Big Digital Energy, Inc 8-K, filed Jan 31, 2023
Big Digital Energy, Inc. (BGDE)
About this 8-K
Big Digital Energy, Inc filed this 8-K on January 31, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
The disclosures set forth in Item 5.02 below are incorporated by reference into this Item 1.01.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
Appointment of Director
On January 31, 2023 the Board of Directors (“the Board”) of Mawson Infrastructure Group Inc. (“the Company”) appointed Mr. Rahul Mewawalla to serve as a member of the Board, effective as of immediately, to fill a vacancy on the Board of Directors.
Mr. Mewawalla will serve on the Board until the Company’s 2023 annual meeting of stockholders at which time he will stand for election alongside the Company’s current directors. The Board has also appointed Mr Mewawalla to serve as a member of the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee.
Mr. Mewawalla’s appointment was decided upon after seeking a nomination and recommendation from the Company’s Nominating and Corporate Governance Committee. The Board has determined that Mr. Mewawalla qualifies as “independent” in accordance with the published listing requirements of NASDAQ.
Mr. Mewawalla has extensive strategic and operational leadership expertise with technology, software, telecommunications, financial services, and digital companies. Mr. Mewawalla has public company board expertise across various roles including as Chair of the Board, Audit Committee Chair, Compensation Committee Chair, Nominating and Governance Committee member and Special Committee member, having served on the boards of several NASDAQ-listed companies, including Phunware Inc., Four Leaf Acquisition Corporation, Aquarius II Acquisition Corporation, Lion Group Holding, and Rocky Mountain Chocolate Factory Inc. Mr. Mewawalla also has executive and operating experience at numerous companies, including as a Chief Executive Officer, President, C-level Officer and Executive Vice President. In addition to his public company experience, Mr. Mewawalla has served as a board member, investor and advisor to various private and philanthropic companies.
There is no arrangement or understanding with any person pursuant to which Mr. Mewawalla was appointed as a member of the Board. There are no transactions or relationships between the Company and Mr. Mewawalla that are reportable under Item 404(a) of Regulation S-K. In connection with Mr. Mewawalla’s appointment to the Board, Mr. Mewawalla entered into a Director Appointment Letter dated January 31, 2023, with the Company (the “Director Appointment Letter”). Pursuant to the Director Appointment Letter, Mr. Mewawalla will receive annual compensation in the amount of $225,000 package for his service as a member of the Board, and for his committee roles. Half of his compensation will be issued to him as restricted stock units under the Company’s Equity Incentive Plan.
The description of the Director Appointment Letter is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
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Item 7.01 Regulation FD Disclosure.
On January 31, 2023 the Company issued a press release announcing the appointment of Mr. Mewawalla to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Director Appointment Letter between the Company and Rahul Mewawalla dated January 31, 2023 | |
| 99.1 | Press Release dated January 31, 2023 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this report that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2022, Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022, and in other filings that the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
| Date: January 31, 2023 | By: | /s/ James Manning |
| James Manning | ||
| Chief Executive Officer | ||
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Exhibit 10.1
RE: Mawson Infrastructure Group, Inc. (“Company”)
Dear Mr Mewawalla,
I am pleased to confirm that following the recommendation of the nominating committee, the board of directors of the Company (the “Board”) has approved your appointment as a member of the Board subject to you confirming that you accept the terms and conditions set out in this letter.
It is understood that you will not be an employee of the Company.
| 1. | APPOINTMENT |
| 1.1 | Your appointment is subject to the Certificate of Incorporation and By-laws of the Company as is currently in effect and as may be modified or amended from time to time (collectively, the “Constitution”). Nothing in this letter will be taken to exclude or vary the terms of the Constitution as it applies to you as a director of the Company. Your continued service as a director is subject to your re-election by the Company’s shareholders at the 2023 annual stockholders’ meeting and to re-election at any subsequent annual stockholders’ meeting at which either the Constitution requires, or the Board resolves, that you stand for re-election. |
| 1.2 | Continuation of your service as a director is also contingent on satisfactory performance, as determined by the nominating committee of the Board, and any relevant statutory provisions relating to the removal of a director. |
| 1.3 | The nominating committee of the Board may nominate you to serve for successive term(s), in its discretion and subject to your agreement and your re-election at the annual stockholders’ meetings in accordance with the Constitution. Notwithstanding any mutual expectation, you have no right to re-nomination by the Board, either annually or after any period of time. |
| 1.4 | You may be appointed to serve on one or more committees of the Board. You have been appointed to, and have agreed to serve as a member of the Nominating and Governance Committee, the Audit Committee, and the Compensation Committee. The committee charters are available on the Company website. |
| 1.5 | You agree to comply with the Code of Ethics, as may be amended from time to time, which is available on the Company website. |
| 1.6 | If the Board may request that you resign from your role as a member of the Board, and you agree to resign, if you: |
| (a) | commit a material breach of your obligations under this letter; |
| (b) | commit any serious or repeated breach or non-observance of your obligations to the Company (which include an obligation not to breach your duties to the Company, whether statutory, fiduciary or common law); |
| (c) | are guilty of any fraud or dishonesty or have acted in a manner which, in the opinion of the Company acting reasonably, brings or is likely to bring you or the Company into disrepute or is materially adverse to the interests of the Company; |
