Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 18, 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 | 16,518,043 | |
Amendment Flag | false | |
Entity Central Index Key | 0001218683 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | +1-412 | |
Local Phone Number | -515-0896 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 5,607,254 | $ 946,265 |
Prepaid expenses | 3,584,578 | 3,488,868 |
Trade and other receivables | 6,403,552 | 10,458,076 |
Assets held for sale | 5,446,059 | |
Total current assets | 15,595,384 | 20,339,268 |
Property and equipment, net | 78,529,474 | 91,016,498 |
Derivative asset | 5,174,446 | 11,299,971 |
Investments, equity method | 1,993,837 | 2,085,373 |
Marketable securities | 3,243,957 | |
Security deposits | 424,064 | 2,524,065 |
Operating lease right-of-use asset | 3,052,978 | 2,819,933 |
Total assets | 104,770,183 | 133,329,065 |
Current liabilities: | ||
Trade and other payables | 25,337,339 | 10,572,061 |
Current portion of operating lease liability | 1,649,529 | 1,300,062 |
Current portion of finance lease liability | 31,859 | 30,702 |
Current portion of long-term borrowings | 20,873,805 | 23,610,583 |
Total current liabilities | 47,892,532 | 35,513,408 |
Customer deposits | 15,328,445 | |
Operating lease liability, net of current portion | 1,478,707 | 1,727,975 |
Finance lease liability, net of current portion | 67,000 | 83,223 |
Long-term borrowings, net of current portion | 4,509,894 | |
Total liabilities | 49,438,239 | 57,162,945 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ equity: | ||
Series A preferred stock; 1,000,000 shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022 | ||
Common stock, $0.001 par value per share; 90,000,000 shares authorized, 16,454,709 and 13,625,882 shares issued and outstanding as of June 30, 2023, and December 31, 2022, respectively | 16,455 | 13,626 |
Additional paid-in capital | 202,136,148 | 194,294,559 |
Accumulated other comprehensive income | 5,321,282 | 5,021,467 |
Accumulated deficit | (150,703,559) | (122,257,628) |
Total Mawson Infrastructure Group, Inc. stockholders’ equity | 56,770,326 | 77,072,024 |
Non-controlling interest | (1,438,382) | (905,904) |
Total stockholder’s equity | 55,331,944 | 76,166,120 |
Total liabilities and stockholder’s equity | $ 104,770,183 | $ 133,329,065 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 16,454,709 | 13,625,882 |
Common stock, shares outstanding | 16,454,709 | 13,625,882 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 10,551,535 | $ 19,780,437 | $ 18,222,142 | $ 39,204,773 |
Less: Cost of revenues (excluding depreciation) | 7,028,458 | 14,359,072 | 11,706,460 | 22,771,433 |
Gross profit | 3,523,077 | 5,421,365 | 6,515,682 | 16,433,340 |
Selling, general and administrative | 6,265,256 | 9,431,088 | 11,242,674 | 15,908,034 |
Stock based compensation | 687,276 | 936,235 | 1,691,619 | 1,326,844 |
Depreciation and amortization | 8,789,755 | 16,023,817 | 16,752,279 | 29,826,849 |
Change in fair value of derivative asset | 5,444,300 | (17,714,357) | 6,125,525 | (17,714,357) |
Total operating expenses | 21,186,587 | 8,676,783 | 35,812,097 | 29,347,370 |
Loss from operations | (17,663,510) | (3,255,418) | (29,296,415) | (12,914,030) |
Non-operating income (expense): | ||||
Losses on foreign currency transactions | (397,165) | 1,657,055 | (815,382) | 957,818 |
Interest expense | (647,062) | (1,565,040) | (1,546,114) | (2,801,713) |
Impairment of financial assets | (1,107,197) | (1,107,197) | ||
Profit on sale of site | 2,562,283 | 3,353,130 | ||
Gain on sale of marketable securities | 1,437,230 | |||
Other income | 252,363 | 1,864,968 | 177,941 | 1,889,415 |
Share of net loss of equity method investments | (36,356) | |||
Total non-operating income (expense), net | 1,770,419 | 849,786 | 2,570,449 | (1,061,677) |
Loss before income taxes | (15,893,091) | (2,405,632) | (26,725,966) | (13,975,707) |
Income tax expense | (1,756,371) | (2,304,454) | ||
Net Loss | (17,649,462) | (2,405,632) | (29,030,420) | (13,975,707) |
Less: Net loss attributable to non-controlling interests | (305,556) | (288,229) | (584,489) | (522,648) |
Net Loss attributed to Mawson Infrastructure Group stockholders | $ (17,343,906) | $ (2,117,403) | $ (28,445,931) | $ (13,453,059) |
Net Loss per share, basic (in Dollars per share) | $ (1.12) | $ (0.18) | $ (1.93) | $ (1.12) |
Weighted average number of shares outstanding (in Shares) | 15,527,824 | 11,933,092 | 14,744,915 | 11,965,129 |
Digital currency mining revenue | ||||
Revenues: | ||||
Total revenues | $ 4,896,521 | $ 16,212,525 | $ 7,652,521 | $ 34,996,368 |
Hosting co-location revenue | ||||
Revenues: | ||||
Total revenues | 4,594,752 | 3,567,912 | 8,917,306 | 4,116,860 |
Net energy benefits | ||||
Revenues: | ||||
Total revenues | 1,017,678 | 1,458,734 | ||
Sale of equipment | ||||
Revenues: | ||||
Total revenues | $ 42,584 | $ 193,581 | $ 91,545 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net Loss per share, diluted | $ (1.12) | $ (0.18) | $ (1.93) | $ (1.12) |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Loss | $ (17,649,462) | $ (2,405,632) | $ (29,030,420) | $ (13,975,707) |
Other comprehensive (income) loss | ||||
Foreign currency translation adjustment | 220,093 | (2,579,238) | 351,826 | (1,995,930) |
Comprehensive loss | (17,429,369) | (4,984,870) | (28,678,594) | (15,971,637) |
Less: Comprehensive loss attributable to non-controlling interests | (305,556) | (288,229) | (584,489) | (522,648) |
Comprehensive loss attributable to common stockholders | $ (17,123,813) | $ (4,696,641) | $ (28,094,105) | $ (15,448,989) |
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 | $ 11,791 | $ 186,377,777 | $ (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, stock based compensation | $ 3 | 543,460 | 543,463 | 543,463 | |||
Issuance of common stock, stock based compensation (in Shares) | 3,131 | ||||||
Issuance of warrants | 667,333 | 667,333 | 667,333 | ||||
Issuance of RSU’s and stock options | $ 288 | 61,345 | 61,633 | 61,633 | |||
Issuance of RSU’s and stock options (in Shares) | 287,667 | ||||||
Net loss | (13,453,059) | (13,453,059) | (522,648) | (13,975,707) | |||
Other comprehensive income | (2,008,958) | (2,008,958) | 13,028 | (1,995,930) | |||
Non-controlling interest | (917,684) | 1,623,458 | 705,774 | 534,019 | 1,239,793 | ||
Balance at Jun. 30, 2022 | $ 12,082 | 186,732,231 | (2,530,052) | (82,952,860) | 101,261,401 | (140,227) | 101,121,174 |
Balance (in Shares) at Jun. 30, 2022 | 12,081,883 | ||||||
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 | ||||||
Issuance of common stock, stock based compensation | $ 1 | 435,733 | 435,734 | 435,734 | |||
Issuance of common stock, stock based compensation (in Shares) | 833 | ||||||
Issuance of warrants | 500,500 | 500,500 | 500,500 | ||||
Issuance of RSU’s and stock options | $ 150 | 746 | 896 | 896 | |||
Issuance of RSU’s and stock options (in Shares) | 150,167 | ||||||
Net loss | (2,117,403) | (2,117,403) | (288,229) | (2,405,632) | |||
Other comprehensive income | (2,592,266) | (2,592,266) | 13,028 | (2,579,238) | |||
Non-controlling interest | (917,684) | 1,623,457 | 705,773 | 534,019 | 1,239,792 | ||
Balance at Jun. 30, 2022 | $ 12,082 | 186,732,231 | (2,530,052) | (82,952,860) | 101,261,401 | (140,227) | 101,121,174 |
Balance (in Shares) at Jun. 30, 2022 | 12,081,883 | ||||||
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 | ||||||
Conversion of notes payable into common stock | $ 104 | 276,855 | 276,959 | 276,959 | |||
Conversion of notes payable into common stock (in Shares) | 104,319 | ||||||
Issuance of common stock, stock based compensation | $ 19 | 63,926 | 63,945 | 63,945 | |||
Issuance of common stock, stock based compensation (in Shares) | 18,807 | ||||||
Issuance of common stock for services | $ 93 | 306,976 | 307,069 | 307,069 | |||
Issuance of common stock for services (in Shares) | 93,334 | ||||||
Issuance of warrants | 1,001,000 | 1,001,000 | $ 1,001,000 | ||||
Exercising of RSU’s and stock options (in Shares) | |||||||
Issuance of RSU’s and stock options | $ 114 | (114) | |||||
Issuance of RSU’s and stock options (in Shares) | 113,760 | ||||||
Stock based compensation for RSUs | 383,550 | 383,550 | $ 383,550 | ||||
Issuance of common stock, net of ssuance costs | $ 2,499 | 5,809,396 | 5,811,895 | 5,811,895 | |||
Issuance of common stock, net of ssuance costs (in Shares) | 2,498,607 | ||||||
Net loss | (28,445,931) | (28,445,931) | (584,489) | (29,030,420) | |||
Other comprehensive income | 299,815 | 299,815 | 52,011 | 351,826 | |||
Balance at Jun. 30, 2023 | $ 16,455 | 202,136,148 | 5,321,282 | (150,703,559) | 56,770,326 | (1,438,382) | 55,331,944 |
Balance (in Shares) at Jun. 30, 2023 | 16,454,709 | ||||||
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 | ||||||
Issuance of warrants | 500,500 | 500,500 | 500,500 | ||||
Exercising of RSU’s and stock options | $ 1 | 1 | 1 | ||||
Exercising of RSU’s and stock options (in Shares) | 656 | ||||||
Issuance of RSU’s and stock options | 186,775 | 186,775 | 186,775 | ||||
Issuance of common stock, net of ssuance costs | $ 2,323 | 5,338,193 | 5,340,516 | 5,340,516 | |||
Issuance of common stock, net of ssuance costs (in Shares) | 2,322,943 | ||||||
Net loss | (17,343,906) | (17,343,906) | (305,556) | (17,649,462) | |||
