BGDE 8-K
Big Digital Energy, Inc. (BGDE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 1.01 Entry into a Material Definitive Agreement
On September 9, 2024, Mawson Infrastructure Group, Inc. (the “Company”) entered into the Third Amendment to Lease Agreement (the “Amendment”) which amended the existing Lease Agreement, dated as of September 20, 2021, by and between the Company and Jewel Acquisition, LLC, pursuant to which the Company leases approximately 8 acres of land and improvements located at 950 10th Street (950 Railroad Avenue), Midland (Beaver County), Pennsylvania (the “Lease”). The Amendment extends the Lease from September 14, 2024 to September 14, 2027 and sets new rental rates that are effective as of September 15, 2024. Future minimum lease payments for the Lease, as amended, are approximately $1,380,509, with annual increases of 3.1%. All other terms of the Lease remain in full force and effect.
The description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 8.01 Other Events
On September 11, 2024, the Company entered into a Marketing Services Agreement (the “Agreement”) with Outside The Box Capital Inc. (“Box Capital”) pursuant to which Box Capital will provide certain marketing and distribution services to the Company for a six month term in consideration for the payment of a fee of $100,000 worth of restricted shares of the Company’s common stock, as approved by the Company’s board.
The preceding summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Lease Amendment between Mawson Infrastructure Group and Jewel Acquisition, LLC dated September 9, 2024. | |
| 99.2 | Marketing Service Agreement Letter by and between the Company and Outside the Box Capital, Inc., dated September 11, 2024. | |
| 104 | Cover Page Interactive Data File (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 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 of 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. the evolution of AI and HPC market and changing technologies, the slower than expected growth in demand for AI, HPC and other accelerated computing technologies than expected, the ability to timely implement and execute on AI and HPC digital infrastructure, and the ability to timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods mentioned. 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 April 1, 2024, and Mawson’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, May 15, 2024, and August 19, 2024, 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. 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.
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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: September 11, 2024 | By: | /s/ Kaliste Saloom |
| General Counsel and Corporate Secretary | ||
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Exhibit 99.1
THIRD AMENDMENT TO LEASE AGREEMENT
This THIRD AMENDMENT TO LEASE AGREEMENT (the “Amendment”) is effective September 14, 2024 (the “Effective Date”), although made and entered into on the dates as hereinafter set forth below, by and between JEWEL ACQUISITION, LLC, having an address of [***REDACTED***] (the “Landlord”), and MAWSON INFRASTRUCTURE GROUP, INC (the “Tenant”), a Delaware corporation, with its principal office and place of business at 950 Railroad Ave., Midland, PA 15059, as Party of the Second Part (Landlord and Tenant individually, each a “Party,” and collectively, the “Parties”).
WHEREAS, Landlord owns certain real property consisting of [***REDACTED***] located at 950 10th Street Midland PA (the “Property”);
WHEREAS, Landlord and Tenant are the current Parties to that certain commercial Lease Agreement (the “Lease”) dated September 20, 2021, with the initial term ending September 14, 2024 and subject to four (4) additional three (3) years terms by mutual agreement (whereby Tenant is leasing from Landlord approximately 8 acres of vacant land and the ability to connect to and receive power from the substation number 1 (the “Substation”) near the former melt shop building as shown on Exhibit A attached hereto located in Beaver County, PA; and
WHEREAS, the Parties previously amended the Lease on April 1, 2022 and June 1, 2023.
WHEREAS, Landlord and Tenant have agreed to extend the term to September 14, 2027 (“First Renewal Period”) and the Parties desire to amend the Lease to include the payments due from the Tenant during the First Renewal Period;
NOW THEREFORE, in consideration of the mutual covenants contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree to amend the Lease with this signed instrument by authorized representatives of both Parties, as follows:
1. Recitals; Defined Terms. The above-stated Recitals, and any defined terms set forth therein, are restated and incorporated into this Section 1 as though fully set forth herein.
