SCHEDULE: Mawson Infrastructure Group Faces Shareholder Lawsuit

Mawson Infrastructure Group Inc. has filed a lawsuit against its significant shareholders, alleging violations of SEC reporting and anti-fraud rules.

Summary

• Endeavor Blockchain, LLC, Joshua Kilgore, Cody Smith, and PM Squared, LLC collectively hold a significant stake in Mawson Infrastructure Group Inc. common stock.
• Endeavor Blockchain, LLC beneficially owns 1,500,000 shares, representing 45.4% of the class.
• Joshua Kilgore beneficially owns 8,000 shares, representing 0.2% of the class.
• Cody Smith beneficially owns 75,000 shares, representing 2.3% of the class.
• PM Squared, LLC beneficially owns 4,397 shares, representing 0.1% of the class.
• The shares were acquired using working capital (Endeavor Blockchain, LLC and PM Squared, LLC) and personal funds (Joshua Kilgore and Cody Smith), potentially including margin loans.
• Mawson Infrastructure Group Inc. filed an amended complaint on January 29, 2026, against the reporting persons in the United States District Court for the District of Delaware.
• The complaint alleges violations of Section 13(d) (reporting requirements), Section 14(a) (proxy rules), and Section 10(b) (anti-fraud provisions) of the Securities Exchange Act of 1934.
• Mawson Infrastructure Group Inc. seeks declaratory and injunctive relief, including an order to enjoin the reporting persons from trading in the company's securities and from continuing with a tender offer or other change of control transaction, as well as monetary damages.
• The reporting persons assert that their Schedule 13D filings, made since acquiring over 5% beneficial ownership on November 24, 2025, have adequately addressed reporting requirements and believe the Issuer's allegations are without merit, intending to defend themselves vigorously.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing negatively for the reporting persons due to the initiation of a lawsuit by the Issuer, which alleges serious securities law violations and seeks significant injunctive relief and monetary damages. This introduces substantial legal risk and uncertainty.

Negatives

• The Issuer has filed a lawsuit against the reporting persons, alleging multiple violations of securities laws.
• The lawsuit seeks injunctive relief that could restrict the reporting persons' ability to trade Mawson's securities or pursue a change of control.
• The lawsuit also seeks monetary damages, which could be substantial if the Issuer prevails.

Risks

• Legal proceedings: The reporting persons are subject to a lawsuit filed by Mawson Infrastructure Group Inc. alleging violations of SEC reporting and anti-fraud rules.
• Potential trading restrictions: The Issuer seeks an injunction to prevent the reporting persons from trading in Mawson's securities.
• Interference with strategic objectives: The Issuer seeks to enjoin the reporting persons from continuing with any tender offer or change of control transaction.
• Financial liability: The Issuer is seeking monetary damages from the reporting persons.

Future Outlook

The filing does not contain forward-looking statements or guidance from the reporting persons, beyond their intent to vigorously defend against the Issuer's lawsuit.

Management Comments

• The Reporting Persons believe that their Schedule 13D filings have addressed the reporting requirements of Section 13(d) of the Exchange Act and thereby mooted the Issuer's purported claims.
• The Reporting Persons believe the allegations set forth in the Issuer Complaint are without merit, the Issuer is not entitled to any relief and the Reporting Persons intend to defend themselves vigorously.

Industry Context

StockSavvy.ai notes that activist investor lawsuits, particularly those involving alleged violations of disclosure rules and attempts to influence corporate control, are a recurring theme in the public markets. Such disputes can create uncertainty for companies and their shareholders, often leading to prolonged legal battles.

Legal Proceedings

• Mawson Infrastructure Group Inc. filed an amended complaint on January 29, 2026, in the United States District Court for the District of Delaware against the reporting persons.
• The complaint alleges violations of Section 13(d) (reporting requirements), Section 14(a) (proxy rules), and Section 10(b) (anti-fraud provisions) of the Exchange Act.
• The Issuer seeks declaratory and injunctive relief, including an order enjoining the reporting persons from trading in the Issuer's securities and from continuing with a tender offer or other change of control transaction, as well as monetary damages.

Stakeholder Impact

• Shareholders of Mawson Infrastructure Group Inc. may face increased uncertainty due to ongoing litigation between the company and its significant shareholders.
• The outcome of the lawsuit could impact the future control and strategic direction of Mawson Infrastructure Group Inc.
• The reporting persons, as significant shareholders, face potential legal costs, trading restrictions, and financial liabilities.

Next Steps

• The reporting persons intend to vigorously defend themselves against the lawsuit filed by Mawson Infrastructure Group Inc.

Key Dates

Recommendation

The filing details a significant legal dispute between Mawson Infrastructure Group Inc. and its largest shareholders. While the reporting persons maintain their innocence, the existence of a lawsuit alleging securities law violations and seeking injunctive relief against trading and control changes introduces substantial uncertainty and risk. Investors should hold to monitor the outcome of this litigation, as it could materially impact the company's governance, strategic direction, and share price, but it is too early to make a definitive 'buy' or 'sell' recommendation without further clarity on the legal proceedings and their potential impact.

Keywords

Mawson Infrastructure Group, SEC filing, Schedule 13D, shareholder activism, securities lawsuit, beneficial ownership, Endeavor Blockchain, Joshua Kilgore, corporate governance, tender offer