8-K: Mawson Regains Nasdaq Bid Price Compliance

Mawson Infrastructure Group Inc. announced it has regained compliance with Nasdaq's $1.00 bid price requirement, while awaiting confirmation on stockholders' equity.

Summary

• Mawson Infrastructure Group Inc. (MIGI) received written notice on December 16, 2025, confirming it has regained compliance with The Nasdaq Stock Market LLC's $1.00 bid price requirement (Nasdaq Listing Rule 5550(a)(2)).
• The company was previously notified of non-compliance with both the Bid Price Rule and the $35 million market value of listed securities (MVLS) requirement (Nasdaq Listing Rule 5550(b)).
• Mawson attended a hearing before the Nasdaq Hearings Panel to present its plan to comply with the Bid Price Rule and the $2.5 million stockholders equity requirement (Nasdaq Listing Rule 5550(b)), which serves as an alternative to the MVLS Rule.
• An extension has been granted by the Panel for Mawson to evidence compliance with the Stockholders Equity Rule through December 19, 2025.
• Through an At The Market Offering Agreement with H.C. Wainwright & Co. LLC, Mawson has sold 2,161,379 shares of Common Stock, generating aggregate net proceeds of approximately $13.2 million.
• The company believes that, as a result of these sales, it now has stockholders equity of at least $2.5 million, meeting the alternative Nasdaq requirement.
• Mawson is currently awaiting Nasdaq's formal confirmation that it has evidenced compliance with all applicable criteria for continued listing on The Nasdaq Capital Market.

Sentiment

Score: 6

Explanation: The company has addressed a critical listing deficiency (bid price) and believes it has resolved another (stockholders equity) through a capital raise. This is a positive step towards maintaining its Nasdaq listing. However, the need for a capital raise to meet listing requirements and the extensive list of forward-looking risks indicate ongoing challenges and uncertainties.

Positives

• Regained compliance with Nasdaq's $1.00 bid price requirement, reducing immediate delisting risk.
• Successfully raised approximately $13.2 million in net proceeds through an At The Market (ATM) offering, improving liquidity and financial position.
• Believes it has achieved the $2.5 million stockholders equity requirement, an alternative to the $35 million market value of listed securities rule, addressing another key listing deficiency.

Negatives

• Still awaiting formal confirmation from Nasdaq regarding full compliance with all listing criteria, specifically the stockholders equity rule, indicating the situation is not fully resolved.
• Previously failed to meet the $35 million market value of listed securities (MVLS) requirement, highlighting past financial challenges.
• The company's ability to continue as a going concern is explicitly listed as a significant risk factor.

Risks

• Wainwright's ability to complete future placements pursuant to the Sales Agreement.
• The company's ability to regain compliance with Nasdaq's listing standards and anticipated actions by Nasdaq.
• Continued evolution and uncertainty related to technologies and digital infrastructure.
• The company's ability to continue as a going concern.
• The company's ability to cure any continued listing deficiencies and maintain the listing of the Common Stock on Nasdaq.
• The availability of the company's at-the-market program and the company's ability or inability to secure additional funds through equity financing transactions.
• Access to reliable and reasonably priced electricity sources.
• Operational, maintenance, repair, safety, and construction risks.
• The failure or breakdown of mining equipment, or internet connection failure.
• The company's reliance on key management personnel and employees.
• The company's ability to attract or retain the talent needed to sustain or grow the business.
• The company's ability to develop and execute on its business strategy and plans.
• Counterparty risks related to the company's customers, agreements and/or contracts.
• The loss of a significant digital colocation customer.
• Adverse actions by creditors, debt providers, or other parties.
• Continued evolution and uncertainty related to growth in blockchain and Bitcoin and other digital assets usage.
• High volatility in Bitcoin and other digital assets prices and in value attributable to the company's business.
• The company's need to, and difficulty in, raising additional debt or equity capital and the availability of financing opportunities.
• Failure to maintain required compliance to remain eligible for the most cost-effective forms of raising additional equity capital.
• The evolution of artificial intelligence (AI) and high-performance computing (HPC) market and changing technologies.
• The slower than expected growth in demand for AI, HPC and other accelerated computing technologies.
• The ability to timely implement and execute on AI and HPC digital infrastructure contracts or deployment.
• The ability to timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods mentioned.
• Downturns in the digital assets industry.
• Counterparty risks and risks of delayed or delinquent payments from customers and others.
• Inflation, economic or political environment.
• Cyber-security threats.
• The company's ability to obtain proper insurance.
• Banks and other financial institutions ceasing to provide services to the company's industry.
• Changes to the Bitcoin and/or other networks protocols and software.
• The decrease in the incentive or increased network difficulty to mine Bitcoin.
• The increase of transaction fees related to digital assets.
• The fraud or security failures of large digital asset exchanges.
• The regulation and taxation of digital assets like Bitcoin.
• The company's ability to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002.
• How the Common Stock may and/or will be impacted by the dismissal of the involuntary petition filed against the company in the United States Bankruptcy Court for the District of Delaware.
• Material litigation, investigations, or enforcement actions, including by regulators and governmental authorities.

