Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Mawson Infrastructure Group Inc. | |
Trading Symbol | MIGI | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 16,208,041 | |
Amendment Flag | false | |
Entity Central Index Key | 0001218683 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40849 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-0445167 | |
Entity Address, Address Line One | 201 Clark Street | |
Entity Address, City or Town | Sharon | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 16146 | |
City Area Code | +61 2 | |
Local Phone Number | 8624 6130 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,387,326 | $ 946,265 |
Prepaid expenses | 1,931,016 | 3,488,868 |
Trade and other receivables | 7,950,146 | 10,458,076 |
Assets held for sale | 5,446,059 | 5,446,059 |
Digital currencies | 28,681 | |
Total current assets | 16,743,228 | 20,339,268 |
Property and equipment, net | 84,564,180 | 91,016,498 |
Derivative asset | 10,618,746 | 11,299,971 |
Investments, equity method | 2,015,618 | 2,085,373 |
Marketable securities | 3,243,957 | |
Security deposits | 224,064 | 2,524,065 |
Operating lease right-of-use asset | 2,564,031 | 2,819,933 |
Total assets | 116,729,867 | 133,329,065 |
Current liabilities: | ||
Trade and other payables | 24,177,679 | 10,572,061 |
Current portion of operating lease liability | 1,397,729 | 1,300,062 |
Current portion of finance lease liability | 31,275 | 30,702 |
Current portion of long-term borrowings | 22,943,525 | 23,610,583 |
Total current liabilities | 48,550,208 | 35,513,408 |
Customer deposits | 15,328,445 | |
Operating lease liability, net of current portion | 1,370,951 | 1,727,975 |
Finance lease liability, net of current portion | 75,187 | 83,223 |
Long-term borrowings, net of current portion | 4,509,894 | |
Total liabilities | 49,996,346 | 57,162,945 |
Commitments and Contingencies (note 10) | ||
Stockholders’ equity: | ||
Series A preferred stock (1,000,000 authorized shares; nil issued and outstanding as of March 31, 2023 and December 2022) | ||
Common stock (90,000,000 authorized, 14,131,110 and 13,625,882 issued and outstanding as of March 31, 2023, and December 31, 2022, respectively, $0.001 par value shares) | 14,131 | 13,626 |
Additional paid-in capital | 196,110,680 | 194,294,559 |
Accumulated other comprehensive income | 5,112,159 | 5,021,467 |
Accumulated deficit | (133,359,653) | (122,257,628) |
Total Mawson Infrastructure Group, Inc. stockholders’ equity | 67,877,317 | 77,072,024 |
Non-controlling interest | (1,143,796) | (905,904) |
Total stockholder’s equity | 66,733,521 | 76,166,120 |
Total liabilities and stockholder’s equity | $ 116,729,867 | $ 133,329,065 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 14,131,110 | 13,625,882 |
Common stock, shares outstanding | 14,131,110 | 13,625,882 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Series A Preferred Stock | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Total revenues | $ 7,670,605 | $ 19,424,335 |
Less: Cost of revenues (excluding depreciation) | 4,678,002 | 8,412,360 |
Gross profit | 2,992,603 | 11,011,975 |
Selling, general and administrative | 4,977,417 | 6,476,945 |
Share based payments | 1,068,288 | 390,609 |
Depreciation and amortization | 7,962,523 | 13,803,032 |
Change in fair value of derivative asset | 681,225 | |
Total operating expenses | 14,689,453 | 20,670,586 |
Loss from operations | (11,696,850) | (9,658,611) |
Non-operating income/(expense): | ||
Losses on foreign currency transactions | (418,216) | (699,237) |
Interest expense | (835,107) | (1,236,673) |
Loss on write off property and equipment | (118,933) | |
Profit on sale of site | 790,847 | |
Gain on sale of marketable securities | 1,437,230 | |
Other income | 44,510 | 24,447 |
Share of net loss of equity method investments | (36,356) | |
Total non-operating expense | 863,975 | (1,911,463) |
Loss before income taxes | (10,832,875) | (11,570,074) |
Income tax expenses | (548,083) | |
Net Loss | (11,380,958) | (11,570,074) |
Less: Net loss attributable to non-controlling interests | (278,933) | (234,419) |
Net Loss attributed to Mawson Infrastructure Group, Inc. stockholders | $ (11,102,025) | $ (11,335,655) |
Net Loss per share, basic & diluted (in Dollars per share) | $ (0.8) | $ (0.96) |
Weighted average number of shares outstanding (in Shares) | 13,953,308 | 11,854,946 |
Digital currency mining revenue | ||
Revenues: | ||
Total revenues | $ 2,756,000 | $ 18,783,842 |
Hosting co-location revenue | ||
Revenues: | ||
Total revenues | 4,322,553 | 548,948 |
Net energy benefits | ||
Revenues: | ||
Total revenues | 441,055 | |
Sale of equipment | ||
Revenues: | ||
Total revenues | $ 150,997 | $ 91,545 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net Loss per share, basic & diluted | $ (0.80) | $ (0.96) |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (11,380,958) | $ (11,570,074) |
Other comprehensive income/(loss) | ||
Foreign currency translation adjustment | 131,733 | 583,309 |
Comprehensive loss | (11,249,225) | (10,986,765) |
Less: Comprehensive loss attributable to non-controlling interests | (278,933) | (234,419) |
Comprehensive loss attributable to common stockholders | $ (10,970,292) | $ (10,752,346) |
Consolidated Condensed Statem_4
Consolidated Condensed Statements of Stockholders’ Equity(Unaudited) - USD ($) | Common Stock | Additional Paid-in- Capital | Accumulated Other Comprehensive Income/(Loss) | Accumulated Deficit | Total Mawson Stockholders’ Equity | Non- controlling interest | Total |
Balance at Dec. 31, 2021 | $ 11,091 | $ 186,378,477 | $ (521,094) | $ (71,123,259) | $ 114,745,215 | $ (164,626) | $ 114,580,589 |
Balance (in Shares) at Dec. 31, 2021 | 11,791,085 | ||||||
Issuance of common stock, share based compensation | $ 15 | 107,734 | 107,749 | 107,749 | |||
Issuance of common stock, share based compensation (in Shares) | 2,298 | ||||||
Issuance of warrants | 166,833 | 166,833 | 166,833 | ||||
Issuance of RSU's and stock options | $ 825 | 59,892 | 60,717 | 60,717 | |||
Issuance of RSU's and stock options (in Shares) | 137,500 | ||||||
Net loss | (11,335,655) | (11,335,655) | (234,419) | (11,570,074) | |||
Other comprehensive income | 583,308 | 583,308 | 583,308 | ||||
Balance at Mar. 31, 2022 | $ 11,931 | 186,712,936 | 62,214 | (82,458,914) | 104,328,167 | (399,045) | 103,929,122 |
Balance (in Shares) at Mar. 31, 2022 | 11,930,883 | ||||||
Balance at Dec. 31, 2022 | $ 13,626 | 194,294,559 | 5,021,467 | (122,257,628) | 77,072,024 | (905,904) | 76,166,120 |
Balance (in Shares) at Dec. 31, 2022 | 13,625,882 | ||||||
Issuance of common stock, share based compensation | $ 216 | 647,757 | 647,973 | 647,973 | |||
Issuance of common stock, share based compensation (in Shares) | 216,460 | ||||||
Issuance of warrants | 500,500 | 500,500 | 500,500 | ||||
Exercising of RSU’s and stock options | $ 113 | 196,661 | 196,774 | 196,774 | |||
Exercising of RSU’s and stock options (in Shares) | 113,104 | ||||||
Issuance of common stock, net of offer costs | $ 176 | 471,203 | 471,379 | 471,379 | |||
Issuance of common stock, net of offer costs (in Shares) | 175,664 | ||||||
Net loss | (11,102,025) | (11,102,025) | (278,933) | (11,380,958) | |||
Other comprehensive income | 90,692 | 90,692 | 41,041 | 131,733 | |||
Balance at Mar. 31, 2023 | $ 14,131 | $ 196,110,680 | $ 5,112,159 | $ (133,359,653) | $ 67,877,317 | $ (1,143,796) | $ 66,733,521 |
Balance (in Shares) at Mar. 31, 2023 | 14,131,110 |
Consolidated Condensed Statem_5
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (11,380,958) | $ (11,570,074) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 7,962,523 | 13,804,492 |
Amortization of operating lease right-of-use asset | 338,781 | 367,135 |
Foreign exchange gain | 386,952 | |
Share based payments | 1,068,288 | 390,609 |
Non-cash interest expense | 439,635 | |
Unrealized (gain) loss on derivative asset | 681,225 | 249,861 |
Gain on sale of marketable securities | (1,437,230) | |
Loss from equity method investments | 36,122 | |
Loss on sale of property and equipment | 77,603 | |
Loss on write off of property and equipment | 118,933 | |
Changes in assets and liabilities: | ||
Trade and other receivables | 981,569 | 562,626 |
Operating lease liabilities | (340,156) | |
Other current assets | 3,829,172 | (4,187,204) |
Trade and other payables | (1,445,868) | 6,248,314 |
Net cash provided by (used in) operating activities | 1,316,591 | 5,865,759 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payment for the purchase of property and equipment | (3,148,946) | (6,030,740) |
Proceeds from sales of property and equipment | 1,010,692 | |
Proceeds from sale of marketable securities | 6,207,548 | |
Payment of property and equipment deposits | (23,630,470) | |
Net cash provided by (used in) investing activities | 4,069,294 | (29,661,210) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from common share issuances | 471,379 | 50,628 |
Proceeds from borrowings | 27,055,524 | |
Repayment of finance lease liabilities | (9,543) | (379,026) |
Repayment of borrowings | (5,397,550) | (3,242,194) |
Net cash provided by financing activities | (4,935,714) | 23,484,932 |
Effect of exchange rate changes on cash and cash equivalents | (9,110) | 648,104 |
Net increase in cash and cash equivalents | 441,061 | 337,585 |
Cash and cash equivalents at beginning of period | 946,265 | 5,467,273 |
Cash and cash equivalents at end of period | 1,387,326 | 5,804,858 |
Non-cash transactions | ||
Recognition of right of use operating asset and lease liability | 82,879 | |
Accrued interest on convertible notes settled in common stock | $ 276,959 |
General
General | 3 Months Ended |