| (d) | are convicted of any criminal offence that results in a material penalty or imprisonment; |
| (e) | are restricted or disqualified from acting as a director of any company; |
| (f) | in the opinion of the majority of the Board, become incapable by reason of mental disorder of discharging your duties as a director; |
| (g) | have been absent for more than six consecutive months without permission of the Board from meetings of the directors held during that period and your alternate director (if any) will not have attended any such meeting in your place during such period and all of your co-directors pass a resolution that by reason of such absence you have vacated your office; |
| (h) | are required in writing (whether in electronic form or otherwise) by all your co-directors to resign; or |
| (i) | have not complied with the Company’s policies or any material applicable laws. |
| 2. | TIME COMMITMENT |
| 2.1 | You will be expected to spend a sufficient amount of time as may be necessary to adequately prepare for and attend any meetings of the Board and its committees as may be called from time to time. You will be expected to devote such time as is necessary for the proper performance of your duties. |
| 2.2 | The nature of the role makes it impossible to be specific about the maximum time commitment, and there is always the possibility of additional time commitment in respect of preparation time and ad hoc matters which may arise from time to time, and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings. |
| 4. | FEES AND EXPENSES |
| 4.1 | You will be paid an annual fee of US$112,5003 gross (“Cash Compensation”), which shall be paid as a monthly payment. |
| 4.2 | In addition, non-employee directors of the Company are entitled to receive an annual grants of restricted stock units (“RSUs"), and your RSUs are valued at US$112,500 under the Company’s 2021 Equity Incentive Plan, on the usual terms, which shall be granted upon your appointment, with 1/4th vesting immediately and an additional 1/4th every subsequent quarter. In the event of a Change in Control, all unvested RSUs shall be deemed earned and vested in full prior to such Change in Control. |
| 4.3 | Fees will be subject to periodic review by the compensation committee of the Board. |
| 4.4 | The Company will reimburse you for all reasonable and properly-documented expenses you incur in performing the duties of your office. The procedure and other guidance in respect of expense claims is set out in the Company’s guide relating to expense claims from time to time or, if no such guide is in place, as agreed with the Chairman of the Board. |
| 4.5 | Unless otherwise agreed between you and the compensation committee of the Board, on termination of your services as a director you will only be entitled to such fees and RSUs as may have accrued to the date of termination, together with reimbursement in the normal way of any expenses properly incurred prior to that date. |
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| 5. | INDEPENDENCE AND OUTSIDE INTERESTS |
| 5.1 | The Board of the Company has determined you to be independent, taking account of the guidance contained in Nasdaq Rule 5605 and IM-5605, and taking into account exemptions thereto at Nasdaq Rule 5615.5 |
| 5.2 | It is accepted and acknowledged that you have business interests other than those of the Company, as set out in the director’s questionnaire completed by you. |
| 5.3 | Notwithstanding the foregoing, you acknowledge the importance of avoiding conflicts of interest and the appearance of conflicts of interest. Accordingly, you have disclosed all present or currently existing conflicts and agree to disclose to the Company any future commitments, whether such commitments create potential or actual conflicts of interest or the appearance of any conflicts. In the event that you become aware of any further potential or actual conflicts of interest, these should be disclosed to the Chairman as soon as they become apparent and the agreement of the Board may have to be sought. You should immediately recuse yourself from decision making on any matter on which there is a conflict. |
| 5.4 | You represent to the Company that the performance of your duties as a director of the Company do not and will not violate any agreement or obligation, whether written or not, that you may have with or to any person. |
| 6. | CONFIDENTIALITY |
| 6.1 | You acknowledge that as a director you will have fiduciary duties to the Company, which include, but are not limited to keeping all information acquired during your appointment confidential and not be releasing, communicating, or disclosing it either during your service or after you stop serving at a director, to third parties without my prior clearance. |
| 6.2 | You acknowledge the need to hold and retain Company information (in whatever format you may receive it) under appropriately secure conditions. |
| 6.3 | You will notify the Company promptly if you are subpoenaed or otherwise served with legal process in any manner involving the Company. |
| 6.4 | In the event of any claim or litigation against the Company, or any officer, employee, or director of the Company, based upon any alleged conduct, acts or omissions, you will cooperate with the Company and provide to the Company such information and documents in your possession or control as are necessary and reasonably requested by the Company or its counsel. |
| 6.5 | Nothing in this paragraph will prevent you from disclosing information which you are entitled or required to disclose under any statutory provision, provided that the disclosure is made in accordance with the provisions of such statutory provision. |
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| 7. | DEALING IN THE COMPANY’S SHARES, FILINGS |
| 7.1 | You agree to comply with the insider trading policy, as may be amended from time to time, which is available on the Company website. |
| 7.2 | You agree to give prior notice to the Company of any trades you intend to make in the Company’s stock, and the assist the Company with any necessary filings. |
| 8. | REVIEW PROCESS |
The performance of individual directors and the whole Board and its committees is evaluated annually.
| 9. | INDEPENDENT PROFESSIONAL ADVICE |
Circumstances may occur when, in the execution of your duties as a director, it will be appropriate for you to seek advice from independent advisers at the Company’s expense. With the approval of the Chairman, the Company will reimburse the reasonable cost of expenditure incurred by you in such circumstances in accordance with any policy in effect from time to time.
