Core Insights - Mawson Infrastructure Group Inc. has successfully dismissed an involuntary bankruptcy petition, allowing the company to pursue damages against the petitioning creditors and recover attorneys' fees [1] Company Overview - Mawson is a U.S.-based technology company focused on designing, building, and operating next-generation digital infrastructure platforms, serving sectors such as AI, high-performance computing (HPC), and digital assets including Bitcoin mining [2] - The company operates both self-mining and colocation/hosting services for enterprise customers, utilizing a vertically integrated infrastructure model aimed at scalability and efficiency [2] Strategic Positioning - A key aspect of Mawson's strategy is the use of carbon-free energy resources, including nuclear power, to support its operations, positioning the company as a competitive provider of environmentally sustainable digital infrastructure solutions [3] - Mawson currently has 129 megawatts of capacity online, with additional capacity under development, reinforcing its commitment to sustainable energy practices [3]

Core Insights - Mawson Infrastructure Group Inc. has received an extension from Nasdaq to maintain its listing, allowing until December 4, 2025, to meet the $1.00 minimum bid price requirement and until December 19, 2025, for the $35 million market value requirement [1][2]. Company Overview - Mawson is a U.S.-based technology company focused on designing, building, and operating next-generation digital infrastructure platforms, serving sectors such as artificial intelligence (AI), high-performance computing (HPC), and digital assets, including Bitcoin mining [3]. - The company operates both self-mining operations and colocation/hosting services for enterprise customers, utilizing a vertically integrated infrastructure model aimed at scalability and efficiency [3]. Strategic Focus - A key aspect of Mawson's strategy is the use of carbon-free energy resources, including nuclear power, to ensure environmentally sustainable operations while supporting the growth of the digital economy [4]. - Mawson currently has 129 megawatts of capacity online, with additional capacity under development, positioning itself as a competitive provider of carbon-aware digital infrastructure solutions [4].

Core Viewpoint - Mawson Infrastructure Group Inc. is set to present its strategic growth initiatives in Bitcoin mining and AI infrastructure at the Emerging Growth Conference on December 11, 2025, highlighting recent corporate developments [1][2]. Company Overview - Mawson is a U.S.-based technology company that designs, builds, and operates next-generation digital infrastructure platforms, focusing on AI, high-performance computing (HPC), and digital assets, including Bitcoin mining [6]. - The company operates both self-mining operations and colocation/hosting services for enterprise customers, utilizing a vertically integrated infrastructure model designed for scalability and efficiency [6]. Strategic Initiatives - A core part of Mawson's strategy involves using carbon-free energy resources, including nuclear power, to ensure environmentally sustainable operations while supporting the growth of the digital economy [7]. - Mawson currently has 129 megawatts of capacity online, with additional capacity under development, positioning itself as a competitive provider of carbon-aware digital infrastructure solutions [7]. Conference Details - The Emerging Growth Conference serves as a platform for public companies to present new products, services, and major announcements to the investment community efficiently [4]. - The conference will be conducted through video webcasts, allowing a wide audience of individual and institutional investors, as well as investment advisors and analysts, to participate [5].

Core Insights - Mawson Infrastructure Group Inc. has launched a GPU pilot program on a leading decentralized AI network, marking a strategic expansion into advanced computing beyond digital asset mining [1][2] - The pilot aims to establish a scalable framework for Mawson to enhance its role as an AI cloud or infrastructure provider across its U.S. sites, with an initial 100-day plan focused on performance data retrieval and project evaluation [2][3] Company Overview - Mawson is a technology company that provides digital infrastructure platforms for AI, high-performance computing (HPC), and digital assets, optimizing resources for various applications [4] - The company prioritizes the use of carbon-free energy sources, including nuclear energy, to power its digital infrastructure [4]

Core Insights - Mawson Infrastructure Group Inc. has successfully dismissed an involuntary bankruptcy petition, allowing the company to pursue recovery of fees and damages from creditors [1] - The dismissal is expected to alleviate downward pressure on the company's stock price and enhance liquidity, contributing to future growth and shareholder value [2] Company Overview - Mawson is a U.S.-based technology company focused on designing, building, and operating next-generation digital infrastructure platforms, serving sectors such as AI, high-performance computing (HPC), and digital assets including Bitcoin mining [3] - The company operates both self-mining and colocation/hosting services for enterprise customers, utilizing a vertically integrated infrastructure model aimed at scalability and efficiency [3] Strategic Focus - A key aspect of Mawson's strategy involves utilizing carbon-free energy resources, including nuclear power, to support environmentally sustainable operations in the rapidly growing digital economy [4] - Mawson currently has 129 megawatts of capacity operational, with additional capacity under development, positioning itself as a competitive provider of carbon-aware digital infrastructure solutions [4]