Other comprehensive income | 209,123 | 209,123 | 10,970 | 220,093 | |||
Balance at Jun. 30, 2023 | $ 16,455 | $ 202,136,148 | $ 5,321,282 | $ (150,703,559) | $ 56,770,326 | $ (1,438,382) | $ 55,331,944 |
Balance (in Shares) at Jun. 30, 2023 | 16,454,709 |
Consolidated Condensed Statem_5
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (29,030,420) | $ (13,975,707) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 16,752,279 | 29,826,849 |
Amortization of operating lease right-of-use asset | 678,310 | 809,130 |
Foreign exchange gain | 751,833 | 137,758 |
Sale of intellectual property | (1,465,829) | |
Stock based compensation | 1,691,619 | 1,326,844 |
Non-cash interest expense | 866,691 | 138,293 |
Unrealized (gain) loss on derivative asset | 6,125,525 | (17,714,357) |
Non-controlling interest | 1,239,793 | |
Gain on sale of marketable securities | (1,437,230) | |
Share of loss from equity method investments | 36,122 | |
Loss on sale of property and equipment | 158,023 | |
Loss on write off of property and equipment | 73,243 | |
Profit on sale of site | (3,353,130) | |
Changes in assets and liabilities: | ||
Trade and other receivables | 1,808,709 | 1,394,878 |
Operating lease liabilities | (807,136) | |
Other current assets | 2,004,290 | (7,869,996) |
Trade and other payables | (511,208) | 39,299,304 |
Net cash (used in) provided by operating activities | (4,192,480) | 33,146,960 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payment for the purchase of property and equipment | (4,851,771) | (21,100,867) |
Proceeds from sale of site | 8,107,508 | |
Proceeds from sales of property and equipment | 584,301 | |
Proceeds from sale of marketable securities | 6,927,003 | |
Payment of property and equipment deposits | (32,054,326) | |
Net cash provided by (used in) investing activities | 10,767,041 | (53,155,193) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from common share issuances | 6,192,845 | 51,524 |
Payments of stock issuance costs | (380,950) | |
Proceeds from borrowings | 1,986,870 | 26,581,467 |
Repayment of finance lease liabilities | (19,088) | (937,008) |
Repayment of borrowings | (9,672,854) | (6,182,245) |
Net cash (used in) provided by financing activities | (1,893,177) | 19,513,738 |
Effect of exchange rate changes on cash and cash equivalents | (20,395) | (2,478,952) |
Net increase in cash and cash equivalents | 4,660,989 | (2,973,447) |
Cash and cash equivalents at beginning of period | 946,265 | 5,467,273 |
Cash and cash equivalents at end of period | 5,607,254 | 2,493,826 |
Non-cash transactions | ||
Recognition of right of use operating asset and lease liability | 911,356 | |
Accrued interest on convertible notes settled in common stock | $ 276,959 |
General
General | 6 Months Ended |
Jun. 30, 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. Mawson, through its subsidiaries, is a ‘Digital Asset Infrastructure’ business, which owns and operates data centers in the United States. As at June 30, 2023, Mawson owned 23,458 Application-Specific Integrated Circuit (“ASIC”) computers known as “Miners,” specifically focused on the SHA-256 algorithm. 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, Mawson AU Pty Ltd, Luna Squares LLC, Mawson Bellefonte LLC (formed May 5, 2023), Luna Squares Repairs LLC, Luna Squares Property LLC, Mawson Midland LLC, Mawson Hosting LLC, 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 generally accepted accounting principles 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. Going Concern The accompanying unaudited consolidated condensed financial statements have been prepared assuming the Company will continue as a going concern basis and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. For the six month period ended June 30, 2023, the Company incurred a loss after tax of $29.03 million, and as at June 30, 2023, had net current liabilities of $32.30 million, had total net assets of $55.33 million and had an accumulated deficit of $150.70 million. The Company’s cash position as at June 30, 2023, was $5.61 million. Bitcoin prices have recovered from their lows of approximately $16,000 in late 2022 to approximately $30,000 recently, however this price is still substantially less than the previous highs of approximately $67,000 in late 2021. In addition, the difficulty of earning Bitcoin is approximately 70% higher than the same time last year, and trending higher, which means the Company typically earns less Bitcoin for the same effort. In addition, the rewards that Bitcoin miners earn are expected to halve (not including transaction fees) in or about April or May 2024. The Company’s miners and other mining equipment will require replacement over time to ensure that the Company can continue to competitively and efficiently produce Bitcoin. These trend factors are outside the Company’s direct control, and the Company may not be able to practically mitigate their impact. The Company cannot predict with any certainty whether these trends will reverse or persist. On July 20, 2023 we received a notice from Celsius Mining LLC that Celsius Mining LLC does not intend to renew its Customer Equipment Co-Location Agreement (“Co-Location Agreement”), under which it receives hosting services from Luna Squares LLC (a subsidiary of the Company), and that it will expire in accordance with its terms. Celsius Mining LLC is currently the Company’s only hosting customer. The Company hosts approximately 20,000 miners for Celsius Mining LLC. In addition, Celsius Mining LLC has made certain allegations against Luna Squares LLC in respect of its performance under the Co-Location Agreement. Luna Squares LLC has made certain allegations against Celsius Mining LLC in respect of its performance under the Co-Location Agreement. There is a risk of a dispute or litigation arising out of these cross allegations, which also relate to the advanced deposit paid by Celsius Mining LLC to Luna Squares LLC valued at $15.33 million (the “Celsius Deposit”) and Luna Squares LLC’s and Celsius Mining LLC’s performance under the Co-Location Agreement. Luna Squares LLC claims, amongst other things, that the deposit, in full or in part, has been forfeited due to Celsius Mining LLC’s breaches and its other actions or inactions under the Co-Location Agreement. If Celsius Mining LLC prevails on the dispute, Luna Squares LLC could be required to return the deposit to Celsius Mining LLC. While this amount is included as a current liability within trade and other payables in the consolidated condensed Balance Sheet, the outcome of the dispute is uncertain. In addition, Celsius Mining LLC has failed to pay approximately $3.40 million worth of pre-petition and post-petition hosting invoices. Celsius Mining LLC and Luna Squares LLC have indicated a willingness to continue discussions for hosting services including related to the Co-Location Agreement, and the timing and outcome of such discussions are uncertain. Hosting revenue accounts for a substantial part of the Company’s revenue. The Company is in active discussions with potential new customers for hosting services to replace Celsius, however there is no certainty that the Company will be able to enter into hosting agreements with new customers in a timely manner, or at all, or that the agreements with the new customers will replace all the revenue that Celsius Mining LLC generates for the Company. The Company may decide to use the hosting infrastructure’s capacity to self-mine or for other purposes, however it will need to raise a potentially significant amount of capital to finance and acquire further hardware (specifically miners) for self-mining and the potential timing and outcome of these other potential options are uncertain. In addition to the Celsius Deposit, in connection with the Co-Location Agreement, Celsius Mining LLC loaned $20 million to Luna Squares LLC, through a Secured Promissory Note (the “Celsius Promissory Note”), which has a maturity date of August 23, 2023, and an outstanding balance as at June 30, 2023, of $11.33 million. On July 18, 2023 Luna Squares LLC paid to Celsius Mining LLC $3.33 million as principal and interest. Celsius Mining LLC is currently in default on payments on the Co-Location Agreement to Luna Squares LLC, and the Company and Luna Squares LLC have reserved all rights. Celsius Mining LLC filed for Chapter 11 bankruptcy protection on July 13, 2022. On July 25, 2023, Celsius Mining LLC filed a Debtors’ Ex Parte Motion for an Order Under Federal Rules of Bankruptcy for Subpoenas for Examination of, and Production of Documents from Mawson Infrastructure Group Inc., Luna Squares LLC, and Cosmos Infrastructure LLC, and the Bankruptcy Court entered an Order on July 26, 2023. Celsius Mining LLC has indicated it intends to use the process of discovery to evaluate the status of the liens securing the Celsius Promissory Note and other potential claims Celsius Mining LLC may have against Mawson and its related entities, including with respect to the Co-Location Agreement. The discovery process is ongoing. The Company has a Secured Loan Facility Agreement with Marshall Investments GCP Pty Ltd ATF for the Marshall Investments MIG Trust (“Marshall”). The loan matures in February 2024 and the outstanding balance is $8.07 million as at June 30, 2023. On June 30, 2023, MIG No. 1 Pty Ltd did not make