2. Lease in Full Force and Effect. Landlord and Tenant acknowledge that the Lease is in full force and effect as amended herein, the Lease shall be construed together with and to include the provisions set forth herein, and the Lease has not been amended, modified, or supplemented except as set forth herein and no notice of default has been given under or in connection with the Lease which has not been cured, and Landlord has no actual knowledge of the occurrence of any other default under or in connection with the Lease. Any terms used herein that are not defined herein shall have the same definitions as set forth in the Lease.
3. Amendment to Section 3. Use. Tenant use of the Leased Premises may also include providing above ground digital infrastructure and related activities necessary to implement and support these operations or services, including associated with digital assets, cryptocurrency, colocation, and/or computing such as artificial intelligence, high performance computing and other lawful uses.
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Midland Lease – Third Amendment
4. Amendment to Section 4. Rent and Security Deposit. In Section 4 as amended the rent payable is as follows reflecting an annual rent increase of 3.1 percent commencing September 15, 2024:
Year 1: September 15, 2024 – September 14, 2025 - $1,380,509
Year 2: September 15, 2025 – September 14, 2026 - $1,423,304.78
Year 3: September 15, 2026 – September 14, 2027 - $1,467,427.23
5. Amendment to Section 26. Notice. Notice shall be as follows:
| If to tenant: | Attention Legal Department |
| 950 Railroad Ave | |
| Midland, PA 15059 | |
| with an email to: [email protected] and to: [email protected] |
|
| If to Landlord: | Jewel Acquisition, LLC |
| [***REDACTED***] | |
| With a copy to: | |
| [***REDACTED***] | |
6. All Other Lease Terms in Full Force and Effect. Except as modified by this Amendment, all of the terms, provisions, conditions, and covenants of the Lease as previously amended shall be and remain in full force and effect, including but not limited to, all provisions relating to the property being leased “As Is”.
7. Approval and Authority to Sign. Each Party acknowledges that this Amendment was duly approved by each Party and each Party acknowledges that the individual or individuals signing this Amendment are duly authorized to so sign.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as the day and year first above written.
| Tenant: | Landlord: | |||
| Mawson Infrastructure Group Inc | Jewel Acquisition, LLC | |||
| By: | By: | |||
| Name: | Rahul Mewawalla | Name: | [***REDACTED***] | |
| Title: | CEO and President | Title: | Executive Vice President, Finance & CFO | |
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Exhibit 99.2
OUTSIDE THE BOX CAPITAL INC.
2202 Green Orchard Place.
Oakville ON L6H 4V4
Canada
September 11th, 2024
CONFIDENTIAL
Mawson Infrastructure Group Inc.
950 Railroad Avenue
Midland, PA 15059 United States
Attention:
Re: Marketing Services Agreement
Dear Sirs/Mesdames:
Outside The Box Capital Inc. (“Outside The Box Capital”) is pleased to provide marketing and distribution services to Mawson Infrastructure Group Inc. (the “Company”), as more fully described in this letter agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages Outside The Box Capital to provide such services.
| 1. | Services |
(a) Outside The Box Capital’s services to the Company will commence on September 11, 2024 (“Effective Date”) and end on March 11, 2025 (“Ending Date”) overall being the Initial Period (“Initial Period). Outside The Box Capital will provide marketing and distribution services to communicate information about the Company (‘‘Marketing Services’’), including, but not limited to:
| ● | Initial planning and strategy call with ongoing checkpoints to cover feedback, advice, and other strategic matters of the campaign |
| ● | Assist in social media and other community-driving mediums, with the goal of creating more company awareness and engagement. |
| ● | Distribute company approved messaging, press releases, and other approved company materials across social channels, including, but not limited to, [***REDACTED***]. |
| ● | Spread company insights and announcements to new communities with hopes of creating more company awareness and engagement. |
| ● | Featuring the Company in different influencer-based videos, driving more engagement to the Company’s story. |
| ● | Craft and disseminate engaging content to spread company insights and announcements, targeting both existing communities and new audiences. |
| ● | Draft and launch [***REDACTED***] alongside at least [***REDACTED***], aiming to maximize brand exposure and audience reach daily. |
| ● | Deliver a [***REDACTED***] across key social platforms, ensuring daily interaction and sustained engagement with the audience. |
| ● | Plan and launch a [***REDACTED***] in collaboration with the Company, ensuring alignment with marketing objectives and brand voice. |
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| ● | An occasional Q&A or highlight video surrounding recent company news to be posted on the Company’s YouTube channel and/or other company mediums |
| ● | Outside The Box Capital’s services under this Agreement may be modified or supplemented in schedules to this Agreement, mutually agreed upon in writing by Outside The Box Capital and Company. |
(b) Outside The Box Capital will not participate in discussions or negotiations with potential clients or investors. Outside The Box Capital will not solicit orders, make recommendations or give investment advice. Outside The Box Capital will not affect transactions of securities for potential investors or anyone else. Outside The Box Capital and the Company agree that Outside The Box Capital is not being engaged for, and is not permitted to engage in, activities that would give rise to Outside The Box Capital being required to register as a broker-dealer under applicable securities laws, the U.S. Exchange Act, or with FINRA. To the extent, a financial intermediary expresses interest in the Company, Outside The Box Capital will refer the intermediary to the Company. In providing services under this Agreement, Outside The Box Capital agrees to comply with all applicable U.S. and other securities laws.