Mar. 31, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1 – GENERAL General Mawson Infrastructure Group, Inc. (the “Company” or “Mawson” or “we”), was incorporated in the State of Delaware on February 10, 2012. The accompanying consolidated financial statements, including the results of the Company’s subsidiaries: Mawson Infrastructure Group Pty Ltd (“Mawson AU”), Cosmos Trading Pty Ltd, Cosmos Infrastructure LLC, Cosmos Manager LLC, MIG No.1 Pty Ltd, MIG No.1 LLC (formed February 3, 2023), Mawson AU Limited, Luna Squares LLC, Luna Squares Texas LLC, Luna Squares Repairs LLC, Luna Squares Property LLC, Mawson Midland LLC, Mawson Hosting LLC (formed February 16, 2023), Mawson Ohio LLC and Mawson Mining LLC (collectively referred to as the “Group”), have been prepared by the Company, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). These consolidated, condensed unaudited interim financial statements should be read in conjunction with the audited consolidated financial statements of the Group as of December 31, 2022, and the notes thereto, included in the Company’s Annual Report on Form 10-K filed with SEC on March 23, 2023. Accordingly, they do not include all the information and footnotes required by U.S GAAP for complete financial statements. The results of the interim period are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These consolidated, condensed interim financial statements reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position, the results of operations and cash flows of the Company for the periods presented. Mawson, through its subsidiaries, is a ‘Digital Asset Infrastructure’ business, which owns and operates modular data centers (“MDCs”) based in the United States. As at March 31, 2023, Mawson owned 23,332 Application-Specific Integrated Circuit (“ASIC”) computers known as “Miners,” specifically focused on the SHA-256 algorithm. Going Concern For the period ended March 31, 2023, the Company incurred a loss after tax of $11.38 million, and as at March 31, 2023, had net current liabilities of $31.81 million, had total net assets of $66.73 million and had an accumulated deficit of $133.36 million. The Company’s cash position as at March 31, 2023, was $1.39 million. Management of the Company believes that there are reasonable grounds to conclude that the Company will continue as a going concern after consideration of the following factors: The Company’s plans include improving profitability and generating sufficient cash flow from operations. Management of the Company is of the opinion that the Company can continue to access adequate debt and equity funding to meet its working capital requirements. The Company has the ability through its At the Market Offering Agreement (the “ATM Agreement”), to sell shares of its common stock. Effective May 4, 2023, the Company filed a prospectus supplement to amend, supplement and supersede certain information contained in the earlier prospectus and prospectus supplement(collectively, the “May 2022 Prospectus”), which reduced the amount of shares of common stock the Company may offer and sell under the ATM Agreement to an aggregate offering price of up to $9,000,000 from time to time. Under the May 2022 Prospectus, the Company initially registered up to $100,000,000 of common stock for offer and sale. On March 23, 2023, the date the Company filed its Annual Report on Form 10-K for the year ended December 31, 2022, the offering limits set forth in General Instruction I.B.6 of Form S-3, which is referred to as the “baby shelf” rules, began to apply and therefor the amount to be offered under the ATM Agreement was reduced, in part to provide room under the baby shelf rules for a registered direct offering of securities for approximately $5,000,000, which closed on May 8, 2023. For so long as the Company’s public float is less than $75,000,000, it may not sell more than the equivalent of one-third of its public float during any twelve consecutive months pursuant to the baby shelf rules. As of May 8, 2023, the Company had the capacity to issue up to approximately$3.4 million worth of shares under the baby shelf rules. If the Company’s public float decreases, the amount of securities the Company may sell under its Shelf Registration Statement will also decline. Although alternative public and private transaction structures are expected to be available, these may require additional time and cost, may impose operational restrictions on the Company, and may not be available on attractive terms. To the extent the Company raises additional capital or debt, this could cause additional dilution to the Company’s current stockholders. The terms of any future capital raise or debt issuance and the costs of any financing are uncertain. There are no assurances that the Company would be able to raise additional financing when needed or that it would be able to do so on favorable terms. As part of the recent registered direct offering which closed on May 8, 2023, the Company agreed not to issue shares for 90 days, or issue shares under its ATM for 180 days. Based on internally prepared forecast cash flows which take into consideration what management considers to be reasonable scenarios given the inherent risks and uncertainties, combined with existing cash balances, management believes that the Company will be able to meet its obligations as they become due for at least one year from the date of the issuance of these condensed consolidated financial statements. Accordingly, management of the Company believes that it is appropriate to prepare the Group’s consolidated financial statements on a going concern basis. However, should the Company be unable to source sufficient funding through the factors noted above, the Company may not be able to realize assets at their recognized values and extinguish its liabilities in the normal course of business at the amounts stated in these consolidated financial statements. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and carrying amounts of assets and the amounts of liabilities should the Company be unable to continue as a going concern and meet its obligations and debts as and when they fall due. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Preparation The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Intercompany investments, balances and transactions have been eliminated in consolidation. Non–controlling interests represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. Pursuant to a Certificate of Amendment to the Certificate of Incorporation of the Company dated February 6, 2023, Mawson executed at a ratio of 1-6 reverse stock split of its outstanding common stock and reduced its authorized common stock to 90,000,000 shares, as set forth in the Company’s Current Report on Form 8-K filed February 9, 2023. Unless otherwise indicated, all share and per share amounts included in this Annual Report reflect the effects of the Reverse Stock Split. Any changes in the Company’s ownership interest in a consolidated subsidiary, through additional equity issuances by the consolidated subsidiary or from the Company acquiring the shares from existing stockholders, in which the Company maintains control is recognized as an equity transaction, with appropriate adjustments to both the Company’s additional paid-in capital and the corresponding non-controlling interest. Use of Estimates and Assumptions The preparation of the financial statements in conformity with U.S. 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 and the realization of digital currencies, valuing the derivative asset classified under Level 3 fair value hierarchy, business combinations and the contingent obligation with respect to future revenues. Reclassifications Certain reclassifications of prior period amounts have been made to conform to current period presentation. Significant Accounting Policies Revenue Recognition – Digital currency mining revenue The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). There is currently no specific definitive guidance in U.S. GAAP or alternative accounting frameworks for the accounting of digital currencies and management has exercised judgement in determining appropriate accounting treatment for the recognition of revenue for such operations. The Company has entered into a contract with mining pools and has undertaken the performance obligation of providing computing power in exchange for non-cash consideration in the form of digital currency. The provision of computing power is the only performance obligation in the Company’s contract with its pool operators. Where the consideration received is variable (for example, due to payment only being made upon successful mining), it is recognized when it is highly probable that the variability is resolved, which is generally when the digital currency is received. The Company measures the non-cash consideration received at the fair market value of the digital currency received. Management estimates fair value on a daily basis, as the quantity of digital currency received multiplied by the price quoted on the crypto exchange that the Company uses to dispose of digital currency. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. All other repair and maintenance costs are charged to operating expenses as incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Property and equipment transferred from customers is initially measured at the fair value at the date on which control is obtained. Property and equipment are depreciated on a straight-line or declining balance basis based on the asset classification, over their useful lives to the economic entity commencing from the time the assets arrive at their destination where they are ready for use. Low-cost assets are capitalized and immediately depreciated. Depreciation is calculated over the following estimated useful lives: Asset class Useful life Depreciation Fixtures 5 years Straight-Line Plant and equipment 10 years Straight-Line Modular data center 5 years Declining Motor vehicles 5 years Straight-Line Computer equipment 3 years Straight-Line Processing machinery (Miners) 2 years Straight-Line Transformers 15 years Straight-Line Leasehold improvements Shorter of useful life or lease term Straight-Line Property and equipment are derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset included in the income statement when the asset is derecognized. The residual values, useful lives and methods of depreciation of property and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair value of and recognition of revenue from financial instruments: The Company accounts for financial instruments under ASC 820, Fair Value Measurements Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Fair value measured at March 31, 2023 Total fair March 31, Quoted prices Significant other Significant Derivative asset $ 10,618,746 - - 10,618,746 Fair value measured at December 31, 2022 Total fair December 31, Quoted prices Significant other Significant Derivative asset $ 11,299,971 - - 11,299,971 Marketable securities $ 3,243,957 $ 3,243,957 $ - $ - Level 1 Assets: The Company held 1.59 million shares of common stock in CleanSpark Inc (“CleanSpark”), a Nasdaq listed company as at December 31, 2022. This was recorded at fair value with changes in fair value recognized in the accompanying unaudited condensed consolidated statements of operations. The fair value of the CleanSpark investment is classified in Level 1 of the fair value hierarchy as it is quoted on an active market, that being Nasdaq. During the three month period ended March 31, 2023, the Company sold all of its shares in CleanSpark. Level 3 Assets: Power Supply Agreement In June 2022, the Company entered into a Power Supply Agreement with Energy Harbor LLC, the energy supplier to the Company’s Pennsylvania facility, to provide the delivery of a fixed portion of the total amount of electricity for a fixed price through to December 2026. If the Pennsylvania facility uses more electricity than contracted, the cost of the excess is incurred at a new price quoted by Energy Harbor LLC. While the Company manages operating costs at the Pennsylvania facility in part by periodically selling unused or uneconomical power back to the market, the Company does not consider such actions as trading activities. That is, the Company does not engage in speculation in the power market as part of its ordinary activities. Because the sale of any electricity under a curtailment program allows for net settlement, the Company has determined the Power Supply Agreement meets the definition of a derivative under ASC 815, Derivatives and Hedging The Power Supply Agreement was classified as a derivative asset beginning in the quarter ended June 30, 2022 and measured at fair value on the date of Power Supply Agreement, with changes in fair value recognized in the accompanying unaudited condensed consolidated statements of operations. The estimated fair value of the Company’s derivate asset is classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation. Specifically, the Company’s discounted cash flow estimation models contain quoted commodity exchange spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the term of the Power Supply Agreement, which ends in December 2026. In addition, the Company adopted a discount rate of approximately 20% above the terminal value of the observable market inputs, but also includes unobservable inputs based on qualitative judgment related to company-specific risk factors. The terms of the Power Supply Agreement require pre-payment of collateral, calculated as forward cost based on the market cost rate of electricity versus the fixed price stated in the contract. Share based payments The Company follows ASC 718-10 Compensation-Stock Compensation Digital currencies Digital currencies are included in current assets in the consolidated condensed balance sheets. Digital currencies are classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other The following table presents the Company’s digital currency (Bitcoin) activities for the quarter ended March 31, 2023, and 2022: Three months to 2023 2022 Opening number of Bitcoin held as at December 31, 2022 and 2021 0.00 0.92 Number of Bitcoin received 121.11 458.68 Number of Bitcoin sold (120.09 ) (459.60 ) Closing number of Bitcoin held as at March 31, 2023 and 2022 1.02 0.00 Digital currencies are not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not likely that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The Company’s policy is to dispose of Bitcoin received from mining operations at the earliest opportunity, therefore the holding period is minimal, usually no more than a few days. Due to the short period which Bitcoin are held prior to sale and the consequent small numbers held, the risk of impairment is not material. No impairment charges have been recorded during the quarters ended March 31, 2023 and 2022. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. For information with respect to recent accounting pronouncements, see Note 2 to the consolidated financial statements for the Company as of December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with SEC on March 23, 2022. Recent accounting pronouncements since that date include: In March 2023, the FASB issued ASU update 2023-01—Leases (Topic 842): Common Control Arrangements. The Company early adopted ASU 2023-01, as allowed under the ASU. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements or disclosures. In March 2023, the FASB issued ASU update 2023-02—Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force). The Company does not expect ASU 2023-02 to have a material impact on the Company’s consolidated financial statements or disclosures. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Basic and Diluted Net Loss Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | NOTE 3 – BASIC AND DILUTED NET LOSS PER SHARE Net loss per common share is calculated in accordance with ASC 260, Earnings Per Share Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as at March 31, 2023 and 2022 are as follows: As at March 31, 2023 2022 Warrants to purchase common stock 2,825,278 1,165,698 Options to purchase common stock 417 125,577 Restricted Stock-Units (“RSUs”) issued under a management equity plan 303,450 303,215 3,129,145 1,594,490 The following table sets forth the computation of basic and diluted loss per share: For the three months ended 2023 2022 Net Loss attributable to Mawson Infrastructure Group, Inc. common stockholders $ (11,102,025 ) $ (11,335,655 ) Denominator: Weighted average common shares - basic and diluted 13,953,308 11,854,946 Loss per common share - basic and diluted $ (0.80 ) $ (0.96 ) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 4 – LEASES The Company leases corporate office space at Level 5, 97 Pacific Highway, North Sydney NSW 2060 Australia, being 1,076 square feet under a license agreement. The Company leases 6-acres of land in Pennsylvania which began in October 2021 for thirty-six months with the option to exercise four additional three-year extensions. An amendment was signed during March 2023 to lease an additional 3.12 acres of land. On March 16, 2022, Luna Squares Property LLC entered into a lease with respect to a property in the City of Sharon, Mercer County, Pennsylvania with Vertua Property, Inc., a related party (see Note 12). The term of the lease is for 5 years, with 2 options to extend for 5 years each. During May 2022, Luna Square Texas LLC entered into four lease agreements to lease 11 acres of land in Texas for a period of five years. This is reflected as an asset held for sale as of March 31, 2023 and was sold on April 18, 2023 (see Note 6). Other than the foregoing leases, the Company does not lease any material assets during the quarter ended March 31, 2023. The Company believes that these offices and facilities are suitable and adequate for its operations as currently conducted and as currently foreseen. In the event additional or substitute offices and facilities are required, the Company believes that it could obtain such offices and facilities at commercially reasonable rate. The Company’s lease costs recognized in the Consolidated Condensed Statements of Operations consist of the following: For the three months ended 2023 2022 Operating lease charges (1) $ 407,212 $ 367,135 Finance lease charges: Amortization of right-of-use assets 8,143 4,302 Interest on lease obligations 2,080 1,478 $ 10,223 $ 5,780 (1) Included in selling, general and administrative expenses. The following is a schedule of the Company’s lease liabilities by contractual maturity as of March 31, 2023: Operating Finance 2023 $ 1,171,950 $ 28,632 2024 1,261,338 38,176 2025 267,372 38,176 2026 278,064 15,016 2027 70,190 - Total undiscounted lease obligations 3,048,914 120,000 Less imputed interest (280,234 ) (13,538 ) Total present value of lease liabilities 2,768,680 106,462 Less current portion of lease liabilities 1,397,729 31,275 Non-current lease liabilities $ 1,370,951 $ 75,187 Other lease information as of and for the period ended March 31, 2023: Operating Finance Operating cash out flows from leases $ 100,000 $ 9,543 Weighted-average remaining lease term (years) 2.29 3.14 Weighted-average discount rate (%) 8.0 % 7.5 % |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following: March 31, December 31, Plant and equipment 4,118,491 4,263,662 Computer equipment 162,457 163,060 Furniture and fixtures 29,016 29,492 Processing machines (Miners) 102,381,318 103,337,719 Modular data center 21,323,426 19,713,534 Motor vehicles 326,704 326,704 Transformers 4,737,512 4,596,892 Low-cost assets 1,059,319 995,292 Assets under construction 11,737,313 11,592,582 Leasehold improvements 487,530 487,527 Total 146,363,086 145,506,464 Less: Accumulated depreciation (61,798,906 ) (54,489,966 ) Property and equipment, net 84,564,180 91,016,498 The Company incurred depreciation and amortization expense in the amounts of $7.96 million and $13.80 million for the quarters ended March 31, 2023 and March 31, 2022, respectively. There were no impairment charges recognized for property and equipment for either the quarter ended March 31, 2023, or March 31, 2022. The reclassification of property and equipment to assets held for sale is in relation to the sale of Luna Squares Texas LLC to M Turing VCC Oracle Phase 1 Fund (see Note 6). |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2023 | |
Assets Held for Sale [Abstract] | |
ASSETS HELD FOR SALE | NOTE 6 – ASSETS HELD FOR SALE On April 18, 2023, the Company sold 100% of its membership interest in Luna Squares Texas LLC, a Delaware limited liability company, which held rights to 4 greenfield leases in Midland, TX, as well as related contracts. The sale price was $3.0m in cash and $5.5m in stablecoins. In addition, the Company sold 59 transformers which were earmarked for these Texas sites. From November 9, 2022 these assets were classified as held for sale, from this date depreciation and amortization on the property and equipment and the leases ceased. As at March 31, 2023 the assets included in the sale are stated at carrying value and comprised of the following assets. March 31, Property and equipment $ 4,289,684 Security deposit 1,010,716 Operating lease right-of-use asset 145,659 Assets held for sale $ 5,446,059 |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments [Abstract] | |
