As filed with the Securities and Exchange Commission
on February 21, 2025
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
MAWSON
INFRASTRUCTURE GROUP INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
80-0445167 |
(State or other jurisdiction
of incorporation) |
|
(I.R.S. Employer
Identification No.) |
950 Railroad Avenue
Midland, Pennsylvania 15059
(Address of Principal Executive Offices) (Zip
Code)
Mawson
Infrastructure Group Inc. 2024 Omnibus Equity Incentive Plan
(Full title of the plan)
Rahul Mewawalla
Chief Executive Officer
Mawson Infrastructure Group Inc.
950 Railroad Avenue
Midland, Pennsylvania 15059
(Name and address of agent for service)
(412) 515-0896
(Telephone number, including area code, of agent
for service)
with a copy to:
Meaghan S. Nelson
Stoel Rives LLP
101 S. Capitol Boulevard, Suite 1900
Boise, Idaho 83702
Telephone: (208) 387-4283
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.:
| |
Large Accelerated Filer ☐ |
Accelerated Filer ☐ |
| |
Non-Accelerated Filer ☒ |
Smaller Reporting Company ☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being
filed by Mawson Infrastructure Group Inc. (the “Company”) to register an additional 7,500,000 shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”), issuable under the Company’s 2024 Omnibus Equity Incentive
Plan (the “Plan”). The registration of 5,000,000 additional shares under the Plan is pursuant to the provision in the Plan
which provides for annual automatic increases in the number of shares of Common Stock reserved for issuance under the Plan. In addition,
shares of Common Stock delivered (either by actual delivery or attestation) to the Company by a participant to (i) satisfy the applicable
exercise or purchase price of an award, and/or (ii) satisfy any applicable tax withholding obligation, in each case, shall be added to
the number of shares of Common Stock available for the grant of awards under the Plan. Therefore, an additional 2,500,000 shares of Common
Stock are being registered hereunder for those purposes.
The Company previously filed a Registration Statement
on Form S-8 on June 21, 2024 (File No. 333-280370) relating to the Plan (the “Prior Registration Statement”). Pursuant to
General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statement,
except for Items 3 and 8, which are being updated by this Registration Statement.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company incorporates by reference into this
Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
| 1. | the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on April 1,
2024; |
| 2. | the portions of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 30, 2024, that are
incorporated by reference into Part III of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023; |
| 4. | the Company’s Current Reports on Form 8-K filed with the Commission on April
1, 2024, April 15, 2024, April
18, 2024, April 30, 2024, May
10, 2024, May 20, 2024, June
14, 2024, June 18, 2024, June
21, 2024, June 25, 2024, July
3, 2024, July 17, 2024, July
18, 2024, August 9, 2024, August
12, 2024, August 22, 2024, August
27, 2024, September 9,
2024, September 10,
2024, September 11,
2024, September 16, 2024, October
17, 2024, October 28,
2024, December 4, 2024, December
10, 2024, December 13,
2024, January 7, 2025, January
10, 2025, January 17, 2025 and, January
29, 2025 and February 12, 2025 (excluding information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on
such form that are related to such items); |
| 5. | the description of the Common Stock contained in the Company’s registration statement on Form 8-A, filed with the Commission
on September 28, 2021, and all amendments or reports filed for the purpose of updating such description, including Exhibit 4.2 of the
Company’s Annual Report referred to in (1) above. |
All other reports and documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and/or 15(d) of the Securities Exchange Act of 1934, as amended, (other than Current Reports furnished
under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities
offered hereby have been sold or that deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the date of filing such reports and documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement herein or in any subsequently filed document that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration
Statement, except as so modified or superseded.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington,
on February 21, 2025.