a principal and interest payment of $0.50 million. MIG No. 1 Pty Ltd and Marshall are in ongoing discussions with respect to the payment, and the loan terms generally. Marshall and MIG No. 1 Pty Ltd have each reserved their rights. A subsidiary of the Company, Mawson Infrastructure Group Pty Ltd (“MIG PL”) has a Secured Loan Facility Agreement for working capital with W Capital Advisors Pty Ltd with a total loan facility of AUD$8 million (USD$5.2 million) (“Working Capital Loan”). As at June 30, 2023, AUD$1.46 million (USD$0.97 million) has been drawn down from this facility. The Secured Loan Facility expired in March 2023 and the Company and W Capital Advisors Pty Ltd are in ongoing discussions regarding the terms and extension of the loan. W Capital Advisors Pty Ltd and MIG PL have each reserved their rights. The Company has a Secured Convertible Promissory Note with W Capital Advisors Pty Ltd with an outstanding balance of $0.50 million as at June 30, 2023. The Convertible Note matured in July 2023 and the Company is in ongoing discussions with the noteholder. W Capital Advisors Pty Ltd and the Company have each reserved their rights. The Company has not fulfilled specific payment obligations related to the Marshall loan, the Working Capital Loan and Secured Convertible Promissory Note mentioned above. Consequently, the creditors associated with these debt facilities may initiate actions as allowed by relevant grace periods. This includes the possibility of opting to expedite the repayment of the principal debt, pursuing legal action against the Company for payment default, raising interest rates to the default rate, or taking appropriate measures concerning collateral, if applicable. The Company has evaluated the above conditions and concluded that these conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. To alleviate these conditions, the Company has explored various avenues to enhance liquidity, fund the Company’s expenditures, and meet debt servicing requirements. These strategies include, among others: ● Engage in discussions with new and existing lenders, including related to refinancing debt, raising additional debt, or modifying terms of existing debt. ● Considering equity issuances such as capital raises ● Assessing and evaluating corporate and strategic transactions including engaging an investment bank. ● Assessing and evaluating monetizing specific assets, including potential sales of mining infrastructure equipment, miners, operational sites, or expansion locations under consideration. ● Conducting assessments to identify and implement operational efficiencies, cost-cutting measures, and other actions aimed at enhancing revenue and optimizing expenses. Although the Company may have access to debt, equity and other sources of funding, these may require additional time and cost, may impose operational restrictions and other covenants on the Company, may not be available on attractive terms, and may not be available at all. If 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 and may be unfavorable to the Company. In addition, pursuant to terms and provisions of previous fundraising, the Company is subject to certain restrictive covenants that put restrictions on the Company. Should the Company be unable to source sufficient funding, the Company may not be able to realize assets at their recognized values and fulfill its liabilities in the normal course of business at the amounts stated in these consolidated financial statements. The Company has engaged Needham and Company, an investment bank, and is obtaining advice from outside legal counsel. It is important to note that strategic and other initiatives may not lead to any transaction or other outcome. These condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and other commitments in the normal course of business. They 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 | 6 Months Ended |
Jun. 30, 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 represent 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 a reverse stock split of its outstanding common stock at a ratio of 1:6 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 change 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 judgment 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. Hosting Co-location revenue The Company provides power for our co-location hosting customers on a variable basis. Revenue is currently received monthly from the customer based on the power usage at the rate outlined in each customer contract. The Company recognizes variable power revenue each month as the uncertainty related to the consideration is resolved, power is provided to customers, and customers utilize the power (the customer simultaneously receives and consumes the benefits of the Company’s performance). The customer contracts contain variable consideration to be allocated to and recognized in the period to which the consideration relates. Usually this is when it is invoiced, rather than obtaining an estimation of variable consideration at the beginning of the customer contracts. Customers also are invoiced a fixed monthly fee for maintenance services which include cleaning, cabling and other services to maintain the customers’ equipment. Revenue recognition – equipment sales The Company earned revenues from the sale of earlier generation digital currency mining units and modular data centers that have been assembled or refurbished for resale (collectively “Hardware”). Revenue from the sale of Hardware is recognized upon transfer of control of the Hardware to the customer. At the date of sale, the net book value is expensed in cost of revenues. Revenue recognition – net energy benefits In exchange for powering down the Company’s systems and curtailing power, in response to instances of high electricity demand, the Company receives net energy benefits from the grid. The Company also has a power pricing arrangement pursuant to which it can trade energy to achieve net energy benefits. Revenue for curtailing power is recognized over the period of time that the services are being provided. The Company estimates the amount of curtailable power and the expected payment for that power and recognizes revenue based on the proportion of the service that has been provided. In this arrangement the Company is considered the principal and revenue is recognized on a gross basis. Revenue through the Company’s power pricing arrangement is recognized over the period of time that the services are being provided. The Company estimates the amount of energy available for sale and the expected payment for that energy, and recognizes revenue based on the proportion of the service that has been provided. In this arrangement the Company is considered the principal and revenue is recognized on a gross basis. 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 is included in the income statement. 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 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 June 30, 2023 Total fair June 30, Quoted prices Significant other Significant Derivative asset $ 5,174,446 - - $ 5,174,446 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 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 expires 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. Stock based compensation 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 three months and six months ended June 30, 2023: Three Six Opening number of Bitcoin held as at March 31, 2023 and December 31, 2022 1.02 0 Number of Bitcoin received 181.62 302.73 Number of Bitcoin sold (182.64 ) (302.73 ) Closing number of Bitcoin held as at June 30, 2023 0 0 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 for 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 six month periods ended June 30, 2023 and 2022. Equity method investments Equity investments are accounted for under the equity method if we are able to exercise significant influence, but not control, over an investee. Our share of the earnings or losses as reported by the investees is classified as income from equity investees on our consolidated condensed statements of operations. The investments are evaluated for impairment annually and when facts and circumstances indicate that the carrying value may not be recoverable. If a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in our consolidated condensed statements of operations. 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, 2023. 