UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission File Number: 001-40849 Mawson Infrastructure Group Inc. (Exact name of registrant as specified in its charter) ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 001-40849 Mawson Infrastructure Group Inc. (Exact name of registrant as specified in its charter) ...

Financial Data and Key Metrics Changes - Mawson generated record revenue of $84.3 million for the year, up 92% year-on-year [46] - Gross profit increased to $36.6 million, an 8% year-on-year rise [46] - Non-GAAP EBITDA reached $30.4 million, up 70% year-on-year [46] - Bitcoin production for self-mining increased by 66% to 1,343 coins [46] - Net assets at the end of 2022 were $76.1 million, with net assets per share at $5.34 compared to a share price of $2.50 [48] Business Line Data and Key Metrics Changes - Hosting revenue reached a record $13.3 million in 2022, with a margin of 24% [51] - The Energy Markets program generated $13.7 million in revenue at a gross margin of 91% [70] - The self-mining capacity is expected to ramp up significantly with the addition of 120 megawatts in Midland and 12 megawatts in Sharon [74][81] Market Data and Key Metrics Changes - The PJM market power is currently priced in the high teens to mid-$20s per megawatt [24] - Mawson's strategic focus is on the Pennsylvania region due to competitive power pricing and favorable climate conditions for mining [95][76] Company Strategy and Development Direction - Mawson is focused on building a sustainable business with recurring revenues through a combination of hosting, mining, and energy programs [29] - The company aims to optimize profitability by balancing self-mining and hosting operations [90] - Mawson is committed to maintaining a strong balance sheet and is focused on return on capital and equity [19][49] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges faced in 2022 but emphasized a strong focus on diversified revenue models [68] - The company is optimistic about growth in 2023, supported by a secured energy pipeline and strategic relationships [77] - Mawson's ESG program is a priority, with a commitment to zero carbon power and nuclear certification [78] Other Important Information - Mawson completed the sale of its Georgia facility for over $40 million, which will support its expansion in Pennsylvania [44][58] - The company has a significant amount of equipment ready to be deployed, with 1.5 to 1.6 exahash available for immediate connection [11] Q&A Session Summary Question: Update on hosting demand and finding a hosting partner - Management noted a large pipeline of hosting customers and ongoing discussions with potential partners [85][106] Question: CapEx required for Sharon facility construction - The first 12 megawatts are fully funded, and the balance will seek a partner for execution [86][88] Question: Balancing energy sales versus consumption for mining and hosting - The company optimizes for the greatest gross profit margin, switching between energy sales and mining based on profitability [118] Question: Current debt and liability situation - Current debt is $35.5 million, with borrowings at about $23 million and trade payables at approximately $10.5 million [169] Question: Future plans for Ohio sites - Ohio sites will have a similar Energy Markets program as Pennsylvania, contributing to revenue growth [133]

PART I [Business](index=5&type=section&id=Item%201.%20Business) Mawson Infrastructure Group operates as a digital asset infrastructure business focused on Bitcoin mining in the United States - Mawson's core business is Bitcoin mining, supplemented by hosting services and participation in energy markets to optimize profitability[22](index=22&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) Miner Fleet Status as of December 31, 2022 | Category | Count | | :--- | :--- | | Total miners online | 8,792 | | Total miners on order | 0 | | Total miners in storage | 15,010 | | **Total miners** | **23,802** | - The company operates a **100MW** facility in Midland, PA, and is developing a **120MW** facility in Sharon, PA, scheduled to come online through 2023/24[36](index=36&type=chunk) FY 2022 Bitcoin Mining Performance | Metric | Value | | :--- | :--- | | Bitcoin Mined | 1,342.59 | | Revenue from Mining | $43.11 million | - Mawson's strategy is to **liquidate mined Bitcoin regularly** rather than holding it, positioning itself as a mining operator[39](index=39&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to operations, cryptocurrency volatility, regulatory changes, and stock ownership - The company has a history of net losses and its ability to **raise additional capital is crucial** for continuing operations[72](index=72&type=chunk)[73](index=73&type=chunk) - The business is **highly sensitive to the volatile price of Bitcoin**, which fell from over $65,000 to below $17,000, directly impacting revenue[79](index=79&type=chunk)[80](index=80&type=chunk) - The company's major hosting customer, Celsius Mining LLC, filed for Chapter 11 bankruptcy, resulting in over **$1.8 million in unpaid invoices**[82](index=82&type=chunk) - **Regulatory uncertainty** poses a major threat, as future changes in laws could impose significant costs or restrictions on the business[142](index=142&type=chunk)[145](index=145&type=chunk) [Unresolved Staff Comments](index=29&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section is not applicable to the company - The company reports no unresolved staff comments[168](index=168&type=chunk) [Properties](index=29&type=section&id=Item%202.