SCHEDULE: Mawson Investors Face Lawsuit Over Disclosure Claims

A group of Mawson Infrastructure Group Inc. investors, including Endeavor Blockchain, LLC, are facing a lawsuit from the company alleging violations of SEC reporting requirements and seeking injunctive relief and monetary damages.

Summary

• This is an Amendment No. 6 to a Schedule 13D filing by Endeavor Blockchain, LLC, Joshua Kilgore, Cody Smith, and PM Squared, LLC regarding their beneficial ownership in Mawson Infrastructure Group Inc.
• The amendment primarily addresses the refiling of Exhibit 99.1, an amended complaint filed by Mawson Infrastructure Group Inc. against the reporting persons, due to invalid PDF tags in the original filing.
• Mawson Infrastructure Group Inc. filed a lawsuit on January 29, 2026, in the U.S. District Court for the District of Delaware, alleging that the reporting persons violated Sections 13(d), 14(a), and 10(b) of the Exchange Act.
• The Issuer claims the reporting persons failed to file complete and accurate disclosures, made false/misleading statements, and omitted information regarding their trading activity and intentions in Schedule 13D and 14A filings.
• Mawson seeks declaratory and injunctive relief, including an order to stop 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.
• The reporting persons deny the allegations, stating their Schedule 13D filings have met reporting requirements since acquiring over 5% beneficial ownership on November 24, 2025, and intend to defend themselves vigorously.
• Endeavor Blockchain, LLC beneficially owns 1,500,000 shares, representing 45.4% of the class.
• Joshua Kilgore beneficially owns 8,000 shares (0.2%), Cody Smith 75,000 shares (2.3%), and PM Squared, LLC 4,397 shares (0.1%).
• The shares were purchased using working capital or personal funds, which may include margin loans.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a significantly negative development for the reporting persons due to the initiation of a lawsuit by the Issuer, carrying potential legal costs, liabilities, and restrictions on their investment activities.

Negatives

• Mawson Infrastructure Group Inc. has filed a lawsuit against the reporting persons, alleging multiple violations of the Securities Exchange Act of 1934.
• The lawsuit seeks significant relief, including injunctions against trading and potential change of control transactions, as well as monetary damages.
• The reporting persons are now involved in active litigation, which can be costly and time-consuming.

Risks

• Legal costs and potential liabilities arising from the lawsuit filed by Mawson Infrastructure Group Inc.
• Risk of injunctions preventing the reporting persons from trading in Mawson's securities or pursuing a tender offer/change of control transaction.
• Reputational damage for the reporting persons due to the allegations of disclosure violations and misleading statements.
• Uncertainty regarding the outcome of the litigation and its potential impact on the reporting persons' investment in Mawson.

Future Outlook

The reporting persons intend to vigorously defend themselves against the Issuer's lawsuit, believing the allegations are without merit and their prior filings addressed reporting requirements. The outcome of the lawsuit will determine future actions regarding their investment and potential control transactions.

Management Comments

• "The Reporting Persons believe that, since acquiring beneficial ownership of greater than 5% of the Issuer's outstanding shares on November 24, 2025... the Reporting Persons' 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 shareholder activism and disputes over beneficial ownership disclosures are common in the public markets, particularly when a significant stake is accumulated. Such legal battles often arise when an investor group's intentions are perceived as hostile or when the incumbent management seeks to prevent a change of control. The allegations of 13(d) violations are serious, as accurate and timely disclosure of beneficial ownership and intent is a cornerstone of market transparency.

Comparison to Industry Standards

• StockSavvy.ai observes that disputes over Schedule 13D filings are not uncommon, especially when an investor group approaches a significant ownership threshold or signals potential activist intentions.
• Similar legal challenges have been seen in cases involving prominent activists like Carl Icahn or Nelson Peltz's Trian Fund Management, where the interpretation of 'group' formation and disclosure of intent becomes critical.
• The Issuer's claims regarding 13(d), 14(a), and 10(b) violations are standard legal avenues for companies attempting to defend against perceived activist threats or to enforce disclosure compliance.
• The reporting persons' defense, asserting compliance and mootness, is also a typical response in such situations.

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 Endeavor Blockchain, LLC, Joshua Kilgore, Cody Smith, and PM Squared, LLC.
• The Issuer alleges violations of Section 13(d), Section 14(a) (Rule 14a-9), and Section 10(b) (Rule 10b-5) of the Securities Exchange Act of 1934.
• Allegations include failure to file complete and accurate disclosures, making false/misleading statements and omissions in Schedule 13D and 14A filings, and misstatements/omissions related to trading activity and intentions.
• The Issuer seeks declaratory and injunctive relief, including enjoining the reporting persons from trading in Mawson's securities and from continuing with a tender offer or other change of control transaction, as well as monetary damages.
• The reporting persons deny the allegations and intend to defend themselves vigorously.

Stakeholder Impact

• Shareholders (of Mawson): The lawsuit introduces uncertainty regarding the company's control and potential activist actions. It could also lead to significant legal costs for the company.
• Reporting Persons: Face substantial legal costs, potential restrictions on their investment, and possible monetary damages. Their ability to influence Mawson's governance or pursue a change of control is now challenged.

Next Steps

• The reporting persons intend to vigorously defend themselves against the lawsuit.
• The legal proceedings in the United States District Court for the District of Delaware will continue.

Key Dates

Recommendation

The initiation of a lawsuit by the issuer against a significant beneficial owner, alleging serious SEC violations and seeking injunctive relief to prevent trading or a change of control, introduces substantial legal and operational uncertainty. For the reporting persons, this represents a significant negative development that could lead to considerable legal costs, potential financial penalties, and restrictions on their investment strategy. For other investors, the legal dispute creates an overhang on the stock, making it a less attractive investment until the outcome is clear. The potential for a protracted legal battle and the associated risks suggest a 'sell' recommendation for the reporting persons' stake, and a cautious approach for other investors.

Keywords

Mawson Infrastructure Group, SEC filing, Schedule 13D, beneficial ownership, litigation, shareholder activism, Section 13(d), Section 14(a), Section 10(b), Exchange Act, tender offer, change of control, Endeavor Blockchain, Joshua Kilgore, Cody Smith, PM Squared