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Mawson Infrastructure Group Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

BGDE$3.16+19.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-28.

0001013762-25-004161

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-31.

0001213900-26-037417

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 69 previous paragraphs and 79 current paragraphs.

26 unchanged; 27 reworded; 24 added; 16 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 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 (24)

Current report

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.

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 our U.S. sites. Since launch, the GPU pilot has outperformed competing marketplace offerings on GPU performance benchmarks for deep-learning tasks, while maintaining competitive bandwidth metrics at a limited scale. Analysis of runtime optimization, pricing dynamics and network placement has contributed to our growing internal technical expertise and stress-tested infrastructure assumptions for future GPU deployments. We continue to refine our listing strategy, expand certification coverage, and collect data in order to accelerate deployment speed and scale in subsequent GPU rollouts. Due to supply chain delays, the pilot program remains ongoing.

Current report

On December 22, 2025, the Company received written notice from the Listing Qualifications Hearings Department of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(b) (the “MVLS Rule”) and will continue being listed on The Nasdaq Capital Market.

Current report

As previously disclosed, the Company was notified by Nasdaq that the Company no longer satisfied the $35 million market value of listed securities (“MVLS”) requirement set forth in the MVLS Rule.

Current report

In response, the Company attended a hearing before the Nasdaq Hearings Panel (the “Panel”) to present its plan to evidence compliance with the $2.5 million stockholders’ equity requirement set forth in the MVLS Rule as an alternative to the $35 million MVLS requirement. The Company was granted an extension to demonstrate compliance with the MVLS Rule until December 19, 2025.

Current report

On December 16, 2025, the Company was notified by Nasdaq that it regained compliance with the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

Current report

Digital colocation revenue for the years ended December 31, 2025 and 2024, were $26.1 million and $38.5 million, respectively. This represented a decrease of $12.5 million or a 32% year-over-year revenue decrease. The decrease in revenue was primarily attributable to a reduction in both the number of customers and the average contract size as compared to 2024. 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.

Current report

Energy management revenue for the years ended December 31, 2025 and 2024, were $11.8 million and $7.6 million, respectively. This represented a 56% increase or an increase of $4.2 million, compared to 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 2025 contributed to increased participation in energy management programs relative to 2024.

Current report

Digital assets mining revenue from self-mining of Bitcoin for the years ended December 31, 2025 and 2024, were $1.9 million and $12.6 million, respectively. This represented an 85% decrease or a decrease of $10.7 million, compared to 2024. The decline in self-mining revenue 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 colocation services. This transition has resulted in a greater proportion of revenue being generated from colocation operations.

Current report

Cost of revenues for the years ended December 31, 2025 and 2024 were $22.4 million and $39.0 million, respectively, representing a decrease of $16.6 million, or 43%. In addition, cost of revenues as a percentage of revenue declined by approximately 9.4% year over year. This improvement was primarily driven by the introduction of a profit-sharing arrangement in 2025, which contributed incremental revenue while associated costs scaled proportionally lower than revenue growth. The decrease was further attributable to lower energy consumption resulting from reduced self-mining activity and digital colocation services, partially offset by higher average energy prices during 2025.

Current report

Selling, general and administrative expenses for the years ended December 31, 2025 and 2024 were $22.6 million and $18.3 million, respectively, representing an increase of $4.3 million, or 24%. The increase was primarily driven by higher external legal and litigation-related expenses, which increased by approximately $6.1 million year over year, and the write-off of uncollectible customer accounts, which increased by approximately $1.1 million compared to the prior year. These increases were partially offset by lower bonuses and commissions of approximately $1.3 million and lower payroll tax expense of approximately $1.6 million year over year.

Current report

Stock-based compensation expense for the years ended December 31, 2025 and 2024 was $9.0 million and $14.1 million respectively. The decrease was due to a lower number of share-based awards issued in 2025 as long-term incentive for the Company’s directors, management and employees compared to 2024, and lower overall fair values of awards issued in 2025 compared to 2024.