(c) The Company acknowledges that Outside The Box Capital is the sole and exclusive owner of any and all databases developed by it. Outside The Box Capital may access third- party databases in order to increase the efficiency of its marketing outreach.
(d) It is hereby acknowledged and agreed that Outside The Box Capital shall be entitled to communicate with and shall rely upon the immediate advice, direction, and instructions of the Company’s representative in order to initiate, coordinate and implement the Marketing Services as contemplated herein.
| 2. | Information |
(a) The Company will make available to Outside The Box Capital on a timely basis relevant information pertaining to the Company. The Company also agrees to provide Outside The Box Capital with timely access to appropriate personnel. Outside The Box Capital will only use the information provided by the Company. The Company hereby grants Outside The Box Capital the right to use the name and service marks of the Company in its Marketing Services as long as this Agreement is continuing under the Initial Period (as defined below) or any Renewal Term (as defined below) and has not been terminated in accordance with the provisions hereof.
(b) Outside The Box Capital will be entitled to rely upon the information provided by the Company and all other information that the Company files with applicable regulators. Outside The Box Capital will be under no obligation to verify independently any such information. Outside The Box Capital will also be under no obligation to determine whether there have been, or to investigate any changes in, such information. However, any marketing materials shall be provided to the Company for review and approval prior to such marketing materials being published or disseminated to anyone.
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| 3. | Term and Termination |
The term of this Agreement shall commence on the Effective Date until the End Date overall being the Initial Period. During the Initial Period, the parties may terminate this Agreement by mutual consent and either may terminate this Agreement if the other party files for bankruptcy or becomes insolvent under U.S. or Canadian law, or is in material breach of this Agreement. The Company shall pay Outside The Box Capital for all services performed up to and including the effective date of termination. Within ten (10) days after the termination or expiration of this Agreement, each party shall return to the other all Proprietary or Confidential Information (defined below) of the other party (and any copies thereof) in the party’s possession or, with the approval of the party, destroy all such Proprietary or Confidential Information.
| 4. | Confidentiality |
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer-retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party that was not subject to a duty of confidentiality to the disclosing party; (iii) is independently developed by the receiving party as shown by the receiving party’s then-contemporaneous written files and records kept in the ordinary course of business; or (iv) is subject to disclosure under a court order or other lawful processes. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Outside The Box Capital and the Company acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall survive termination of this Agreement.
| 5. | Compliance |
Outside The Box Capital hereby covenants to comply with all applicable laws and regulations, including the United States, and including SEC and FTC regulations.
| 6. | Indemnification |
Outside The Box Capital shall hereby agrees to indemnify, defend and hold harmless the Company and its respective Affiliates, officers, directors, agents and employees from and against any and all losses, liabilities, damages, liens, claims, obligations, judgments, penalties, deficiencies, costs and expenses (including reasonable attorneys’ fees and court costs) to the extent resulting from or arising out of any negligence or breach or omission of performance by Outside The Box Capital of any of the representations, covenants, warranties, or otherwise.
| 7. | Compensation |
For the Initial Term, Company agrees to pay Outside The Box Capital the compensation set forth in Schedule A attached hereto, which Schedule A forms part of this Agreement.
