Mawson Infrastructure Group Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
BGDE$3.16+19.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001213900-25-076634
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001213900-25-110839
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 98 previous paragraphs and 106 current paragraphs.
48 unchanged; 39 reworded; 19 added; 10 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 33 previous and 33 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
In October 2025, we announced the launch of a graphics processing unit (“GPU”) pilot program on a major, leading decentralized AI network. Our GPU pilot’s overarching objective is to build a repeatable, scalable framework that proves a path for us to expand our role as an AI cloud or infrastructure provider across its U.S. sites. The initial phase of the project is an aggressive 100-day plan to retrieve performance data, evaluate project economics, and test market fit. Comprehensive analysis throughout the pilot will be executed to ensure the security, reliability, and commercial viability of our design.
Current report
Cost of revenues
Current report
Cost of revenues for the three months ended September 30, 2025 and 2024, were $4.6 million and $8.0 million, respectively. This decrease of $3.4 million, or 42%, in cost of revenues compared to the same period in 2024 was attributable to lower energy consumption from reduced digital colocation services and digital asset mining from self-mining, partially offset by higher average energy prices during the 2025 period.
Current report
Stock-based compensation (benefits) expenses for the three months ended September 30, 2025 and 2024 were $(1.4) million and $5.3 million, respectively. The benefit recognized during the 2025 period was due to the reversal of previously recognized share-based compensation expense due to the forfeiture of RSUs.
Current report
On July 4, 2025, President Donald Trump signed into law the OBBBA. The OBBBA contains several changes to corporate taxation, including the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental (“R&E”) expenditures, modifications of Section 163(j) interest expense limitations, updates to rules governing global intangible low-taxed income (“GILTI”) and foreign-derived intangible income (“FDII”), amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.
Current report
Under U.S. GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. The Company analyzed the impact of the OBBBA for this Quarterly Report and determined the impact to be immaterial, primarily due to the Company’s full valuation allowance.
Current report
Results of Operations – Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Current report
Cost of revenue for the nine months ended September 30, 2025 and 2024, were $18.1 million and $28.6 million, respectively. This decrease of $10.5 million, or 37%, in cost of revenue compared to the same period in 2024 was attributable to lower energy consumption from reduced digital colocation services and digital asset mining from self-mining, partially offset by higher average energy prices during the 2025 period.
Current report
Stock-based compensation
Current report
Stock-based compensation expenses for the nine months ended September 30, 2025 and 2024 were $1.7 million and $11.3 million, respectively. The benefit recognized during the 2025 period was due to the reversal of previously recognized share-based compensation expense due to the forfeiture of RSUs.
Current report
Interest expenses for the nine months ended September 30, 2025 and 2024, were $2.5 million and $2.3 million, respectively.
Current report
Income tax expense
Current report
On July 4, 2025, President Donald Trump signed into law the reconciliation tax bill, commonly referred to as the OBBBA. The OBBBA contains several changes to corporate taxation, including the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of R&E expenditures, modifications of Section 163(j) interest expense limitations, updates to rules governing GILTI and FDII, amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.
Current report
Under U.S. GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. The Company analyzed the impact of the OBBBA for this Quarterly Report and determined the impact to be immaterial, primarily due to the Company’s full valuation allowance.
Current report
On October 13, 2025, the Company voluntarily terminated its Prior Sales Agreement with Roth Capital Partners, LLC and A.G.P./Alliance Global Partners. Under the terms of the Prior Sales Agreement, the Company had the right to sell shares of its Common Stock having an aggregate sales price of up to $12 million, from time to time, through an “at the market offering” program. No sales of shares of Common Stock were made under the Prior Sales Agreement. Pursuant to its terms, the Company had the right to terminate the Prior Sales Agreement. In connection with the Prior Sales Agreement termination, no early termination penalties were incurred by the Company.
Current report
On October 16, 2025, we entered into the Sales Agreement with Wainwright to sell Shares of our Common Stock having an aggregate sales price of up to $9.6 million, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of Shares made under the Sales Agreement will be made by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
Current report
We will pay Wainwright a commission in an amount equal to 3.0% of the gross proceeds from the sale of the Shares and have agreed to provide Wainwright with customary indemnification and contribution rights. In addition, we have agreed to reimburse Wainwright for fees and disbursements related to its legal counsel in an amount not to exceed $50,000. Additionally, pursuant to the terms of the Sales Agreement, we agreed to reimburse Wainwright for the documented fees and costs of its legal counsel reasonably incurred in connection with Wainwright’s ongoing due diligence from time to time arising from the transactions contemplated by the Sales Agreement in an amount not to exceed $2,500 in the aggregate per due diligence update. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.
Current report
We are not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the Sales Agreement will terminate on the earlier of (1) the sale, pursuant to the Sales Agreement, of Shares having an aggregate offering price of $9.6 million and (2) the termination of the Sales Agreement by either us or Wainwright, as permitted therein.