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2023 and 2022 are as follows: As at June 30, 2023 2022 Warrants to purchase common stock 5,546,122 1,065,278 Options to purchase common stock 1,750,417 4,910 Restricted Stock-Units (“RSUs”) issued under a management equity plan 4,443,516 408,288 11,740,055 1,478,476 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 4 – LEASES During the quarter ended June 30, 2023, the Company entered into two new lease agreements, outlined below. Effective May 1, 2023 Mawson Ohio LLC took an assignment of a lease agreement for approximately 64,600 square foot for a undeveloped site in Corning, Ohio. The term of the lease is for four years, with an option to extend for five years. Effective May 24, 2023 Mawson Bellefonte LLC entered into a lease agreement for a 9,918 square foot developed mining facility in Bellefonte, PA. The term of the lease is for two years and seven months, with an option to extend for five years. The Company’s lease costs recognized in the Consolidated Condensed Statements of Operations consist of the following: For the three months ended For the six months ended 2023 2022 2023 2022 Operating lease charges (1) $ 404,778 $ 434,977 $ 811,991 $ 802,112 Finance lease charges: Amortization of right-of-use assets $ 8,143 $ 8,094 $ 16,287 $ 12,396 Interest on lease obligations $ 1,310 $ 2,468 $ 4,021 $ 3,946 (1) Included in selling, general and administrative expenses. The following is a schedule of the Company’s lease liabilities by contractual maturity as of June 30, 2023: Operating Finance 2023 $ 858,374 $ 19,088 2024 1,548,388 38,176 2025 592,926 38,176 2026 434,033 15,016 2027 70,191 - Total undiscounted lease obligations 3,503,912 110,456 Less imputed interest (375,676 ) (11,597 Total present value of lease liabilities 3,128,236 98,859 Less current portion of lease liabilities 1,649,529 31,859 Non-current lease liabilities $ 1,478,707 $ 67,000 Other lease information as of June 30, 2023: Operating Finance Operating cash out flows from leases $ 728,837 $ 19,088 Weighted-average remaining lease term (years) 2.33 2.89 Weighted-average discount rate (%) 8.9 % 7.5 % |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following: June 30, December 31, Plant and equipment $ 4,672,674 $ 4,263,662 Computer equipment 162,060 163,060 Furniture and fixtures 28,703 29,492 Processing machines (Miners) 102,164,610 103,337,719 Modular data center 24,935,634 19,713,534 Motor vehicles 357,704 326,704 Transformers 9,893,024 4,596,892 Low-cost assets 1,134,858 995,292 Assets under construction 5,183,049 11,592,582 Leasehold improvements 487,527 487,527 Total 149,019,843 145,506,464 Less: Accumulated depreciation (70,490,369 ) (54,489,966 ) Property and equipment, net $ 78,529,474 $ 91,016,498 The Company incurred depreciation and amortization expenses in the amounts of $8.79 million and $16.02 million for the three month period ended June 30, 2023 and 2022, respectively. The Company incurred depreciation and amortization expenses in the amounts of $16.75 million and $29.83 million for the six month periods ended June 30, 2023 and 2022, respectively. There were no impairment charges recognized for property and equipment for either the six month periods ended June 30, 2023 and 2022. On April 18, 2023, the Company sold 100% of its membership interest in Luna Squares Texas LLC along with 59 transformers. The total sales price was $8.5 million in cash and stablecoins, the profit on sale of this site has been included in the consolidated condensed statement of operations. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 6 – INCOME TAXES The Company’s effective tax rate is calculated by dividing the total income tax expense by the sum of income before the 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 June 30, 2023 2022 Effective income tax rate 0.00 % 0.00 % For the six months ended June 30, 2023 2022 Effective income tax rate 0.00 % 0.00 % The Company’s effective tax rate is calculated by dividing the total income tax expense by the sum of income before the 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. |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2023 | |
Borrowings [Abstract] | |
BORROWINGS | NOTE 7 – 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% per annum, payable monthly with interest payments that commenced 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 $8.07 million as at June 30, 2023 all of which is classified as a current liability. The loan matures in February 2024 and the outstanding balance is $8.07 million as at June 30, 2023. On June 30, 2023 MIG No. 1 Pty Ltd did not make a principal and interest payment of $0.50 million. MIG No. 1 Pty Ltd and Marshall are in ongoing discussions with respect to the payment, and the loan terms generally. Marshall has reserved its rights. Celsius loan On February 23, 2022, Luna Squares LLC entered into the Co-location Agreement with Celsius Mining LLC. In connection with this agreement, Celsius Mining LLC loaned Luna Squares LLC a principal amount of $20 million, 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, and Luna Squares LLC is required to amortize the loan at a rate of 15% per quarter. Repayments to the principal amount began at the end of September 2022. The Secured Promissory Note has a maturity date of August 23, 2023 and the outstanding balance as at June 30, 2023 is $11.33 million, which is classified as a current liability. On July 18, 2023 Luna Squares LLC paid to Celsius Mining LLC $3.33 million as principal and interest. Celsius Mining LLC filed for Chapter 11 bankruptcy protection on July 13, 2022. W Capital loan On September 2, 2022, MIG PL entered into a Secured Loan Facility Agreement with W Capital Advisors Pty Ltd with a total loan facility of AUD$3.00 million (USD$1.9 million). This was amended on September 29, 2022 and the loan facility was increased to AUD$8.00 million (USD$5.2 million). During the six month period ending June 30, 2023, the Company received AUD$3.00 million (USD$1.99 million) from this loan facility. As at June 30, 2023, AUD$1.46 million (USD$0.97 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 are paid ad hoc in line with the loan facility agreement. The Secured Loan Facility expired in March 2023 and MIG PL and W Capital Advisors Pty Ltd are in ongoing discussions regarding the extension of the loan. W Capital Advisors Pty Ltd and MIG Pty Ltd have each reserved their rights. Convertible notes On July 8, 2022, the Company issued secured convertible promissory notes to investors in the aggregate principal amount of $3.60 million (the “Secured Convertible Promissory Notes”) in exchange for an aggregate of $3.6 million in cash. On September 29, 2022, the Company entered into a letter variation relating to some of the Secured Convertible Promissory Notes, with an aggregate principal amount of $3.1 million, which gave those holders the option to elect for pre-payment (including accrued interest to maturity) subject to certain conditions. All of the investors included in this letter variation elected for the pre-payment option and therefore there were $3.1 million principal repayments made during November 2022. The final convertible noteholder (W Capital Advisors Pty Ltd) who was not a party to this variation opted to enter into an arrangement whereby it received pre-payment of interest but agreed that the principal amount of $0.50 million was not immediately required to be repaid. That principal amount has been classified as a current liability. The convertible note matured in July 2023 and the Company is in ongoing discussions with the noteholder regarding a resolution. W Capital Advisors Pty Ltd and MIG PL have each reserved their rights. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY Stock-Based Compensation: Equity plans Under the 2018 Equity Plan, the number of shares issuable under the Plan on the first day of each fiscal year 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 June 30, 2023, there were no shares issuable under the 2018 Equity Plan until it automatically replenishes on January 1, 2024. At the Company’s annual meeting on May 17, 2023, the stockholders approved an amendment to the 2021 Equity Plan that, amongst other things, increased the number of the shares available under the 2021 Equity Plan to 10,000,000 shares. As of June 30, 2023, the number of shares reserved under the 2021 Equity Plan was 4,133,322. The Company recognized stock-based compensation expense during the three and six months ended June 30, 2023 and 2022 as follows: For the three months ended For the six months ended 2023 2022 2023 2022 Performance-based restricted stock awards $ 166,779 $ 187,648 $ 333,558 $ 353,924 Service-based restricted stock awards 19,997 248,086 49,992 305,586 Stock issued to consultants - - 307,069 - Common stock warrant expense 500,500 500,500 1,001,000 667,333 Total stock-based compensation $ 687,276 $ 936,234 $ 1,691,619 $ 1,326,843 Performance-based awards Performance-based awards generally vest over a three-year performance period upon the successful completion of specified market and performance conditions. The following table presents a summary of the Company’s performance-based awards restricted stock awards activity: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2022 342,310 - 8.33 $ 472,388 Issued - - Exercised (100,000 ) - 318,000 Expired - - Outstanding as of June 30, 2023 242,310 - 9.04 $ 457,966 Exercisable as of June 30, 2023 144,327 - 4.97 $ 272,778 As of June 30, 2023, there was approximately $0.70 million of unrecognized compensation cost related to the performance-based awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately one year. Service-based restricted stock awards Service-based awards generally vest over a one year service period. The following table presents a summary of the Company’s service-based awards activity: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2022 74,246 - 8.42 102,459 Issued 4,140,720 - Exercised (13,760 ) - 43,744 Expired - - Outstanding as of June 30, 2023 4,201,206 - 2.84 7,940,279 Exercisable as of June 30, 2023 60,486 - 