Current report

During the years ended December 31, 2025 and 2024, there was a gain on the fair value of the derivative asset of $0.6 million and a loss on the fair value of the derivative asset of $1.2 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.

Current report

Non-operating income (expense) consists primarily of interest expenses, gain (loss) on foreign currency transactions, loss on deconsolidation and other income and expenses.

Current report

Interest expenses for the years ended December 31, 2025 and 2024, were $3.4 million and $3.1 million, respectively. The higher amount of interest expense recognized in 2025 compared to 2024 is due to interest accreting to the total outstanding debt.

Current report

During the year ended December 31, 2025, loss on foreign currency transactions was $1.3 million. During the year ended December 31, 2024, gain on foreign currency transactions was $1.0 million. This difference was due to higher Australian Dollar denominated liabilities in 2025 compared with 2024 and movement in the U.S. Dollar to Australian Dollar exchange rate. Notably the U.S. Dollar strengthened against the Australian Dollar by approximately 18.4% during the three months ended December 31, 2024, which substantially drove the gain during 2024.

Current report

During the year ended December 31, 2024, the Company recognized a deconsolidation loss of $12.4 million. This loss was as a result of three of the Company’s Australian subsidiaries, MIG No.1, Mawson AU and Mawson SPL, proceeding into Australian court appointed liquidation. 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 –Subsidiary Deconsolidation to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report for further discussion of MIG No. 1.

Current report

The Company recorded income tax expense of approximately (0.1)% and (2.2)% of loss before income tax expense for the years ended December 31, 2025 and 2024, respectively. The difference in income tax expense relates mainly to differences in estimated interest and penalty accruals included in the current payable for the year ended December 31, 2025 compared to the year ended December 31, 2024, 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 year ended December 31, 2025 while the 2024 interest and penalties relate to both the year ended December 31, 2024 and prior periods beginning in 2021.

Current report

As of December 31, 2025, the Company has sold 2,468,729 shares of Common Stock under the Sales Agreement at an average price of approximately $6.12 per share, which has resulted in cash proceeds to the Company of $14.6 million, net of issuance costs.

Current report

The process of reviewing potential strategic opportunities may be time consuming, distracting and disruptive to our business operations. Our management may devote significant time, and we may incur substantial costs in pursuing, evaluating and negotiating potential strategic options or capital-raising transactions and those efforts may not prove successful on a timely basis, or at all.

Current report

Any potential transaction may be dependent on a number of factors that may be beyond our control, for example, market conditions, industry trends or acceptable terms. We may ultimately determine that no transaction is in the best interest of our stockholders and there can be no assurance that we will pursue or enter into any transaction at all. There can be no assurance of the impact to the value of our Common Stock after the announcement or consummation of any strategic transaction. In addition, any perceived uncertainty regarding our future operations may limit our ability to retain or hire qualified personnel.
Removed paragraphs (16)

Previous report

The Company previously had interests in the Australian market, however for strategic and commercial reasons, the Company is currently focused on advancing its interests in North America. The Company currently operates facilities in the United States of America and does not have operating sites in Australia.

Previous report

Digital colocation revenue for the years ended December 31, 2024 and 2023, were $38.5 million and $16.4 million, respectively. This represented an increase of $22.1 million or a 136% year-over-year revenue increase. The increase in revenue was due to the Company expanding its number of digital colocation customers, increasing the number of machines using our digital colocation infrastructure services, and growing its digital colocation business.

Previous report

Energy management revenue for the years ended December 31, 2024 and 2023, were $7.6 million and $5.4 million, respectively. This represented an increase of $2.2 million or a 42% year-over-year revenue increase. 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. The revenue opportunity from energy management is expected to be impacted by seasonal patterns and other weather-related events as well as the dynamic nature of global power prices.