%20Properties) The company's principal U.S. mining facilities are located on long-term leased properties in Pennsylvania - The company's two U.S. mining facilities are located on **long-term leased properties** in Midland and Sharon, Pennsylvania[170](index=170&type=chunk) [Legal Proceedings](index=29&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any significant legal proceedings - The company reports no significant ongoing legal proceedings[172](index=172&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - The company reports that mine safety disclosures are not applicable[173](index=173&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=30&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under 'MIGI', and it does not anticipate paying cash dividends - Common Stock is listed on The Nasdaq Stock Market LLC under the symbol **"MIGI"**[176](index=176&type=chunk) - The company has a policy of **not paying cash dividends** and intends to retain future earnings to fund operations[178](index=178&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenues increased in 2022 due to higher Bitcoin production and new services, but the company's net loss widened Revenue Breakdown (FY 2022 vs FY 2021) | Revenue Source | 2022 (USD Million) | 2021 (USD Million) | Change (%) | | :--- | :--- | :--- | :--- | | Cryptocurrency mining | 43.11 | 38.45 | +12% | | Hosting Co-Location | 13.34 | 0.85 | +1469% | | Sale of equipment | 14.24 | 2.16 | +559% | | Net energy benefits | 13.70 | 0 | N/A | Key Operating Expenses (FY 2022 vs FY 2021) | Expense Category | 2022 (USD Million) | 2021 (USD Million) | | :--- | :--- | :--- | | Cost of revenues | 47.72 | 9.90 | | SG&A | 25.85 | 16.06 | | Depreciation & amortization | 63.20 | 14.11 | Net Loss (FY 2022 vs FY 2021) | Metric | 2022 (USD Million) | 2021 (USD Million) | | :--- | :--- | :--- | | Net Loss | (52.76) | (44.96) | - On September 8, 2022, the company sold its Georgia property to CleanSpark, resulting in a **profit on sale of $8.28 million**[197](index=197&type=chunk)[225](index=225&type=chunk) - **Cash and cash equivalents decreased from $5.47 million to $0.95 million** in 2022, while short-term borrowings increased[235](index=235&type=chunk)[237](index=237&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has elected not to provide this disclosure as a smaller reporting company - Disclosure is not provided due to the company's status as a **smaller reporting company**[264](index=264&type=chunk) [Financial Statements and Supplementary Data](index=44&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates by reference the full consolidated financial statements located in Item 15 - All required financial statements and data are located in Item 15 of the report[265](index=265&type=chunk) [Changes In and Disagreements With Accountants on Accounting and Financial Disclosure](index=44&type=section&id=Item%209.%20Changes%20In%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - There were no disagreements with accountants reported[266](index=266&type=chunk) [Controls and Procedures](index=44&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective due to several material weaknesses in internal control - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2022, due to material weaknesses[267](index=267&type=chunk) - Identified material weaknesses include inadequate segregation of duties, poor financial closing controls, and deficient IT controls[274](index=274&type=chunk)[275](index=275&type=chunk)[276](index=276&type=chunk) - Remediation efforts are underway, including expanding the finance team and implementing new controls[280](index=280&type=chunk)[281](index=281&type=chunk) [Other Information](index=46&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - The company reports no other information[285](index=285&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=46&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This section is not applicable to the company - The company reports this disclosure is not applicable[286](index=286&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=47&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Required information is incorporated by reference from the company's 2023 annual stockholder meeting proxy statement - Information regarding directors, executive officers, and corporate governance will be provided in the forthcoming 2023 proxy statement[289](index=289&type=chunk) [Executive Compensation](index=47&type=section&id=Item%2011.