0.13 114,319 As of June 30, 2023, there was approximately $7.83 million of unrecognized compensation cost related to the service-based restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately one year. James Manning who stepped down as Chief Executive Officer of the Company, effective May 22, 2023, had agreed with the Company that he would be issued 1.35 million RSUs and his other RSU agreements would be cancelled, as set forth in the Company’s Current Report on Form 8-K filed May 22, 2023. However, these RSUs have not been issued and have not been included in the above table. Similarly, the existing RSUs have not been cancelled and therefore are included in the above table. Stock options awards Stock options awards vest pon the successful completion of specified market conditions. The following table presents a summary of the Company’s Stock options awards activity: Number of Weighted Weighted Outstanding as of December 31, 2022 417 $ 35.90 1.26 Issued 1,750,000 1.89 Exercised - - Expired - - Outstanding as of June 30, 2023 1,750,417 $ 1.90 10.0 Exercisable as of June 30, 2023 417 $ 35.90 1.26 Common Stock Warrants A summary of the status of the Company’s outstanding stock warrants and changes during the six months ended June 30, 2023, is as follows: Number of Weighted Weighted Outstanding as of December 31, 2022 2,825,278 Issued 2,967,512 14.31 3.69 Exercised (246,668 ) - - Expired - - - Outstanding as of June 30, 2023 5,546,122 $ 14.31 3.39 Warrants exercisable as of June 30, 2023 5,546,122 $ 14.31 3.69 As of June 30, 2023, there was approximately $0.80 million of unrecognized compensation cost related to the warrants issued is expected to be recognized over a remaining weighted-average vesting period of approximately six months. 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 at a purchase price of $2.40 per share of common stock and 246,668 pre-funded warrants at an offering price of $2.399 and an exercise price of $0.001 per share in a registered direct offering. In relation to this agreement, the Company issued 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. The underwriter was also issued warrants to purchase up to an aggregate of 116,667 shares of common stock at an exercise price of $3.00 per share. The Company determined that the warrants did not meet the criteria for a derivative and therefore, these warrants were recorded in stockholders’ equity as a stock issuance cost with no net effect on stockholders’ equity. 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. This modification has been accounted for in accordance with ASC 815 Derivatives and Hedging. The Company determined that the incremental fair value of the warrants subsequent to the warrant modification were not material and therefore, the Company did not record additional equity issuance costs and additional-paid-in capital as a result of the modification. Common Stock 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 prefunded warrants in lieu thereof) at a purchase price of $2.40 per share of common stock in a registered direct offering for proceeds of $4.6 million, net of issuance costs. The Company has the ability through its 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, which reduced the number 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. During the quarter ended June 30, 2023, 239,607 shares were issued as part of the ATM Agreement for cash proceeds of $721,460, net of issuance costs. The Company is contractually restricted from issuing any stock under its ATM Agreement until on or about November 7, 2023. During the quarter ended June 30, 2023, there were exercises of restricted stock units and common stock options into 656 shares of common stock of the Company for proceeds totaling $186,776. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – 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. The determination of tax liabilities involves significant judgement as well as the application of complex tax laws and regulations. As of the reporting date, certain income tax matters are uncertain and cannot be reliable estimated primarily for the subsidiaries under the U.S. tax jurisdictions for the current and prior periods. The Company has not recorded any tax liabilities or benefits pertaining to these subsidiaries for the period. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – 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, a director and a significant stockholder of the Company, is also a director of Vertua Ltd and has a material interest in the Sharon lease as a large stockholder of Vertua Ltd. The lease is for a term of five years, and Luna Squares LLC has two options to extend for five 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 six month periods ended June, 2023 and 2022, Mawson Infrastructure Group Pty Ltd paid Vertua Limited $154,224 and $102,750 respectively, for reimbursement for office costs charged with a mark-up. James Manning, a director and a significant stockholder of the Company, is also a director of Vertua Ltd. Manning family members also own interests in Vertua Ltd. During the six month periods ended June, 2023 and 2022, Mawson Infrastructure Group Pty Ltd paid First Equity Tax Pty Ltd $42,741 and $10,124 respectively, for tax advisory services. James Manning, a director and a significant stockholder of the Company, has interests in and is also a partner of First Equity Tax Pty Ltd. During the six month periods ended June, 2023 and 2022, Mawson Infrastructure Group Pty Ltd paid First Equity Advisory Pty Ltd $48,223 and $25,167 respectively, for accounting labor services. James Manning, a director and a significant stockholder of the Company, has interests in First Equity Advisory Pty Ltd. During the six month periods ended June, 2023 and 2022, Mawson Infrastructure Group Pty Ltd paid Defender Investment Management Pty Ltd $363,611 and $262,802 respectively, in lieu of paying Mr. Manning directly for his employment. These payments were disclosed in the Executive Summary Compensation table in the Company’s 2022 and 2023 Proxy Statements. Mr. James Manning, is a director and a significant stockholder of the Company, and is a director of Defender Investment Management Pty Ltd. Manning family members have equity interests in and control Defender Investment Management Pty Ltd. During the six month periods ended June, 2023 and 2022, Mawson Infrastructure Group Pty Ltd paid Manning Motorsports Pty Ltd $35,495 and $41,525 respectively, for vehicle services. James Manning, a director and a significant stockholder of the Company, has direct interests in and is a director of Manning Motorsports Pty Ltd. During the six month periods ended June, 2023 and 2022, Mawson Infrastructure Group Pty Ltd paid International Cargo Solutions, a division of Flynt ICS Pty Ltd, $841,042 and $4,464,097 respectively, for freight services. Manning Capital Holdings Pty Ltd, a company associated with Mr. Manning may have had debt interests in Flynt ICS Pty Ltd. Vertua Ltd entered into an agreement to acquire International Cargo Solutions, a division of Flynt ICS Pty Ltd in October 2022. The transaction closed on June 30, 2023. James Manning, a director and a significant stockholder of the Company, is also a director of Vertua Ltd. Manning family members own interests in Vertua Ltd. There may be additional related party transactions. Mr. James Manning has not signed a declaration of related party transactions to the Company’s satisfaction at the time of this filing. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On July 18, 2023 Luna Squares LLC paid to Celsius Mining LLC $3.33 million as principal and interest related to the Celsius Promissory Note. On July 20, 2023 we received a notice from Celsius Mining LLC that Celsius Mining LLC does not intend to renew its Co-Location Agreement, under which it receives hosting services from Luna Squares LLC (a subsidiary of the Company), and that it will expire in accordance with its terms. Celsius Mining LLC is the Company’s only hosting customer. The Company hosts approximately 20,000 miners for Celsius Mining LLC. Celsius Mining LLC has made certain allegations against Luna Squares LLC in respect of its performance under the Co-Location Agreement. Luna Squares LLC has made certain allegations again Celsius Mining LLC in respect of its performance under the Co-Location Agreement. There is a risk of dispute or litigation arising out of these allegations. On July 25, 2023, a Debtors’ Ex Parte Motion for an Order Under Federal Rules of Bankruptcy Procedure 2004 and 9016 for Subpoenas for Examination of, and Production of Documents From, Mawson Infrastructure Group Inc., Luna Squares, and Cosmos Infrastructure LLC was filed, and the Bankruptcy Court entered an order on July 26, 2023, authorizing the Debtors to take discovery of the Mawson Entities . The Debtors intend to take discovery of the Mawson Entities to evaluate the status of the liens securing the Celsius Promissory Note and other potential claims the Debtors may have against the Mawson Entities, including with respect to the Co-Location Agreement. The discovery process is ongoing. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 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 represent 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 a reverse stock split of its outstanding common stock at a ratio of 1:6 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 change 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. |