Previous report

Digital assets mining revenue from self-mining of bitcoin for the years ended December 31, 2024 and 2023, were $12.6 million and $21.6 million, respectively. This represented a decrease of $9.0 million or 42% over the prior year period. The decrease for the year ended December 31, 2024, was due to a number of factors, including the impact of the April 2024 halving event, and a higher global network difficulty rate in the year ended December 31, 2024, compared to the same period in 2023, which led to lower bitcoin production from self-mining. In the year ended December 31, 2024, the Company also significantly expanded and grew its digital colocation services business across multiple customers reallocating some of its digital asset mining capacities. The Company believes its digital asset mining revenue may continue to fluctuate with bitcoin pricing and market conditions as the bitcoin industry works through the expected volatility inherently associated with bitcoin including the impact post the April 2024 halving event.

Previous report

Sales of digital mining equipment for the years ended December 31, 2024 and 2023, were $0.6 million and $0.3 million, respectively. This represented an increase of 50% over the prior year period.

Previous report

Cost of revenues for the years ended December 31, 2024 and 2023, were $39.0 million and $28.6 million, respectively. The increase in cost of revenues was primarily attributable to an increase in power costs related to an increase in energy used to operate the colocated equipment for our enterprise digital colocation customers within our facilities.

Previous report

Selling, general and administrative expenses for the years ended December 31, 2024 and 2023, were $18.3 million and $19.2 million, respectively. Total selling, general and administrative expenses decreased by $0.9 million in 2024. The decrease was primarily due decreases in rent and equipment rental of $0.9 million each, marketing of $0.4 million, and property costs of $0.3 million, partially offset by an increase in overall employee and personnel compensation of $2.0 million.

Previous report

Stock based compensation expenses for the years ended December 31, 2024 and 2023, were $14.1 million and $10.8 million, respectively. The increase was primarily due to an increase in stock-based compensation related to service-based restricted stock awards of $5.3 million as a result of an increase in awards issued of 6.4 million shares, partially offset by a decrease in stock-based compensation related to stock warrants/options of $1.8 million as a result of a decrease in stock warrants/options issued of 3.0 million shares.

Previous report

During the years ended December 31, 2024 and 2023, there was an unrealized loss on the fair value of the derivative asset of $1.2 million and $7.2 million, respectively, in relation to our power supply arrangements. The change in fair value between December 31, 2023 and December 31, 2024 is primarily due to one less year remaining on the derivative asset as of December 31, 2024 and a reduction of approximately 5% in the forward market prices between 2024 and 2025.

Previous report

Non-operating expense was $14.2 million for the year ended December 31, 2024, compared to non-operating income of $7.7 million for the year ended December 31, 2023. The expense for 2024 was primarily attributed to the loss on deconsolidation of $12.4 million and interest expense of $3.1 million, partially offset by gain on foreign currency transactions of $1.0 million. The income for 2023 was primarily attributed to the gain on deconsolidation of $9.5 million, profit from the sale of site of $3.4 million, and gain on sale of marketable securities of $1.4 million, partially offset by interest expense of $3.0 million, impairment of financial assets of $1.8 million, and loss on foreign currency transactions of $1.7 million.

Previous report

During the year ended December 31, 2024, we recorded a net loss on deconsolidation of $12.4 million relating to the liquidation and deconsolidation of MIG No.1, Mawson AU, and Mawson PL. During the year ended December 31, 2023, we recorded a gain on deconsolidation of $9.5 million relating to the liquidation and deconsolidation of Mawson PL. The deconsolidation gain and loss recorded were the result of removing the net assets and certain liabilities of the various subsidiaries from the consolidated financial statements.

Previous report

During the year ended December 31, 2024, we recorded a gain on foreign currency transactions of $1.0 million, compared to a loss on foreign currency transactions of $1.7 million for the year ended December 31, 2023. The change was due to the change in foreign exchange rates.

Previous report

During the year ended December 31, 2023, we recorded profit from the sale of site of $3.4 million, of which $2.6 million relates to the sale of the Luna Squares Texas LLC along with 59 transformers, and $0.8 million relates to sale of the Georgia site.

Previous report

During the year ended December 31, 2023, we recorded gain on sale of marketable securities of $1.4 million, which is related to the sale of CleanSpark, Inc shares.

Previous report

During the year ended December 31, 2023, the Company recognized an impairment of $1.8 million for the equity accounted method investment in Tasmania Data Infrastructure Pty Ltd.