EQUITY METHOD INVESTMENTS | NOTE 7 – EQUITY METHOD INVESTMENTS Mawson AU Limited is a 34.9% shareholder of Tasmania Data Infrastructure Pty Ltd (“TDI”) from November 23, 2022 and therefore was accounted for as an equity method investment from this date under ASC 323 Investments – Equity Method and Joint Ventures |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES The Company’s effective tax rate is calculated by dividing total income tax expense by the sum of income before income tax expense and the net income attributable to noncontrolling interests. The Company has maintained a full valuation allowance for federal and the majority of its state jurisdictions. For the three months ended March 31, 2023 2022 Effective income tax rate 0.00 % 0.00 % The Company’s effective tax rate is calculated by dividing total income tax expense by the sum of income before income tax expense and the net income attributable to noncontrolling interests. The Company has maintained a full valuation allowance for federal and the majority of its state jurisdictions. Income tax expense of $548,083 during the three months ended March, 31 2023 relates to the recognition of previously unrecognized tax liability due for the December, 31, 2022 year. The company determined the impact of recording this adjustment during 2023 was not material to the financial statements or the opening balance of the accumulated deficit. |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2023 | |
Borrowings [Abstract] | |
BORROWINGS | NOTE 9 – BORROWINGS Marshall loan In December 2021 MIG No. 1 Pty Ltd entered into a Secured Loan Facility Agreement with Marshall Investments MIG Pty Ltd. The loan matures in February 2024 and bears interest at a rate of 12.00% per annum, payable monthly with interest payments commencing in December 2021. This loan facility is secured by direct assets of MIG No.1 Pty Ltd and a general security agreement given by the Company. Principal repayments began during November 2022. The outstanding balance is $9.08 million as at March 31, 2023 all of which is classified as a current liability. Celsius loan On February 23, 2022, Luna Squares LLC entered into a Co-Location Agreement with Celsius Mining LLC. In connection with this agreement, Celsius Mining LLC loaned Luna Squares LLC a principal amount of $20,000,000, for the purpose of funding the infrastructure required to meet the obligations of the Co-Location Agreement, for which Luna Squares LLC issued a Secured Promissory Note for repayment of such amount. The Secured Promissory Note accrues interest daily at a rate of 12% per annum. Luna Squares LLC is required to amortize the loan at a rate of 15% per quarter, principal repayments began at the end of September 2022. The Secured Promissory Note has a maturity date of August 23, 2023, the outstanding balance is $11.0 million as at March 31, 2023, all of which is classified as a current liability. Celsius Mining LLC filed for Chapter 11 bankruptcy protection on July 13, 2022. Celsius Mining LLC has proposed certain changes to the Secured Promissory Note and the related security agreement, however the parties have been unable to agree mutually satisfactory agree terms. W Capital loan On September 2, 2022, Mawson Infrastructure Group Pty Ltd entered into a Secured Loan Facility Agreement with W Capital Advisors Pty Ltd with a total loan facility of AUD$3 million (USD$1.9 million). This was amended on September 29, 2022 and the loan facility was increased to AUD$8 million (USD$5.2 million). As at March 31, 2023, AUD$3.53 million (USD$2.36 million) has been drawn down from this facility, all of which is classified as a current liability. The Secured Loan Facility accrues interest daily at a rate of 12% per annum and is paid monthly. Principal repayments began in March 2023. Convertible notes On July 8, 2022, the Company issued secured convertible promissory notes to investors in the aggregate principal amount of $3,600,000 (the “Secured Convertible Promissory Notes”) in exchange for an aggregate of $3,600,000 in cash. The Secured Convertible Promissory Notes are convertible at the option of the holder at a price of $5.10 per share of our common stock. The Secured Convertible Promissory Notes bear interest of twenty percent per annum. One-half of the interest that accrues each month on the Secured Convertible Promissory Notes must be paid monthly. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Secured Convertible Promissory Notes, is due and payable if not converted pursuant to the terms and conditions of the Secured Convertible Promissory Note on the earlier of (i) one year after its issuance, or (ii) following an event of default. 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. Payments of the interest could be made partially in common stock of the Company, at the Company’s election. 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 until the originally agreed Repayment Date (June 2023) and therefore the remaining $0.50 million has been classified as a current liability. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders Equity Disclosure [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Stock-Based Compensation: Equity plans Under the 2018 Equity Plan, which was approved by stockholders on February 22, 2018, he aggregate number of Shares reserved under this Plan was originally 10,441,251. On August 15, 2018, the stockholders approved the First Amendment to the 2018 Equity Plan, which changed the total number of shares of the Company’s common stock to 2,500,000 shares. In addition, the number of shares issuable under the Plan on the first day of each fiscal year beginning with the 2019 fiscal year, would increase by an amount equal to the lower of (i) 100,000 shares (after a later 10 for 1 stock split) or (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year. As of January 1, 2023, that meant there were a maximum of 574, 153 shares available. After the 6 for 1 reverse stock split in February 2023, there were 95,693 shares available under the 2018 Plan. After an issue of 93,334 restricted stock units to a consultant (W Capital Advisors Pty Ltd) under the 2018 Plan, and taking into account all options that were issued under the 2018 Plan (after adjusting reverse stock splits), the 2018 Plan is essentially exhausted until it automatically replenishes on January 1, 2024. Under the 2021 Equity Plan, which was adopted by the Company on August 3, 2021, originally for an aggregate of up to 70,000,000 Shares. Following a 10 for 1 reverse stock split on August 12, 2021, that number was reduced to 7,000,000. Following a 6 for 1 reverse stock split which took effect on February 9, 2023, the aggregate number of Shares under the 2021 Equity Plan was further reduced to 1,166,667. Stockholder consent is being sought at the May 17, 2023 annual meeting to increase this number to 10,000,000. As of March 31, 2023, the number of Shares reserved under this Plan was 383,315. The Company’s stock-based compensation expenses recognized during the three months ended March 31, 2023 and 2022 were included in share based payments expenses in the accompanying unaudited condensed consolidated statements of operations. The Company recognized stock-based compensation expense during the three months ended March 31, 2023 and 2022 as follows: For the three months ended 2023 2022 Performance-based restricted stock awards $ 166,779 $ 166,276 Service-based restricted stock awards 307,069 - Total stock-based compensation $ 473,848 $ 166,276 Number of Weighted Weighted Aggregate Outstanding as of December 31, 2022 416,791 0.22 9.09 Issued 93,334 - Exercised (206,438 ) - 609,806 Expired - - Outstanding as of March 31, 2023 303,867 0 9.26 Exercisable as of March 31, 2023 191,702 0.30 5.50 Restricted Common Stock The Company recognized an expense in relation to the restricted stock units during the three months ended March 31, 2023 and 2022 as follows: For the three months ended 2023 2022 Restricted stock unit expense $ 29,995 $ - Total restricted stock unit expense $ 29,995 $ - Future expense related to share-based payments is expected to total approximately $0.15 million which will be expensed over the next 1.29 years. Common Stock On September 29, 2022, the Company entered into a letter variation relating to three out of four of the Secured Convertible Promissory Notes, where it gave those holders the option to elect for pre-payment (including accrued interest to maturity). Payments of the interest may be made partially in common stock of the Company, at the Company’s election. All of the investors included in this letter variation elected for the pre-payment option and therefore there were 104,178 shares of common stock of the Company issued as part of this letter variation. The final convertible noteholder who was not a party to this variation opted to enter into an arrangement on January 16, 2023 whereby it received pre-payment of interest which was also partially paid in shares. In total 18,807 shares of common stock of the Company were issued as part of this arrangement. The Company recognized an $0.06 million expense in relation to 18,807 shares issued in the three months ended March 31, 2023 within in the share based payment expense. Pursuant to that certain Certificate of Amendment to the Certificate of Incorporation of the Company dated February 6, 2023 Mawson executed at a ratio of 1-6 reverse stock split of its outstanding common stock and reduced its authorized common stock to 90,000,000 shares, as set forth in the Company’s Current Report on Form 8-K filed February 9, 2023. This reverse stock split meant there were an additional 141 shares issued due to rounding, which are included in the issuance of common stock, share based compensation within the consolidated condensed statements of stockholders’ equity. Under the terms of the Cosmos Transaction Bid Implementation Agreement the Company made share-based awards under an Incentive Compensation Program during September 2021 (refer to reverse acquisition accounting policy). During the three-month period ended March 31, 2023, certain participants partially converted certain of these awards into 100,000 shares of common stock of the Company. The Company made share-based payments under an Incentive Compensation Program during December 2022. During the quarter ended March 31, 2023, certain participants partially exercised certain of these awards into 13,104 shares of common stock of the Company. W Capital Advisors Pty Ltd was issued 93,334 shares of common stock during February 2023 for consultancy and advisory services provided to the Company, the fair value of these shares was $0.25 million. On May 27, 2022, the Company entered into an ATM Agreement with Wainwright, to sell shares of our common stock, par value $0.001 per share, having an aggregate sales price of up to $100 million, from time to time, through an “at the market offering” program under which Wainwright acts as the sales agent. During the quarter ended March 31, 2023, 175,664 shares were issued as part of the ATM Agreement for net cash proceeds of $471,379. Restricted Stock As of March 31, 2023, the Company had no restricted stock outstanding. Common Stock Warrants A summary of the status of the Company’s outstanding stock warrants and changes during the three months ended March 31, 2023, is as follows: Number of Weighted Weighted Outstanding as of December 31, 2022 2,825,278 4.17 3.30 Issued - - - Exercised - - - Expired - - - Outstanding as of March 31, 2023 2,825,278 $ 4.17 3.30 Warrants exercisable as of March 31, 2023 2,825,278 $ 4.17 3.30 The Company recognized an expense in relation to warrants issued in 2022 during the three months ended March 31, 2023 within in the share based payment expense of $0.50 million. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES The Company is currently in the process of applying for sales tax registrations and exemptions in different states in the U.S. At this stage, the Company is unable to determine the financial impact of sales tax. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS On March 16, 2022, Luna Squares LLC entered into a lease with respect to a property in the City of Sharon, Mercer County, Pennsylvania with Vertua Property, Inc, a subsidiary entity in which Vertua Ltd has a 100% ownership interest. James Manning, CEO, a director and a significant shareholder of the Company, is also a director of Vertua Ltd and has a material interest in the Sharon lease as a large shareholder of Vertua Ltd. The lease is for a term of 5 years, and Luna Squares LLC has 2 options to extend for 5 years each. Rent is subject to annual increases equal to the amount of the Consumer Price Index for the Northeast Region, or 4%, whichever is higher. The base rental amount in the first year is $0.24 million. Depending on power energization and usage, variable additional rent may be payable, with charges ranging from $500 to $10,000 per month, depending on power energized and whether it is available. During the quarter ended March 31, 2023 and the quarter ended March 31, 2022 Mawson Infrastructure Group Pty Ltd paid Vertua Limited $154,559 and $43,873 respectively, for reimbursement for office costs. James Manning, CEO, a director and a significant shareholder of the Company, is also a director of Vertua Ltd. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On April 18, 2023, the Company sold 100% of its membership interest in Luna Squares Texas LLC, which held rights to 4 greenfield leases in Midland, TX, as well as related revenue sharing contracts with the landlords. The sale price was $8.5m in cash and stablecoins. In addition, Mawson sold 59 transformers which were earmarked for these Texas sites. Effective May 1, 2023 Mawson Ohio LLC took an assignment of a lease for a site in Corning, Ohio. The term of the lease is for 4 years, with 1 option to extend for 5 years. The site area has a capacity of up to 24MW, with a potential for a further 26MW (subject to the construction of a new substation). The site has not been accurately measured and is part of a much larger site of 118 acres, however the lease area is that are which Mawson Ohio LLC requires for the operation its data center facility comprising of 12 MDCs. 12 MDCs could house up to approximately 7,056 miners. On May 3, 2023, the Company has entered into a definitive agreement with institutional investors for the issuance and sale of 2,083,336 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.40 per share of common stock in a registered direct offering. In addition, in a concurrent private placement, the Company will issue to the institutional investors unregistered warrants to purchase up to 2,604,170 shares of its common stock with an exercise price of $3.23 per share and are exercisable six months following issuance for a period of five and one-half years following issuance. The shares of common stock and pre-funded warrants described above are being offered and sold by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-264062). The warrants to purchase common stock described above were offered and sold by the Company pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. This offering closed on May 8, 2022. The net amount raised was approximately $5.0 million. As a condition to the sale of 2,083,336 shares of common stock described above, the Company amended the warrants previously issued to one of the investors in that offering to purchase an aggregate of 1,666,667 shares of common stock for an exercise price of $6.06 per share, which were issued in July of 2022 (the “Existing Warrants”), effective upon the closing of the offering, such that the amended Existing Warrants have a reduced exercise price of $3.23 per share, are exercisable six months following the closing of the offering, and will expire five and one-half years following the closing of this offering. Effective May 4, 2023, the Company filed a prospectus supplement to amend, supplement and supersede certain information contained in the prospectus supplement dated May 27, 2022, and its accompanying prospectus dated April 11, 2022 (collectively, the “May 2022 Prospectus”), relating to the offer and sale of common stock through H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, in “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, pursuant to the At the Market Offering Agreement with Wainwright dated as of May 27, 2022 (the “ATM Agreement”). The prospectus supplement reduced the amount of shares of Common Stock The Company may offer and sell under the ATM Agreement to an aggregate offering price of up to $9,000,000 from time to time through Wainwright. Under the May 2022 Prospectus, the Company initially registered up to $100,000,000 of our common stock for offer and sale pursuant to the ATM Agreement. However, on March 23, 2023, the date the Company filed its Annual Report on Form 10-K for the year ended December 31, 2022, the registration registering the shares being sold pursuant to the ATM Agreement became subject to the offering limits set forth in General Instruction I.B.6 of Form S-3. As of May 3, 2023, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $45,720,757.33, which we calculated based on 14,371,373 shares of outstanding common stock as of May 3, 2023, of which 12,735,587 shares were held by non-affiliates, and a price per share of $3.59 which was the closing price of our common stock on March 23, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Preparation | Principles of Consolidation and Basis of Preparation The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Intercompany investments, balances and transactions have been eliminated in consolidation. Non–controlling interests represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. Pursuant to a Certificate of Amendment to the Certificate of Incorporation of the Company dated February 6, 2023, Mawson executed at a ratio of 1-6 reverse stock split of its outstanding common stock and reduced its authorized common stock to 90,000,000 shares, as set forth in the Company’s Current Report on Form 8-K filed February 9, 2023. Unless otherwise indicated, all share and per share amounts included in this Annual Report reflect the effects of the Reverse Stock Split. Any changes in the Company’s ownership interest in a consolidated subsidiary, through additional equity issuances by the consolidated subsidiary or from the Company acquiring the shares from existing stockholders, in which the Company maintains control is recognized as an equity transaction, with appropriate adjustments to both the Company’s additional paid-in capital and the corresponding non-controlling interest. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the financial statements in conformity with U.S. 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 and the realization of digital currencies, valuing the derivative asset classified under Level 3 fair value hierarchy, business combinations and the contingent obligation with respect to future revenues. |
Reclassifications | Reclassifications Certain reclassifications of prior period amounts have been made to conform to current period presentation. |