Current report
As of November 12, 2025, we have sold 1,355,215 shares of Common Stock under the Sales Agreement at an average price of $1.28 per share, which has resulted in net proceeds to us of $1.7 million.
Removed paragraphs (10)
Previous report
Cost of revenue for the three months ended June 30, 2025 and 2024, were $5.6 million and $8.8 million, respectively. The decrease in cost of revenue was attributable to a decrease in power costs due to lower colocation and self mining revenues. The decrease in power costs related to the energy used to operate the Company’s mining equipment and co-located mining equipment within our facilities was partially offset by an increase in the cost of energy in the 2025 period compared to the 2024 period.
Previous report
On July 4, 2025, President Donald Trump signed into law the reconciliation tax bill, commonly referred to as the “One Big Beautiful Bill Act” (the “OBBBA”). The OBBBA contains several changes to corporate taxation that could impact the Company, including but not limited to modifications to the capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The Company is currently assessing the impact of the OBBBA and an estimate of its financial effects is not available at this time. For information, refer to Note 11 — Subsequent Events to the unaudited consolidated condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report.
Previous report
Results of Operations – Six months ended June 30, 2025 compared to the six months ended June 30, 2024
Previous report
Cost of revenue
Previous report
Cost of revenue for the six months ended June 30, 2025 and 2024, were $13.5 million and $20.6 million, respectively. The decrease in cost of revenue was attributable to a decrease in power costs due to lower colocation and self mining revenues. The decrease in power costs related to the energy used to operate the Company’s mining equipment and co-located mining equipment within our facilities was partially offset by an increase in the cost of energy in the 2025 period compared to the 2024 period.
Previous report
Stock based compensation expenses for the six months ended June 30, 2025 and 2024 were $3.1 million and $6.0 million, respectively. The decrease was primarily due to lower fair values of new issuances of long-term incentives for the Company’s directors, management, and employees during the first six-months ended June 30, 2025 compared with the same period in 2024
Previous report
Interest expenses for the six months ended June 30, 2025 and 2024, were $1.6 million and $1.5 million, respectively.
Previous report
Income tax (expense) benefit
Previous report
On July 4, 2025, President Donald Trump signed into law the reconciliation tax bill, commonly referred to as the “One Big Beautiful Bill Act” (the “OBBBA”). The OBBBA contains several changes to corporate taxation that could impact the Company, including but not limited to modifications to the capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The Company is currently assessing the impact of the OBBBA and an estimate of its financial effects is not available at this time. For information, refer to Note 11 — Subsequent Events to the unaudited consolidated condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report.
Previous report
On December 13, 2024, the Company entered into a Sales Agreement with Roth Capital Partners, LLC (the “Lead Agent”) and A.G.P./Alliance Global Partners (collectively with the Lead Agent, the “Agents” and individually an “Agent”), to sell shares of our Common Stock (the “Shares”), having an aggregate sales price of up to $12 million, from time to time, through an “at-the-market” program (the “ATM Program”) under which the Agents will act as sales agent. The ATM Program is currently unavailable because the Company does not have an effective registration statement on Form S-3 on file with the SEC. The Company intends to file a registration statement on Form S-3 with the SEC and re-commence the ATM Program in 2025.
Reworded paragraphs (39)
Previous wording
This report, our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and the 2024 Form 10-K identify important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements, including those set forth under Item 1A. “Risk Factors” below.
Current wording
This report, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025 and August 14, 2025, and the 2024 Form 10-K identify important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements, including those set forth under Item 1A. “Risk Factors” below.
Previous wording
The risk factors included in this Quarterly Report on Form 10-Q, our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and on the 2024 Form 10-K are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those expressed or implied in our forward-looking statements:
Current wording
The risk factors included in this Quarterly Report on Form 10-Q, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025 and August 14, 2025, and on the 2024 Form 10-K are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those expressed or implied in our forward-looking statements:
Previous wording
Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the risk factors set out in Item 1A. Risk Factors in this Quarterly Report on Form 10-Q, our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025 and in our 2024 Form 10-K**.**
Current wording
Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the risk factors set out in Item 1A. Risk Factors in this Quarterly Report on Form 10-Q, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025 and August 14, 2025, and in our 2024 Form 10-K**.**
Previous wording
The Company develops and operates digital infrastructure platforms for enterprise customers and for its own purposes. The Company’s digital infrastructure platforms can be used to operate computing resources for a number of applications, and are offered across AI, HPC, digital assets, and other computing applications. The Company also has an energy management business, which utilizes software and analysis, to generate revenue when the Company participates in energy management programs related to the real-time needs of the power grid.