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| 8. | Expenses |
In the occasion where the Company requests Outside The Box Capital to travel, outside of the agreement, upon mutual agreement outside of this agreement Outside The Box Capital shall also be reimbursed for all direct, pre-approved, and reasonable expenses actually and properly incurred by Outside The Box Capital in performing the Marketing Services (collectively, the “Expenses”); and which Expenses, it is hereby acknowledged and agreed, shall be payable by the Company to the order, direction and account of Outside The Box Capital as Outside The Box Capital may designate in writing, from time to time, in Outside The Box Capital’ sole and absolute discretion, as soon as conveniently possible after the prior delivery by Outside The Box Capital to the Company of written substantiation on account of each such pre-approved reimbursable Expense.
| 9. | Notices |
Notices under this Agreement are sufficient if given by nationally recognized overnight courier service, certified mail (return receipt requested), or personal delivery to the other party at the addresses first set out above along with a copy via email to [email protected].
| 10. | Dispute Resolution |
All disputes arising under this Agreement which cannot amicably be resolved between the parties, shall be submitted to arbitration in the State of Pennsylvania of the United States before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties. Nothing contained herein shall prevent the Party from seeking or obtaining an injunction in a court of the Relevant Jurisdiction. No Party to this Agreement will challenge the jurisdiction or venue provisions as provided in this Agreement. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
| 11. | Choice of Law and Jurisdiction |
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Pennsylvania of the United States.
| 12. | Waiver |
The failure of any party to seek redress for violation of or to insist upon the strict performance of any agreement, covenant, or condition of this Agreement shall not constitute a waiver with respect thereto or with respect to any subsequent act.
| 13. | Assignment |
Except as may be necessary for the rendition of the services as provided herein, neither Outside The Box Capital nor Company may assign any part or all of this Agreement, or subcontract or delegate any of their respective rights or obligations under this Agreement, without the other party’s prior written consent. Any attempt to assign, subcontract, or delegate in violation of this paragraph is void in each instance.
[the rest of this page intentionally left blank]
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| 14. | Entire Agreement |
This Agreement and the schedules attached constitute the agreement between Outside The Box Capital and Company relating to the subject matter hereof and supersede any prior agreement or understanding between them. This Agreement may not be modified or amended unless such modification or amendment is agreed to in writing by both Outside The Box Capital and the Company.
| 15. | Counterparts |
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Photocopied, electronic, or digital copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.
| 16. | Acceptance |
Please confirm that the foregoing is in accordance with Company’s understanding by signing and returning this Agreement, which will thereupon constitute a binding Agreement between Outside The Box Capital Inc. and Company. This Agreement may be executed in counterparts and with electronic or facsimile signatures.
| Yours very truly, | ||
| Outside The Box Capital Inc. | ||
| By: | /s/ Jason Coles | |
| Name: | Jason Coles | |
| Title: | CEO | |
The foregoing is in accordance with our understanding and is accepted and agreed upon by us as of the date first written above.
| Mawson Infrastructure Group Inc. | |||
| By: | /s/ Kaliste Saloom | ||
| Name: | Kaliste Saloom | ||
| Title: | General Counsel | ||
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SCHEDULE
“A”
COMPENSATION
For the Initial Period, in consideration of the performance of the services by Outside The Box Capital pursuant to the Agreement to which this Schedule A is attached, the Company hereby agrees to compensate Outside The Box Capital as follows:
$100,000 USD worth of shares; with the payment due within 30 days from the Effective Date. The number of shares issued will be determined based on the closing price of the Effective Date. Such shares may have Rule 144 or such applicable rules applied, including customary holding period(s), as determined by the Issuer.
Pursuant to Section 3 related to Term and Termination of the Agreement, in the event this Agreement terminates early, Outside the Box Capital shall return or forfeit pro-rata number of shares.