Core Insights - Mawson Infrastructure Group Inc. announced preliminary, unaudited financial results for Q3 and the first nine months of 2025, highlighting a decrease in revenue but significant improvements in gross profit and net loss reduction [1][2]. Financial Performance Summary Third Quarter Results - Estimated revenues for Q3 2025 are approximately $11.2 million, a 9% decrease from $12.3 million in Q3 2024 [4]. - Estimated cost of revenues for Q3 2025 is approximately $4.6 million, down 42% from $8.0 million in Q3 2024 [4]. - Estimated gross profit for Q3 2025 is expected to be around $6.6 million, reflecting a 53% increase from $4.3 million in Q3 2024 [5]. - Estimated gross profit margin for Q3 2025 is projected at 59%, compared to 35% in Q3 2024 [5]. - Estimated net loss for Q3 2025 is expected to be approximately $1.5 million, a significant decrease of 88% from $12.2 million in Q3 2024 [6]. Nine Months Results - Estimated revenues for the first nine months of 2025 are approximately $34.5 million, a 22% decrease from $44.2 million in the same period of 2024 [7]. - Estimated cost of revenues for the first nine months of 2025 is approximately $18.1 million, down 37% from $28.6 million in the first nine months of 2024 [7]. - Estimated gross profit for the first nine months of 2025 is expected to be around $16.4 million, a 5% increase from $15.6 million in the same period of 2024 [8]. - Estimated gross profit margin for the first nine months of 2025 is projected at 48%, compared to 35% in the same period of 2024 [8]. - Estimated net loss for the first nine months of 2025 is expected to be approximately $9.8 million, a 76% decrease from $41.8 million in the first nine months of 2024 [9]. Strategic Developments - Mawson's strategy includes utilizing carbon-free energy resources, such as nuclear power, to support its digital infrastructure operations, positioning itself as a competitive provider of sustainable solutions [12]. - The company has 129 megawatts of capacity already online, with more under development, indicating a focus on scalability and efficiency in its operations [12]. Board of Directors Update - At the 2025 Annual Meeting, new directors were elected, including Ryan Costello as Independent Board Chair, Steven G. Soles as Independent Director, and Kathryn Yingling Schellenger as Independent Director, each bringing diverse expertise to the board [10].

Market Overview - Crypto markets experienced a decline, with global market capitalization decreasing by 3% as traders exited to avoid losses [1] - Despite the slowdown, certain crypto stocks remain attractive to investors due to institutional adoption and ecosystem developments [1] Coinbase (COIN) - Coinbase closed at $312.59, up 1.92%, with institutional adoption news enhancing investor sentiment [2] - Caliber, a diversified real estate and digital asset management platform, selected Coinbase Prime for its Digital Asset Treasury Strategy, providing access to deep liquidity and institutional-grade custody [2] - If buying activity continues, COIN's price could rise towards $329.26, while increased selling pressure may lead to a drop below $293.61 [3][4] Mawson Infrastructure Group Inc. (MIGI) - MIGI closed at $0.50 per share, gaining 8.54% for the day, attracting market attention due to recent operational updates [5] - The company confirmed normal operations across its U.S. facilities and addressed its Nasdaq listing status, securing an extension to regain compliance [6] - If buying momentum builds, MIGI could surpass the $0.53 level, but may retreat to test support near $0.47 if selling pressure increases [6][7] Earlyworks Co., Ltd. (ELWS) - Earlyworks shares ended at $2.63, gaining 8.47%, as traders consider the company's regulatory update [9] - The Nasdaq Hearings Panel granted Earlyworks a final extension until October 29 to regain compliance with listing standards [9] - The company is pursuing equity financing initiatives to meet compliance requirements, with potential delisting if it fails to do so by the deadline [10]

Core Viewpoint - Mawson Infrastructure Group Inc. provides an update on its operations, focusing on its digital infrastructure for high-performance computing and digital assets, while emphasizing its commitment to carbon-free energy sources [1][3]. Company Operations - Mawson continues to operate normally across its U.S. footprint, with its facility in Midland, Pennsylvania being a cornerstone site supported by long-term tenure [6]. - The company has engaged advisors and presented a plan to Nasdaq to regain compliance with its continued listing standards, receiving an extension to maintain its listing [6]. Financial Strategy - Mawson has filed a new shelf registration statement on Form S-3 to maintain financial flexibility, allowing the company to offer and sell securities as needed without indicating immediate issuance of new shares [6]. - The leadership is focused on executing the growth strategy while improving the balance sheet and maintaining operational flexibility [6]. Legal Matters - The company is advancing efforts to resolve certain legacy legal matters as part of a broader program aimed at strengthening its balance sheet [6].