Previous report

On December 13, 2024, the Company entered into a Sales Agreement (the “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 offering” program under which the Agents will act as sales agent. The sales, if any, of the Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act.
Reworded paragraphs (27)

Previous wording

We are a technology company focused on digital infrastructure platforms.

Current wording

We are a technology company focused on digital infrastructure platforms, headquartered in the United States.

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 asseets, and other computing applications. The Company also has an energy management business, which utilizes software and analysis, to generate revenue when the Company adapts its operations to the real-time needs of the power grid. The Company also periodically transacts in digital computational machines, data center infrastructure, and related equipment, subject to business and commercial opportunities.

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 compute 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 manages and operates two data center facilities in Pennsylvania delivering a total current capacity of approximately 129 megawatts (MW) and has an additional 24 MW of future capacity in Ohio 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 megawatts (“MW”) with its current operational sites, with 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

Our overall revenue for the years ended December 31, 2024 and 2023, were $59.3 million and $43.6 million, respectively. This represented an increase of $15.7 million or a 36% year-over-year revenue increase.

Current wording

Our overall revenue for the years ended December 31, 2025 and 2024, were $39.8 million and $59.3 million, respectively. This represented a decrease of $19.5 million or a 33% year-over-year revenue decrease.

Previous wording

Our operating expenses include: selling, general and administrative expenses; stock based compensation; change in fair value of derivative asset; and depreciation and amortization.

Current wording

Our operating expenses include: selling, general and administrative expenses; stock-based compensation; depreciation and amortization; and change in fair value of derivative assets.

Previous wording

Depreciation consists primarily of depreciation of digital asset mining hardware and MDC equipment.

Current wording

Depreciation consists primarily of depreciation of electric power equipment, transformers and MDC equipment.

Previous wording

Depreciation and amortization for the years ended December 31, 2024 and 2023, were $17.9 million and $38.1 million, respectively. The lower depreciation and amortization expense is the result of an increased number of the Company’s digital asset mining hardware being fully depreciated during 2023 and 2024, and a lower number of digital asset miners being acquired during the year ended December 31, 2024.

Current wording

Depreciation and amortization for the years ended December 31, 2025 and 2024, were $5.6 million and $17.9 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

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 impairment of financial assets, net loss of equity method investments, stock based compensation, loss on foreign currency, other non-operating income and expenses, change in fair value of derivative asset, fair value loss on investments, and gain 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, stock based compensation, (gain) loss on foreign currency, other non-operating income and expenses, change in fair value of derivative asset, bad debt expense, and gain on deconsolidation.

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 year ended December 31, 2024, we financed our operations primarily through net positive 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 year ended December 31, 2025, we financed our operations primarily through cash from operations, proceeds from our ATM (defined below) and other cash reserves.

Previous wording

On May 27, 2022, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), and filed a prospectus supplement, to sell shares of our Common Stock through an “at the market offering” program as defined in Rule 415 promulgated under the Securities Act. During the year ended December 31, 2023, 415,271 shares were issued in accordance with the ATM Agreement for cash proceeds of $1.2 million, net of issuance costs. Effective September 6, 2024, the Company terminated the ATM Agreement with Wainwright.

Current wording

On October 16, 2025, the Company entered into an At the Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) to sell shares (the “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 (the “ATM”) under which Wainwright will act as sales agent. On December 11, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) with the SEC to increase the capacity of the ATM by $40 million.

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 us, 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 long-term operations needed over the next twelve months. For our business growth, it is expected we may continue investing in expanding our infrastructure, 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 December 31, 2024, we had an aggregate of $20.9 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.

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 us, 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 needed over the next twelve months. For our business growth, it is expected we may continue to invest 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 December 31, 2025, we had an aggregate of $25.2 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 to the debt, as of December 31, 2025, the deposit of $15.3 million from Celsius was the subject of an ongoing legal dispute that was in arbitration with Mawson, Celsius and Ionic Digital Mining LLC (“Ionic”), as successor in interest to Celsius, having claims and counterclaims. On February 6, 2026, Mawson reached a confidential settlement with Ionic to resolve claims Ionic brought against Mawson and two of its subsidiaries related to the $15.3 million deposit. All settlement amounts have already been paid and the Ionic arbitration claims are dismissed in full.

