As filed with the Securities and Exchange Commission on July 27, 2021
Registration No. 333-256947
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAWSON INFRASTRUCTURE GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 2834 | 80-0445167 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
Level 5, 97 Pacific Highway
North Sydney NSW 2060
Australia
Telephone: +61 2 8624 6130
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
James Manning
CEO - Mawson Infrastructure Group Inc.
Level 5, 97 Pacific Highway
North Sydney NSW 2060
Australia
Telephone: +61 2 8624 6130
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Chad Ensz, Esq.
Greg Carney, Esq.
Dentons US LLP
4655 Executive Drive, Suite 700
San Diego, CA 92121 USA
Telephone: +1 (858) 720-6361
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by market and other conditions.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer: ☐ | Accelerated filer: ☐ | |
Non-accelerated filer: ☒ | Smaller reporting company: ☒ | |
Emerging Growth Company: ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount To Be | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(3) | |||||||||||
Common Stock, $0.001 par value | 503,357,990 | $ | 0.8425 | $ | 424,079,106.58 | $ | 46.267.03 | ||||||||
Common Stock, $0.001 par value (underlying convertible notes) | 43,622,862 | $ | 0. 8425 | $ | 36,752,261.24 | $ | 4,009.68 | ||||||||
Common Stock, $0.001 par value (underlying warrants) | 16,960,982 | $ | 0.8425 | $ | 14,289,627.34 | $ | 1,559.00 | ||||||||
Total | 563,941,835 | 475,120,995.16 | $ | 51,835.71 | (5) |
(1) | The Registrant is registering for resale by the selling stockholders identified in the prospectus contained herein up to 563,941,835 shares of common stock Common Stock, $0.001 par value (the “Common Stock”), which consists of: (i) 503,357,990 shares of Common Stock, (ii) 16,960,982 shares of Common Stock issuable upon exercise of Common Stock purchase warrants held by the selling stockholders and (iii) 43,622,862 shares of Common Stock issuable upon conversion of convertible notes held by the selling stockholders. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered hereby an additional indeterminate number of shares of Common Stock as may become issuable to the selling stockholders as a result of stock splits, stock dividends and similar transactions, and, in any such event, the number of shares registered hereby shall be automatically increased to cover the additional shares |
(2) | Represents the higher of: (i) the exercise prices of the convertible security and (ii) the offering price of securities of the same class as the common stock underlying the convertible security calculated in accordance with Rule 457(c) under the Securities Act, for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. Represents the closing price of the Common Stock on the OTC Markets on July 6, 2020, a date within 5 trading days prior to the date of the filing of this registration statement. |
(3) | Estimated in accordance with Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee, based on the closing price of our Common Stock on June 7, 2021, as reported on the OTCQB, a date within 5 trading days of the date of filing of this registration statement. |
(4) | Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price. |
(5) | Previously paid. |
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-256947) is to file Exhibits 5.1, 10.35 and 10.40, as indicated in Item 16 of Part II of this amendment. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II and the signature page to the Registration Statement.
ITEM 16. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) Exhibits.
The exhibits filed and furnished with this registration statement are set forth on the “Exhibit Index” set forth elsewhere herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Sydney, Australia on the 27th day of July, 2021.
Mawson Infrastructure Group Inc. | |||
By: | /s/ James Manning | ||
Name: | James Manning | ||
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ James Manning | Chief Executive Officer and Director | July 27, 2021 | ||
James Manning | (Principal Executive Officer) | |||
* | Chief Financial Officer | July 27, 2021 | ||
Or Eisenberg | (Principal Financial and Accounting Officer) | |||
* | Director | July 27, 2021 | ||
Michael Hughes | ||||
* | Director | July 27, 2021 | ||
Gregory Martin | ||||
* | Director | July 27, 2021 | ||
Yossi Keret |
*By: | /s/ James Manning | |
James Manning | ||
Attorney-in-fact |
EXHIBIT INDEX
# | Filed herewith |
## | Previously filed. |
† | Exhibits and schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We will furnish the omitted exhibits and schedules to the Securities and Exchange Commission upon request by the Securities and Exchange Commission. |
+ | Management compensatory plan |
** | Confidential treatment was requested with respect to certain portions of this exhibit pursuant to 17.C.F.R. §240.24b-2. Omitted portions were filed separately with the SEC. |