Part I – Financial Information This section details the company's unaudited consolidated financial statements and management's analysis of financial condition and operations [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Mawson Infrastructure Group Inc.'s unaudited consolidated financial statements and detailed notes [Consolidated Condensed Balance Sheets](index=3&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) Balance sheets show decreased total assets and increased stockholders' deficit from December 2024 to June 2025 Consolidated Condensed Balance Sheets | Metric | June 30, 2025 (unaudited) | December 31, 2024 | | :--------------------------------- | :-------------------------- | :------------------ | | Cash and cash equivalents | $3,239,632 | $6,089,837 | | Total current assets | $18,991,307 | $26,006,315 | | Total assets | $52,739,764 | $61,440,495 | | Total current liabilities | $59,256,223 | $61,947,418 | | Total liabilities | $61,079,666 | $64,679,332 | | Total stockholders' deficit | $(8,339,902) | $(3,238,837) | [Consolidated Condensed Statements of Operations](index=4&type=section&id=Consolidated%20Condensed%20Statements%20of%20Operations) Total revenues decreased for both three and six months ended June 30, 2025, while net loss improved, driven by mixed segment performance Consolidated Condensed Statements of Operations | Metric (Three Months Ended June 30) | 2025 | 2024 | | :---------------------------------- | :------------ | :------------ | | Digital colocation revenue | $3,660,298 | $8,131,439 | | Energy management revenue | $5,130,712 | $1,732,596 | | Digital assets mining revenue | $742,173 | $3,248,084 | | Total revenues | $9,533,183 | $13,112,119 | | Gross Profit | $3,933,630 | $4,317,477 | | Net Loss | $(8,021,433) | $(9,618,693) | | Net Loss per share, basic & diluted | $(0.40) | $(0.55) | | Metric (Six Months Ended June 30) | 2025 | 2024 | | :---------------------------------- | :------------ | :------------ | | Digital colocation revenue | $14,089,171 | $16,365,480 | | Energy management revenue | $8,195,587 | $4,205,101 | | Digital assets mining revenue | $1,062,798 | $10,762,847 | | Total revenues | $23,347,556 | $31,883,428 | | Gross Profit | $9,857,560 | $11,302,618 | | Net Loss | $(8,332,296) | $(29,587,978) | | Net Loss per share, basic & diluted | $(0.43) | $(1.73) | [Consolidated Condensed Statements of Comprehensive Loss](index=5&type=section&id=Consolidated%20Condensed%20Statements%20of%20Comprehensive%20Loss) Comprehensive loss decreased for both three and six months ended June 30, 2025, influenced by net loss Consolidated Condensed Statements of Comprehensive Loss | Metric (Three Months Ended June 30) | 2025 | 2024 | | :---------------------------------- | :------------ | :------------ | | Net Loss | $(8,021,433) | $(9,618,693) | | Foreign currency translation adj. | $147,296 | $(44,443) | | Comprehensive loss | $(7,874,137) | $(9,663,136) | | Metric (Six Months Ended June 30) | 2025 | 2024 | | :---------------------------------- | :------------ | :------------ | | Net Loss | $(8,332,296) | $(29,587,978) | | Foreign currency translation adj. | $152,466 | $(526,586) | | Comprehensive loss | $(8,179,830) | $(30,114,564) | [Consolidated Condensed Statements of Stockholders' Equity (Deficit)](index=6&type=section&id=Consolidated%20Condensed%20Statements%20of%20Stockholders%27%20Equity%20%28Deficit%29) Stockholders' equity (deficit) reflects increased common stock and paid-in capital, but a growing accumulated deficit Consolidated Condensed Statements of Stockholders' Equity (Deficit) | Metric (Six Months Ended June 30, 2025) | Amount | | :-------------------------------------- | :------------ | | Common Stock () | 20,832,116 | | Common Stock ($) | $20,832 | | Additional Paid-in Capital | $228,418,637 | | Accumulated Other Comprehensive Income | $351,091 | | Accumulated Deficit | $(237,130,462)| | Total Stockholders' Deficit | $(8,339,902) | | Metric (Six Months Ended June 30, 2024) | Amount | | :-------------------------------------- | :------------ | | Common Stock () | 17,518,483 | | Common Stock ($) | $17,518 | | Additional Paid-in Capital | $216,302,100 | | Accumulated Other Comprehensive Income | $133,943 | | Accumulated Deficit | $(212,049,357)| | Total Stockholders' Equity | $4,404,204 | [Consolidated Condensed Statements of Cash Flows](index=8&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities for the six months ended June 30, 2025, significantly decreased from prior year Consolidated Condensed Statements of Cash Flows | Cash Flow Activity (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------------------- | :------------ | :------------ | | Net cash (used in) provided by operating | $(2,588,984) | $4,344,563 | | Net cash used in investing activities | $(54,633) | $(1,415,281) | | Net cash used in financing activities | $(206,588) | $(623,478) | | Net (decrease) increase in cash | $(2,850,205) | $2,305,804 | | Cash and cash equivalents at end of period | $3,239,632 | $6,782,143 | [Notes to Consolidated Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Condensed%20Financial%20Statements) These notes provide essential context and detailed information for the financial statements, covering operations, policies, and key events [NOTE 1 – GENERAL](index=9&type=section&id=NOTE%201%20%E2%80%93%20GENERAL) Mawson operates digital infrastructure for AI, HPC, and digital assets, facing substantial doubt about its going concern ability - Mawson Infrastructure Group Inc. is a technology company focused on digital infrastructure platforms for AI, HPC, and digital assets, operating in the PJM Energy Market in the United States[26](index=26&type=chunk)[27](index=27&type=chunk)[29](index=29&type=chunk) - The company incurred a net loss of **($8.3 million)** for the six months ended June 30, 2025, had negative working capital of **($40.3 million)**, total negative net assets of **($8.3 million)**, and an accumulated deficit