Current wording
The Company designs, builds and operates next-generation digital infrastructure platforms for enterprise customers and for its own purposes. The Company provides services spanning AI, HPC, digital assets including Bitcoin mining, and other intensive computer applications. The Company delivers both self-mining operations and colocation services to enterprise customers with a vertically integrated infrastructure model built for scalability and efficiency. The Company also has an energy management business, which utilizes software and analysis, to generate revenue when the Company participates in energy management programs related to the real-time needs of the power grid.
Previous wording
The Company has a strategy to prioritize the usage of carbon-free energy sources, including nuclear energy, to power its digital infrastructure platforms and computational machines.
Current wording
The Company has a strategy to prioritize the usage of carbon-free energy sources, including nuclear energy, to power its digital infrastructure platforms and computational machines to support the rapid growth of the digital economy in an environmentally sustainable way.
Previous wording
The Company manages and operates digital infrastructure platforms and data centers delivering a total current capacity of approximately 129 megawatts (“MW”) with its current operational sites with an additional 24 MW of future capacity that is under development, all strategically located in locations served by the PJM Energy Market in the United States. The PJM Energy Market is the largest wholesale power market in North America.
Current wording
The Company manages and operates digital infrastructure platforms and data centers delivering a total current capacity of approximately 129 MW with its current operational sites, with additional future capacity under development, all strategically located in locations served by the PJM Energy Market in the United States. The PJM Energy Market is the largest wholesale power market in North America.
Previous wording
Digital colocation revenues for the three months ended June 30, 2025 and 2024, were $3.7 million and $8.1 million, respectively. This represented a 55% revenue decrease or a decrease of $4.4 million, compared to the same period in 2024. The decrease in revenue was due to a decline in both the number of customers and the size of those contracts with customers as compared to the 2024 period. The Company continues to enhance its digital colocation capabilities in order to grow the number of digital colocation customers, and increase the number of machines using our digital colocation infrastructure services.
Current wording
Digital colocation revenues for the three months ended September 30, 2025 and 2024, were $7.2 million and $9.5 million, respectively. This represented a 25% decrease or a decrease of $2.4 million, compared to the same period in 2024. The decrease in revenue was primarily attributable to a reduction in both the number of customers and the average contract size as compared to the 2024 period, offset by an increase in revenues of $2.0 million due to the settlement of contracts with former customers. In 2025, the Company entered into a profit-share agreement that generated lower revenue relative to traditional colocation arrangements but yielded higher overall profitability. The Company continues to enhance its digital colocation capabilities to expand its customer base and increase the number of machines utilizing its digital colocation infrastructure services.
Previous wording
Energy management revenues for the three months ended June 30, 2025 and 2024, were $5.1 million and $1.7 million, respectively. This represented a 196% revenue increase or an increase of $3.4 million, compared to the same period in 2024. This increase is due to the Company’s enhanced energy management programs, which utilizes software and analysis, to generate revenue when the Company adapts its power usage to the real-time needs of the grid. Higher energy prices and demand drove higher participation in energy programs in the 2025 period than in the 2024 period.
Current wording
Energy management revenues for the three months ended September 30, 2025 and 2024, were $5.4 million and $2.0 million, respectively. This represented a 176% increase or an increase of $3.5 million, compared to the same period in 2024. The increase was primarily attributable to the Company’s enhanced energy management programs, which leverage advanced software and analytics to optimize power usage in response to real-time grid conditions and market pricing signals. Energy management programs enable the Company to generate revenue and reduce energy costs by adjusting power consumption during periods of elevated demand or pricing volatility. Higher overall energy prices and greater grid demand variability during the 2025 period contributed to increased participation in energy management programs relative to 2024.
Previous wording
Digital assets mining revenues from self-mining of bitcoin for the three months ended June 30, 2025 and 2024, were $0.7 million and $3.2 million, respectively. This represented a decrease of $2.5 million compared to the same period in 2024. This decrease was due to a number of factors, including the impact of the April 2024 halving industry event, and a higher global network difficulty rate, which led to lower bitcoin production from self-mining.
Current wording
Digital assets mining revenues from self-mining of Bitcoin for the three months ended September 30, 2025 and 2024, were $0.6 million and $0.8 million, respectively. This represented a decrease of $0.2 million compared to the same period in 2024. The decline was primarily driven by industry-wide conditions, including higher overall energy costs and an increase in global network difficulty, both of which contributed to lower Bitcoin production from self-mining activities.
Previous wording
Our cost of revenue consists primarily of direct power costs related to digital asset mining and colocation services and cost of mining equipment sold.
Current wording
Our cost of revenues consists primarily of direct power costs related to digital asset mining and colocation services and cost of mining equipment sold.
Previous wording
Selling, general and administrative expenses for the three months ended June 30, 2025 and 2024 were $5.9 million and $3.6 million, respectively, an increase of $2.3 million from period to period, primarily due to increased legal and litigation related expenses and employee compensation.
Current wording
Selling, general and administrative expenses for the three months ended September 30, 2025 and 2024 were $5.9 million and $6.0 million, respectively, a decrease of $0.2 million, or 3%, from period to period.