%20Executive%20Compensation) Required information is incorporated by reference from the company's 2023 annual stockholder meeting proxy statement - Information regarding executive compensation will be provided in the forthcoming 2023 proxy statement[290](index=290&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=47&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Required information is incorporated by reference from the company's 2023 annual stockholder meeting proxy statement - Information regarding security ownership will be provided in the forthcoming 2023 proxy statement[291](index=291&type=chunk) [Certain Relationships and Related Transactions, Director Independence](index=47&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20Director%20Independence) Required information is incorporated by reference from the company's 2023 annual stockholder meeting proxy statement - Information regarding related transactions and director independence will be provided in the forthcoming 2023 proxy statement[292](index=292&type=chunk) [Principal Accountant Fees and Services](index=47&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Required information is incorporated by reference from the company's 2023 annual stockholder meeting proxy statement - Information regarding accountant fees and services will be provided in the forthcoming 2023 proxy statement[293](index=293&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=48&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section indexes the consolidated financial statements and lists all exhibits filed with the Annual Report [Financial Statements](index=49&type=section&id=Financial%20Statements) The company's 2022 net loss was $54.0 million on total assets of $133.3 million, with bitcoin revenue recognition noted as a critical audit matter Consolidated Balance Sheet Summary (as of Dec 31) | Metric (USD Million) | 2022 | 2021 | | :--- | :--- | :--- | | Total Current Assets | 20.3 | 11.4 | | Total Assets | 133.3 | 145.3 | | Total Current Liabilities | 35.5 | 20.1 | | Total Liabilities | 57.2 | 30.7 | | Total Stockholders' Equity | 77.1 | 114.7 | Consolidated Statement of Operations Summary (Year Ended Dec 31) | Metric (USD Million) | 2022 | 2021 | | :--- | :--- | :--- | | Total Revenues | 84.4 | 43.9 | | Gross Profit | 36.7 | 34.0 | | Loss from Operations | (44.1) | (42.7) | | Net Loss | (54.0) | (45.5) | | Net Loss per Share | $(4.16) | $(4.79) | Consolidated Statement of Cash Flows Summary (Year Ended Dec 31) | Metric (USD Million) | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | 14.3 | 23.0 | | Net cash used in investing activities | (32.5) | (128.2) | | Net cash provided by financing activities | 14.0 | 109.9 | - The independent auditor's report highlights the **recognition and measurement of bitcoin mining revenue as a critical audit matter**[308](index=308&type=chunk)[310](index=310&type=chunk) [Form 10-K Summary](index=89&type=section&id=Item%2016.%20Form%2010-K%20Summary) No summary is provided under this item - The company reports no Form 10-K summary[491](index=491&type=chunk)

Financial Data and Key Metrics Changes - Mawson generated record revenue of $28.3 million for the year-to-date, up 160% year-on-year, with gross profit of $10 million, up 20% year-on-year, and non-GAAP EBITDA of $8.8 million, up 203% year-over-year [8][10] - The company reported a 43% increase in revenue from $19.8 million in Q2 to $28.3 million in Q3 [10] - There was a significant increase in Energy Markets revenue, rising from $0.5 million in Q2 to $6.3 million in Q3, representing a 1,160% increase [10] Business Line Data and Key Metrics Changes - The self-mining business generated $5.9 million in revenue, while the hosting colocation business generated $5.7 million, up 58% from Q2 [17][18] - Bitcoin produced for self-mining increased by 12% to 282 coins [8] - Hosting colocation revenue rose 58% from Q2 2022, reaching $5.7 million in Q3 [10] Market Data and Key Metrics Changes - Mawson's installed operating capacity was approximately 3.7 exahash at the end of September 2022, expected to rise to 4.5 exahash by Q1 2023 and 8 exahash by Q4 2023 [6][13] - The company is focusing on its Pennsylvania assets, which have low energy costs and large-scale facilities, enhancing its competitive position [7][12] Company Strategy and Development Direction - Mawson's strategic highlights included the sale of its Georgia facility for approximately $40 million, allowing a renewed focus on Pennsylvania assets [7] - The company aims to expand its self-mining capacity significantly, with expectations to grow from 1.5 exahash in Q1 2023 to 4 exahash by Q4 2023 [17] - Mawson is positioning itself as a sustainable miner, with the majority of its energy sourced from carbon-free nuclear energy [14][26] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving growth targets despite current Bitcoin price fluctuations, citing strong margins and favorable power contracts [33][34] - The company is actively considering capital allocation strategies, including potential stock buybacks, to address share price divergence from net asset value [68] Other Important Information - Mawson's balance sheet showed a $3.7 million increase in the fair value of energy contracts, with net assets at $92.8 million