Future Outlook

Mawson Infrastructure Group Inc. anticipates receiving formal confirmation from Nasdaq regarding its full compliance with all applicable listing criteria, particularly the stockholders equity rule, following its recent capital raise. The company's ability to maintain its Nasdaq listing and secure further equity financing through its at-the-market program are subject to various market and operational risks, including the volatility of digital assets and the evolving AI/HPC market.

Management Comments

• The Company believes it has stockholders equity of at least $2.5 million as required under the Stockholders Equity Rule (in lieu of compliance with the MVLS Rule) as of the date of this filing.

Industry Context

This announcement primarily addresses company-specific compliance issues with Nasdaq listing standards rather than broader industry trends. However, the reliance on at-the-market equity offerings for capital raises is a common strategy for companies in volatile sectors like digital assets and high-performance computing, especially when facing financial or listing challenges. The extensive list of risks highlights the inherent volatility and regulatory uncertainties within the digital asset and AI/HPC infrastructure sectors, which are common challenges for industry participants.

Legal Proceedings

• The filing mentions a risk related to how the Common Stock may and/or will be impacted by the dismissal of the involuntary petition filed against the company in the United States Bankruptcy Court for the District of Delaware.
• General risk of material litigation, investigations, or enforcement actions, including by regulators and governmental authorities.

Stakeholder Impact

• Shareholders: Positive impact from regaining bid price compliance and potentially maintaining Nasdaq listing, reducing delisting risk. However, the ATM offering results in dilution.
• Employees: Stability from continued listing, but the 'going concern' risk and reliance on key personnel are noted as potential challenges.
• Creditors/Debt Providers: The capital raise provides additional liquidity, potentially improving the company's financial position and ability to meet obligations.
• Nasdaq: The company is actively working to meet listing requirements, which is positive for the exchange's standards and integrity.

Next Steps

• Mawson Infrastructure Group Inc. awaits Nasdaq's formal confirmation of compliance with all applicable criteria for continued listing on The Nasdaq Capital Market.
• The company will provide an update regarding its listing status as soon as practicable.
• The company may continue to utilize its At The Market Offering Agreement to raise additional funds, subject to market conditions and its ability to secure placements.

Key Dates

Recommendation

While Mawson has made progress in addressing Nasdaq listing deficiencies by regaining bid price compliance and raising capital to meet equity requirements, the situation remains precarious until formal confirmation from Nasdaq. The company's ability to continue as a going concern is still listed as a risk, and the extensive list of forward-looking risks, particularly those related to the volatile digital asset and AI/HPC sectors, warrants caution. The capital raise, while necessary for compliance, also introduces dilution. Investors should hold pending further clarity on Nasdaq's final decision and the company's long-term financial stability and operational execution.

Keywords

Mawson Infrastructure Group, MIGI, Nasdaq compliance, bid price rule, stockholders equity, ATM offering, capital raise, Bitcoin mining, digital infrastructure, SEC filing, 8-K, listing standards