Previous wording
Depreciation and amortization for the three months ended June 30, 2025 and 2024, were $1.5 million and $4.6 million, respectively. The lower depreciation and amortization expense is the result of liquidation and an increased number of the Company’s digital asset mining hardware being fully depreciated in prior periods.
Current wording
Depreciation and amortization for the three months ended September 30, 2025 and 2024, were $1.3 million and $3.6 million, respectively. The lower depreciation and amortization expense is the result of liquidation and an increased number of the Company’s digital asset mining hardware being fully depreciated compared to prior periods.
Previous wording
During the three months ended June 30, 2025 and 2024, there was a loss on the fair value of the derivative asset of $2.1 million and $1.8 million, respectively, in relation to our power supply arrangements. Due to milder weather during the second quarter of 2025, energy prices dropped and lowered the value of energy hedges compared to the first quarter. The change in fair value between June 30, 2025 and 2024 was due to higher overall volatility in future prices derived from first quarter 2025 energy prices compared to 2024.
Current wording
During the three months ended September 30, 2025 and 2024, there was a loss on the fair value of the derivative asset of $1.2 million and $0.8 million, respectively, in relation to our power supply arrangements. Changes in energy market prices and volatility impacted the fair value of the hedge during these periods.
Previous wording
Interest expenses for each of the three months ended June 30, 2025 and 2024, were $0.8 million.
Current wording
Interest expenses for each of the three months ended September 30, 2025 and 2024, were $0.9 million and $0.8 million, respectively.
Previous wording
During the three months ended June 30, 2025, loss on foreign currency transactions was $0.7 million. During the three months ended June 30, 2024, loss on foreign currency transactions was $0.3 million. This difference was due to higher Australian Dollar denominated liabilities in the 2025 period compared with the 2024 period and movement in the foreign exchange rate.
Current wording
During the three months ended September 30, 2025, loss on foreign currency transactions was $0.3 million. During the three months ended September 30, 2024, loss on foreign currency transactions was $0.4 million.
Previous wording
The Company recorded income tax benefit (expense) of approximately 0.2% and (22.3)% of loss before income tax (benefit) expense for the three-month periods ended June 30, 2025 and 2024, respectively. The difference in the income tax (benefit) expense for the three-month period ended June 30, 2025 versus the three-month period ended June 30, 2024 relates mainly to differences in estimated interest and penalty accruals included in the current payable for each of those periods, as well as changes in estimates regarding the realizability of deferred tax balances that impact the Company’s deferred tax expense. For the 2025 period, the interest and penalties only relate to the incremental increase during the three-month period ended June 30, 2025 while the 2024 interest and penalties relate to both the three-month period ended June 30, 2024 and prior periods beginning in 2021.
Current wording
The Company recorded income tax benefit (expense) of approximately (22.3)% of income before income taxes and 5.0% of loss before income taxes for the three-month periods ended September 30, 2025 and 2024, respectively. The difference in the income tax benefit (expense) for the three-month period ended September 30, 2025 versus the three-month period ended September 30, 2024 relates mainly to differences in estimated interest and penalty accruals included in the current payable for each of those periods, as well as changes in estimates regarding the realizability of deferred tax balances that impact the Company’s deferred tax expense. For the 2025 period, the interest and penalties only relate to the incremental increase during the three-month period ended September 30, 2025 while the 2024 interest and penalties relate to both the three-month period ended September 30, 2024 and prior periods beginning in 2021.
Previous wording
Digital colocation revenues for six months ended June 30, 2025 and 2024, were $14.1 million and $16.4 million, respectively. This represented a 14% revenue decrease or a decrease of $2.3 million, compared to the same period in 2024. The decrease in revenue was due to a decline in both the number of customers and the size of those contracts with customers as compared to the 2024 period. The Company continues to enhance its digital colocation capabilities in order to grow the number of digital colocation customers, and increase the number of machines using our digital colocation infrastructure services.
Current wording
Digital colocation revenues for nine months ended September 30, 2025 and 2024, were $21.3 million and $25.9 million, respectively. This represented an 18% decrease or a decrease of $4.6 million, compared to the same period in 2024. The decrease in revenue was primarily attributable to a reduction in both the number of customers and the average contract size as compared to the 2024 period, offset by an increase in revenues of $2.0 million due to the settlement of contracts with former customers. In 2025, the Company entered into a profit-share agreement that generated lower revenue relative to traditional colocation arrangements but yielded higher overall profitability. The Company continues to enhance its digital colocation capabilities to expand its customer base and increase the number of machines utilizing its digital colocation infrastructure services.
Previous wording
Energy management revenues for the six months ended June 30, 2025 and 2024, were $8.2 million and $4.2 million, respectively. This represented a 95% revenue increase or an increase of $4.0 million, compared to the same period in 2024. This increase is due to the Company’s enhanced energy management programs, which utilizes software and analysis, to generate revenue when the Company adapts its power usage to the real-time needs of the grid. Higher energy prices and demand drove higher participation in energy programs in the 2025 period than in the 2024 period.