as of the end of Q3 [9] - The company has a current pipeline of energy infrastructure exceeding 300 megawatts, all located in the USA and carbon neutral [20] Q&A Session Summary Question: Update on hosting demand environment - Management noted a high demand for hosting services from miners affected by the bankruptcy of Compute North, emphasizing a cautious approach to onboarding new customers [32] Question: Growth timeline considering lower Bitcoin levels - Management remains confident in achieving hash rate targets, citing profitability at current Bitcoin prices and a focus on infrastructure development [33] Question: CapEx for Sharon site - The estimated CapEx for the Sharon site is $250,000 per megawatt, with current spending focused on mobile modular data centers [40] Question: Cash and debt perspective post-sale - The company received $20.6 million in cash from the sale of the Georgia facility, which will be used strategically to pay down debt and fund operations [56] Question: Sustainability of reduced SG&A expenses - Management believes the reduced SG&A expenses are sustainable, having removed unnecessary staffing costs and streamlined operations [63] Question: Consideration of stock buyback - Management acknowledged the divergence between share price and net asset value, indicating that capital management strategies, including buybacks, are under consideration [68]

[Part I – Financial Information](index=3&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Q3 2022 financial statements show a $35.23 million net loss and $24.69 million net current liabilities, raising substantial doubt about its going concern [Consolidated Condensed Balance Sheets](index=3&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) As of Sep 30, 2022, total assets were $180.6M, liabilities $87.8M, equity $93.3M, with a $24.7M net current liability Consolidated Condensed Balance Sheet Highlights (unaudited) | Balance Sheet Item | Sep 30, 2022 ($) | Dec 31, 2021 ($) | | :--- | :--- | :--- | | **Current Assets** | | | | Cash and cash equivalents | 1,182,588 | 5,467,273 | | Assets held for sale | 21,646,334 | - | | Total current assets | 37,339,806 | 11,447,007 | | **Non-Current Assets** | | | | Property and equipment, net | 112,506,552 | 76,936,850 | | Derivative asset | 21,383,904 | - | | **Total Assets** | **180,601,574** | **145,294,372** | | **Current Liabilities** | | | | Trade and other payables | 27,529,256 | 7,746,988 | | Borrowings | 31,392,010 | 11,095,388 | | Total current liabilities | 62,029,758 | 20,072,863 | | **Total Liabilities** | **87,836,065** | **30,713,783** | | **Total Stockholders' Equity** | **93,274,185** | **114,745,215** | [Consolidated Condensed Statements of Operations](index=4&type=section&id=Consolidated%20Condensed%20Statements%20of%20Operations) Q3 2022 net loss widened to $21.3M, while nine-month net loss improved to $35.2M, with total revenues reaching $67.5M Statement of Operations Summary (unaudited) | Metric | Q3 2022 ($) | Q3 2021 ($) | Nine Months 2022 ($) | Nine Months 2021 ($) | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | 28,328,426 | 10,947,786 | 67,533,199 | 24,207,567 | | Gross Profit | 10,144,902 | 8,447,949 | 26,578,242 | 17,989,422 | | Loss from Operations | (8,237,040) | (2,254,096) | (21,106,438) | (45,988,278) | | Net Loss | (21,251,783) | (3,097,875) | (35,227,490) | (47,923,670) | | Net Loss per share | (0.27) | (0.04) | (0.47) | (0.27) | [Consolidated Condensed Statements of Stockholders' Equity](index=5&type=section&id=Consolidated%20Condensed%20Statements%20of%20Stockholders%27%20Equity) Total stockholders' equity decreased to $93.3M by Sep 30, 2022, due to a $34.3M net loss, partially offset by stock issuances - Total stockholders' equity decreased to **$93.3 million** as of September 30, 2022, down from **$114.7 million** at December 31, 2021[10](index=10&type=chunk)[20](index=20&type=chunk) - The decrease in equity was driven by a net loss of **$34.3 million** for the nine-month period, which was partially offset by stock and warrant issuances[20](index=20&type=chunk) [Consolidated Condensed Statements of Cash Flows](index=9&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) Cash decreased by $4.3M for nine months ended Sep 30, 2022, ending at $1.2M, driven by significant investing outflows Cash Flow Summary (Nine Months Ended Sep 30) | Cash Flow Activity | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Net cash provided by operating activities | 25,141,208 | 8,337,277 | | Net cash used in investing activities | (55,466,574) | (62,261,396) | | Net cash provided by financing activities | 26,240,336 | 86,026,426 | | **Net (decrease)/increase in cash** | **(4,284,685)** | **31,270,586** | | **Cash at end of period** | **1,182,588** | **32,383,397** | [Notes to Consolidated Condensed Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Condensed%20Financial%20Statements) Notes disclose a 'Going Concern' warning due to $35.23M net loss and $24.69M net current liabilities, an asset sale, and new borrowings - **Going Concern:** The company reported a net loss of **$35.23 million** for the