss to the Company would be the balance. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
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.
| 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. The 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.
F-20
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Stock based compensation
The Company follows ASC 718-10, Compensation-Stock Compensation. The Company expenses stock-based compensation to 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 its historical common stock trading prices. Risk–free interest rates are calculated based on the yield of a
Leases
The Company accounts for its leases under ASC 842, Leases and determines if an arrangement is a lease at inception. Using ASC 842, leases are classified as operating or finance leases on the balance sheet as right of use (“ROU”) assets and lease liabilities within current liabilities and long-term liabilities on our consolidated balance sheets. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company’s lease does not provide an implicit rate and therefore the Company measured the ROU asset and lease obligation based upon the present value of future minimum lease payments. The Company’s incremental borrowing rate is estimated based on a risk-free discount rate for the lease, determined using a period comparable with that of the lease term and in a similar economic environment. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. The Company does not record leases on the consolidated balance sheets with a term of one year or less. The Company does not separate lease and non-lease components but rather account for each separate component as a single lease component for all underlying classes of assets. Where leases contain escalation clauses, rent abatements, or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them in the determination of straight-line operating lease cost over the lease term.
Accounts receivable
The Company’s accounts receivable balance consists of amounts due from its digital colocation customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss impairment model and presents the net amount of the receivable expected to be collected. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information.
F-21
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Accounts receivable (Cont.)
Accounts receivable, net consists of the following:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Trade receivables | $ | $ | ||||||
| Goods and service tax refund | ||||||||
| Provisions | ( | ) | ||||||
| $ | $ | |||||||
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 routinely, usually no more than a few days after receipt. 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. There was no cumulative effect as of adoption.
In December 2023, the FASB issues ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under the new guidance, public business entities (“PBEs”) are required to disclose an annual tabular effective tax rate reconciliation using both reporting currency amounts and percentages, disaggregated into specified categories. ASU 2023-09 also requires PBEs to disclose annually the amount of income taxes paid, disaggregated by federal, state and foreign jurisdictions. ASU 2023-09 requires annual disclosure requirements to disaggregate income (loss) from continuing operations between domestic and foreign components and disaggregate income taxes expense (or benefit) between federal, state and foreign components. The Company’s adoption of ASU 2023-09 did not have a material impact on it consolidated financial statements since the Company’s operations are entirely domestic and amount of tax expense (benefit) recognized for the period is immaterial. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 on a prospective basis on January 1, 2025.
F-22
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Recent Accounting Pronouncements (Cont.)
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments clarify that the probability of vesting for share-based consideration payable to a customer should be assessed under Topic 718 rather than Topic 606. The updates in ASU 2025-04 are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. Either modified retrospective or a retrospective basis is permitted when applying the updated guidance upon adoption. The adoption of ASU 2025-04 did not have an effect on the Company’s financial statements because the Company did not grant share awards to customers.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2025, the FASB issued ASU No. 2025-11, ”Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 clarifies interim disclosure requirements by adding a comprehensive list of required disclosures and introducing a disclosure principle to report significant events occurring since the previous year-end that have a material effect. The amendments are effective for the Company for interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2025-11, but does not expect it to significantly change the overall nature of its interim reporting.
In December 2025, the FASB issued ASU 2025-12, “Codification Improvements.” The amendments in this update clarify, correct, and otherwise improve a wide variety of Topics in the Codification. Notably, ASU 2025-12 clarifies the calculation of diluted earnings per share when a loss from continuing operations exists and requires that such changes be applied retrospectively. Other amendments are generally applied prospectively or retrospectively at the Company's election. ASU 2025-12 is effective for the Company for fiscal years beginning after December 15, 2026. The Company is currently evaluating the impact of these improvements, but does not expect the majority of the amendments to have a material impact on its consolidated financial statements.
In January 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” (“ASU 2025-01”). ASU 2025-01 amends the effective date of ASU 2024-03 to clarify that all public entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. ASU 2024-03 improves financial reporting by requiring companies to disclose additional information about certain expenses in the notes to the financial statements. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements.