Current wording
Energy management revenues for the nine months ended September 30, 2025 and 2024, were $13.6 million and $6.2 million, respectively. This represented a 121% increase or an increase of $7.5 million, compared to the same period in 2024. The increase was primarily attributable to the Company’s enhanced energy management programs, which leverage advanced software and analytics to optimize power usage in response to real-time grid conditions and market pricing signals. Energy management programs enable the Company to generate revenue and reduce energy costs by adjusting power consumption during periods of elevated demand or pricing volatility. Higher overall energy prices and greater grid demand variability during the 2025 period contributed to increased participation in energy management programs relative to 2024.
Previous wording
Digital assets mining revenues from self-mining of bitcoin for the six months ended June 30, 2025 and 2024, were $1.1 million and $10.8 million, respectively. This represented a decrease of $9.7 million compared to the same period in 2024. This decrease was due to a number of factors, including the impact of the April 2024 halving industry event, and a higher global network difficulty rate, which led to lower bitcoin production from self-mining.
Current wording
Digital assets mining revenues from self-mining of Bitcoin for the nine months ended September 30, 2025 and 2024, were $1.6 million and $11.6 million, respectively. This represented a decrease of $9.9 million compared to the same period in 2024. The decline in self-mining revenues was primarily driven by industry-wide conditions, including higher overall energy costs and increased network difficulty, which contributed to reduced Bitcoin production. In addition, the Company’s revenue mix continued to evolve during 2025, reflecting a strategic shift away from self-mining activities toward digital asset colocation services. This transition has resulted in a greater proportion of revenue being generated from colocation operations.
Previous wording
Selling, general and administrative expenses for the six months ended June 30, 2025 and 2024 were $11.7 million and $7.1 million, respectively, an increase of $4.6 million from period to period, primarily due to increased legal and litigation related expenses, employee compensation and the write-off of uncollectable customer accounts.
Current wording
Selling, general and administrative expenses for the nine months ended September 30, 2025 and 2024 were $17.5 million and $13.1 million, respectively, an increase of $4.4 million, or 34%. The increase was primarily driven by higher external legal and litigation related expenses, employee compensation and the write-off of uncollectible customer accounts.
Previous wording
Depreciation and amortization for the six months ended June 30, 2025 and 2024, were $3.0 million and $12.6 million, respectively. The lower depreciation and amortization expense is the result of liquidation and deconsolidation of MIG No. 1 and an increased number of the Company’s digital asset mining hardware being fully depreciated in prior periods.
Current wording
Depreciation and amortization for the nine months ended September 30, 2025 and 2024, were $4.3 million and $16.2 million, respectively. The lower depreciation and amortization expense is the result of liquidation and deconsolidation of MIG No. 1 and an increased number of the Company’s digital asset mining hardware being fully depreciated compared to prior periods.
Previous wording
During the six months ended June 30, 2025 and 2024, there was a gain on the fair value of the derivative asset of $1.9 million and a loss on the fair value of the derivative asset of $0.09 million, respectively, in relation to our power supply arrangements. Energy prices continued to sustain higher future prices due to upward energy volatility during 2025 compared to more stable seasonal pricing during 2024, which was closer in line with 2024 hedges. The change in fair value between June 30, 2025 and 2024 was primarily due to higher overall volatility in future prices in 2025 compared to 2024.
Current wording
During the nine months ended September 30, 2025 and 2024, there was a gain on the fair value of the derivative asset of $0.7 million and a loss on the fair value of the derivative asset of $0.9 million, respectively, in relation to our power supply arrangements. The increase in the fair value of the derivative asset during 2025 was primarily driven by higher volatility and elevated forward energy prices, which increased the expected value of the Company’s hedge position. In contrast, the decrease in 2024 reflected a more stable energy price environment with limited forward price movement.
Previous wording
Non-operating income (expense) consist primarily of interest expenses, gain (loss) on foreign currency transactions, loss on deconsolidation and other income and expenses.
Current wording
Non-operating income (expense) consists primarily of interest expenses, gain (loss) on foreign currency transactions, loss on deconsolidation and other income and expenses.
Previous wording
During the six months ended June 30, 2025, loss on foreign currency transactions was $0.7 million. During the six months ended June 30, 2024, loss on foreign currency transactions was $0.1 million. This difference was due to higher Australian Dollar denominated liabilities in 2025 compared with 2024 and movement in the foreign exchange rate.
Current wording
During the nine months ended September 30, 2025, loss on foreign currency transactions was $1.1 million. During the nine months ended September 30, 2024, loss on foreign currency transactions was $0.5 million. This difference was due to higher Australian Dollar denominated liabilities in 2025 compared with 2024 and movement in the foreign exchange rate.