nine months ended Sep 30, 2022, and net current liabilities of **$24.69 million**, raising substantial doubt about its ability to continue as a going concern[29](index=29&type=chunk) - Management believes it can continue as a going concern by improving profitability, using proceeds from the CleanSpark asset sale, and accessing debt and equity funding, including an ATM offering of up to **$100 million**[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - **Asset Sale:** On September 8, 2022, the company agreed to sell its Sandersville, Georgia facility and 6,349 miners to CleanSpark. The transaction closed on October 8, 2022. Assets and liabilities related to this sale were reclassified as 'held for sale'[79](index=79&type=chunk)[111](index=111&type=chunk) - An impairment charge of **$4,195,046** was recognized on the processing machines (miners) included in the sale to CleanSpark[53](index=53&type=chunk)[116](index=116&type=chunk) - **Borrowings:** The company entered into several new loan agreements in 2022, including a **$20 million** loan from Celsius Mining, a secured facility with W Capital Advisors, and **$3.6 million** in secured convertible promissory notes[131](index=131&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) - **Subsequent Events:** The sale to CleanSpark closed on October 8, 2022, providing consideration of **$13.5 million** in cash, **1.59 million** CleanSpark shares, and **$6.5 million** in seller financing notes. The company also made early loan repayments in October and November 2022[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses digital asset infrastructure, noting increased nine-month revenue to $67.5M, strained liquidity, and $8.8M adjusted EBITDA [Overview and Recent Developments](index=31&type=section&id=Overview%20and%20Recent%20Developments) Mawson operates as a 'Digital Asset Infrastructure' business focused on Bitcoin mining, recently selling its Georgia facility to CleanSpark - The company's primary business is owning and operating ASIC miners for Bitcoin, with three sites in the USA and Australia[154](index=154&type=chunk)[155](index=155&type=chunk) - As of September 30, 2022, Mawson had a total of **33,350 miners**, with **26,360 online** and **6,990 in storage**[158](index=158&type=chunk) - The company sold its Sandersville, Georgia facility and **6,349 miners** to CleanSpark. The deal closed on October 8, 2022, with consideration including **$13.5M cash**, **1.59M CleanSpark shares**, and **$6.5M** in seller financing notes[161](index=161&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Q3 2022 total revenue doubled to $28.3M, net loss widened to $21.3M, while nine-month revenue grew to $67.5M with narrowed net loss Q3 2022 vs Q3 2021 Results of Operations ($) | Metric | Q3 2022 | Q3 2021 | | :--- | :--- | :--- | | Cryptocurrency mining revenue | 5,913,031 | 10,151,579 | | Hosting Co Location revenue | 5,726,064 | 796,207 | | Sale of equipment | 10,388,223 | - | | Net energy benefits | 6,301,108 | - | | **Total revenues** | **28,328,426** | **10,947,786** | | Cost of revenues | 18,183,524 | 2,499,837 | | **Gross profit** | **10,144,902** | **8,447,949** | | **Net Loss** | **(21,251,783)** | **(3,097,875)** | - Q3 2022 cryptocurrency mining revenue decreased by **42% YoY** due to a lower average Bitcoin price (**$21,293** vs **$41,877**), despite producing more Bitcoin (**282.99** vs **251.52**)[169](index=169&type=chunk) Nine Months 2022 vs 2021 Results of Operations ($) | Metric | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | | Cryptocurrency mining revenue | 40,909,399 | 21,029,492 | | Hosting Co Location revenue | 9,842,924 | 1,020,424 | | **Total revenues** | **67,533,199** | **24,207,567** | | Cost of revenues | 40,954,957 | 6,218,145 | | **Gross profit** | **26,578,242** | **17,989,422** | | **Net Loss** | **(35,227,490)** | **(47,923,670)** | - For the nine months ended Sep 30, 2022, cryptocurrency mining revenue increased **95% YoY**, driven by a **145% increase** in Bitcoin produced, which offset a lower average Bitcoin price[191](index=191&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity pressure with $1.18M cash and $24.69M negative working capital, relying on new borrowings and asset sale proceeds - As of Sep 30, 2022, the company had a cash balance of **$1.18 million** and a negative working capital of **$24.69 million**[217](index=217&type=chunk)[220](index=220&type=chunk) - The company financed operations through **$25.1M** in cash from operations and new borrowings, including from Celsius (**$20M**), Marshall Investments (**AUD$20M** facility), and W Capital (**AUD$8M** facility)[216](index=216&type=chunk)[220](index=220&type=chunk) - The company has an active At The Market (ATM) offering agreement to sell up to **$100.0 million** in common stock to raise capital[224](index=224&type=chunk) - The post-quarter sale to CleanSpark, which included **$22.52 million** in cash and CleanSpark stock, is expected to improve the company's working capital and liquidity[226](index=226&type=chunk) [Non-GAAP Financial Measures](index=40&type=section&id=Non-GAAP%20Financial%20Measures) The