F-23
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUBSIDIARY DECONSOLIDATION
The Company currently operates facilities in the United States 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. The fair value of MIG No.1 was estimated to be $
Australian entity MIG No.1 Secured Loan Facility Agreement
MIG No. 1 has a Secured Loan Facility Agreement with Marshall. The loan matured in February 2024 and the total outstanding balance is $
F-24
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUBSIDIARY DECONSOLIDATION (Cont.)
Mawson AU Pty Ltd
Liquidation and Deconsolidation of an Australian entity Mawson AU Pty Ltd
On April 23, 2024, the Company’s Australian entity and a subsidiary, Mawson AU was placed into an Australian court appointed liquidation. As a result of this court appointed liquidation, the Company ceded authority for this Australian entity to the Australian liquidator. It was concluded that the Company had ceded control of Mawson AU, and no longer had significant influence over this Australian entity since the liquidator was in control of this Australian entity. Therefore, Mawson AU loss of control was effective when it was placed into Australian court appointed liquidation on April 23, 2024, and was deconsolidated at this date, in accordance with ASC 810-10-15. In order to deconsolidate this Australian entity, Mawson AU, the carrying values of the assets, liabilities and equity components previously recognized in accumulated other comprehensive income of Mawson AU were removed from the Company’s consolidated balance sheet as of April 23, 2024, in accordance with ASC 810, Consolidation. The net impact of removing the assets and liabilities resulted in a gain on deconsolidation of $
Investment in the Australian entity Mawson AU Pty Ltd
The investment in this Australian entity, Mawson AU, 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 Mawson AU from April 23, 2024. The fair value of Mawson AU was estimated to be $
Treatment of intercompany balances
The Company had total receivables owed from Mawson AU of $
Mawson Services Pty Ltd
Liquidation and Deconsolidation of an Australian entity Mawson Services Pty Ltd
On April 29, 2024, the Company’s Australian entity and a subsidiary, Mawson SPL was placed into an Australian court appointed liquidation. As a result of this court appointed liquidation, the Company ceded authority for this Australian entity to the Australian liquidator. For these reasons, it was concluded that the Company had ceded control of Mawson SPL, and no longer had significant influence over this Australian entity since the liquidator was in control of this Australian entity. Therefore, Mawson SPL loss of control was effective when it was placed into Australian court appointed liquidation on April 29, 2024, and was deconsolidated at this date, in accordance with ASC 810-10-15. In order to deconsolidate this Australian entity, Mawson SPL, the carrying values of the assets, liabilities and equity components previously recognized in accumulated other comprehensive income of Mawson SPL were removed from the Company’s consolidated balance sheet as of April 29, 2024, in accordance with ASC 810, Consolidation. The net impact of removing the assets and liabilities resulted in a gain on deconsolidation of $
F-25
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUBSIDIARY DECONSOLIDATION (Cont.)
Mawson Services Pty Ltd (Cont.)
Investment in the Australian entity Mawson Services Pty Ltd
The investment in this Australian entity, Mawson SPL, 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 Mawson SPL from April 29, 2024. The fair value of Mawson SPL was estimated to be $
Summary of the impact on consolidated statement of operations
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deconsolidation loss - MIG No. 1 | $ | $ | ( | ) | ||||
| Deconsolidation loss - Mawson AU | ( | ) | ||||||
| Deconsolidation gain - Mawson SPL | ||||||||
| Total loss on deconsolidation | $ | $ | ( | ) | ||||
F-26
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – BASIC AND DILUTED LOSS PER SHARE:
Net loss per common share is calculated in accordance with ASC 260, Earnings Per Share. Basic loss per share is computed by dividing net loss attributed to Mawson by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss attributed to Mawson 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. 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.
Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as of December 31, 2025, and 2024, are as follows:
| Years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Warrants to purchase Common Stock | ||||||||
| Options to purchase Common Stock | ||||||||
| RSUs issued under a management equity plan | ||||||||
The following table sets forth the computation of basic and diluted loss per share:
| Years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net loss attributed to Mawson common stockholders | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average common shares - basic and diluted | ||||||||
| Net loss per share of Common Stock, basic and diluted | $ | ( | ) | $ | ( | ) | ||
F-27
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net, consisted of the following:
| December 31, 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 $
There were impairment charges for the years ended December 31, 2025 and 2024.