Revenue Recognition | 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 judgment 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. Hosting Co-location revenue The Company provides power for our co-location hosting customers on a variable basis. Revenue is currently received monthly from the customer based on the power usage at the rate outlined in each customer contract. The Company recognizes variable power revenue each month as the uncertainty related to the consideration is resolved, power is provided to customers, and customers utilize the power (the customer simultaneously receives and consumes the benefits of the Company’s performance). The customer contracts contain variable consideration to be allocated to and recognized in the period to which the consideration relates. Usually this is when it is invoiced, rather than obtaining an estimation of variable consideration at the beginning of the customer contracts. Customers also are invoiced a fixed monthly fee for maintenance services which include cleaning, cabling and other services to maintain the customers’ equipment. Revenue recognition – equipment sales The Company earned revenues from the sale of earlier generation digital currency mining units and modular data centers that have been assembled or refurbished for resale (collectively “Hardware”). Revenue from the sale of Hardware is recognized upon transfer of control of the Hardware to the customer. At the date of sale, the net book value is expensed in cost of revenues. Revenue recognition – net energy benefits In exchange for powering down the Company’s systems and curtailing power, in response to instances of high electricity demand, the Company receives net energy benefits from the grid. The Company also has a power pricing arrangement pursuant to which it can trade energy to achieve net energy benefits. Revenue for curtailing power is recognized over the period of time that the services are being provided. The Company estimates the amount of curtailable power and the expected payment for that power and recognizes revenue based on the proportion of the service that has been provided. In this arrangement the Company is considered the principal and revenue is recognized on a gross basis. |
Property and equipment | 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 is included in the income statement. 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 financial instruments | Fair value of 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 June 30, 2023 Total fair June 30, Quoted prices Significant other Significant Derivative asset $ 5,174,446 - - $ 5,174,446 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 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 expires 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. |
Stock based compensation | Stock based compensation The Company follows ASC 718-10 Compensation-Stock Compensation |
Digital currencies | 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 three months and six months ended June 30, 2023: Three Six Opening number of Bitcoin held as at March 31, 2023 and December 31, 2022 1.02 0 Number of Bitcoin received 181.62 302.73 Number of Bitcoin sold (182.64 ) (302.73 ) Closing number of Bitcoin held as at June 30, 2023 0 0 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 for 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 six month periods ended June 30, 2023 and 2022. |
Equity method investments | Equity method investments Equity investments are accounted for under the equity method if we are able to exercise significant influence, but not control, over an investee. Our share of the earnings or losses as reported by the investees is classified as income from equity investees on our consolidated condensed statements of operations. The investments are evaluated for impairment annually and when facts and circumstances indicate that the carrying value may not be recoverable. If a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in our consolidated condensed statements of operations. |
Recent Accounting Pronouncements | 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, 2023. 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) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | 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 |
Schedule of Fair Value Measurement | 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 June 30, 2023 Total fair June 30, Quoted prices Significant other Significant Derivative asset $ 5,174,446 - - $ 5,174,446 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 | The following table presents the Company’s digital currency (Bitcoin) activities for the three months and six months ended June 30, 2023: Three Six Opening number of Bitcoin held as at March 31, 2023 and December 31, 2022 1.02 0 Number of Bitcoin received 181.62 302.73 Number of Bitcoin sold (182.64 ) (302.73 ) Closing number of Bitcoin held as at June 30, 2023 0 0 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Basic and Diluted Net Loss Per Share [Abstract] | |
Schedule of Computation of Diluted Loss 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 June 30, 2023 and 2022 are as follows: As at June 30, 2023 2022 Warrants to purchase common stock 5,546,122 1,065,278 Options to purchase common stock 1,750,417 4,910 Restricted Stock-Units (“RSUs”) issued under a management equity plan 4,443,516 408,288 11,740,055 1,478,476 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs Recognized In the Consolidated Condensed Statements of Operations | The Company’s lease costs recognized in the Consolidated Condensed Statements of Operations consist of the following: For the three months ended For the six months ended 2023 2022 2023 2022 Operating lease charges (1) $ 404,778 $ 434,977 $ 811,991 $ 802,112 Finance lease charges: Amortization of right-of-use assets $ 8,143 $ 8,094 $ 16,287 $ 12,396 Interest on lease obligations $ 1,310 $ 2,468 $ 4,021 $ 3,946 (1) Included in selling, general and administrative expenses. |
Schedule of Lease Liabilities by Contractual Maturity | The following is a schedule of the Company’s lease liabilities by contractual maturity as of June 30, 2023: Operating Finance 2023 $ 858,374 $ 19,088 2024 1,548,388 38,176 2025 592,926 38,176 2026 434,033 15,016 2027 70,191 - Total undiscounted lease obligations 3,503,912 110,456 Less imputed interest (375,676 ) (11,597 Total present value of lease liabilities 3,128,236 98,859 Less current portion of lease liabilities 1,649,529 31,859 Non-current lease liabilities $ 1,478,707 $ 67,000 Operating Finance Operating cash out flows from leases $ 728,837 $ 19,088 Weighted-average remaining lease term (years) 2.33 2.89 Weighted-average discount rate (%) 8.9 % 7.5 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property And Equipment, Net | Property and equipment, net, consisted of the following: June 30, December 31, Plant and equipment $ 4,672,674 $ 4,263,662 Computer equipment 162,060 163,060 Furniture and fixtures 28,703 29,492 Processing machines (Miners) 102,164,610 103,337,719 Modular data center 24,935,634 19,713,534 Motor vehicles 357,704 326,704 Transformers 9,893,024 4,596,892 Low-cost assets 1,134,858 995,292 Assets under construction 5,183,049 11,592,582 Leasehold improvements 487,527 487,527 Total 149,019,843 145,506,464 Less: Accumulated depreciation (70,490,369 ) (54,489,966 ) Property and equipment, net $ 78,529,474 $ 91,016,498 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes [Abstract] | |
Schedule of Effective Tax Rate | The Company has maintained a full valuation allowance for federal and the majority of its state jurisdictions. For the three months ended June 30, 2023 2022 Effective income tax rate 0.00 % 0.00 % For the six months ended June 30, 2023 2022 Effective income tax rate 0.00 % 0.00 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders Equity [Abstract] | |
Schedule of Stock-Based Compensation Expense | The Company recognized stock-based compensation expense during the three and six months ended June 30, 2023 and 2022 as follows: For the three months ended For the six months ended 2023 2022 2023 2022 Performance-based restricted stock awards $ 166,779 $ 187,648 $ 333,558 $ 353,924 Service-based restricted stock awards 19,997 248,086 49,992 305,586 Stock issued to consultants - - 307,069 - Common stock warrant expense 500,500 500,500 1,001,000 667,333 Total stock-based compensation $ 687,276 $ 936,234 $ 1,691,619 $ 1,326,843 |
Schedule of Restricted Stock Awards Activity | The following table presents a summary of the Company’s performance-based awards restricted stock awards activity: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2022 342,310 - 8.33 $ 472,388 Issued - - Exercised (100,000 ) - 318,000 Expired - - Outstanding as of June 30, 2023 242,310 - 9.04 $ 457,966 Exercisable as of June 30, 2023 144,327 - 4.97 $ 272,778 |
Schedule of Service-Based Awards | The following table presents a summary of the Company’s service-based awards activity: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2022 74,246 - 8.42 102,459 Issued 4,140,720 - Exercised (13,760 ) - 43,744 Expired - - Outstanding as of June 30, 2023 4,201,206 - 2.84 7,940,279 Exercisable as of June 30, 2023 60,486 - 0.13 114,319 |
