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):November 19, 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 Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) 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.
As previously disclosed, at the annual meeting of stockholders (the “Annual Meeting”) of Mawson Infrastructure Group Inc. (the “Company”) held on October 15, 2025, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (“common stock”) at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Company’s Board of Directors (the “Board”) in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment.
On November 19, 2025, the Company announced that it will effect a 1-for-20 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”) effective at 5:00 p.m. Eastern time on November 20, 2025 (the “Effective Time”), and the common stock is expected to begin trading on a Reverse Stock Split adjusted basis on The Nasdaq Capital Market at market open on November 21, 2025 under the existing symbol “MIGI” and the new CUSIP number 57778N406.
The Board has approved the 1-for-20 Reverse Stock Split ratio and the Company expects to file a certificate of amendment to the Certificate of Incorporation to effect the Reverse Stock Split at the Effective Time.
The Reverse Stock Split is primarily intended to increase the per share market price of the common stock in order to meet the $1.00 per share minimum bid price required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).
As a result of the Reverse Stock Split, every 20 shares of the common stock will be automatically combined into one new share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split. If the shares of common stock held by any holder of common stock immediately prior to the Effective Time are collectively reclassified pursuant to the Reverse Stock Split into a fractional number of shares of common stock, the Company will issue to such holder such fractions of a share of common stock as are necessary to round the number of shares of common stock held by such holder immediately following the Reverse Stock Split up to the nearest whole number of shares. The Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the Reverse Stock Split effectively results in rounding up of fractional shares. After the Reverse Stock Split, the shares of the common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock now authorized. The Reverse Stock Split will not affect the number of authorized shares or the par value of the Company’s capital stock. Proportional adjustments will be made to the number of shares of common stock issuable upon the exercise of the Company’s outstanding stock options and warrants, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plan.
On November 19, 2025 the Company issued a press release announcing, among other things, the Board’s approval of the Reverse Stock Split at a ratio of 1-for-20. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 19, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
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: November 19, 2025 | By: | /s/ Kaliste Saloom |
| Kaliste Saloom | ||
| Interim Chief Executive Officer, General Counsel and Corporate Secretary |
2
Exhibit 99.1
MAWSON INFRASTRUCTURE GROUP INC. ANNOUNCES 1-FOR-20REVERSE STOCK SPLIT
Midland, Pa., November 19, 2025 (GLOBE NEWSWIRE) — Mawson Infrastructure Group Inc. (NASDAQ: MIGI) (“Mawson” or the “Company”), a technology company that provides digital infrastructure for artificial intelligence (“AI”), high-performance computing (“HPC”) and digital assets, today announced that the Company’s Board of Directors has approved the implementation of a reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”) by a ratio of 1-for-20.
The Company will effect the Reverse Stock Split at a 1-for-20 ratio effective at 5:00 p.m. Eastern time on November 20, 2025. The Company’s Common Stock is expected to begin trading on a Reverse Stock Split adjusted basis on The Nasdaq Capital Market at market open on November 21, 2025 under the existing symbol “MIGI” and the new CUSIP number 57778N406.
At the Company’s Annual Meeting of Stockholders held on October 15, 2025, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Common Stock by a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Company’s Board of Directors.
The Reverse Stock Split is primarily intended to increase the Company’s per share market price of its Common Stock to seek to regain compliance with the minimum per share bid price requirement for continued listing on The Nasdaq Capital Market.
As a result of the Reverse Stock Split, every 20 shares of the Common Stock will be automatically combined into one new share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. If the shares of Common Stock held by any holder of Common Stock immediately prior to the Reverse Stock Split are collectively reclassified pursuant to the Reverse Stock Split into a fractional number of shares of Common Stock, the Company will issue to such holder such fractions of a share of Common Stock as are necessary to round the number of shares of Common Stock held by such holder immediately following the Reverse Stock Split up to the nearest whole number of shares. The Reverse Stock Split will not alter stockholders’ percentage ownership interest in the Company, except to the extent of any de minimis change due to rounding up as described above.
The Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), will serve as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-reverse split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-reverse split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to each broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Any stockholder of record holding shares of the Company’s Common Stock in certificate form will receive a transmittal letter from Computershare with instructions as soon as practicable after the Reverse Stock Split.
About Mawson
Mawson is a technology company that offers digital infrastructure platforms for AI, HPC and digital assets. The Company’s digital infrastructure platforms can be used to operate computing resources for a number of applications, and are offered across AI, HPC, digital assets, and other computing applications. Our innovation, technology, and operational expertise enables us to operate and optimize digital infrastructure to accelerate the digital economy. 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.
Articles and recent news related to the Company are available at www.mawsoninc.com/articles.
For more information, visit: https://www.mawsoninc.com
Cautionary Note Regarding Forward-LookingStatements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding listing matters, potential financing activities, operational plans, legal proceedings, strategy, and other future events. Words such as “expect,” “intend,” “plan,” “anticipate,” “believe,” “seek,” “may,” “will,” and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements in this press release include, among others, that the Reverse Stock Split will occur in the future and statements regarding the Company’s ability to regain compliance with Nasdaq’s listing standards.
These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including, without limitation, market conditions; changes in HPC and digital asset markets; digital asset price volatility; regulatory developments; the outcome and timing of legal proceedings; Mawson’s need and ability to raise additional capital; and other risks described in Mawson’s filings with the SEC. Mawson undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances after the date of this release, except as required by law.
Investor Contact: IR@mawsoninc.com;
Partnerships Contact: Partnerships@mawsoninc.com;
Media and Press Contact: mediarelations@mawsoninc.com