NOTE 6 – SECURITY DEPOSITS
The Company’s security deposits consist of amounts paid by the Company to location providers in case of any event of default. The security deposits are refundable to the Company when location provider services cease or are cancelled. Security deposits are included in non-current assets on the consolidated balance sheets as such amounts are not expected to be refunded for at least twelve months after December 31, 2025. As of December 31, 2025 and 2024, the Company had $
NOTE 7 – LEASES
The Company’s operating leases are for digital asset mining sites and its finance leases which are primarily related to plant and equipment.
The Company leases
F-28
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – LEASES (Cont.)
Effective May 24, 2023, Mawson Bellefonte LLC entered into a lease agreement for a
Effective May 1, 2023, Mawson Ohio LLC took an assignment of a lease agreement for approximately
Other than the foregoing leases, the Company does not lease any other material assets. The Company believes that these facilities are suitable and adequate for its operations as currently conducted and foreseen.
The Company’s lease costs recognized in the consolidated statements of operations and comprehensive loss consist of the following:
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 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 December 31, 2025:
| Operating Leases | Finance Leases | |||||||
| 2026 | $ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 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 December 31, 2025:
| Operating Leases | Finance Leases | |||||||
| Operating cash out flows from leases | $ | $ | ||||||
| Weighted-average remaining lease term (years) | ||||||||
| Weighted-average discount rate (%) | % | % | ||||||
F-29
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – TRADE AND OTHER PAYABLES
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Trade payables | $ | $ | ||||||
| Accrued expenses | ||||||||
| Deferred income | ||||||||
| Employee payables | ||||||||
| Tax payables | ||||||||
| $ | $ | |||||||
NOTE 9 – LOANS
Outstanding loans as of December 31, 2025:
| Maturity Date | Rate | Loan Balance | ||||||||
| Marshall | % | $ | ||||||||
| Celsius | % | |||||||||
| W Capital | % | |||||||||
| Convertible notes | % | |||||||||
| Total Loans Outstanding | ||||||||||
| Less: current portion of long-term loans | ( | ) | ||||||||
| Long-term loans, excluding net of current portion | $ | |||||||||
Description of Outstanding Loans
Marshall Loan
The Company is included as a guarantor of a disputed Secured Loan Facility Agreement (the “Marshall Loan”) by MIG No. 1 with Marshall. Investments GCP Pty Ltd ATF for the Marshall Investments MIG Trust (collectively, “Marshall”). The loan matured in February 2024 and bears interest at a rate of
F-30
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – LOANS (Cont.)
Description of Outstanding Loans - (Cont.)
W Capital Loan
The Company is included as a guarantor of a disputed Secured Loan Facility Agreement (the “W Capital Loan”) for working capital by Mawson PL with W Capital Advisors Pty Ltd for the W Capital Advisors Fund (collectively, “W Capital”). As of December 31, 2025, the balance was AUD $
Celsius Promissory Note
On February 23, 2022, Luna entered into a Digital Colocation Agreement with Celsius Mining LLC. In connection with this agreement, Celsius Mining LLC loaned Luna a principal amount of $
Convertible Notes
On July 8, 2022, the Company issued secured convertible promissory notes to W-Capital in exchange for cash. The outstanding balance relates to the interest on the convertible note which has been accrued from July 2022 onwards and therefore the outstanding balance is $
F-31
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 – 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 were 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 modular data centers (“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. Therefore, this loan balance may 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 is reserving all its rights and remedies against Marshall.
The W Capital Loan was originally with Mawson Infrastructure Group Pty Ltd (“Mawson PL”), and this Australian entity was placed into Australian voluntary administration on October 30, 2023. 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, 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 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 U.S. This Australian ruling completely disregarded the automatic stay in place as established by the Involuntary Petition (defined below). The Company has communicated its objections and concerns to these Australian liquidator and entities.