Previous wording

We will need to raise substantial additional capital to continue our operations, execute our business strategy and meet our debt service obligations. We may not be able to raise adequate capital on a timely basis, on favorable terms, or at all. Our inability to raise sufficient capital would have a material adverse effect on our financial condition and business.

Current wording

We will need to raise substantial additional capital to continue our operations, execute our business strategy and meet our debt service obligations. We expect to continue to consider and evaluate potential strategic options and capital-raising transactions including, among other things, dispositions of certain businesses and assets and significant equity investments in us by third parties. Any capital-raising through equity or convertible debt could result in significant dilution to existing stockholders. In addition, newly issued securities may have rights, preferences, or privileges senior to those of our common shares. We may not be able to raise adequate capital on a timely basis, on favorable terms, or at all. Our inability to raise sufficient capital would have a material adverse effect on our financial condition and business.

Previous wording

As of December 31, 2024 and 2023, we had a cash and cash equivalent balance of $6.1 million and $4.5 million, respectively. The Company expects to continue to focus on improving its cash flows through a number of various activities.

Current wording

As of December 31, 2025 and 2024, we had a cash and cash equivalent balance of $13.3 million and $6.1 million, respectively. The Company expects to continue to focus on improving its cash flow through various activities, including expanded diversified, high-margin colocation operations and optimizing energy procurement strategies.

Previous wording

As of December 31, 2024 and 2023, the trade receivables balance was $15.2 million and $12.1 million, respectively.

Current wording

As of December 31, 2025 and 2024, the trade receivables balance was $9.6 million and $15.2 million, respectively.

Previous wording

As of December 31, 2024 and 2023, we had $20.9 million and $19.4 million, respectively, of outstanding short-term borrowings. The short-term borrowings as of December 31, 2024, relate to Celsius Mining LLC, W Capital Advisors Pty Ltd, the secured convertible promissory notes issued to investors and Marshall Investments MIG Pty Ltd (these loans are currently in default, refer to Material Cash Requirements section below for more information*)*.

Current wording

As of December 31, 2025 and 2024, we had $25.2 million and $20.9 million, respectively, of outstanding short-term borrowings. The short-term borrowings as of December 31, 2025 relate to the Celsius Promissory Note, W Capital Loan, the Secured Convertible Promissory Notes and the Marshall Loan (each as defined below), each of which is currently in default. Refer to “Material Cash Requirements” section below for more information.

Previous wording

As of December 31, 2024 and 2023, we had negative working capital of $35.9 million and $33.2 million, respectively.

Current wording

As of December 31, 2025 and 2024, we had negative working capital of $31.3 million and $35.9 million, respectively.

Previous wording

For the year ended December 31, 2024, net cash provided by operating activities was $3.6 million and for the year ended December 31, 2023, net cash used in operating activities was $2.5 million. We had a net loss of $46.3 million for the year ended December 31, 2024, which included $17.9 million of depreciation and amortization expense, $14.1 million of stock based compensation, $13.0 million of loss on deconsolidation, and $3.1 million of non-cash interest expense. We had a net loss of $58.5 million for the year ended December 31, 2023, which included $38.1 million of depreciation and amortization expense, $10.8 million of stock based compensation, $9.5 million of gain on deconsolidation, and $7.2 million of unrealized loss on derivative asset.

Current wording

For the year ended December 31, 2025, net cash used in operating activities was $6.9 million and for the year ended December 31, 2024, net cash provided by operating activities was $3.6 million. We had a net loss of $23.7 million for the year ended December 31, 2025, which included $5.6 million of depreciation and amortization expense, $8.6 million of stock based compensation, and $3.4 million of non-cash interest expense. We had a net loss of $46.3 million for the year ended December 31, 2024, which included $17.9 million of depreciation and amortization expense, $14.1 million of stock-based compensation, and $12.4 million of loss on deconsolidation.