company reports non-GAAP adjusted EBITDA of $8.8M for Q3 2022 and $27.1M for the nine-month period Reconciliation of Net Loss to Non-GAAP Adjusted EBITDA ($) | Period | Net Loss | Adjusted EBITDA (non-GAAP) | | :--- | :--- | :--- | | **Three Months Ended Sep 30, 2022** | (21,251,783) | 8,812,896 | | **Three Months Ended Sep 30, 2021** | (3,097,875) | 3,147,643 | | **Nine Months Ended Sep 30, 2022** | (35,227,490) | 27,079,909 | | **Nine Months Ended Sep 30, 2021** | (47,923,670) | 7,732,470 | [Quantitative and Qualitative Disclosures about Market Risks](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risks) As a smaller reporting entity, the company elected not to provide required market risk disclosures - The company has opted out of providing this disclosure as permitted for a smaller reporting company[234](index=234&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of Sep 30, 2022, due to material weaknesses, with remediation underway - Management concluded that disclosure controls and procedures were not effective as of September 30, 2022[235](index=235&type=chunk) - Several material weaknesses were identified, including: - Inadequate segregation of duties due to lack of sufficient accounting personnel - Poorly designed controls over the financial statement close and reporting process - Deficient IT general controls over access, program changes, and development - Lack of controls to ensure accuracy of data received from third parties - Failure to properly execute physical asset verification at US mining sites[238](index=238&type=chunk)[239](index=239&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) - Remediation efforts are underway, including performing a risk assessment, designing new controls, and implementing formal policies and procedures[245](index=245&type=chunk) [Part II – Other Information](index=43&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - The company is not involved in any material legal proceedings[249](index=249&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) Key risk factors include Nasdaq delisting, crypto downturn, Celsius bankruptcy, rising inflation/interest rates, and critical capital needs for going concern - **Nasdaq Listing:** The company is not in compliance with Nasdaq's minimum bid price and audit committee requirements, posing a risk of delisting[251](index=251&type=chunk) - **Industry Downturn:** The significant drop in Bitcoin's price and the bankruptcy of a major customer, Celsius Mining LLC, negatively impact revenue and create counter-party risk[252](index=252&type=chunk) - **Economic Risks:** Rising global inflation increases operating costs, and rising interest rates could make future financing more expensive[253](index=253&type=chunk)[255](index=255&type=chunk) - **Operational Risks:** The company is subject to risks from its need for significant, cost-effective electrical power and the increasing difficulty of the Bitcoin network, which reduces mining rewards[256](index=256&type=chunk)[257](index=257&type=chunk) - **Going Concern Risk:** The company states it may need to raise additional capital or significantly curtail operations to remain a going concern, given its net losses and low cash position[259](index=259&type=chunk)[260](index=260&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - None[262](index=262&type=chunk) [Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - None[262](index=262&type=chunk) [Mine Safety Disclosure](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This item is not applicable to the company - Not applicable[262](index=262&type=chunk) [Other Information](index=44&type=section&id=Item%205.%20Other%20Information) The company eliminated the Chief Commercial Officer role, with the departing officer providing transition services and retaining unvested RSUs - The role of Chief Commercial Officer was eliminated, effective November 18, 2022[263](index=263&type=chunk) - The departing officer, Nicholas Hughes-Jones, will provide transition services for at least 6 months and will not forfeit his unvested RSUs[263](index=263&type=chunk) [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including agreements, corporate governance documents, officer certifications, and XBRL data - The report includes exhibits such as the Purchase and Sale Agreement with CleanSpark, officer certifications under the Sarbanes-Oxley Act, and financial data in Inline XBRL format[266](index=266&type=chunk)

Mawson Infrastructure Group, Inc. (NASDAQ:MIGI) Q2 2022 Earnings Conference Call August 22, 2022 5:30 PM ET Company Participants Nick Hughes-Jones - Chief Commercial Officer James Manning - Founder and CEO Ariel Sivikofsky - CFO Conference Call Participants Josh Siegler - Cantor Fitzgerald Kevin Dede - H.C. Wainwright Operator Greetings. Welcome to Mawson Infrastructure Group, Inc. Second Quarter 2022 Earnings Results Conference Call. At this time, all participants are in listen-only mode. A question-and-an ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Mawson Infrastructure Group Inc. (Exact name of registrant as specified in it ...