of **($237.1 million)** as of June 30, 2025[35](index=35&type=chunk) - These conditions raise substantial doubt about the company's ability to continue as a going concern for at least one year from the financial statement issuance date[38](index=38&type=chunk) - Mitigation strategies include expanding digital infrastructure, executing new colocation agreements, engaging with capital providers for equity/debt, assessing strategic transactions, and implementing operational improvements[38](index=38&type=chunk)[43](index=43&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines key accounting policies, including revenue recognition, property, plant and equipment, and stock-based compensation - Revenue is recognized under ASC 606, with distinct performance obligations identified for digital colocation, energy management, digital assets mining, and equipment sales[47](index=47&type=chunk)[48](index=48&type=chunk) - Digital colocation revenue is recognized over time as customers consume benefits, with variable consideration recognized when invoiced[49](index=49&type=chunk)[50](index=50&type=chunk) - Energy management revenue is generated by adapting power usage to grid needs, recognized over the service period based on estimated curtailment or energy available for sale[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) - Digital assets mining revenue is recognized when digital assets are received, measured at fair market value based on exchange prices[54](index=54&type=chunk)[55](index=55&type=chunk) - The Power Supply Agreement (PSA) for the Midland facility is classified as a Level 3 derivative asset due to significant unobservable inputs in its valuation, with changes in fair value recognized in the statements of operations[67](index=67&type=chunk)[68](index=68&type=chunk) - The company operates as one operating segment, with net income used by the CODM for resource allocation and performance assessment[70](index=70&type=chunk)[71](index=71&type=chunk) - The company adopted ASU 2023-08 on January 1, 2025, for accounting and disclosure of crypto assets, which did not have a material impact due to minimal holding periods for bitcoin[73](index=73&type=chunk) [NOTE 3 – AUSTRALIAN SUBSIDIARIES DECONSOLIDATION](index=18&type=section&id=NOTE%203%20%E2%80%93%20AUSTRALIAN%20SUBSIDIARIES%20DECONSOLIDATION) Mawson deconsolidated its Australian subsidiary, MIG No.1, on March 19, 2024, due to insolvency, resulting in an **$11.9 million** loss - MIG No.1, an Australian entity, was placed into Australian court-appointed liquidation on March 19, 2024, due to insolvency, leading to its deconsolidation from the Company's financial statements[75](index=75&type=chunk) - The deconsolidation resulted in a loss of **$11.9 million** recorded in the consolidated statement of operations[75](index=75&type=chunk) - The Company is a guarantor of the Marshall Loan, which matured in February 2024 with an outstanding balance of **$11.3 million** as of June 30, 2025, and is secured by MIG No.1's assets[77](index=77&type=chunk)[88](index=88&type=chunk) [NOTE 4 – BASIC AND DILUTED NET LOSS PER SHARE](index=18&type=section&id=NOTE%204%20%E2%80%93%20BASIC%20AND%20DILUTED%20NET%20LOSS%20PER%20SHARE) Basic and diluted net loss per share calculations excluded anti-dilutive securities for June 30, 2025, and 2024 Anti-Dilutive Securities | Security Type | As of June 30, 2025 | As of June 30, 2024 | | :-------------------------------- | :------------------ | :------------------ | | Warrants to purchase Common Stock | 4,480,839 | 4,904,016 | | Options to purchase Common Stock | 3,500,000 | 1,750,417 | | RSUs under management equity plan | 12,161,628 | 7,337,651 | | Total Anti-Dilutive Securities | 20,142,467 | 13,992,084 | [NOTE 5 – LEASES](index=19&type=section&id=NOTE%205%20%E2%80%93%20LEASES) Lease costs include operating and finance charges; as of June 30, 2025, total undiscounted operating lease obligations were **$3.6 million** Lease Cost | Lease Cost (Three Months Ended June 30) | 2025 | 2024 | | :-------------------------------------- | :--------- | :--------- | | Operating lease charges | $418,457 | $393,314 | | Finance lease amortization | $102,797 | $39,695 | | Finance lease interest | $15,201 | $10,191 | | Lease Cost (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------------- | :--------- | :--------- | | Operating lease charges | $863,892 | $791,208 | | Finance lease amortization | $205,594 | $47,838 | | Finance lease interest | $33,275 | $11,698 | Lease Liabilities | Lease Liabilities (June 30, 2025) | Operating Leases | Finance Leases | | :-------------------------------------- | :--------------- | :------------- | | Total undiscounted lease obligations | $3,630,775 | $422,854 | | Total present value of lease liabilities| $3,100,674 | $393,160 | | Current portion of lease liabilities | $1,281,944 | $388,447 | | Non-current lease liabilities | $1,818,730 | $4,713 | [NOTE 6 – PROPERTY, PLANT AND EQUIPMENT](index=20&type=section&id=NOTE%206%20%E2%80%93%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT) PP&E, net, decreased from **$28.1 million** (Dec 2024) to **$25.1 million** (June 2025) due to depreciation Property, Plant and Equipment | PP&E Category | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Total Cost | $121,287,108 | $121,232,475 | | Less: Accumulated depreciation| $(96,155,092) | $(93,161,060) | | PP&E, net | $25,132,016 | $28,071,415 | Depreciation & Amortization Expense | Depreciation & Amortization | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :---------------------------- | :------------------------------- | :------------------------------- | | Expense | $1.5 million | $4.6 million | | Depreciation & Amortization | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------- | :------------------------------- | :------------------------------- | | Expense | $3.0 million | $12.6 million | - The lower depreciation and amortization expense is attributed to