Previous wording

For the year ended December 31, 2024, net cash used in investing activities was $1.1 million and for the year ended December 31, 2023, net cash provided by investing activities was $10.7 million. Net cash used in investing activities for the year ended December 31, 2024 was due to capital expenditures of $2.0 million partially offset by proceeds from sales of property, plant and equipment of $0.8 million. Net cash provided by investing activities during the year ended December 31, 2023, was primarily attributable to the proceeds from the sale of Luna Squares Texas LLC and the 59 transformers of $9.2 million, as well as the proceeds from the sale of shares in CleanSpark, Inc of $6.9 million, partially offset by capital expenditures of $5.4 million.

Current wording

For the years ended December 31, 2025 and 2024, net cash used in investing activities was $0.1 million and $1.1 million, respectively. Net cash used in investing activities for the year ended December 31, 2025 was due to capital expenditures of $0.1 million. Net cash used in investing activities during the year ended December 31, 2024, was primarily attributable to capital expenditures of $2 million partially offset by proceeds from sales of property, plant and equipment of $0.8 million.

Previous wording

For the years ended December 31, 2024 and 2023, net cash used in financing activities was $0.8 million and $4.6 million., respectively. Net cash used in financing activities for the year ended December 31, 2024, was due to loan payments of $0.5 million and lease payments of $0.3 million. Net cash used in financing activities for the year ended December 31, 2023 was primarily due to loan payments of $12.5 million, partially offset by proceeds from issuance of common stock of $6.2 million and proceeds from loans of $2.0 million.

Current wording

For the year ended December 31, 2025, net cash provided by financing activities was $14.2 million and for the year ended December 31, 2024, net cash used in financing activities was $0.8 million. Net cash provided by financing activities for the year ended December 31, 2025, was due to net proceeds from share issuances of $14.6 million which was offset by lease payments of $0.4 million. Net cash used in financing activities for the year ended December 31, 2024 was due to loan payments of $0.5 million and lease payments of $0.3 million.

Previous wording

The Company is included as a guarantor of a Secured Loan Facility Agreement (the “Marshall Loan”) by MIG No. 1 Pty Ltd (“MIG No.1”) with Marshall Investments GCP Pty Ltd ATF for the Marshall Investments MIG Trust (collectively, “Marshall”). 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 $9.9 million as of December 31, 2024, all of which is currently classified as a current liability.

Current wording

The Company is included as a guarantor of a disputed Secured Loan Facility Agreement (the “Marshall Loan”) by MIG No. 1 Pty Ltd (“MIG No.1”) with Marshall Investments GCP Pty Ltd ATF for the Marshall Investments MIG Trust (collectively, “Marshall”). 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 specific mining assets of MIG No.1 and a general security agreement given by the Company. Principal repayments began during November 2022. There have been no principal and interest payments made since May 2023. Based on the disputed demands of Marshall, the outstanding balance including interest is $12.6 million as of December 31, 2025, all of which is currently classified as a current liability.

Previous wording

The Company is included as a guarantor of a Secured Loan Facility Agreement (the “W Capital Loan”) for working capital by Mawson PL with W Capital Advisors Pty Ltd for the W Capital Advisors Fund (collectively, “W Capital”). As of December 31, 2024, the balance was AUD $2.1 million (USD $1.3 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 a disputed Secured Loan Facility Agreement (the “W Capital Loan”) for working capital by Mawson PL with W Capital Advisors Pty Ltd for the W Capital Advisors Fund (collectively, “W Capital”). Based on the disputed demands of W Capital, as of December 31, 2025, the balance was AUD $2.5 million (USD $1.7 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 LLC (“Luna”) entered into a Digital Colocation Agreement with Celsius Mining LLC. In connection with this agreement, Celsius Mining LLC loaned Luna 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 issued a Secured Promissory Note (the “Celsius Loan”) for repayment of such amount. The Celsius Loan accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 200bps). Luna is required to amortize the loan at a rate of 15% per quarter, principal repayments began at the end of September 2022. The Celsius Loan had a maturity date of August 23, 2023. The outstanding balance including interest is $9.7 million as of December 31, 2024, all of which is currently classified as a current liability.