Previous wording
During the six-months ended June 30, 2024, the Company recognized a deconsolidation loss of $12.0 million. This loss was as a result of three Australian entities and subsidiaries, MIG No.1, Mawson AU and Mawson SPL, proceeding into Australian court appointed liquidation and accordingly these subsidiaries were deconsolidated. The deconsolidation loss recorded was due to the removal of the net assets and certain liabilities of this subsidiary from the condensed consolidated financial statements. See Note 3 – Australian Subsidiaries Deconsolidation to the Consolidated Condensed Financial Statements (Unaudited) in Item 1. Financial Statements, for further discussion of MIG No. 1.
Current wording
During the nine months ended September 30, 2024, the Company recognized a deconsolidation loss of $12.4 million. This loss was as a result of three Australian entities and subsidiaries, MIG No.1, Mawson AU and Mawson SPL, proceeding into Australian court appointed liquidation and accordingly these subsidiaries were deconsolidated. The deconsolidation loss recorded was due to the removal of the net assets and certain liabilities of this subsidiary from the condensed consolidated financial statements. See Note 3 – Australian Subsidiaries Deconsolidation to the Consolidated Condensed Financial Statements (Unaudited) in Item 1. Financial Statements, for further discussion of MIG No. 1.
Previous wording
The Company recorded income tax expense of approximately 1.1% and 6.1% of loss before income tax expense for the six-month periods ended June 30, 2025 and 2024, respectively. The difference in the income tax expense for the six-month period ended June 30, 2025 versus the six-month period ended June 30, 2024 relates mainly to differences in estimated interest and penalty accruals included in the current payable for each of those periods, as well as changes in estimates regarding the realizability of deferred tax balances which impact the Company’s deferred tax expense. For 2025, the interest and penalties only relate to the incremental increase during the six-month period ended June 30, 2025 while the 2024 interest and penalties relate to both the six-month period ended June 30, 2026 and prior periods beginning in 2021.
Current wording
The Company recorded income tax expense of approximately 2.4% and 2.6% of loss before income tax expense for the nine-month periods ended September 30, 2025 and 2024, respectively. The difference in the income tax expense for the nine-month period ended September 30, 2025 versus the nine-month period ended September 30, 2024 relates mainly to differences in estimated interest and penalty accruals included in the current payable for each of those periods, as well as changes in estimates regarding the realizability of deferred tax balances which impact the Company’s deferred tax expense. For 2025, the interest and penalties only relate to the incremental increase during the nine-month period ended September 30, 2025 while the 2024 interest and penalties relate to both the nine-month period ended September 30, 2024 and prior periods beginning in 2021.
Previous wording
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. For the six months ended June 30, 2025, we financed our operations primarily through cash flow provided by operating activities and other cash reserves.
Current wording
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. For the nine months ended September 30, 2025, we financed our operations primarily through cash flow provided by operating activities and other cash reserves.
Previous wording
We believe our near-term working capital requirements will continue to be funded through a combination of the cash we expect to generate from future operations, our existing funds, external debt facilities that may be available to use, future issuances of shares, and other potential sources of capital, monetization, or funds. We believe a combination of these opportunities are expected to be adequate to fund our operations over the next twelve months. For our business growth, it is expected we may continue investing in expanding and/or upgrading our infrastructure and/or other equipment and will require additional working capital in the short-term and long-term. As of June 30, 2025, we had an aggregate of $23.1 million of debt, all of which is overdue for repayment unless we refinance, renegotiate the terms, or prevail in our disputes and/or related claims and/or counterclaims. In addition, the Celsius deposit of $15.3 million is the subject of an ongoing legal dispute in arbitration with Mawson and Celsius having claims and counterclaims. See Note 9 – Commitments and Contingencies, Celsius Promissory Note and Digital Colocation Agreement to the unaudited consolidated condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report.
Current wording
We believe our near-term working capital requirements will continue to be funded through a combination of the cash we expect to generate from future operations, our existing funds, external debt facilities that may be available to use, future issuances of shares, and other potential sources of capital, monetization, or funds. We believe a combination of these opportunities are expected to be adequate to fund our operations over the next twelve months. For our business growth, it is expected we may continue investing in expanding and/or upgrading our infrastructure and/or other equipment and will require additional working capital in the short-term and long-term. As of September 30, 2025, we had an aggregate of $24.2 million of debt, all of which is overdue for repayment unless we refinance, renegotiate the terms, or prevail in our disputes and/or related claims and/or counterclaims. In addition, the Celsius deposit of $15.3 million is the subject of an ongoing legal dispute in arbitration with Mawson and Celsius having claims and counterclaims. See Note 9 – Commitments and Contingencies, Celsius Promissory Note and Digital Colocation Agreement to the unaudited consolidated condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report.