the liquidation and deconsolidation of MIG No. 1 and an increased number of digital asset mining hardware being fully depreciated in prior periods[181](index=181&type=chunk) [NOTE 7 – INCOME TAXES](index=20&type=section&id=NOTE%207%20%E2%80%93%20INCOME%20TAXES) Income tax benefit was **0.22%** for Q2 2025 (vs. **-22.28%** in 2024), with H1 2025 expense at **-1.12%** Effective Income Tax Rate | Effective Income Tax Rate | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | | Rate | 0.22% | (22.28)% | | Effective Income Tax Rate | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | | Rate | (1.12)% | (6.12)% | - Management has concluded that it is more likely than not that the Company will not realize the benefits of the net deferred tax assets as of June 30, 2025, leading to a valuation allowance[84](index=84&type=chunk) [NOTE 8 – LOANS](index=21&type=section&id=NOTE%208%20%E2%80%93%20LOANS) The company has several outstanding loans, including Marshall (**$11.3 million**), W Capital (**$1.5 million**), and Celsius (**$10.2 million**) - Marshall Loan: **$11.3 million** outstanding as of June 30, 2025, matured February 2024, **12%** interest (plus **500bps** overdue rate), no principal or interest payments since May 2023. Company is a guarantor[88](index=88&type=chunk) - W Capital Loan: AUD **$2.3 million** (USD **$1.5 million**) drawn down as of June 30, 2025, expired March 2023, **12%** interest (plus **800bps** overdue rate). Company is a guarantor[89](index=89&type=chunk) - Celsius Promissory Note: **$10.2 million** outstanding as of June 30, 2025, matured August 2023, **12%** interest (plus **200bps** overdue rate). Luna Squares (subsidiary) is required to amortize at **15%** per quarter[90](index=90&type=chunk) - Convertible Notes: **$0.1 million** outstanding as of June 30, 2025, matured July 2023, relates to accrued interest after principal repayment. Company is a defendant in a civil suit for unpaid interest[91](index=91&type=chunk) [NOTE 9 – COMMITMENTS AND CONTINGENCIES](index=22&type=section&id=NOTE%209%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) The company is involved in multiple legal disputes, including a Chapter 11 petition and arbitration with Celsius - Marshall Loan and W Capital Loan: Australian entities Marshall and W Capital, along with Rayra, filed an involuntary Chapter 11 petition against the Company, claiming AUD**$13.7 million** (approx. USD**$8.9 million**) in debts. The Company disputes these claims and alleges bad faith[96](index=96&type=chunk)[97](index=97&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - Celsius Promissory Note and Digital Colocation Agreement: An arbitrator granted Celsius monetary damages of **$8.1 million** plus interest and attorney fees against Luna Squares, with Celsius also seeking an award against Mawson under a Corporate Guarantee. Mediation is ongoing for a global resolution[106](index=106&type=chunk)[107](index=107&type=chunk) - Consensus Colocation Agreement: CTG filed an arbitration demand for damages after Mawson redirected its miners due to a fee dispute. An order of attachment for **$1.3 million** was granted against Mawson Hosting, LLC[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - The Company and its subsidiaries have not fulfilled specific payment obligations related to the Marshall Loan, W Capital Loan, and Celsius Promissory Note, potentially leading to creditors expediting repayment, legal action, or collateral measures[108](index=108&type=chunk) [NOTE 10 – STOCKHOLDERS' EQUITY](index=27&type=section&id=NOTE%2010%20%E2%80%93%20STOCKHOLDERS%27%20EQUITY) Stockholders' equity details common share issuance from RSU settlements, stock-based compensation, and the 2024 Omnibus Equity Plan - During the six months ended June 30, 2025, **2,039,756** shares of Common Stock were issued from vested and outstanding RSUs[117](index=117&type=chunk) - The 2024 Omnibus Equity Plan, approved by stockholders, provides **10,000,000** initial shares for grant and replaced the 2018 and 2021 plans[119](index=119&type=chunk) Stock-Based Compensation | Stock-Based Compensation (Three Months Ended June 30) | 2025 | 2024 | | :---------------------------------------------------- | :--------- | :---------- | | Performance-based restricted stock awards | $0 | $20,173 | | Service-based restricted stock awards | $978,261 | $854,866 | | Option expense | $0 | $178,209 | | Total stock-based compensation | $978,261 | $1,053,248 | | Stock-Based Compensation (Six Months Ended June 30) | 2025 | 2024 | | :---------------------------------------------------- | :--------- | :---------- | | Performance-based restricted stock awards | $0 | $76,155 | | Service-based restricted stock awards | $3,078,765 | $7,035,394 | | Option expense | $0 | $(1,156,818)| | Total stock-based compensation | $3,078,765 | $5,954,731 | - As of June 30, 2025, there was approximately **$9.7 million** of unrecognized compensation cost related to service-based restricted stock awards, expected to be recognized over approximately two years[125](index=125&type=chunk) [NOTE 11 – SUBSEQUENT EVENTS](index=29&type=section&id=NOTE%2011%20%E2%80%93%20SUBSEQUENT%20EVENTS) Subsequent events include Nasdaq delisting notices, CEO termination and lawsuit, and the enactment of the OBBBA - Nasdaq issued delisting notices on July 24, 2025 (MVLS Rule) and August 6, 2025 (Bid Price Rule) for non-compliance. The Company requested a hearing to seek an extension[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - Rahul Mewawalla's employment as CEO and President was terminated for 'Cause' on July 8, 2025, leading to the forfeiture of **4,548,512** unvested RSUs and a lawsuit filed against him for alleged breach of fiduciary duties and fraud[136](index=136&type=chunk)[137](index=137&type=chunk)[139](index=139&type=chunk) - The 'One Big Beautiful Bill Act' (OBBBA) was signed into law on July 4, 2025, introducing corporate tax changes (e.g., bonus depreciation, R&E