F-32
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 – COMMITMENTS AND CONTINGENCIES (Cont.)
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$
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 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, required them to pay Mawson’s attorney’s fees incurred to date and further ordered the Petitioning Creditors to post a cash bond of $
On December 29, 2025, the Company filed an adversary proceeding in the United States Bankruptcy Court for the District of Delaware against the Petitioning Creditors, seeking general and punitive damages, sanctions attorney fees and costs against the Petitioning Creditors.
Mawson learned that on or about October 20, 2025, one of the Australian Petitioning Creditors, W Capital, filed for commencement of Australian Insolvency Proceedings placing W Capital under receivership and ultimate liquidation in Australia. Mawson is one of W Capital’s largest creditors. 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.
F-33
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 – COMMITMENTS AND CONTINGENCIES (Cont.)
As previously noted, the Company believes that W Capital and Marshall used these proceedings in Australia and the United States as a bad faith attempt to gain leverage in ongoing legal disputes between the parties.
The Company believes that W Capital and Marshall were using the Involuntary Petition and the Australian insolvency proceedings against the Company in an improper attempt to gain leverage in ongoing legal disputes between the parties. The Company believes that the filing of the Involuntary Petition was an extension of the ongoing disputes, including with Manning, and a continuation of the pattern of bad faith actions by Manning and the Petitioning Creditors, with the improper intention of harassing and intimidating the Company.
The matter was dismissed by the Court with prejudice on November 4, 2025. On December 29, 2025, Mawson filed an adversary proceeding in the matter against the Petitioning Creditors seeking bad faith damages, attorney fees, costs, and interest.
As previously reported Mawson has divested itself of any holdings in Australia and does not have any operating sites or assets in Australia. The Company currently operates facilities only in the United States.
Celsius Promissory Note and Celsius 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. See Note 14 – Subsequent Events for information about the partial settlement of this case. 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 $
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.
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.
On February 5, 2026, Celsius took formal steps to domesticate the judgment outside of New York. Currently, the parties are engaged in negotiations to resolve the ongoing litigation. On or about March 6, 2026, Celsius announced that it would voluntarily dismiss its remaining arbitration claims against the Company. 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.
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MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 – COMMITMENTS AND CONTINGENCIES (Cont.)
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 United States District Court, Southern District of New York. The matter remains ongoing. However, the parties are actively pursuing informal settlement discussions.
CleanSpark
On July 16, 2024, the Company filed a civil lawsuit for its claims against CleanSpark, Inc. 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, 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.” under 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 is currently before the Court Common Pleas of Mercer County Pennsylvania., The matter remains ongoing.
Mewawalla Actions
On July 8, 2025, the Company filed a complaint in the Court of Chancery of the State of Delaware against the Company’s former CEO and President, Rahul Mewawalla captioned Mawson Infrastructure Group Inc. v. Rahul Mewawalla, No. 2025-0789-JTL (the “Mewawalla Action”). The Mewawalla Action sought to recover damages from Mr. Mewawalla arising out of his alleged breach of fiduciary duties as a director, as well as alleged fraud. The action was dismissed without prejudice on February 13, 2026.
On December 8, 2025, Mr. Mewawalla filed a complaint in King County Superior Court in Washington State against the Company, the Company’s Chairman of the Board, Mr. Ryan Costello, Board Member, Steven Soles and Human Resources Director, Jonathan Sites (the “Washington State Action”). In the Washington State Action, Mr. Mewawalla is seeking damages for alleged retaliation, breach of contract, wage violations, discrimination related retaliation, whistleblower retaliation, and other statutory claims arising out of his employment and the termination of his employment with the Company. The Company categorically denies the allegations under the Washington State Action and is defending against the claims.