Financial Data and Key Metrics Changes - Mawson generated $19.4 million in revenue for Q1 2022, up 178% compared to Q1 2021, and flat compared to Q4 2021 [12] - Gross profit for Q1 2022 was $11 million, an increase of 138% year-over-year [12] - Non-GAAP EBITDA for Q1 2022 was $4.5 million, up 160% compared to Q1 2021 [12] - Cash and cash equivalents rose to $5.8 million from $5.5 million in Q4 2021 [17] - Total assets grew to $166 million in Q1 2022, up from $145.3 million at the end of Q4 2021 [19] Business Line Data and Key Metrics Changes - The self-mining operations are expected to increase from 1.8 exahash to 4 exahash by Q3 2022, resulting in daily Bitcoin production rising from approximately 8 to 18 Bitcoin [23] - Hosting co-location business expanded significantly, with agreements in place for 116 megawatts, expected to increase to 140 megawatts by the end of 2022 [26] - The company signed major hosting customers, Celsius Mining for 100 megawatts and Foundry Digital for 12 megawatts, generating additional revenue streams [14] Market Data and Key Metrics Changes - The company operates five Bitcoin mining sites across the USA and Australia, with a market cap of approximately $180 million [5] - The new Texas facility will increase energy infrastructure capacity for Bitcoin mining by 35%, from 350 megawatts to 470 megawatts [8] Company Strategy and Development Direction - Mawson aims to reach 5.5 exahash by early Q1 2023, producing 24.5 Bitcoin per day and generating $357 million in annualized revenue [24] - The company focuses on securing long-term, low-cost energy infrastructure, with over 75% of its energy coming from sustainable sources [38] - Mawson is committed to being a net zero carbon miner and has a strong ESG strategy, including planting over 100,000 trees by the end of 2022 [45] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the rapid expansion of self-mining operations and the hosting co-location business, citing high demand for energy infrastructure in the Bitcoin mining industry [11][25] - The company is cautious about hedging power costs due to market volatility but aims to lock in favorable long-term contracts [69] Other Important Information - Mawson has secured a $20 million debt facility from Celsius Network to support its expansion [15] - The company has a disciplined approach to infrastructure deployment, ensuring projects are completed on time and within budget [28] Q&A Session Summary Question: What was the hash rate at the end of the March quarter? - The average hash rate for March was 1.2 exahash, with the end of month hash rate at 1.35 exahash [60] Question: Can you provide details about the Texas location? - The Texas site has substations in place, allowing for quick activation of smaller sites within close proximity [61] Question: What is the overall cost per kilowatt hour for Mawson? - A weighted average cost per kilowatt hour was not provided, but management is open to follow up on this [70] Question: How is the hosting customer's deployment timeline? - Mawson is currently deploying about four containers a week, translating to 8 to 12 megawatts going online in Pennsylvania [72] Question: What have Bitcoin mining hardware prices done recently? - Mining hardware prices have decreased significantly, making them more attractive for Mawson [82] Question: Where do you see the global hash rate going over the next 12 months? - The global hash rate is expected to face downside risks due to various market conditions [85] Question: Why does Mawson sell Bitcoin instead of holding it? - Selling Bitcoin generates cash flow to fund operations and capital expenditures [87] Question: What will the split on self-mining and hosting be going forward? - Mawson is exploring a 50-50 split between hosting and self-mining, prioritizing the highest margin opportunities [88]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 001-40849 Mawson Infrastructure Group Inc. (Exact name of registrant as specified in its charter) ...