Schedule of Stock Options Awards Activity | The following table presents a summary of the Company’s Stock options awards activity: Number of Weighted Weighted Outstanding as of December 31, 2022 417 $ 35.90 1.26 Issued 1,750,000 1.89 Exercised - - Expired - - Outstanding as of June 30, 2023 1,750,417 $ 1.90 10.0 Exercisable as of June 30, 2023 417 $ 35.90 1.26 |
Schedule of Outstanding Stock Warrants | A summary of the status of the Company’s outstanding stock warrants and changes during the six months ended June 30, 2023, is as follows: Number of Weighted Weighted Outstanding as of December 31, 2022 2,825,278 Issued 2,967,512 14.31 3.69 Exercised (246,668 ) - - Expired - - - Outstanding as of June 30, 2023 5,546,122 $ 14.31 3.39 Warrants exercisable as of June 30, 2023 5,546,122 $ 14.31 3.69 |
General (Details)
General (Details) $ in Thousands | 6 Months Ended | ||
Jul. 20, 2023 USD ($) Miner | Jun. 30, 2023 USD ($) | Jun. 30, 2023 AUD ($) | |
General (Details) [Line Items] | |||
Digital asset, description | Mawson owned 23,458 Application-Specific Integrated Circuit (“ASIC”) computers known as “Miners,” specifically focused on the SHA-256 algorithm. | ||
Loss after tax | $ 29,030,000 | ||
Net current liabilities | 32,300,000 | ||
Net assets | 55,330,000 | ||
Accumulated deficit | 150,700,000 | ||
Cash | 5,610,000 | ||
Bitcoin price amount | $ 30,000 | ||
Bitcoin trending higher percentage | 70% | 70% | |
Secured loan | $ 20,000,000 | ||
Principal and interest amount | 3,330,000 | ||
Loan Facility | 970,000 | $ 1,460 | |
Minimum [Member] | |||
General (Details) [Line Items] | |||
Bitcoin price amount | 16,000 | ||
Maximum [Member] | |||
General (Details) [Line Items] | |||
Bitcoin price amount | 67,000 | ||
Subsequent Event [Member] | |||
General (Details) [Line Items] | |||
Number of miners (in Miner) | Miner | 20,000 | ||
Celsius Mining LLC [Member] | |||
General (Details) [Line Items] | |||
Outstanding balance | 11,330,000 | ||
Celsius Mining LLC [Member] | Subsequent Event [Member] | |||
General (Details) [Line Items] | |||
Amount failed to pay pre and post petition | $ 3,400,000 | ||
Marshall Investments GCP Pty Ltd [Member] | |||
General (Details) [Line Items] | |||
Outstanding amount | 8,070,000 | ||
W Capital Advisors Pty Ltd [Member] | |||
General (Details) [Line Items] | |||
Outstanding amount | 500,000 | ||
Loan Facility | 5,200,000 | $ 8,000 | |
Celsius Mining LLC [Member] | |||
General (Details) [Line Items] | |||
Advance deposit amount | $ 15,330,000 | ||
Marshall Investments GCP Pty Ltd [Member] | |||
General (Details) [Line Items] | |||
Interest payment | $ 500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - shares | 6 Months Ended | |
Feb. 06, 2023 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||
Reverse stock split | Mawson executed a reverse stock split of its outstanding common stock at a ratio of 1:6 | |
Authorized common stock shares | 90,000,000 | |
Discount rate | 20% | |
Treasury bond term | 10 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives | 6 Months Ended |
Jun. 30, 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 ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Measurement [Line Items] | ||
Derivative asset | $ 5,174,446 | $ 11,299,971 |
Marketable securities | 3,243,957 | |
Fair value measured, Quoted prices in active markets (Level 1) [Member] | ||
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) [Member] | ||
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) [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Measurement [Line Items] | ||
Derivative asset | $ 5,174,446 | 11,299,971 |
Marketable securities |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Digital Currency - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Schedule of Digital Currency [Abstract] | ||
Opening number of Bitcoin held as at March 31, 2023 and December 31, 2022 | $ 1.02 | $ 0 |
Number of Bitcoin received | 181.62 | 302.73 |
Number of Bitcoin sold | (182.64) | (302.73) |
Closing number of Bitcoin held as at June 30, 2023 | $ 0 | $ 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 | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of computation of diluted loss per share [Abstract] | ||
Warrants to purchase common stock | 5,546,122 | 1,065,278 |
Options to purchase common stock | 1,750,417 | 4,910 |
Restricted Stock-Units (“RSUs”) issued under a management equity plan | 4,443,516 | 408,288 |
Total | 11,740,055 | 1,478,476 |
Leases (Details)
Leases (Details) - ft² | 6 Months Ended | ||
Jun. 30, 2023 | May 24, 2023 | May 01, 2023 | |
Leases [Abstract] | |||
Lease description | The term of the lease is for four years, with an option to extend for five years. | ||
Corning, Ohio [Member] | |||
Leases [Abstract] | |||
Area of undeveloped site | 64,600 | ||
Bellefonte, PA [Member] | |||
Leases [Abstract] | |||
Area of undeveloped site | 9,918 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Costs Recognized In the Consolidated Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Leases [Abstract] | |||||
Operating lease charges | [1] | $ 404,778 | $ 434,977 | $ 811,991 | $ 802,112 |
Amortization of right-of-use assets | 8,143 | 8,094 | 16,287 | 12,396 | |
Interest on lease obligations | $ 1,310 | $ 2,468 | $ 4,021 | $ 3,946 | |
[1] Included in selling, general and administrative expenses. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Lease Liabilities by Contractual Maturity | Jun. 30, 2023 USD ($) |
Operating leases [Member] | |
Leases (Details) - Schedule of Lease Liabilities by Contractual Maturity [Line Items] | |
2023 | $ 858,374 |
2024 | 1,548,388 |
2025 | 592,926 |
2026 | 434,033 |
2027 | 70,191 |
Total undiscounted lease obligations | 3,503,912 |
Less imputed interest | (375,676) |
Total present value of lease liabilities | 3,128,236 |
Less current portion of lease liabilities | 1,649,529 |
Non-current lease liabilities | 1,478,707 |
Operating cash out flows from leases | $ 728,837 |
Weighted-average remaining lease term (years) | 2 years 3 months 29 days |
Weighted-average discount rate (%) | 8.90% |
Finance Leases [Member] | |
Leases (Details) - Schedule of Lease Liabilities by Contractual Maturity [Line Items] | |
2023 | $ 19,088 |
2024 | 38,176 |
2025 | 38,176 |
2026 | 15,016 |
2027 | |
Total undiscounted lease obligations | 110,456 |
Less imputed interest | 11,597 |
Total present value of lease liabilities | 98,859 |
Less current portion of lease liabilities | 31,859 |
Non-current lease liabilities | 67,000 |
Operating cash out flows from leases | $ 19,088 |
Weighted-average remaining lease term (years) | 2 years 10 months 20 days |
Weighted-average discount rate (%) | 7.50% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 18, 2023 | |
Property and Equipment (Details) [Line Items] | |||||
Depreciation and amortization expense | $ 8,790 | $ 16,020 | $ 16,750 | $ 29,830 | |
Luna Squares Texas LLC [Member] | |||||
Property and Equipment (Details) [Line Items] | |||||
Membership interest percentage | 100% | ||||
Cash and stablecoins | $ 8,500 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment, Net - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 149,019,843 | $ 145,506,464 |
Less: Accumulated depreciation | (70,490,369) | (54,489,966) |
Property and equipment, net | 78,529,474 | 91,016,498 |
Plant and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,672,674 | 4,263,662 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 162,060 | 163,060 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 28,703 | 29,492 |
Processing machines (Miners) [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 102,164,610 | 103,337,719 |
Modular data center [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 24,935,634 | 19,713,534 |
Motor vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 357,704 | 326,704 |
Transformers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,893,024 | 4,596,892 |
Low-cost assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,134,858 | 995,292 |
Assets under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,183,049 | 11,592,582 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 487,527 | $ 487,527 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Effective Tax Rate | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Effective Tax Rate [Abstract] | ||||
Effective income tax rate | 0% | 0% | 0% | 0% |
Borrowings (Details)
Borrowings (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||
Sep. 02, 2022 | Jul. 08, 2022 | Jul. 18, 2023 | Nov. 30, 2022 | Jun. 30, 2023 | Feb. 23, 2023 | Sep. 29, 2022 | Dec. 31, 2021 | |
Borrowings (Details) [Line Items] | ||||||||
Outstanding balance | $ 8,070,000 | |||||||
Interest payment | $ 500,000 | |||||||
Interest rate | 12% | 15% | ||||||
Description of debt instrument | On September 2, 2022, MIG PL entered into a Secured Loan Facility Agreement with W Capital Advisors Pty Ltd with a total loan facility of AUD$3.00 million (USD$1.9 million). This was amended on September 29, 2022 and the loan facility was increased to AUD$8.00 million (USD$5.2 million). During the six month period ending June 30, 2023, the Company received AUD$3.00 million (USD$1.99 million) from this loan facility. As at June 30, 2023, AUD$1.46 million (USD$0.97 million) has been drawn down from this facility, all of which is classified as a current liability. | |||||||