Significant Accounting Policies | Significant Accounting Policies Revenue Recognition – Digital currency mining revenue The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). There is currently no specific definitive guidance in U.S. GAAP or alternative accounting frameworks for the accounting of digital currencies and management has exercised judgement in determining appropriate accounting treatment for the recognition of revenue for such operations. The Company has entered into a contract with mining pools and has undertaken the performance obligation of providing computing power in exchange for non-cash consideration in the form of digital currency. The provision of computing power is the only performance obligation in the Company’s contract with its pool operators. Where the consideration received is variable (for example, due to payment only being made upon successful mining), it is recognized when it is highly probable that the variability is resolved, which is generally when the digital currency is received. The Company measures the non-cash consideration received at the fair market value of the digital currency received. Management estimates fair value on a daily basis, as the quantity of digital currency received multiplied by the price quoted on the crypto exchange that the Company uses to dispose of digital currency. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. All other repair and maintenance costs are charged to operating expenses as incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Property and equipment transferred from customers is initially measured at the fair value at the date on which control is obtained. Property and equipment are depreciated on a straight-line or declining balance basis based on the asset classification, over their useful lives to the economic entity commencing from the time the assets arrive at their destination where they are ready for use. Low-cost assets are capitalized and immediately depreciated. Depreciation is calculated over the following estimated useful lives: Asset class Useful life Depreciation Fixtures 5 years Straight-Line Plant and equipment 10 years Straight-Line Modular data center 5 years Declining Motor vehicles 5 years Straight-Line Computer equipment 3 years Straight-Line Processing machinery (Miners) 2 years Straight-Line Transformers 15 years Straight-Line Leasehold improvements Shorter of useful life or lease term Straight-Line Property and equipment are derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset included in the income statement when the asset is derecognized. The residual values, useful lives and methods of depreciation of property and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair value of and recognition of revenue from financial instruments: The Company accounts for financial instruments under ASC 820, Fair Value Measurements Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Fair value measured at March 31, 2023 Total fair March 31, Quoted prices Significant other Significant Derivative asset $ 10,618,746 - - 10,618,746 Fair value measured at December 31, 2022 Total fair December 31, Quoted prices Significant other Significant Derivative asset $ 11,299,971 - - 11,299,971 Marketable securities $ 3,243,957 $ 3,243,957 $ - $ - Level 1 Assets: The Company held 1.59 million shares of common stock in CleanSpark Inc (“CleanSpark”), a Nasdaq listed company as at December 31, 2022. This was recorded at fair value with changes in fair value recognized in the accompanying unaudited condensed consolidated statements of operations. The fair value of the CleanSpark investment is classified in Level 1 of the fair value hierarchy as it is quoted on an active market, that being Nasdaq. During the three month period ended March 31, 2023, the Company sold all of its shares in CleanSpark. Level 3 Assets: Power Supply Agreement In June 2022, the Company entered into a Power Supply Agreement with Energy Harbor LLC, the energy supplier to the Company’s Pennsylvania facility, to provide the delivery of a fixed portion of the total amount of electricity for a fixed price through to December 2026. If the Pennsylvania facility uses more electricity than contracted, the cost of the excess is incurred at a new price quoted by Energy Harbor LLC. While the Company manages operating costs at the Pennsylvania facility in part by periodically selling unused or uneconomical power back to the market, the Company does not consider such actions as trading activities. That is, the Company does not engage in speculation in the power market as part of its ordinary activities. Because the sale of any electricity under a curtailment program allows for net settlement, the Company has determined the Power Supply Agreement meets the definition of a derivative under ASC 815, Derivatives and Hedging The Power Supply Agreement was classified as a derivative asset beginning in the quarter ended June 30, 2022 and measured at fair value on the date of Power Supply Agreement, with changes in fair value recognized in the accompanying unaudited condensed consolidated statements of operations. The estimated fair value of the Company’s derivate asset is classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation. Specifically, the Company’s discounted cash flow estimation models contain quoted commodity exchange spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the term of the Power Supply Agreement, which ends in December 2026. In addition, the Company adopted a discount rate of approximately 20% above the terminal value of the observable market inputs, but also includes unobservable inputs based on qualitative judgment related to company-specific risk factors. The terms of the Power Supply Agreement require pre-payment of collateral, calculated as forward cost based on the market cost rate of electricity versus the fixed price stated in the contract. Share based payments The Company follows ASC 718-10 Compensation-Stock Compensation Digital currencies Digital currencies are included in current assets in the consolidated condensed balance sheets. Digital currencies are classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other The following table presents the Company’s digital currency (Bitcoin) activities for the quarter ended March 31, 2023, and 2022: Three months to 2023 2022 Opening number of Bitcoin held as at December 31, 2022 and 2021 0.00 0.92 Number of Bitcoin received 121.11 458.68 Number of Bitcoin sold (120.09 ) (459.60 ) Closing number of Bitcoin held as at March 31, 2023 and 2022 1.02 0.00 Digital currencies are not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not likely that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The Company’s policy is to dispose of Bitcoin received from mining operations at the earliest opportunity, therefore the holding period is minimal, usually no more than a few days. Due to the short period which Bitcoin are held prior to sale and the consequent small numbers held, the risk of impairment is not material. No impairment charges have been recorded during the quarters ended March 31, 2023 and 2022. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. For information with respect to recent accounting pronouncements, see Note 2 to the consolidated financial statements for the Company as of December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with SEC on March 23, 2022. Recent accounting pronouncements since that date include: In March 2023, the FASB issued ASU update 2023-01—Leases (Topic 842): Common Control Arrangements. The Company early adopted ASU 2023-01, as allowed under the ASU. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements or disclosures. In March 2023, the FASB issued ASU update 2023-02—Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force). The Company does not expect ASU 2023-02 to have a material impact on the Company’s consolidated financial statements or disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Asset class Useful life Depreciation Fixtures 5 years Straight-Line Plant and equipment 10 years Straight-Line Modular data center 5 years Declining Motor vehicles 5 years Straight-Line Computer equipment 3 years Straight-Line Processing machinery (Miners) 2 years Straight-Line Transformers 15 years Straight-Line Leasehold improvements Shorter of useful life or lease term Straight-Line |
Schedule of fair value measurement | Fair value measured at March 31, 2023 Total fair March 31, Quoted prices Significant other Significant Derivative asset $ 10,618,746 - - 10,618,746 Fair value measured at December 31, 2022 Total fair December 31, Quoted prices Significant other Significant Derivative asset $ 11,299,971 - - 11,299,971 Marketable securities $ 3,243,957 $ 3,243,957 $ - $ - |
Schedule of digital currency | Three months to 2023 2022 Opening number of Bitcoin held as at December 31, 2022 and 2021 0.00 0.92 Number of Bitcoin received 121.11 458.68 Number of Bitcoin sold (120.09 ) (459.60 ) Closing number of Bitcoin held as at March 31, 2023 and 2022 1.02 0.00 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Basic and Diluted Net Loss Per Share [Abstract] | |
Schedule of computation of diluted loss per share | As at March 31, 2023 2022 Warrants to purchase common stock 2,825,278 1,165,698 Options to purchase common stock 417 125,577 Restricted Stock-Units (“RSUs”) issued under a management equity plan 303,450 303,215 3,129,145 1,594,490 |
Schedule of table sets forth the computation of basic and diluted loss per share | For the three months ended 2023 2022 Net Loss attributable to Mawson Infrastructure Group, Inc. common stockholders $ (11,102,025 ) $ (11,335,655 ) Denominator: Weighted average common shares - basic and diluted 13,953,308 11,854,946 Loss per common share - basic and diluted $ (0.80 ) $ (0.96 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of lease costs recognized in the consolidated condensed statements of operations | For the three months ended 2023 2022 Operating lease charges (1) $ 407,212 $ 367,135 Finance lease charges: Amortization of right-of-use assets 8,143 4,302 Interest on lease obligations 2,080 1,478 $ 10,223 $ 5,780 (1) Included in selling, general and administrative expenses. |
Schedule of lease liabilities by contractual maturity | Operating Finance 2023 $ 1,171,950 $ 28,632 2024 1,261,338 38,176 2025 267,372 38,176 2026 278,064 15,016 2027 70,190 - Total undiscounted lease obligations 3,048,914 120,000 Less imputed interest (280,234 ) (13,538 ) Total present value of lease liabilities 2,768,680 106,462 Less current portion of lease liabilities 1,397,729 31,275 Non-current lease liabilities $ 1,370,951 $ 75,187 Operating Finance Operating cash out flows from leases $ 100,000 $ 9,543 Weighted-average remaining lease term (years) 2.29 3.14 Weighted-average discount rate (%) 8.0 % 7.5 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment, net | March 31, December 31, Plant and equipment 4,118,491 4,263,662 Computer equipment 162,457 163,060 Furniture and fixtures 29,016 29,492 Processing machines (Miners) 102,381,318 103,337,719 Modular data center 21,323,426 19,713,534 Motor vehicles 326,704 326,704 Transformers 4,737,512 4,596,892 Low-cost assets 1,059,319 995,292 Assets under construction 11,737,313 11,592,582 Leasehold improvements 487,530 487,527 Total 146,363,086 145,506,464 Less: Accumulated depreciation (61,798,906 ) (54,489,966 ) Property and equipment, net 84,564,180 91,016,498 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Assets Held for Sale [Abstract] | |
Schedule of property and equipment | March 31, Property and equipment $ 4,289,684 Security deposit 1,010,716 Operating lease right-of-use asset 145,659 Assets held for sale $ 5,446,059 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of effective tax rate | For the three months ended March 31, 2023 2022 Effective income tax rate 0.00 % 0.00 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders Equity [Abstract] | |