Previous wording
As of June 30, 2025 and December 31, 2024, we had a cash and cash equivalent balance of $3.2 million and $6.1 million, respectively. As of June 30, 2025 and December 31, 2024, the trade receivables balance was $11.9 million and $15.2 million, respectively. As of June 30, 2025, we had $23.1 million of outstanding short-term loans, and as of December 31, 2024, we had $20.9 million of short-term loans. The short-term loans as of June 30, 2025, relate to the Celsius Promissory Note, W Capital Loan, Secured Convertible Promissory Notes and Marshall Loan (each of which is currently in default). Refer to “Material Cash Requirements” below for more information. As of June 30, 2025 and December 31, 2024, we had negative working capital of $40.3 million and $35.9 million, respectively.
Current wording
As of September 30, 2025 and December 31, 2024, we had a cash and cash equivalent balance of $2.3 million and $6.1 million, respectively. As of September 30, 2025 and December 31, 2024, the trade receivables balance was $13.8 million and $15.2 million, respectively. As of September 30, 2025, we had $24.2 million of outstanding short-term loans, and as of December 31, 2024, we had $20.9 million of short-term loans. The short-term loans as of September 30, 2025, relate to the Celsius Promissory Note, W Capital Loan, Secured Convertible Promissory Notes and Marshall Loan (each of which is currently in default). Refer to “Material Cash Requirements” below for more information. As of September 30, 2025 and December 31, 2024, we had negative working capital of $38.7 million and $35.9 million, respectively.
Previous wording
The following table presents the major components of net cash flows (used in) provided by operating, investing and financing activities for the six months ended June 30, 2025 and 2024:
Current wording
The following table presents the major components of net cash flows (used in) provided by operating, investing and financing activities for the nine months ended September 30, 2025 and 2024:
Previous wording
For the six months ended June 30, 2025, net cash used in operating activities was $2.6 million and for the six months ended June 30, 2024, net cash provided by operating activities was $4.3 million. We had a net loss of $8.3 million for the six months ended June 30, 2025, which included $1.9 million of gain on derivative asset, $3.1 million of stock based compensation, $3.0 million of depreciation and amortization expense, $1.0 million of provision for doubtful accounts and $1.6 million of non-cash interest expense. We had a net loss of $29.6 million for the six months ended June 30, 2024, which included $12.0 million loss on deconsolidation, $12.6 million of depreciation and amortization expense, $3.1 million of stock based compensation expense, and $0.09 million of loss on derivative asset.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities was $3.4 million and for the nine months ended September 30, 2024, net cash provided by operating activities was $3.1 million. We had a net loss of $5.9 million for the nine months ended September 30, 2025, which included $0.7 million of gain on derivative asset, $0.4 million benefit from stock-based compensation, $4.3 million of depreciation and amortization expense, $1.0 million of provision for doubtful accounts and $2.5 million of non-cash interest expense. We had a net loss of $41.8 million for the nine months ended September 30, 2024, which included $13.0 million loss on deconsolidation, $16.2 million of depreciation and amortization expense, $11.3 million of stock-based compensation expense, and $0.9 million of loss on derivative asset.
Previous wording
For the six months ended June 30, 2025, net cash used in investing activities was $0.05 and for the six months ended June 30, 2024, net cash used in investing activities was $1.4million. The net cash used in investing activities during the six months ended June 30, 2024, was primarily attributable to capital expenditures partially offset by proceeds from sale of certain non-utilized equipment.
Current wording
For the nine months ended September 30, 2025, net cash used in investing activities was $0.1 million and for the nine months ended September 30, 2024, net cash used in investing activities was $1.1 million. The net cash used in investing activities during the nine months ended September 30, 2024, was primarily attributable to capital expenditures partially offset by proceeds from sale of certain non-utilized equipment.
Previous wording
For the six months ended June 30, 2025 and 2024, net cash used in financing activities was $0.2 million and $0.6 million, respectively. The cash used in financing activities during the six months ended June 30, 2025 and June 30, 2024, was primarily attributable to lease payments and loan payments, respectively.
Current wording
For the nine months ended September 30, 2025 and 2024, net cash used in financing activities was $0.3 million and $0.7 million, respectively. The cash used in financing activities during the nine months ended September 30, 2025 and September 30, 2024, was primarily attributable to lease payments and loan payments.
Previous wording
The Company is included as a guarantor of the Marshall Loan. The loan matured in February 2024 and bears interest at a rate of 12% per annum (with an overdue rate provision of an additional 500bps), payable monthly with interest payments that commenced in December 2021. This loan facility is secured by direct assets of MIG No.1 and a general security agreement given by the Company. Principal repayments began during November 2022. There has been no principal and interest payments made since May 2023. The outstanding balance including interest is $11.3 million as of June 30, 2025, all of which is currently classified as a current liability.