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MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 – INCOME TAXES
Loss before income taxes consisted of losses from domestic operations of $
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Current | ||||||||
| Federal | $ | $ | ||||||
| State | ( | ) | ||||||
| Total current | ||||||||
| Deferred | ||||||||
| Federal | ( | ) | ||||||
| Total deferred | ( | ) | ||||||
| Total provision | $ | $ | ||||||
Income tax expense differed from the amount computed by applying the Federal statutory income tax rate of
| December 31, 2025 | ||||||||
| Amount | Rate | |||||||
| Income (loss) before taxes | $ | ( | ) | |||||
| Federal tax at statutory rate | ( | ) | % | |||||
| State income taxes, net of federal tax benefit* | ( | ) | % | |||||
| Nontaxable or nondeductible items: | ||||||||
| Impact of deconsolidation | ( | ) | % | |||||
| 162(m) limitations | ( | )% | ||||||
| Stock based compensation | ( | ) | % | |||||
| Interest and penalties | ( | )% | ||||||
| Other permanent differences | % | |||||||
| Other adjustments | ( | )% | ||||||
| Change in Federal Valuation Allowance | ( | )% | ||||||
| Total | $ | % | ||||||
| * | For the tax year ended December 31, 2025, state taxes in Pennsylvania made up the majority (greater than 50%) of the tax effect in the state income taxes, net of federal tax benefit category. |
Income tax expense differed from the amount computed by applying the of
| December 31, 2024 | ||||||||
| Amount | Rate | |||||||
| Income (loss) before taxes | $ | ( | ) | |||||
| Federal tax at statutory rate | ( | ) | % | |||||
| State income taxes, net of federal tax benefit | ( | ) | % | |||||
| Foreign taxes | ( | ) | % | |||||
| Change in valuation allowance | ( | ) | % | |||||
| 162(m) limitations | ( | )% | ||||||
| Stock based compensation | ( | )% | ||||||
| Permanent differences | ( | ) | % | |||||
| Difference and changes in tax rates | ( | ) | % | |||||
| Impact of deconsolidation | ( | )% | ||||||
| Return to provision | ( | )% | ||||||
| Total | $ | ( | )% | |||||
F-36
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 – INCOME TAXES (Cont.)
The tax effects of temporary differences that gave rise to significant portions of the Company’s deferred tax assets and liabilities related to the following:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Assets: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Operating Lease Liability | ||||||||
| Accrued Liabilities | ||||||||
| Unrealized Loss | ||||||||
| Stock based compensation | ||||||||
| Business interest expense deduction limit | ||||||||
| Other | ||||||||
| Total deferred tax assets | ||||||||
| Liabilities: | ||||||||
| Right of Use Asset | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | ( | ) | ( | ) | ||||
| Derivative asset | ( | ) | ( | ) | ||||
| Total deferred tax liabilities | ( | ) | ( | ) | ||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax liability | $ | ( | ) | $ | ( | ) | ||
Management believes that, based on available evidence, both positive and negative, it is more likely than not that the deferred tax assets will not be utilized. The valuation allowance increased by $
As of December 31, 2025, the Company had approximately $
If recognized, any unrecognized tax benefits would not impact the Company’s effective tax rate due to the valuation allowance against deferred tax assets. As of December 31, 2025, the Company had no unrecognized income tax benefits. The Company’s policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. The Company had no interest or penalty accruals associated with uncertain tax benefits in its consolidated balance sheet and consolidated statement of operations for the tax year ended December 31, 2025.
The Company files income tax returns in the U.S. Federal, U.S. State, and foreign jurisdictions. The Company is not currently under examination by income tax authorities in federal or state jurisdictions. All tax returns will remain open for examination by the federal and most state taxing authorities for three years and four years, respectively, from the date of utilization of any net operating loss carryforwards or research and development credits.
The Company has made no provision for U.S. income taxes on cumulative undistributed non-U.S. earnings as of December 31, 2025, as the Company is no longer currently operating in any jurisdictions outside the United States.
F-37
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 – STOCKHOLDERS’ EQUITY (DEFICIT)
On October 16, 2025, the Company entered into the Sales Agreement with Wainwright, under which Wainwright will act as sales agent, to sell shares of our Common Stock having an aggregate sales price of up to $
Pursuant to the Sales Agreement, the Company agreed to pay Wainwright a commission rate equal to
The Company is 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 $
Restricted Stock Units
During the year ended December 31, 2025, there were settlements of restricted stock units into
During the year ended December 31, 2024, there were settlements of restricted stock units into
Restricted Stock
As of December 31, 2025 and 2024, there was restricted stock.