| |
MAWSON INFRASTRUCTURE GROUP INC. |
| |
|
|
| |
By: |
/s/ Rahul Mewawalla |
| |
Name: |
Rahul Mewawalla |
| |
Title: |
Chief Executive Officer, President, and Director |
POWERS OF ATTORNEY
Each of the undersigned officers and directors of Mawson Infrastructure
Group Inc., a Delaware corporation, hereby constitutes and appoints Rahul Mewawalla and William Regan and each of them, severally, as
his or her attorney-in-fact and agent, with full power of substitution and re-substitution, in his or her name and on his or her behalf,
to sign in any and all capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement and any and all applications and other documents relating
thereto, with the Securities and Exchange Commission, with full power and authority to perform and do any and all acts and things whatsoever
which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above
described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts
of any such attorney or substitute.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Rahul Mewawalla |
|
Chief Executive Officer, President, and Director |
|
February 21, 2025 |
| Rahul Mewawalla |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ William Regan |
|
Chief Financial Officer |
|
February 21, 2025 |
| William Regan |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Michael Hughes |
|
Director |
|
February 21, 2025 |
| Michael Hughes |
|
|
|
|
| |
|
|
|
|
| /s/ Gregory Martin |
|
Director |
|
February 21, 2025 |
| Gregory Martin |
|
|
|
|
| |
|
|
|
|
| /s/ Ryan Costello |
|
Director |
|
February 21, 2025 |
| Ryan Costello |
|
|
|
|
Exhibit 5.1
| February 21, 2025 |
|
101
S. Capitol Boulevard, Suite 1900 |
| |
|
Boise,
Idaho 83702 |
| Mawson Infrastructure Group Inc. |
|
T: 208.389.9000 |
| 950 Railroad Avenue |
|
|
| Midland, Pennsylvania 15059 |
|
|
Re: Mawson Infrastructure Group Inc. – Registration Statement
on Form S-8
Ladies and Gentlemen:
You have requested our opinion with respect to
certain matters in connection with the filing by Mawson Infrastructure Group Inc., a Delaware corporation (the “Company”),
of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as
amended (the “Securities Act”), with the Securities and Exchange Commission, covering 7,500,000 shares (the
“Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
reserved for future issuance under the Mawson Infrastructure Group Inc. 2024 Omnibus Equity Incentive Plan (the “Plan”).
We have reviewed the corporate actions of the
Company in connection with this matter and have examined the documents, corporate records, and other instruments we deemed necessary for
the purposes of this opinion.
In such examination, we have assumed: (i) the
authenticity and completeness of all documents submitted to us as original documents and the genuineness of all signatures; (ii) the conformity
to the authentic originals of all documents submitted to us as copies; (iii) the truth, accuracy, and completeness of the information,
representations and warranties contained in the records, documents, instruments, and certificates we have reviewed; (iv) the legal capacity
of each natural person executing the agreements described in this opinion; (v) that there has been no undisclosed waiver of any right,
remedy or provision contained in any such documents; (vi) that the statements contained in the certificates and comparable documents of
public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion
letter are true and correct on and as of the date hereof; (vii) shares of the Common Stock that the board of directors of the Company
reserved for issuance under the Plan will remain available for the issuance of the Shares, and (viii) none of the Company’s Certificate
of Incorporation, as amended and in effect on the date hereof, the Company’s Bylaws, as in effect on the date hereof, nor any of
the proceedings relating to either the Plan or any of the award agreements relating to the Shares will be rescinded, amended or otherwise
modified prior to the issuance of the Shares. In making our examination of executed documents or documents to be executed, we have assumed
that the parties to such documents, other than the Company, had or will have the power, corporate, trust or otherwise, to enter into and
perform all obligations under such documents and have also assumed the due authorization by all requisite action, corporate, trust or
otherwise, and execution and delivery by such parties of such documents and that such documents constitute valid and binding obligations
of such parties. We have also assumed that the Shares will be uncertificated in accordance with Section 158 of the Delaware General Corporation
Law, and the transfer agent therefor will register the purchaser thereof as the registered owner of any uncertificated Shares on its stock
transfer books and records.
On the basis of the foregoing, and in reliance
thereon, we are of the opinion that the Shares, when issued and sold in accordance with the terms of the Plan and against proper payment
and consideration thereof and pursuant to the agreements that accompany the Plan, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
We express no opinion as to matters governed by
any laws other than the Delaware General Corporation Law and reported decisions of the Delaware courts interpreting such law.
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. Our opinion is expressly limited to the
matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company,
the Shares, the Plan, the award agreements related to the Shares or the Registration Statement.