Schedule of stock-based compensation expense | For the three months ended 2023 2022 Performance-based restricted stock awards $ 166,779 $ 166,276 Service-based restricted stock awards 307,069 - Total stock-based compensation $ 473,848 $ 166,276 |
Schedule of outstanding shares | Number of Weighted Weighted Aggregate Outstanding as of December 31, 2022 416,791 0.22 9.09 Issued 93,334 - Exercised (206,438 ) - 609,806 Expired - - Outstanding as of March 31, 2023 303,867 0 9.26 Exercisable as of March 31, 2023 191,702 0.30 5.50 |
Schedule of expense in relation to the restricted stock units | For the three months ended 2023 2022 Restricted stock unit expense $ 29,995 $ - Total restricted stock unit expense $ 29,995 $ - |
Schedule of outstanding stock warrants | Number of Weighted Weighted Outstanding as of December 31, 2022 2,825,278 4.17 3.30 Issued - - - Exercised - - - Expired - - - Outstanding as of March 31, 2023 2,825,278 $ 4.17 3.30 Warrants exercisable as of March 31, 2023 2,825,278 $ 4.17 3.30 |
General (Details)
General (Details) - USD ($) | 3 Months Ended | |||
May 08, 2023 | May 04, 2023 | May 31, 2022 | Mar. 31, 2023 | |
General (Details) [Line Items] | ||||
Digital asset, description | Mawson owned 23,332 Application-Specific Integrated Circuit (“ASIC”) computers known as “Miners,” specifically focused on the SHA-256 algorithm. | |||
Loss after tax | $ 11,380,000 | |||
Net current liabilities | 31,810,000 | |||
Net assets | 66,730,000 | |||
Accumulated deficit | 133,360,000 | |||
Cash | 1,390,000 | |||
Offering price | $ 100,000,000 | |||
Public float | $ 75,000,000 | |||
Subsequent Event [Member] | ||||
General (Details) [Line Items] | ||||
Offering price | $ 5,000,000 | $ 9,000,000 | ||
Share issued | $ 3,400,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | ||
Feb. 06, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Reverse stock split | 1-6 reverse stock split of its outstanding common stock | ||
Authorized common stock shares | 90,000,000 | ||
Common stock shares held | 1,590,000 | ||
Discount rate | 20% | ||
Treasury bond term | 10 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives | 3 Months Ended |
Mar. 31, 2023 | |
Fixtures [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Useful life | 5 years |
Depreciation method | Straight-Line |
Plant and Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Useful life | 10 years |
Depreciation method | Straight-Line |
Modular Data Center [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Useful life | 5 years |
Depreciation method | Declining |
Motor Vehicles [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Useful life | 5 years |
Depreciation method | Straight-Line |
Computer Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Useful life | 3 years |
Depreciation method | Straight-Line |
Processing Machinery (Miners) [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Useful life | 2 years |
Depreciation method | Straight-Line |
Transformers [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Useful life | 15 years |
Depreciation method | Straight-Line |
Leasehold improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Depreciation method | Straight-Line |
Useful life | Shorter of useful life or lease term |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of fair value measurement - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies (Details) - Schedule of fair value measurement [Line Items] | ||
Derivative asset | $ 10,618,746 | $ 11,299,971 |
Marketable securities | 3,243,957 | |
Fair value measured, Quoted prices in active markets (Level 1) | ||
Summary of Significant Accounting Policies (Details) - Schedule of fair value measurement [Line Items] | ||
Derivative asset | ||
Marketable securities | 3,243,957 | |
Fair value measured, Significant other observable inputs (Level 2) | ||
Summary of Significant Accounting Policies (Details) - Schedule of fair value measurement [Line Items] | ||
Derivative asset | ||
Marketable securities | ||
Fair value measured, Significant unobservable inputs (Level 3) | ||
Summary of Significant Accounting Policies (Details) - Schedule of fair value measurement [Line Items] | ||
Derivative asset | $ 10,618,746 | 11,299,971 |
Marketable securities |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of digital currency - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Digital Currency [Abstract] | ||
Opening number of Bitcoin held as at December 31, 2022 and 2021 | $ 0 | $ 0.92 |
Number of Bitcoin received | 121.11 | 458.68 |
Number of Bitcoin sold | (120.09) | (459.6) |
Closing number of Bitcoin held as at March 31, 2023 and 2022 | $ 1.02 | $ 0 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share (Details) - Schedule of computation of diluted loss per share - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of computation of diluted loss per share [Abstract] | ||
Warrants to purchase common stock | 2,825,278 | 1,165,698 |
Options to purchase common stock | 417 | 125,577 |
Restricted Stock-Units (“RSUs”) issued under a management equity plan | 303,450 | 303,215 |
Total | 3,129,145 | 1,594,490 |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share (Details) - Schedule of table sets forth the computation of basic and diluted loss per share - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of table sets forth the computation of basic and diluted loss per share [Abstract] | ||
Net Loss attributable to Mawson Infrastructure Group, Inc. common stockholders | $ (11,102,025) | $ (11,335,655) |
Denominator: | ||
Weighted average common shares - basic | 13,953,308 | 11,854,946 |
Loss per common share - basic | $ (0.8) | $ (0.96) |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Share (Details) - Schedule of table sets forth the computation of basic and diluted loss per share (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of table sets forth the computation of basic and diluted loss per share [Abstract] | ||
Weighted average common shares - diluted | 13,953,308 | 11,854,946 |
Loss per common share - diluted | $ (0.80) | $ (0.96) |
Leases (Details)
Leases (Details) | 1 Months Ended | ||||
Mar. 16, 2022 | Mar. 31, 2023 ft² | Mar. 31, 2023 a | May 31, 2022 a | Oct. 31, 2021 a | |
Leases [Abstract] | |||||
Office space | 1,076 | 3.12 | |||
New lease of land | 11 | 6 | |||
Lease description | The term of the lease is for 5 years, with 2 options to extend for 5 years each. |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease costs recognized in the consolidated condensed statements of operations - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Leases [Abstract] | |||
Operating lease charges | [1] | $ 407,212 | $ 367,135 |
Finance lease charges: | |||
Amortization of right-of-use assets | 8,143 | 4,302 | |
Interest on lease obligations | 2,080 | 1,478 | |
Tolal lease cost | $ 10,223 | $ 5,780 | |
[1] Included in selling, general and administrative expenses. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease liabilities by contractual maturity | Mar. 31, 2023 USD ($) |
Operating leases [Member] | |
Leases (Details) - Schedule of lease liabilities by contractual maturity [Line Items] | |
2023 | $ 1,171,950 |
2024 | 1,261,338 |
2025 | 267,372 |
2026 | 278,064 |
2027 | 70,190 |
Total undiscounted lease obligations | 3,048,914 |
Less imputed interest | (280,234) |
Total present value of lease liabilities | 2,768,680 |
Less current portion of lease liabilities | 1,397,729 |
Non-current lease liabilities | 1,370,951 |
Operating cash out flows from leases | $ 100,000 |
Weighted-average remaining lease term (years) | 2 years 3 months 14 days |
Weighted-average discount rate (%) | 8% |
Finance Leases [Member] | |
Leases (Details) - Schedule of lease liabilities by contractual maturity [Line Items] | |
2023 | $ 28,632 |
2024 | 38,176 |
2025 | 38,176 |
2026 | 15,016 |
2027 | |
Total undiscounted lease obligations | 120,000 |
Less imputed interest | (13,538) |
Total present value of lease liabilities | 106,462 |
Less current portion of lease liabilities | 31,275 |
Non-current lease liabilities | 75,187 |
Operating cash out flows from leases | $ 9,543 |
Weighted-average remaining lease term (years) | 3 years 1 month 20 days |
Weighted-average discount rate (%) | 7.50% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property and Equipment (Details) [Line Items] | ||
Depreciation and amortization expense | $ 7,960 | |
Property, Plant and Equipment [Member] | ||
Property and Equipment (Details) [Line Items] | ||
Depreciation and amortization expense | $ 13,800 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment, net - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 146,363,086 | $ 145,506,464 |
Less: Accumulated depreciation | (61,798,906) | (54,489,966) |
Property and equipment, net | 84,564,180 | 91,016,498 |
Plant and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,118,491 | 4,263,662 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 162,457 | 163,060 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29,016 | 29,492 |
Processing machines (Miners) [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 102,381,318 | 103,337,719 |
Modular data center [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 21,323,426 | 19,713,534 |
Motor vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 326,704 | 326,704 |
Transformers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,737,512 | 4,596,892 |
Low-cost assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,059,319 | 995,292 |
Assets under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,737,313 | 11,592,582 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 487,530 | $ 487,527 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - Subsequent Event [Member] $ in Millions | Apr. 18, 2023 USD ($) |
Assets Held for Sale (Details) [Line Items] | |
Membership interest percentage | 100% |
Cash | $ 3 |
Stablecoins | $ 5.5 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - Schedule of property and equipment | Mar. 31, 2023 USD ($) |
Schedule of property and equipment [Abstract] | |
Property and equipment | $ 4,289,684 |
Security deposit | 1,010,716 |
Operating lease right-of-use asset | 145,659 |
Assets held for sale | $ 5,446,059 |
