SCHEDULE 13D/A: Activist Group Eyes Mawson Control, Proposes Tender Offer

A group of investors, led by Endeavor Blockchain, LLC, has amassed a 46.8% stake in Mawson Infrastructure Group Inc. and is pushing for strategic changes, including a potential tender offer and board control.

Summary

• Endeavor Blockchain, LLC, Joshua Kilgore, Cody Smith, and PM Squared, LLC (the 'Reporting Persons') collectively beneficially own 1,545,297 shares of Mawson Infrastructure Group Inc. common stock, representing 46.8% of the outstanding shares as of January 26, 2026.
• The Reporting Persons acquired their stake believing the shares were undervalued and represented an attractive investment opportunity.
• They have engaged with Mawson's management and Board of Directors to discuss opportunities for value creation and strategic partnership.
• Discussions have included analysis of Mawson's capital structure, long-term strategic support from the Reporting Persons and Big Digital Energy LLC (a subsidiary of Endeavor Blockchain, LLC), a potential tender offer, and additional equity capital.
• A potential tender offer would provide a cash premium for a portion of outstanding shares to stockholders wishing to exit.
• The Reporting Persons' proposals could lead to them owning a majority of outstanding shares, appointing a majority of the Board, recapitalizing the Issuer, and amending charter documents.
• The potential tender offer is preliminary, not yet commenced, planned, or authorized, and no agreements are currently in place.
• The Reporting Persons intend to continuously review their investment and may take further actions, including purchasing or selling shares, engaging in short selling or hedging, and making recommendations regarding capitalization, ownership, and board structure.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive from an investor perspective, as an activist group is identifying the company as undervalued and actively proposing strategies (including a potential tender offer and capital injection) to unlock value. This could serve as a catalyst for the stock, despite the implied dissatisfaction with current management.

Positives

• A significant investor group believes Mawson's shares are undervalued, potentially signaling upside.
• The Reporting Persons are actively seeking to engage with management and the Board to create value and explore strategic partnerships.
• Proposals include a potential tender offer at a cash premium, which could offer an attractive exit for some shareholders.
• The group is offering additional equity capital, including preferred securities, to address near-term obligations and fund future growth, which could strengthen Mawson's financial position.

Negatives

• The activist stance indicates dissatisfaction with the current management or strategic direction, potentially signaling underlying issues.
• The potential for a tender offer and changes in board control could lead to uncertainty and volatility in the short term.
• The mention of 'near-term obligations' suggests the company may be facing financial pressures that require additional capital.

Risks

• The potential tender offer is preliminary and may not materialize, leading to disappointment if shareholders are anticipating an exit opportunity.
• Discussions with management and the Board may not result in mutually agreeable terms, potentially leading to a proxy contest or other disruptive actions.
• Changes in capitalization, ownership structure, or board composition could alter the company's strategic direction and operational focus, with uncertain outcomes.
• The Reporting Persons may increase or decrease their position, or engage in short selling or hedging, which could impact share price volatility.

Future Outlook

The Reporting Persons intend to continuously review their investment in Mawson Infrastructure Group Inc. and may take various actions, including increasing or decreasing their position, engaging in further communications with management and the Board, discussing potential business combinations or dispositions with other stockholders, and making recommendations regarding the company's capitalization, ownership structure, and board composition. They have proposed a potential tender offer and additional equity capital, which could lead to them owning a majority of shares and appointing a majority of the Board.

Management Comments

• The Reporting Persons have attempted to engage with the Issuer's management and Board of Directors regarding opportunities for value creation and strategic partnership.

Industry Context

This filing reflects a growing trend of shareholder activism, particularly in sectors where companies may be perceived as undervalued or underperforming. Activist investors often seek to unlock value through strategic changes, operational improvements, or capital structure adjustments. The proposals, including a potential tender offer and board changes, are typical tactics employed by activist groups aiming to exert significant influence or gain control.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for a tender offer at a premium could provide an exit opportunity. Strategic changes and capital injection could unlock value, but uncertainty around activist actions could also lead to volatility.
• Management and Board: Face pressure from the activist group to consider strategic changes, potentially leading to changes in leadership or board composition.
• Creditors: Additional equity capital could improve the company's financial health and ability to meet 'near-term obligations'.

Next Steps

• The Reporting Persons will continue to review their investment in Mawson Infrastructure Group Inc.
• They may engage in further communications with Mawson's management and Board of Directors.
• They may engage in discussions with other stockholders or third parties regarding potential business combinations or dispositions.
• They may purchase additional shares, sell some or all of their shares, or engage in short selling or hedging activities.
• Further evaluation, negotiation, financing, regulatory considerations, and approvals would be required for any potential tender offer or changes in board control.

Key Dates

Recommendation

The filing indicates a significant activist investor group has accumulated a substantial stake (46.8%) in Mawson Infrastructure Group Inc., believing the shares are undervalued. Their stated intentions include engaging with management for value creation, proposing a potential tender offer at a premium, and offering additional equity capital to address obligations and fund growth. These actions typically act as strong catalysts, signaling potential for a strategic overhaul, improved financial health, or a liquidity event, which could drive the share price higher. The activist's belief in undervaluation, coupled with concrete proposals for value creation, makes this an attractive 'buy' opportunity for investors anticipating positive changes.

Keywords

Mawson Infrastructure Group, Endeavor Blockchain, Activist Investor, Schedule 13D, Beneficial Ownership, Tender Offer, Corporate Governance, Capital Structure, Strategic Partnership, Shareholder Activism, MIGI