Big Digital Energy, Inc 8-K/A, filed Feb 7, 2023
Big Digital Energy, Inc. (BGDE)
About this 8-K/A
Big Digital Energy, Inc filed this 8-K/A on February 7, 2023, reporting on events of December 22, 2022.
Items reported
- Item 5.07: Shareholder vote results
- 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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Explanatory Note
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Item 5.07 Submission of matters to a vote of security holders.
As of 5pm Eastern Time on February 3, 2022, the Company has received votes sufficient to approve the Reverse Stock Split and Capitalization Reduction, and the tabulation of the votes, was as follows:
Proposal 1: Reverse Stock Split
| FOR | AGAINST | ABSTAIN | ||
| 55,651,027 | 182,727 | 11,942 |
Proposal 2: Capitalization Reduction
|
FOR |
AGAINST | ABSTAIN | ||
| 55,685,076 | 137,398 | 23,222 |
The Company has filed the Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effect the Reverse Stock Split and Capitalization Reduction. The Company expects that Mawson shares will trade on a post-reverse stock split adjusted basis on and from February 9, 2023 on the Nasdaq Capital Market. The trading symbol for the Common Stock will remain “MIGI”. The new CUSIP number for the Common Stock will be 57778N 307.
The total number of votes entitled to vote under the Consent Solicitation was 81,755,291.
Item 7.01 Regulation FD Disclosure.
On February 7, 2023, the Company issued a press release announcing the results of the vote pursuant to the Consent Solicitation. 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/A 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/A 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Company press release dated February 7, 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: February 7, 2023 | By: | /s/ James Manning |
| James Manning | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Mawson Infrastructure Group Inc Announces Results of Reverse Stock Split Vote
Mawson stockholders vote in favor of Reverse Stock Split
Sharon, PA and Sydney, Australia — February 7, 2023 — Mawson Infrastructure Group Inc. (NASDAQ:MIGI) (“Mawson” or the “Company”), a digital infrastructure provider, announced today the results of its stockholder vote in respect of its reverse stock split, which was sent to stockholders on December 23, 2022.
Stockholders voted in favor of the 1 for 6 reverse stock split, and a related resolution to reduce Mawson’s authorized Common Stock from 120,000,000 shares to 90,000,000 shares.
It is anticipated that, after the reverse stock split, the Mawson stock price will meet the Nasdaq listing rules threshold minimum bid price requirement, which essentially requires a listed company’s stock price to remain above $1.
Of the stockholders who voted, more than 99% of the shares voted were voted in favor of the resolutions, with over 68% of shares1 participating in the vote.
It is expected that Mawson shares will trade on a post-reverse stock split adjusted basis on and from February 9, 2023.
James Manning, CEO, commented “Stockholder support for the proposal was strong, especially considering the time of year that we undertook the split. We wish to thank all stockholders who took the time to vote. Once implemented the split should ensure that Mawson will be fully compliant with all the Nasdaq rules. Mawson can also look forward confidently into 2023 with its newly authorized capital structure, and our expectation is that the split won’t have any meaningful impact on our stock liquidity. This result is another piece of welcome news, after the recent appointment of our new independent director, Mr. Rahul Mewawalla.”
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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
1 As at the record date.
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