Current wording

On February 23, 2022, Luna Squares LLC (“Luna Squares”) entered into a Digital Colocation Agreement with Celsius Mining LLC (the “Celsius Colocation Agreement”). 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 a Secured Promissory Note (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 $10.8 million as of December 31, 2025, all of which is currently classified as a current liability.

Previous wording

On July 8, 2022, the Company issued secured convertible promissory notes to investors in the aggregate principal amount of $3.6 million (the “Secured Convertible Promissory Notes”) in exchange for an aggregate of $3.6 million in cash. On September 29, 2022, the Company entered into a letter variation relating to some of the Secured Convertible Promissory Notes, with an aggregate principal amount of $3.1 million, which gave those holders the option to elect for pre-payment (including accrued interest to maturity) subject to certain conditions. All of the investors included in this letter variation elected for the pre-payment option and therefore there were $3.1 million principal repayments made during November 2022. The final convertible noteholder who was not a party to this variation opted to enter into an arrangement whereby it received pre-payment of interest but agreed that repayment of the principal was not required therefore the remaining $0.50 million had been classified as a current liability. The convertible note matured in July 2023. Interest has been accrued from July onwards and therefore the outstanding balance is $0.1 million as of December 31, 2024, all of which is classified as a current liability. During 2024 the principal amount outstanding of $0.50 million was repaid to the investor.

Current wording

On July 8, 2022, the Company issued secured convertible promissory notes to investors in the aggregate principal amount of $3.6 million (the “Secured Convertible Promissory Notes”) in exchange for an aggregate of $3.6 million in cash. On September 29, 2022, the Company entered into a letter variation relating to some of the Secured Convertible Promissory Notes, with an aggregate principal amount of $3.1 million, which gave those holders the option to elect for pre-payment (including accrued interest to maturity) subject to certain conditions. All of the investors included in this letter variation elected for the pre-payment option and therefore there were $3.1 million principal repayments made during November 2022. The final convertible noteholder, W Capital, who was not a party to this variation opted to enter into an arrangement whereby it received pre-payment of interest but agreed that repayment of the principal was not required therefore the remaining $0.5 million had been classified as a current liability. The convertible note matured in July 2023. Interest has been accrued from July onwards and therefore the outstanding balance is $0.2 million as of December 31, 2025, all of which is classified as a current liability. During 2024 the principal amount outstanding of $0.50 million was repaid to the investor.

Previous wording

As of December 31, 2024, and 2023, we had negative working capital of $35.9 million and $33.2 million, respectively. As of December 31, 2024 and 2023, we had net assets of ($3.2) million and $30.4 million, respectively. As of December 31, 2024, we had an accumulated deficit of $228.8 million compared to $182.7 million as of December 31, 2023. Our cash position of December 31, 2024, was $6.1 million in comparison to $4.5 million as of December 31, 2023. For the years ended December 31, 2024 and 2023, the Company incurred a loss after tax of $46.1 million and $60.4 million, respectively. Included in trade and other receivables is a $2.0 million payment being the final payment due from CleanSpark, Inc. for the sale of the Georgia facility. CleanSpark, Inc. has disputed this payment. On December 22, 2023, the Company made formal demand on CleanSpark Inc. and CSRE Properties Sandersville, LLC for at least $2.0 million for breach of contract of a Bill of Sale dated October 1, 2022 between the parties. Subsequently, on January 12, 2024, Mawson and Luna filed notice of its claim for formal arbitration before the American Arbitration Association which was dismissed on May 1, 2024, as it was determined that the arbitration was not the proper forum. On July 16, 2024 the Company filed a formal complaint in the matter entitled Mawson Infrastructure Group, Inc., and Luna Squares, LLC v. CleanSpark, Inc. and CSRE Properties Sandersville, LLC in the US District Court for the Southern District of New York, Civil Action No. 1:24-cv-5379 against CleanSpark Inc. and CSRE Properties Sandersville, LLC for $2.0 million for breach of contract of the debtors’ obligation to pay for an energy earnout provision contained in a Bill of Sale dated October 1, 2022 between the parties. On September 13, 2024, the defendants filed a motion to dismiss the proceedings. The parties briefed their positions, and a determination remains before the Court. At this time, the matter is pending.