Series A Preferred Stock
As of December 31, 2025 and 2024, there are shares of Series A Preferred Stock outstanding.
F-38
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 – STOCKHOLDERS’ EQUITY (DEFICIT) (Cont.)
Common Stock Warrants
A summary of the status of the Company’s outstanding stock warrants and changes during the year ended December 31, 2025, is as follows:
| Number of Warrants(1) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||
| Outstanding as of December 31, 2024 | $ | |||||||||||
| Issued | ||||||||||||
| Exercised | ||||||||||||
| Expired | - | |||||||||||
| Outstanding as of December 31, 2025 | $ | |||||||||||
| Warrants exercisable as of December 31, 2025 | $ | |||||||||||
| (1) |
NOTE 13 – STOCK BASED COMPENSATION
Equity plans
On April 9, 2024, the Board of Directors approved the 2024 Omnibus Equity Plan (the “2024 Plan”) which will provide an initial
As of December 31, 2025, the number of shares allocated and available under the 2024 Plan were
F-39
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 – STOCK BASED COMPENSATION (Cont.)
The Company recognized stock-based compensation expense during the years ended December 31, 2025 and 2024, as follows:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Performance-based restricted stock awards* | $ | $ | ||||||
| Service-based restricted stock awards | ||||||||
| Stock issued to consultants | ||||||||
| Common Stock warrant expense | ||||||||
| Option expense | ||||||||
| Total stock-based compensation | $ | $ | ||||||
| * |
Performance-based awards
The Company maintains the 2024 Plan, under which equity-based awards may be granted to employees, directors, and consultants.
During the year ended December 31, 2025, the Company granted
In accordance with ASC 718, compensation cost related to these RSUs is recognized only when the performance condition is achieved. As of December 31, 2025, no Change in Control has occurred and management has determined that such an event is not probable. Accordingly, no stock-based compensation expense has been recognized related to these awards.
Upon the occurrence of a Change in Control, the Company will recognize stock-based compensation expense based on the grant-date fair value of the RSUs that become vested.
Performance-based awards generally vest over a three-year performance period upon the successful completion of specified market and performance conditions.
The following table presents a summary of the Company’s performance-based RSUs awards activity:
| Number of shares(1) | Weighted Average Remaining Contractual Life (in years) | |||||||
| Outstanding as of December 31, 2024 | ||||||||
| Settled | ( | ) | - | |||||
| Expired/forfeited | ||||||||
| Outstanding as of December 31, 2025 | ||||||||
| Exercisable as of December 31, 2025 | ||||||||
| (1) |
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MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 – STOCK BASED COMPENSATION (Cont.)
Service-based restricted stock awards
Service-based awards generally vest over a one-year service period or as otherwise defined. Employees hired prior to 2025 were granted awards that vest over a four-year service period.
The following table presents a summary of the Company’s service-based awards activity:
| Number of shares(1) | Weighted Average Remaining Contractual Life (in years) | |||||||
| Outstanding as of December 31, 2024 | ||||||||
| Issued | - | |||||||
| Settled | ( | ) | - | |||||
| Forfeited/cancelled | ( | ) | - | |||||
| Outstanding as of December 31, 2025 | ||||||||
| Exercisable as of December 31, 2025 | ||||||||
| (1) | All share amounts have been adjusted to reflect the |
As of December 31, 2025, there was approximately $
Stock options awards
Stock options awards vest upon the successful completion of specified market conditions.
The following table presents a summary of the Company’s Stock options awards activity:
| Number of shares(1) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding as of December 31, 2024 | $ | $ | ||||||||||||||
| Issued | - | |||||||||||||||
| Cancelled | ( | ) | - | |||||||||||||
| Outstanding as of December 31, 2025 | $ | $ | ||||||||||||||
| Exercisable as of December 31, 2025 | $ | $ | ||||||||||||||
| (1) | All share amounts have been adjusted to reflect the |
As of December 31, 2025, there was no unrecognized compensation cost related to the stock options awards.