expensing). The Company is assessing its financial impact for Q3 2025[140](index=140&type=chunk)[141](index=141&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, condition, and operational results for Q2 and H1 2025 [Company Overview](index=34&type=section&id=Company%20Overview) Mawson is a technology company focused on digital infrastructure for AI, HPC, and digital assets, with an energy management business - Mawson is a technology company focused on digital infrastructure platforms for enterprise customers and its own purposes, supporting AI, HPC, and digital assets applications[151](index=151&type=chunk)[152](index=152&type=chunk) - The company also has an energy management business that generates revenue by adapting power usage to the real-time needs of the power grid[152](index=152&type=chunk) - Current operational capacity is approximately **129 MW**, with an additional **24 MW** under development, all located in the PJM Energy Market in the United States, prioritizing carbon-free energy sources[153](index=153&type=chunk)[154](index=154&type=chunk) [Results of Operations – Three months ended June 30, 2025 compared to the three months ended June 30, 2024](index=34&type=section&id=Results%20of%20Operations%20%E2%80%93%20Three%20months%20ended%20June%2030%2C%202025%20compared%20to%20the%20three%20months%20ended%20June%2030%2C%202024) Q2 2025 total revenues decreased **27.3%** to **$9.5 million**, while net loss improved **16.6%** Revenue and Net Loss Comparison (Q2) | Revenue Category | Q2 2025 ($) | Q2 2024 ($) | Change ($) | Change (%) | | :--------------------------- | :---------- | :---------- | :--------- | :--------- | | Digital colocation revenue | 3,660,298 | 8,131,439 | (4,471,141)| -55.0% | | Energy management revenue | 5,130,712 | 1,732,596 | 3,398,116 | 196.1% | | Digital assets mining revenue| 742,173 | 3,248,084 | (2,505,911)| -77.1% | | Total revenues | 9,533,183 | 13,112,119 | (3,578,936)| -27.3% | | Net Loss | (8,021,433) | (9,618,693) | 1,597,260 | -16.6% | - Digital colocation revenue decreased due to a decline in both the number and size of customer contracts[156](index=156&type=chunk) - Energy management revenue increased significantly due to enhanced programs, higher energy prices, and increased demand, leading to greater participation in energy programs[157](index=157&type=chunk) - Digital assets mining revenue decreased due to the April 2024 halving event and a higher global network difficulty rate, resulting in lower bitcoin production[158](index=158&type=chunk) - Selling, general and administrative expenses increased by **$2.3 million**, primarily due to higher legal and litigation-related expenses and employee compensation[163](index=163&type=chunk) - Depreciation and amortization decreased by **$3.1 million**, mainly because more digital asset mining hardware was fully depreciated in prior periods[164](index=164&type=chunk) [Results of Operations – Six months ended June 30, 2025 compared to the six months ended June 30, 2024](index=37&type=section&id=Results%20of%20Operations%20%E2%80%93%20Six%20months%20ended%20June%2030%2C%202025%20compared%20to%20the%20six%20months%20ended%20June%2030%2C%202024) H1 2025 total revenues decreased **26.8%** to **$23.3 million**, while net loss significantly improved **71.7%** Revenue and Net Loss Comparison (H1) | Revenue Category | H1 2025 ($) | H1 2024 ($) | Change ($) | Change (%) | | :--------------------------- | :------------ | :------------ | :--------- | :--------- | | Digital colocation revenue | 14,089,171 | 16,365,480 | (2,276,309)| -13.9% | | Energy management revenue | 8,195,587 | 4,205,101 | 3,990,486 | 94.9% | | Digital assets mining revenue| 1,062,798 | 10,762,847 | (9,700,049)| -89.9% | | Equipment sales | 0 | 550,000 | (550,000) | -100.0% | | Total revenues | 23,347,556 | 31,883,428 | (8,535,872)| -26.8% | | Net Loss | (8,332,296) | (29,587,978) | 21,255,682 | -71.7% | - Digital colocation revenue decreased due to a decline in both the number of customers and the size of contracts[172](index=172&type=chunk) - Energy management revenue increased due to enhanced energy management programs, higher energy prices, and demand[173](index=173&type=chunk) - Digital assets mining revenue decreased significantly due to the April 2024 halving event and a higher global network difficulty rate[174](index=174&type=chunk) - Selling, general and administrative expenses increased by **$4.6 million**, primarily due to increased legal and litigation-related expenses, employee compensation, and the write-off of uncollectable customer accounts[179](index=179&type=chunk) - Depreciation and amortization decreased by **$9.6 million**, mainly due to the liquidation and deconsolidation of MIG No. 1 and more digital asset mining hardware being fully depreciated[181](index=181&type=chunk) - The company recognized a **$1.9 million** gain on the fair value of derivative assets in 2025, compared to a **$0.09 million** loss in 2024, due to higher energy price volatility[182](index=182&type=chunk) - A deconsolidation loss of **$12.0 million** was recognized in 2024 due to the liquidation of three Australian subsidiaries, which did not recur in 2025[185](index=185&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is constrained, with cash at **$3.2 million** and negative working capital at **$40.3 million**, needing additional capital - As of June 30, 2025, cash and cash equivalents were **$3.2 million**, down from **$6.1 million** at December 31, 2024[192](index=192&type=chunk) - The company had negative working capital of **$40.3 million** as of June 30, 2025, an increase from **$35.9 million** at December 31, 2024[192](index=192&type=chunk) - Outstanding short-term loans totaled **$23.1 million** as of June 30, 2025, all of which are overdue for repayment and include the Celsius Promissory Note, W Capital Loan, Secured Convertible Promissory Notes, and Marshall Loan[192](index=192&type=chunk) - Net cash used in