Current wording

As of December 31, 2025 and 2024, we had negative working capital of $31.3 million and $35.9 million, respectively. As of December 31, 2025 and 2024, we had net assets of ($3.1) million and $(3.2) million, respectively. As of December 31, 2025, we had an accumulated deficit of $252.5 million compared to $228.8 million as of December 31, 2024. Our cash position of December 31, 2025, was $13.3 million in comparison to $6.1 million as of December 31, 2024. For the years ended December 31, 2025 and 2024, the Company incurred a loss after tax of $23.7 million and $46.1 million, respectively.

Previous wording

Our primary requirements for liquidity and capital are working capital, capital expenditures, public company costs and general corporate needs. In particular, we have large power usage costs, and other significant costs include our lease, operational and employee costs. We expect these capital and liquidity needs to continue as we further develop and grow our business. Our principal sources of liquidity have been and are expected to be our cash and cash equivalents, which are available to us, and further issuances of shares.

Current wording

Our primary requirements for liquidity and capital are working capital, capital expenditures, public company costs and general corporate needs. In particular, we have large power usage costs, and other significant costs include our legal, lease, operational and employee costs. We expect these capital and liquidity needs to continue as we further develop and grow our business. Our principal sources of liquidity have been and are expected to be our cash and cash equivalents, which are available to us, and further issuances of shares.

Previous wording

The Company is taking steps to preserve cash by optimizing operations, reducing costs and pursuing efficiencies. The Company has been improving its revenue generation by enhancing its operations, driving growth in business lines, adding multiple digital colocation services customers and diversifying its businesses. The Company will continue to seek to optimize its cashflows through these and other initiatives.

Current wording

The Company is taking steps to preserve cash by optimizing operations, reducing costs and pursuing efficiencies. The Company has been improving its revenue generation by enhancing its operations, driving growth in business lines, adding digital colocation services customers and diversifying its businesses. The Company will continue to seek to optimize its cashflows through these and other initiatives.

Previous wording

The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. The Company has considered the following to be significant estimates made by management, including but not limited to, going concern assumptions, estimating the useful lives of fixed assets, realization of long-lived assets, unrealized tax positions, the realization of digital currencies, valuing the derivative asset classified under Level 3 fair value hierarchy, and the contingent obligation with respect to future revenues.

Current wording

The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. The Company has considered the following to be significant estimates made by management, including but not limited to, going concern assumptions, estimating the useful lives of fixed assets, realization of long-lived assets, uncertain tax positions, the valuation of cryptocurrencies under Level 1 fair value hierarchy, and valuing the derivative asset classified under Level 3 fair value hierarchy.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Included in trade and other receivables is a $2.0 million payment due from CleanSpark, Inc. for the purchase of the Company’s Georgia facility. CleanSpark, Inc. has disputed this payment.

Current report — wording carried from elsewhere

On December 22, 2023, the Company made formal demand on CleanSpark Inc. and CSRE Properties Sandersville, LLC for breach of contract of the Bill of Sale, dated October 1, 2022, among the Company, CleanSpark Inc. and CSRE Properties Sandersville, LLC (the “CleanSpark Bill of Sale”). Subsequently, on July 16, 2024, the Company filed a formal complaint in the matter entitled Mawson Infrastructure Group, Inc., and Luna Squares, LLC v. CleanSpark, Inc. and CSRE Properties Sandersville, LLC in the U.S. District Court for the Southern District of New York, Civil Action No. 1:24-cv-5379 against CleanSpark Inc. and CSRE Properties Sandersville, LLC for $2.0 million for breach of contract relating to the debtors’ obligation to pay an energy earnout provision contained in the CleanSpark Bill of Sale. At this time, the matter is pending.