8-K
Big Digital Energy, Inc. (BGDE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):December 11, 2025
Mawson Infrastructure Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40849 | 88-0445167 |
|---|---|---|
| (State or Other Jurisdiction <br><br>of Incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
950 Railroad Avenue
Midland, Pennsylvania 15059
(Address of Principal Executive Offices) (Zip Code)
(412) 515-0896
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | MIGI | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On December 11, 2025, Mawson Infrastructure Group Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”) to increase the capacity of its existing “at-the-market” offering program (the “ATM”) by $40,000,000. While this filing increases the available capacity under the ATM, the Company is under no obligation to issue any shares (the “Shares”) pursuant to the program. The expanded facility is intended to enhance the Company’s financial flexibility, providing an efficient mechanism to access capital if, and when, deemed appropriate. Any utilization of the ATM will be at the discretion of the Company, taking into account prevailing market conditions and strategic priorities.
As previously disclosed, the ATM is conducted pursuant to the At the Market Offering Agreement, dated as of October 16, 2025 (the “Sales Agreement”), by and between the Company and H.C. Wainwright & Co., LLC (“Wainwright”). The Company previously registered the offer and sale of up to $9,600,000 of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) through Wainwright under the Sales Agreement. The Prospectus Supplement covers Shares having an aggregate sales price of up to $40,000,000. Prior to the date hereof, the Company has sold 1,558,944 shares of Common Stock for aggregate gross proceeds of $9,599,246.43 through Wainwright under the Sales Agreement.
There can be no assurance that Wainwright will be able to complete future placements pursuant to the Sales Agreement, even if instructed to do so. The number of Shares that the Company may ultimately sell under the Sales Agreement, if it chooses to do so, will fluctuate based on a number of factors, including the market price of its Common Stock during the sales period, the limits it may set in any instruction to sell Shares, and the demand for its Common Stock during an applicable sales period.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any security nor any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description is qualified in its entirety by reference to the full text of the Sales Agreement, the form of which was filed with the SEC on October 17, 2025 as Exhibit 1.1 to the Company’s Current Report on Form 8-K and is incorporated herein by reference
Attached hereto as Exhibit 5.1 is the opinion of Stoel Rives LLP relating to the validity of the Shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 5.1 | Opinion of Stoel Rives LLP |
| 23.1 | Consent of Stoel Rives LLP (included in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
|---|---|---|
| Date: December 11, 2025 | By: | /s/ Kaliste Saloom |
| Kaliste Saloom | ||
| Interim Chief Executive Officer, General Counsel and Corporate Secretary |
2
Exhibit 5.1
December 11, 2025
101 S. Capitol Boulevard, Suite 1900
Boise, Idaho 83702
T: 208.389.9000
Mawson Infrastructure Group Inc.
950 Railroad Avenue
Midland, PA 15059
Re: Mawson Infrastructure Group Inc. – At the Market Offering pursuant to Registration
Statement on Form S-3
Ladies and Gentlemen:
We have acted as legal counsel to Mawson Infrastructure Group Inc., a Delaware corporation (the “Company”), in connection with the offer and sale from time to time of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate price of up to $40,00,000 (the “Shares”) in “at the market offerings,” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the terms of an At the Market Offering Agreement, dated October 16, 2025, by and between the Company and H.C. Wainwright & Co., LLC (the “SalesAgreement”).
The Shares are being offered and sold by the Company under a registration statement on Form S-3 originally filed with the Securities and Exchange Commission (the “Commission”) on September 3, 2025 and declared effective by the Commission on September 15, 2025 (Registration No. 333-290013) (the “RegistrationStatement”), including a base prospectus dated September 15, 2025 (the “Base Prospectus”); a prospectus supplement dated October 17, 2025 (the “Prospectus Supplement”); and Supplement No. 1 to the Prospectus Supplement dated December 11, 2025 (together with the Base Prospectus and Prospectus Supplement, the “Prospectus”).
In connection with the registration of the Shares, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the organizational documents of the Company, (ii) resolutions adopted by the Board of Directors of the Company, (iii) the Registration Statement and the exhibits thereto, (iv) the Prospectus and (v) the Sales Agreement.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the officers and other representatives of the Company.
December 11, 2025
Page 2
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares have been duly authorized, and when issued, delivered and paid for in accordance with the Sales Agreement, will be validly issued, fully paid and non-assessable.
Our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware. We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the sale of the Shares.
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. The Shares may be sold from time to time, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect. We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Shares, or as to the effect that their performance of such obligations may have upon any of the matters referred to above. We assume no obligation should the present federal securities laws of the United States or the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise.
We consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K and to its incorporation by reference into the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very Truly Yours,
/s/ Stoel Rives LLP
Stoel Rives LLP