Very truly yours,
/s/ Stoel Rives LLP
Stoel Rives LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Mawson Infrastructure Group Inc. of our report
dated March 29, 2024, relating to the consolidated financial statements of Mawson Infrastructure Group Inc., appearing in the Annual Report
on Form 10-K for the year ended December 31, 2023.
| /s/ Wolf & Company, P.C. |
|
| |
|
| Wolf & Company, P.C. |
|
| Boston, Massachusetts |
|
| February 21, 2025 |
|
Exhibit 23.3
LNP Audit and Assurance
International Pty Ltd
ABN 53 649 276 666
L8 309 Kent Street
Sydney NSW 2000
L24 570 Bourke Street
Melbourne VIC 3000
L14 167 Eagle Street
Brisbane QLD 4000
1300 551 266
www.lnpaudit.com
January 31, 2025
The Directors
Mawson Infrastructure Group Inc.
950 Railroad Avenue
Midland, Pennsylvania 16146
CONSENT OF INDEPENDENT PUBLIC ACCOUNTING
FIRM
We hereby consent to (a) the inclusion of our report of independent
public accounting firm dated March 23, 2023, on our audit of the consolidated balance sheets of Mawson Infrastructure Group Inc and its
subsidiaries, as of December 31, 2022, and the related consolidated statement of earnings, of comprehensive earnings, of equity and of
cash flows for the years in the period ended December 31, 2022, including the related notes, and (b) the use of our name as it appears
in the Form S-8 Registration Statement of Mawson Infrastructure Group Inc. We were auditors of the Company until April 4, 2023 and were
subsequently replaced by the Company’s current auditors Wolf & Company, PC.
LNP Audit and Assurance International
Pty Ltd
Anthony Rose, Director
Liability
limited by a scheme approved under the professional standards legislation
Exhibit 107
Calculation of Filing Fee Tables
FORM S-8
(Form Type)
Mawson Infrastructure Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | |
Security Class Title | |
Fee
Calculation
Rule | |
Amount
Registered (1) | | |
Proposed
Maximum
Offering
Price Per
Unit | | |
Maximum
Aggregate
Offering
Price | | |
Fee
Rate | |
Amount of
Registration
Fee | |
| Equity | |
Common Stock, $0.001 par value | |
Rule 457(c) and Rule 457(h) | |
| 7,500,000 | (2) | |
$ | 0.61 | (3) | |
$ | 4,575,000 | | |
$153.10 per $1,000,000 | |
$ | 700.43 | |
| Total Offering Amounts | | |
| | | |
$ | 4,575,000 | | |
| |
$ | 700.43 | |
| Total Fee Offsets | | |
| | | |
| | | |
| |
| — | |
| Net Fee Due | | |
| | | |
| | | |
| |
$ | 700.43 | |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended
(the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock, par value $0.001
per share (“Common Stock”), of Mawson Infrastructure Group Inc. (the “Company”) that become issuable under the
Mawson Infrastructure Group Inc. 2024 Omnibus Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split,
recapitalization or other similar transaction that increases the number of the outstanding shares of the Common Stock. |
| (2) | Represents the sum of (i) 5,000,000 shares of Common Stock that
were automatically added to the shares reserved for issuance under the Plan pursuant to an “evergreen” provision contained
in the Plan and (ii) 2,500,000 shares of Common Stock that may be delivered (either by actual delivery or attestation) to the Company
by a participant to (A) satisfy the applicable exercise or purchase price of an award, and/or (B) satisfy any applicable tax withholding
obligation, and, in each case, added to the number of shares of Common Stock available for the grant of awards under the Plan. Pursuant
to the Plan’s “evergreen” provision, the number of shares of Common Stock reserved for issuance under the Plan automatically
increases on January 1 of each year by an amount equal to the lesser of (i) 5,000,000 shares of Common Stock and (ii) such lesser
specified number of shares of Common Stock as determined by the board of directors of the Company. |
| (3) | Estimated solely for purposes of calculating the registration
fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The proposed maximum offering price per share is based on the average
of the high and the low prices per share of Common Stock as reported on The Nasdaq Capital Market on February 18, 2025, which date is
within five business days prior to the filing of this Registration Statement. |
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