Copies of this advice would normally be expected to be made available to, and for the benefit of all Board members, unless otherwise agreed by the Chairman.
All directors have direct access to the General Counsel / Corporate Secretary for advice and assistance where appropriate. If you wish to contact a member of the Company’s management, the Corporate Secretary is available to facilitate that meeting for you.
| 10. | CHANGES TO PERSONAL DETAILS |
You will advise the Corporate Secretary promptly of any change in address or other personal contact details.
| 11. | RETURN OF PROPERTY |
Upon termination of your service as a director of the Company (for whatever cause), you will deliver to the Company or destroy, at the Company’s discretion, all documents, records, papers or other Company property which may be in your possession or under your control, and which relate in any way to the Company’s business affairs, and you will not retain any copies thereof.
| 12. | OTHER |
All the provisions and terms above are subject to NASDAQ regulations and rules, and Delaware Corporation laws and guidelines, and in the event of any conflict, the NASDAQ rules and regulations and the Delaware Corporation laws and guidelines shall supersede the provisions and terms contained herein.
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Exhibit 99.1
Mawson Infrastructure Group Inc Announces Board Appointment
Appointment of Mr. Rahul Mewawalla as a Member of the Mawson Board and Committees
Sharon, PA and Sydney, Australia — January 31, 2023 — Mawson Infrastructure Group Inc. (NASDAQ:MIGI) (“Mawson” or the “Company”), a digital infrastructure provider, announced today the appointment of Mr. Rahul Mewawalla as a Member of the Board of Directors, and a member of the Compensation, Audit and Nomination and Governance Committees. The Audit Committee will also subsequently consist of the required number of independent directors under NASDAQ Rules.
Mr. Mewawalla is a digital, business, product and technology leader. He has public company board expertise across various roles including as Chairman of the Board, Audit Committee Chairman, Compensation Committee Chairman, Nominating and Governance Committee member, Special Committee member, and Strategic Transactions Committee member, having served on the boards of several NASDAQ-listed companies, including Phunware Inc., Four Leaf Acquisition Corporation, Aquarius II Acquisition Corporation, Lion Group Holding, and Rocky Mountain Chocolate Factory Inc. Mr. Mewawalla also has executive and operating experience at numerous companies, including in Chief Executive Officer, President, C-level Officer and Executive Vice President roles. He also has extensive global markets experience across companies such as Yahoo Inc., Nokia Corporation (NYSE: NOK) and General Electric Company (NYSE: GE). In addition to his public company experience, Mr. Mewawalla has served as a board member, investor and advisor to various private and philanthropic companies.
James Manning, CEO, commented “We are pleased to have Rahul joining our Board and Committees. With his demonstrated leadership and experience in the technology space, whether in the boardroom or C-level roles. Rahul is a highly regarded board and governance professional. He will be an asset to Mawson as we seek to build on the foundations that we laid for Mawson during 2022”.
Rahul Mewawalla, commented “I am excited to support the future growth of Mawson Infrastructure Group, a leading global digital infrastructure provider, as the company continues to build upon and grow its vertically integrated strategy to advance the global transition to the digital economy.”
Mr. Manning added, “This appointment, along with the upcoming consent solicitation, will ensure our full compliance with Nasdaq listing rules, and accelerates our future plans as we look to 2023 and beyond.”
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ENDS
About Mawson Infrastructure
Mawson Infrastructure Group (NASDAQ: MIGI) is a digital infrastructure provider, with multiple operations throughout the USA and Australia. Mawson’s vertically integrated model is based on a long-term strategy to promote the global transition to the new digital economy. Mawson matches sustainable energy infrastructure with next-generation Mobile Data Center (MDC) solutions, enabling low-cost Bitcoin production and on-demand deployment of infrastructure assets. With a strong focus on shareholder returns and an aligned board and management, Mawson Infrastructure Group is emerging as a global leader in ESG focused Bitcoin mining and digital infrastructure.
For more information, visit: www.mawsoninc.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Mawson cautions that statements in this press release that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon Mawson’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the possibility that Mawson’s need and ability to raise additional capital, the development and acceptance of digital asset networks and digital assets and their protocols and software, the reduction in incentives to mine digital assets over time, the costs associated with digital asset mining, the volatility in the value and prices of cryptocurrencies and further or new regulation of digital assets. More detailed information about the risks and uncertainties affecting Mawson is contained under the heading “Risk Factors” included in Mawson’s Annual Report on Form 10-K filed with the SEC on March 21, 2022, and Mawson’s Quarterly Report on Form 10-Q filed with the SEC on August 22, 2022, November 14, 2022 and in other filings Mawson has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Mawson undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
Investor Contact:
Brett Maas
646-536-7331
brett@haydenir.com
www.haydenir.com