Current wording
The Company is included as a guarantor of the Marshall Loan. The loan matured in February 2024 and bears interest at a rate of 12% per annum (with an overdue rate provision of an additional 500bps), payable monthly with interest payments that commenced in December 2021. This loan facility is secured by direct assets of MIG No.1 and a general security agreement given by the Company. Principal repayments began during November 2022. There has been no principal and interest payments made since May 2023. The outstanding balance including interest is $11.9 million as of September 30, 2025, all of which is currently classified as a current liability.
Previous wording
The Company is included as a guarantor of the W Capital Loan. As of June 30, 2025, the balance was AUD $2.3 million (USD $1.5 million) representing outstanding interest, all of which is currently classified as a current liability. The W Capital Loan accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 800bps). The W Capital Loan expired in March 2023.
Current wording
The Company is included as a guarantor of the W Capital Loan. As of September 30, 2025, the balance was AUD $2.4 million (USD $1.6 million) representing outstanding interest, all of which is currently classified as a current liability. The W Capital Loan accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 800bps). The W Capital Loan expired in March 2023.
Previous wording
On February 23, 2022, Luna Squares entered into the Digital Colocation Agreement with Celsius Mining LLC. In connection with this agreement, Celsius Mining LLC loaned Luna Squares a principal amount of $20.0 million, for the purpose of funding the infrastructure required to meet the obligations of the Digital Colocation Agreement, for which Luna Squares issued the Celsius Promissory Note for repayment of such amount. The Celsius Promissory Note accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 200bps). Luna Squares is required to amortize the loan at a rate of 15% per quarter, principal repayments began at the end of September 2022. The Celsius Promissory Note had a maturity date of August 23, 2023. The outstanding balance including interest is $10.2 million as of June 30, 2025, all of which is currently classified as a current liability.
Current wording
On February 23, 2022, Luna Squares entered into the Digital Colocation Agreement with Celsius Mining LLC. In connection with this agreement, Celsius Mining LLC loaned Luna Squares a principal amount of $20.0 million, for the purpose of funding the infrastructure required to meet the obligations of the Digital Colocation Agreement, for which Luna Squares issued the Celsius Promissory Note for repayment of such amount. The Celsius Promissory Note accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 200bps). Luna Squares is required to amortize the loan at a rate of 15% per quarter, principal repayments began at the end of September 2022. The Celsius Promissory Note had a maturity date of August 23, 2023. The outstanding balance including interest is $10.5 million as of September 30, 2025, all of which is currently classified as a current liability.
Previous wording
As of June 30, 2025, and December 31, 2024, we had current liabilities of $59.3 million and $61.9 million, respectively. As of June 30, 2025, and December 31, 2024, we had negative net assets of $8.3 million and $3.2 million, respectively. As of June 30, 2025, we had an accumulated deficit of $237.1 million compared to $228.8 million as of December 31, 2024. Our cash position of June 30, 2025, was $3.2 million in comparison to $6.1 million as of December 31, 2024.
Current wording
As of September 30, 2025, and December 31, 2024, we had current liabilities of $59.9 million and $61.9 million, respectively. As of September 30, 2025, and December 31, 2024, we had negative net assets of $9.4 million and $3.2 million, respectively. As of September 30, 2025, we had an accumulated deficit of $234.7 million compared to $228.8 million as of December 31, 2024. Our cash position of September 30, 2025, was $2.3 million in comparison to $6.1 million as of December 31, 2024.
Previous wording
For the six- month period ended June 30, 2025 and 2024, the Company incurred a net loss attributed to Mawson common stockholders of 8.3 million and $29.4 million, respectively, a decrease in financial loss of $21.1 million.
Current wording
For the nine- month period ended September 30, 2025 and 2024, the Company incurred a net loss attributed to Mawson common stockholders of $5.9 million and $41.6 million, respectively, a decrease in financial loss of $35.7 million.
Previous wording
The Company reports all financial information required in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information. Adjusted EBITDA, which is a non-GAAP financial measure, is defined by the Company as net loss plus income tax, depreciation and amortization, further adjusted by stock based compensation, gain/loss on foreign currency, other non-operating income and expenses, change in fair value of derivative asset, provision for doubtful accounts, net of recoveries and loss on deconsolidation.
Current wording
The Company reports all financial information required in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information. Adjusted EBITDA, which is a non-GAAP financial measure, is defined by the Company as net loss plus income tax, depreciation and amortization, further adjusted by stock-based compensation, gain/loss on foreign currency, other non-operating income and expenses, change in fair value of derivative assets, provision for doubtful accounts, net of recoveries and loss on deconsolidation.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
During the three-months ended June 30, 2024, the Company recognized a deconsolidation loss of $0.08 million. This loss was as a result of two Australian entities and subsidiaries, Mawson AU and Mawson SPL proceeding into Australian court appointed liquidation and accordingly these subsidiaries were deconsolidated. The deconsolidation loss recorded was due to the removal of the net assets and certain liabilities of this subsidiary from the consolidated condensed financial statements.