operating activities was **$2.6 million** for the six months ended June 30, 2025, a significant decrease from **$4.3 million** provided in the prior year[193](index=193&type=chunk)[194](index=194&type=chunk) - The company needs to raise substantial additional capital to continue operations, execute its business strategy, and meet debt service obligations, with potential sources including future operations, existing funds, external debt, and equity issuances[190](index=190&type=chunk)[191](index=191&type=chunk)[205](index=205&type=chunk) [Non-GAAP Financial Measures](index=43&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA, a non-GAAP measure, was **$(0.87) million** for H1 2025, a significant decrease from prior year - Adjusted EBITDA is defined as net loss plus income tax, depreciation and amortization, stock-based compensation, gain/loss on foreign currency, other non-operating income and expenses, change in fair value of derivative asset, provision for doubtful accounts, net of recoveries, and loss on deconsolidation[208](index=208&type=chunk) Non-GAAP Adjusted EBITDA | Metric (Non-GAAP Adjusted EBITDA) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net loss | $(8,021,433) | $(9,618,693) | | Adjustments | 6,029,755 | 10,294,013 | | EBITDA (non-GAAP) | $(1,991,678) | $675,320 | | Metric (Non-GAAP Adjusted EBITDA) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net loss | $(8,332,296) | $(29,587,978) | | Adjustments | 7,463,895 | 33,784,839 | | EBITDA (non-GAAP) | $(868,401) | $4,196,861 | [Critical Accounting Estimates](index=43&type=section&id=Critical%20Accounting%20Estimates) No material changes to critical accounting policies and estimates, including going concern assumptions, were reported - No material changes to critical accounting policies and estimates, including going concern assumptions, useful lives of fixed assets, realization of long-lived assets, unrealized tax positions, valuing the derivative asset, and contingent obligations[46](index=46&type=chunk)[211](index=211&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risks](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risks) As a smaller reporting company, Mawson has elected not to provide quantitative and qualitative disclosures about market risks - The Company, as a smaller reporting company, has elected not to provide quantitative and qualitative disclosures about market risks[213](index=213&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of June 30, 2025, due to material weaknesses, with remediation ongoing [Evaluation of disclosure controls and procedures](index=44&type=section&id=Evaluation%20of%20disclosure%20controls%20and%20procedures) Disclosure controls and procedures were ineffective as of June 30, 2025, due to material weaknesses - Disclosure controls and procedures were not effective at the reasonable assurance level as of June 30, 2025, due to material weaknesses in internal control over financial reporting[214](index=214&type=chunk) - Identified material weaknesses include inadequate segregation of duties and staff turnover, control deficiencies in the financial statement close and reporting process, issues with IT general controls, and insufficient resources to validate data from third parties and perform physical asset verification[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk) - Despite these weaknesses, management believes the consolidated condensed financial statements fairly present the financial condition, results of operations, and cash flows[222](index=222&type=chunk) [Remediation](index=45&type=section&id=Remediation) Management is progressing remediation for material weaknesses through risk assessment and policy implementation - Remediation plans include performing a risk assessment, developing and implementing formal policies and procedures, improving processes and control activities (including segregation of duties), and hiring additional finance and other personnel[223](index=223&type=chunk) - Material weaknesses will not be considered remediated until controls have operated for a sufficient period and their effectiveness has been tested and concluded upon[224](index=224&type=chunk) [Changes in internal control over financial reporting](index=45&type=section&id=Changes%20in%20internal%20control%20over%20financial%20reporting) No other material changes in internal control over financial reporting occurred during the fiscal quarter - No other material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter, apart from the described remedial measures[226](index=226&type=chunk) [Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting](index=45&type=section&id=Limitations%20on%20Effectiveness%20of%20Controls%20and%20Procedures%20and%20Internal%20Control%20over%20Financial%20Reporting) Controls and procedures provide only reasonable assurance due to inherent limitations and resource constraints - Controls and procedures, no matter how well designed, can only provide reasonable assurance of achieving desired control objectives due to inherent limitations and resource constraints[227](index=227&type=chunk) Part II – Other Information This section provides other required information, including legal proceedings, risk factors, equity sales, and defaults [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal disputes, including the Mewawalla Action against the former CEO - The Company and its subsidiaries are currently involved in disputes that may lead to litigation, with uncertain outcomes that could materially adversely affect the business[229](index=229&type=chunk) - On July 8, 2025, the Company filed the Mewawalla Action against former CEO Rahul Mewawalla, seeking damages for alleged breach of fiduciary duties and fraud[230](index=230&type=chunk) [Item 1A. Risk Factors](index=46&type=page&id=Item%201A.