Equity Method Investments (Deta
Equity Method Investments (Details) | Nov. 23, 2022 |
TDI [Member] | |
Equity Method Investments (Details) [Line Items] | |
Ownership interest | 34.90% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Income Taxes [Abstract] | |
Income tax expense | $ 548,083 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of effective tax rate | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of effective tax rate [Abstract] | ||
Effective income tax rate | 0% | 0% |
Borrowings (Details)
Borrowings (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Sep. 02, 2022 | Jul. 08, 2022 | Nov. 30, 2022 | Mar. 31, 2023 | Feb. 23, 2023 | Sep. 29, 2022 | Dec. 31, 2021 | |
Borrowings (Details) [Line Items] | |||||||
Outstanding balance | $ 9,080,000 | ||||||
Description of debt instrument | Mawson Infrastructure Group Pty Ltd entered into a Secured Loan Facility Agreement with W Capital Advisors Pty Ltd with a total loan facility of AUD$3 million (USD$1.9 million). This was amended on September 29, 2022 and the loan facility was increased to AUD$8 million (USD$5.2 million). As at March 31, 2023, AUD$3.53 million (USD$2.36 million) has been drawn down from this facility, all of which is classified as a current liability. | ||||||
Interest rate | 12% | ||||||
Aggregate principal amount | $ 3,600,000 | ||||||
Principal repayments | $ 3,100,000 | ||||||
Current liability | $ 500,000 | ||||||
MIG Pty Ltd [Member] | |||||||
Borrowings (Details) [Line Items] | |||||||
Bears interest rate | 12% | ||||||
Luna Squares LLC [Member] | |||||||
Borrowings (Details) [Line Items] | |||||||
Bears interest rate | 12% | ||||||
Outstanding balance | $ 11,000,000 | ||||||
Principal amount | $ 20,000,000 | ||||||
Amortize loan rate percent | 15% | ||||||
Secured Convertible Promissory Notes [Member] | |||||||
Borrowings (Details) [Line Items] | |||||||
Principal amount | $ 3,100,000 | ||||||
Aggregate principal amount | $ 3,600,000 | ||||||
Share price (in Dollars per share) | $ 5.1 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Aug. 15, 2018 | Feb. 28, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 29, 2022 | May 27, 2022 | Feb. 22, 2018 | |
Stockholders' Equity (Details) [Line Items] | |||||||
Number of shares reserved | 10,441,251 | ||||||
Number of shares changed | 2,500,000 | ||||||
Future expense (in Dollars) | $ 150,000 | ||||||
Restricted term | 1 year 3 months 14 days | ||||||
Shares of common stock | 104,178 | ||||||
Expense recognized (in Dollars) | $ 60,000 | ||||||
Shares issued | 18,807 | ||||||
Stock split, description | Pursuant to that certain Certificate of Amendment to the Certificate of Incorporation of the Company dated February 6, 2023 Mawson executed at a ratio of 1-6 reverse stock split of its outstanding common stock and reduced its authorized common stock to 90,000,000 shares, as set forth in the Company’s Current Report on Form 8-K filed February 9, 2023. | ||||||
Converted shares | 100,000 | ||||||
Fair value (in Dollars) | $ 250,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||
Net cash proceeds (in Dollars) | $ 471,379 | ||||||
Share based payment expense (in Dollars) | $ 500,000 | ||||||
Common Stock [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares of common stock | 18,807 | ||||||
Exercised shares | 113,104 | ||||||
Common stock, par value (in Dollars per share) | $ 0.001 | ||||||
Aggregate sales price (in Dollars) | $ 100,000,000 | ||||||
Stock Option Plans [Member] | Common Stock [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Exercised shares | 13,104 | ||||||
2021 Equity Plan [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Equity plans, description | Under the 2021 Equity Plan, which was adopted by the Company on August 3, 2021, originally for an aggregate of up to 70,000,000 Shares. Following a 10 for 1 reverse stock split on August 12, 2021, that number was reduced to 7,000,000. Following a 6 for 1 reverse stock split which took effect on February 9, 2023, the aggregate number of Shares under the 2021 Equity Plan was further reduced to 1,166,667. Stockholder consent is being sought at the May 17, 2023 annual meeting to increase this number to 10,000,000. As of March 31, 2023, the number of Shares reserved under this Plan was 383,315. | ||||||
2018 Equity Plan [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Equity plans, description | (i) 100,000 shares (after a later 10 for 1 stock split) or (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year. As of January 1, 2023, that meant there were a maximum of 574, 153 shares available. After the 6 for 1 reverse stock split in February 2023, there were 95,693 shares available under the 2018 Plan. After an issue of 93,334 restricted stock units to a consultant (W Capital Advisors Pty Ltd) under the 2018 Plan, and taking into account all options that were issued under the 2018 Plan (after adjusting reverse stock splits), the 2018 Plan is essentially exhausted until it automatically replenishes on January 1, 2024. | ||||||
ATM Agreement [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued | 175,664 | ||||||
W Capital Advisors Pty Ltd [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued | 93,334 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of stock-based compensation expense - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stockholders' Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Total stock-based compensation | 473,848 | 166,276 |
Performance-based restricted stock awards [Member] | ||
Stockholders' Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Total stock-based compensation | 166,779 | 166,276 |
Service-based restricted stock awards [Member] | ||
Stockholders' Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Total stock-based compensation | 307,069 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of outstanding shares | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Schedule of outstanding stock warrants [Abstract] | |
Number of shares, Outstanding, Beginning | shares | 9.09 |
Weighted Average Exercise Price, Outstanding, Beginning (in Dollars per share) | |
Number of shares, Outstanding, Ending | shares | 9.26 |
Weighted Average Exercise Price, Outstanding, Ending (in Dollars per share) | |
Number of shares, Exercisable | shares | 5.5 |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | |
Weighted Average Exercise Price, Issued (in Dollars per share) | |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ 609,806 |
Number of shares, Expired | shares | |
Weighted Average Exercise Price, Expired (in Dollars per share) |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of expense in relation to the restricted stock units - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of expense in relation to the restricted stock units [Abstract] | ||
Restricted stock unit expense | $ 29,995 | |
Total restricted stock unit expense | $ 29,995 |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of outstanding stock warrants - Warrant [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants, Outstanding, Beginning | shares | 2,825,278 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 4.17 |
Weighted Average Remaining Contractual Life (in years), Outstanding, Beginning | 3 years 3 months 18 days |
Number of Warrants, Outstanding, Warrants exercisable | shares | 2,825,278 |
Weighted Average Exercise Price, Outstanding, Warrants exercisable | $ / shares | $ 4.17 |
Weighted Average Remaining Contractual Life (in years), Warrants exercisable | 3 years 3 months 18 days |
Number of Warrants, Outstanding, Issued | shares | |
Weighted Average Exercise Price, Outstanding, Issued | $ / shares | |
Weighted Average Remaining Contractual Life (in years), Issued | |
Number of Warrants, Outstanding, Exercised | shares | |
Weighted Average Exercise Price, Outstanding, Exercised | $ / shares | |
Weighted Average Remaining Contractual Life (in years), Exercised | |
Number of Warrants, Outstanding, Expired | shares | |
Weighted Average Exercise Price, Outstanding, Expired | $ / shares | |
Weighted Average Remaining Contractual Life (in years), Expired | |
Number of Warrants, Outstanding, Outstanding, Ending | shares | 2,825,278 |
Weighted Average Exercise Price, Outstanding, Outstanding, Ending | $ / shares | $ 4.17 |
Weighted Average Remaining Contractual Life (in years), Outstanding, Ending | 3 years 3 months 18 days |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 16, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||
Lease term | 5 years | ||
Lease extend term | 5 years | ||
Rent expenses percentage | 4% | ||
Rental amount | $ 240,000 | ||
Office reimbursement | $ 154,559 | $ 43,873 | |
Minimum [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Additional rent payable | 500 | ||
Maximum [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Additional rent payable | $ 10,000 | ||
Vertua Ltd [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Ownership interest | 100% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |||||
May 03, 2023 | Jul. 31, 2022 | May 31, 2022 | May 01, 2023 | Apr. 18, 2023 | Mar. 31, 2023 | |
Subsequent Events (Details) [Line Items] | ||||||
sale of common stock | $ 2,083,336 | $ 100,000,000 | ||||
Shares purchased | $ 1,666,667 | |||||
Exercise price per share (in Dollars per share) | $ 6.06 | |||||
Offering price | $ 9,000,000 | |||||
Existing Warrants [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Exercise price per share (in Dollars per share) | $ 3.23 | |||||
Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Membership interest percentage | 100% | |||||
Cash and stablecoins | $ 8.5 | |||||
Shares purchased | $ 2,604,170 | |||||
Exercise price per share (in Dollars per share) | $ 3.23 | |||||
Net amount | $ 5,000,000 | |||||
Market value of shares | $ 45,720,757.33 | |||||
Outstanding common stock (in Shares) | 14,371,373 | |||||
Shares held by non-affiliate (in Shares) | 12,735,587 | |||||
Price per share (in Dollars per share) | $ 3.59 | |||||
Subsequent Event [Member] | Pre-funded Warrants [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
sale of common stock | $ 2,083,336 | |||||
Purchase price per share (in Dollars per share) | $ 2.4 | |||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Lease, term | 4 years | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Lease, term | 5 years |