Mawson Infrastructure Group Inc.

Regulatory Filings • Jul 30, 2021

8-K 1 ea145045-8k_mawsoninfra.htm CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 26, 2021

Mawson Infrastructure Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-52545	88-0445167
(State
or other jurisdiction of incorporation)	(Commission
File Number)	(IRS
Employer Identification No.)

| Level
5, 97 Pacific Highway, North Sydney NSW Australia | 2060 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

Registrant’s telephone number, including area code +61 02 8624 6130

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act: None

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders..

On July 26, 2021, the Company commenced a written consent solicitation of its stockholders (the “ Consent Solicitation ”) to vote on an amendment to its Certificate of Incorporation to (i) effectuate a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at a ratio of 1-10 (“Reverse Stock Split”) and (ii) decrease the Company’s authorized Common Stock from 800,000,000 shares to 120,000,000 shares (the “Capitalization Reduction”).The total number of votes entitled to vote under the Consent Solicitation was 539,3780,684.

As of July 29, 2021, the Company has received votes sufficient to approve each of the Reverse Stock Split and Capitalization Reduction as set forth below:

Proposal 1: Reverse Stock Split

| FOR | AGAINST | ABSTAIN | BROKER
NON-VOTES |
| --- | --- | --- | --- |
| 415,604,784 | 0 | 0 | 0 |

l Proposal 2: Capitalization Reduction

| FOR | AGAINST | ABSTAIN | BROKER
NON-VOTES |
| --- | --- | --- | --- |
| 415,604,784 | 0 | 0 | 0 |

The Company intends to file the Certificate of Amendment to its Certificate of Incorporation in August 2021 upon receipt of FINRA/OTC Markets approval of the Reverse Stock Split.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| /s/
James Manning |
| --- |
| James
Manning |
| Chief
Executive Officer |

2

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