F-41
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 – SUBSEQUENT EVENTS
Litigation
For updates subsequent to December 31, 2025, regarding the Marshall Loan, W Capital Loan, Celsius Promissory Note and Celsius Colocation Agreement, see Note 10 – Commitments and Contingencies.
Settlement of Litigation
On February 6, 2026, Mawson reached a confidential settlement with Ionic Digital Mining LLC (“Ionic”) to resolve all claims Ionic brought against Mawson and two of its subsidiaries related to the Celsius Colocation Agreement, all settlement amounts have already been paid. In addition, the Company entered a separate, unrelated settlement to resolve a customer dispute over a hosting arrangement. Together, these resolutions eliminate a large portion of the Company’s potential financial liability going forward. Mawson made no admission of liability or wrongdoing in reaching either of these settlements.
Adoption of Rights Agreement
On February 1, 2026, the Board of Directors (the “Board”) of the Company authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of Common Stock to stockholders of record as of the close of business on February 12, 2026 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Junior Participating Preferred Stock, par value $
The Board adopted the Rights Agreement to protect the interests of Company stockholders. In general terms, subject to certain enumerated exceptions, it works by imposing significant dilution upon any person or group that acquires beneficial ownership of
For a summary of the terms of the Rights, the Rights Agreement and the Preferred Stock, please refer to the Company’s Form 8-K filed on February 2, 2026. Copies of the Certificate of Designation and the Rights Agreement were attached as Exhibits 3.1 and 4.1 to the Form 8-K filed on February 2, 2026 and are incorporated herein by reference.
F-42
Item 15. Exhibits
60
61
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| 24.1 | Power of Attorney (included on the signature page hereto) | X | ||||||||||
| 31.1 | Certification of Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 31.2 | Certification of Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. SECTION 1350 | |||||||||||
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. SECTION 1350 | |||||||||||
| 97.1 | Clawback Policy | 10-K | 001-40849 | 97.1 | 04/01/2024 | |||||||
| 101 | The following materials from Mawson Infrastructure Group Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Comprehensive Loss, (iii) Statement of Changes in Shareholders’ Equity (Deficiency), (iv) the Statements of Cash Flow, and (iv) Notes to Financial Statements | X | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X |
| * | Furnished herewith. |
| + | Management compensatory plan. |
| † | Certain information has been omitted pursuant to Item 601(a)(6) of Regulation S-K. |
ITEM 16. FORM 10-K SUMMARY.
None.
63
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Mawson Infrastructure Group, Inc. | ||
| Date: March 31, 2026 | By: | /s/ Kaliste Saloom |
| Kaliste Saloom Interim Chief Executive Officer, General Counsel and Corporate Secretary (Principal Executive Officer) | ||
| Date: March 31, 2026 | By: | /s/ William Regan |
| William Regan Chief Financial Officer (Principal Financial and Accounting Officer) | ||
POWERS OF ATTORNEY
Each of the undersigned officers and directors of Mawson Infrastructure Group Inc., a Delaware corporation, hereby constitutes and appoints Kaliste Saloom and William Regan and each of them, severally, as his attorney-in-fact and agent, with full power of substitution and re-substitution, in his name and on his behalf, to sign in any and all capacities this Annual Report and any and all amendments and exhibits to this Annual Report and any and all applications and other documents relating thereto, with the Securities and Exchange Commission, with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| NAME | TITLE | DATE | ||
|
/s/ Kaliste Saloom |
Interim Chief Executive Officer, General Counsel and Corporate Secretary |
March 31, 2026 | ||
| Kaliste Saloom | (Principal Executive Officer) | |||
| /s/ William Regan | Chief Financial Officer | March 31, 2026 | ||
| William Regan | (Principal Financial and Accounting Officer) | |||
| /s/ Ryan Costello | Director | March 31, 2026 | ||
| Ryan Costello | ||||
| /s/ Steven Soles | Director | March 31, 2026 | ||
| Steven Soles | ||||
| /s/ Kathryn Schellenger | Director | March 31, 2026 | ||
| Kathryn Schellenger |
64