%20Risk%20Factors) This section updates primary business and securities risks, highlighting management turnover and Nasdaq non-compliance [Risks Related to Our Business](index=46&type=section&id=Risks%20Related%20to%20Our%20Business) The company faces significant risks due to recent management turnover, including CEO appointment and termination - Recent management turnover, including the appointment of an Interim CEO and the departure of the former CEO, creates uncertainties and could adversely affect the business[233](index=233&type=chunk)[234](index=234&type=chunk)[235](index=235&type=chunk) [Risks Related to our Capital Stock](index=47&type=section&id=Risks%20Related%20to%20our%20Capital%20Stock) The company is non-compliant with Nasdaq's MVLS and Bid Price Rules, facing potential delisting - The Company is not in compliance with Nasdaq's Market Value of Listed Securities (MVLS) Rule (**$35.0 million** minimum) and Bid Price Rule (**$1.00** per share minimum)[237](index=237&type=chunk)[238](index=238&type=chunk) - Delisting notices were received on July 24, 2025 (MVLS) and August 6, 2025 (Bid Price), and the Company has requested a hearing to seek an extension[239](index=239&type=chunk)[240](index=240&type=chunk)[241](index=241&type=chunk) - Failure to regain compliance could lead to delisting, negatively impacting stock liquidity, market price, ability to raise equity financing, and overall financial condition[242](index=242&type=chunk)[243](index=243&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds occurred during the fiscal quarter ended June 30, 2025 - No unregistered sales of equity securities or use of proceeds occurred during the fiscal quarter ended June 30, 2025[245](index=245&type=chunk) [Item 3. Defaults Upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company is in default on several senior securities, including Celsius, Marshall, and W Capital loans - Celsius Promissory Note: Luna Squares is in default on a **$10.2 million** loan from Celsius Mining LLC, which matured on August 23, 2023[246](index=246&type=chunk) - Marshall Loan: MIG No. 1 (an Australian entity, deconsolidated) is in default on an **$11.3 million** loan, which matured in February 2024, with no principal or interest payments since May 2023. The loan is secured by **5,372** miners and **8** MDCs[247](index=247&type=chunk)[248](index=248&type=chunk) - W Capital Loan: The Company is a guarantor for the W Capital Loan, with AUD **$2.3 million** (USD **$1.5 million**) drawn down, which expired in March 2023 and is in default[249](index=249&type=chunk) - Convertible Note: The Company has a Secured Convertible Promissory Note with W Capital Advisors Pty Ltd with an outstanding balance of **$0.1 million** (interest only), which matured in July 2023. The principal balance of **$0.5 million** was repaid in 2024[250](index=250&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Mawson Infrastructure Group Inc. - This item is not applicable[253](index=253&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) This section reports no insider trading arrangements and details for the 2025 Annual Meeting of Stockholders - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fiscal quarter ended June 30, 2025[254](index=254&type=chunk) - The 2025 Annual Meeting of Stockholders is planned for October 15, 2025, with a record date of August 21, 2025[255](index=255&type=chunk) - New deadlines for stockholder proposals are August 25, 2025 (for inclusion in proxy materials) and August 4, 2025 (for proposals outside Rule 14a-8, including director nominations)[256](index=256&type=chunk)[257](index=257&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents and officer certifications - The exhibits include various corporate governance documents (Certificates of Incorporation, Bylaws), certifications under Sarbanes-Oxley Act (Sections 302 and 1350), and Inline XBRL formatted financial data[259](index=259&type=chunk) [Signatures](index=51&type=section&id=Signatures) The report was signed on August 14, 2025, by Kaliste Saloom (Interim CEO) and William Regan (CFO) - The report was signed on August 14, 2025, by Kaliste Saloom (Interim Chief Executive Officer, General Counsel and Corporate Secretary) and William Regan (Chief Financial Officer)[264](index=264&type=chunk)

Core Insights - Mawson Infrastructure Group Inc. reported a 27% year-over-year growth in digital colocation revenue, reaching $10.4 million, and a 24% year-over-year growth in energy management revenue, totaling $3.1 million for Q1 2025 [6][2] - The company executed a new digital colocation customer agreement for approximately 64 MW of compute capacity, which is expected to drive long-term growth in its digital colocation services [2][6] - Mawson continues to focus on enhancing its offerings in artificial intelligence, high-performance computing, and digital assets while prioritizing carbon-free energy sources, including nuclear power [2][5] Financial Performance - Digital colocation revenue increased by 27% year-over-year to $10.4 million in Q1 2025 [6] - Energy management revenue rose by 24% year-over-year to $3.1 million in Q1 2025 [6] - The company achieved a positive income from operations of $0.6 million in Q1 2025, a significant improvement from a loss of $7.7 million in Q1 2024 [6] Operational Highlights - Mawson's total current operational capacity stands at 129 MW, with an additional 24 MW under development, which will increase total operating capacity to 153 MW upon completion [6] - The new customer agreement involves providing digital colocation services for about 17,453 latest-generation ASICs [6] - The company is strategically positioned in the PJM market, one of the largest competitive wholesale electricity markets in North America [6] Future Outlook - Mawson's management expressed confidence in the company's strategic, operational, technological, and financial execution, indicating a strong position to meet the compute capacity needs of enterprise customers [2] - Upcoming conferences and events are planned for further engagement and visibility in the industry [4]