Aggregate principal amount | $ 3.6 | |||||||
Principal repayments | $ 3,100,000 | |||||||
Current liability | $ 500,000 | |||||||
Subsequent Event [Member] | ||||||||
Borrowings (Details) [Line Items] | ||||||||
Principal and interest rate | $ 3,330,000 | |||||||
MIG Pty Ltd [Member] | ||||||||
Borrowings (Details) [Line Items] | ||||||||
Outstanding balance | 8,070,000 | |||||||
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 | $ 11,330,000 | |||||||
Principal amount | $ 20,000,000 | |||||||
Secured Convertible Promissory Notes [Member] | ||||||||
Borrowings (Details) [Line Items] | ||||||||
Principal amount | $ 3,100,000 | |||||||
Aggregate principal amount | $ 3.6 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
May 04, 2023 | May 03, 2023 | May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | May 17, 2023 | Dec. 31, 2022 | |
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued | 100,000 | 100,000 | 10,000,000 | ||||
Stock split | 10 | ||||||
Percentage of Outstanding Shares | 5% | ||||||
Number of shares reserved | 4,133,322 | 4,133,322 | |||||
Unrecognized compensation cost related (in Dollars) | $ 700,000 | $ 700,000 | |||||
Restricted stock awards (in Dollars) | 7,830,000 | 7,830,000 | |||||
Restricted stock issued (in Dollars) | $ 1,350,000 | ||||||
Cost related to the warrants issued (in Dollars) | $ 800,000 | $ 800,000 | |||||
Exercised shares | |||||||
Common stock, par value (in Dollars per share) | $ 2.4 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Pre-funded warrants | 246,668 | ||||||
Exercise price per share (in Dollars per share) | $ 0.001 | $ 3.23 | |||||
Exercise price per share (in Dollars per share) | 3.23 | ||||||
Exercise price per share (in Dollars per share) | 3 | ||||||
Purchase an aggregate | 1,666,667 | ||||||
Exercise price (in Dollars per share) | $ 6.06 | ||||||
Purchase price (in Dollars per share) | $ 2.4 | ||||||
Net of issuance costs (in Dollars) | $ 4,600,000 | ||||||
Aggregate offering price (in Dollars) | $ 9,000,000 | ||||||
Net cash proceeds (in Dollars) | $ 721,460 | ||||||
Exercises of restricted stock | 656 | ||||||
Proceeds totaling (in Dollars) | $ 186,776 | ||||||
Warrant [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Warrants at an offering price per warrant (in Dollars per share) | $ 2.399 | ||||||
2018 Equity Plan [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Stock split | 1 | ||||||
Common Stock [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued | 2,083,336 | ||||||
Exercised shares | 656 | ||||||
Warrants to purchase | 2,604,170 | ||||||
Sale of common stock | 2,083,336 | ||||||
Warrant [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Warrants to purchase | 116,667 | ||||||
Stock Option Plans [Member] | Common Stock [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Exercised shares | 2,083,336 | ||||||
ATM Agreement [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued | 239,607 | 239,607 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Stock-Based Compensation Expense - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders' Equity (Details) - Schedule of Stock-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation | 687,276 | 936,234 | 1,691,619 | 1,326,843 |
Performance-based restricted stock awards [Member] | ||||
Stockholders' Equity (Details) - Schedule of Stock-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation | 166,779 | 187,648 | 333,558 | 353,924 |
Service-based restricted stock awards [Member] | ||||
Stockholders' Equity (Details) - Schedule of Stock-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation | 19,997 | 248,086 | 49,992 | 305,586 |
Stock issued to consultants [Member] | ||||
Stockholders' Equity (Details) - Schedule of Stock-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation | 307,069 | |||
Common stock warrant expense [Member] | ||||
Stockholders' Equity (Details) - Schedule of Stock-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation | 500,500 | 500,500 | 1,001,000 | 667,333 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of Restricted Stock Awards Activity - Performance Shares [Member] - USD ($) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity (Details) - Schedule of Restricted Stock Awards Activity [Line Items] | |
Number of shares, Outstanding Beginning | 342,310 |
Weighted Average Exercise Price, Outstanding Beginning | |
Weighted Average Remaining Contractual Life, Outstanding Beginning | 8 years 3 months 29 days |
Aggregate Intrinsic Value, Outstanding Beginning | $ 472,388 |
Number of shares, Outstanding Ending | 242,310 |
Weighted Average Exercise Price, Outstanding Ending | |
Weighted Average Remaining Contractual Life , Outstanding Ending | 9 years 14 days |
Aggregate Intrinsic Value, Outstanding Ending | $ 457,966 |
Number of shares, Exercisable Ending | 144,327 |
Weighted Average Exercise Price, Exercisable Ending | |
Weighted Average Remaining Contractual Life, Exercisable Ending | 4 years 11 months 19 days |
Aggregate Intrinsic Value, Exercisable Ending | $ 272,778 |
Number of shares, Issued | |
Weighted Average Exercise Price, Issued | |
Number of shares, Exercised | (100,000) |
Weighted Average Exercise Price, Exercised | |
Aggregate Intrinsic Value, Exercised | $ 318,000 |
Number of shares, Expired | |
Weighted Average Exercise Price, Expired |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of Service-Based Awards - Service-Based Restricted Stock Awards [Member] - USD ($) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity (Details) - Schedule of Service-Based Awards [Line Items] | |
Number of shares, Outstanding, Beginning | 74,246 |
Weighted Average Exercise Price, Outstanding, Beginning | |
Weighted Average Remaining Contractual Life (in years), Beginning | 8 years 5 months 1 day |
Aggregate Intrinsic Value, Beginning | $ 102,459 |
Number of shares, Outstanding, Ending | 4,201,206 |
Weighted Average Exercise Price, Outstanding, Ending | |
Weighted Average Remaining Contractual Life (in years), Ending | 2 years 10 months 2 days |
Aggregate Intrinsic Value, Ending | $ 7,940,279 |
Number of shares, Exercisable | 60,486 |
Weighted Average Exercise Price, Exercisable | |
Weighted Average Remaining Contractual Life (in years), Exercisable | 1 month 17 days |
Aggregate Intrinsic Value, Exercisable | $ 114,319 |
Number of shares, Issued | 4,140,720 |
Weighted Average Exercise Price, Issued | |
Number of shares, Exercised | (13,760) |
Weighted Average Exercise Price, Exercised | |
Aggregate Intrinsic Value, Exercised | $ 43,744 |
Number of shares, Expired | |
Weighted Average Exercise Price, Expired |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of Stock Options Awards Activity - $ / shares | 6 Months Ended |
Jun. 30, 2023 | |
Schedule Of Stock Options Awards Activity Abstract | |
Number of shares, Outstanding Beginning | 417 |
Weighted Average Exercise Price, Outstanding Beginning | $ 35.9 |
Weighted Average Remaining Contractual Life, Outstanding Beginning | 1 year 3 months 3 days |
Number of shares, Outstanding Ending | 1,750,417 |
Weighted Average Exercise Price, Outstanding Ending | $ 1.9 |
Weighted Average Remaining Contractual Life, Outstanding Ending | 10 years |
Number of shares, Exercisable Ending | 417 |
Weighted Average Exercise Price, Exercisable Ending | $ 35.9 |
Weighted Average Remaining Contractual Life, Exercisable Ending | 1 year 3 months 3 days |
Number of shares, Issued | 1,750,000 |
Weighted Average Exercise Price, Issued | $ 1.89 |
Number of shares, Exercised | |
Exercised, Weighted Average Exercise Price, Exercised | |
Number of shares, Expired | |
Weighted Average Exercise Price, Expired |
Stockholders' Equity (Details_5
Stockholders' Equity (Details) - Schedule of Outstanding Stock Warrants - Warrant [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants, Outstanding, Beginning | 2,825,278 |
Number of Warrants, Outstanding, Warrants exercisable | 5,546,122 |
Weighted Average Exercise Price, Outstanding, Warrants exercisable (in Dollars per share) | $ / shares | $ 14.31 |
Weighted Average Remaining Contractual Life (in years), Warrants exercisable | 3 years 8 months 8 days |
Number of Warrants, Outstanding, Issued | 2,967,512 |
Weighted Average Exercise Price, Outstanding, Issued (in Dollars per share) | $ / shares | $ 14.31 |
Weighted Average Remaining Contractual Life (in years), Issued | 3 years 8 months 8 days |
Number of Warrants, Outstanding, Exercised | (246,668) |
Weighted Average Exercise Price, Outstanding, Exercised (in Dollars per share) | $ / shares | |
Weighted Average Remaining Contractual Life (in years), Exercised | |
Number of Warrants, Outstanding, Expired | |
Weighted Average Exercise Price, Outstanding, Expired (in Dollars per share) | $ / shares | |
Weighted Average Remaining Contractual Life (in years), Expired | |
Number of Warrants, Outstanding, Outstanding, Ending | 5,546,122 |
Weighted Average Exercise Price, Outstanding, Outstanding, Ending (in Dollars per share) | $ / shares | $ 14.31 |
Weighted Average Remaining Contractual Life (in years), Outstanding, Ending | 3 years 4 months 20 days |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | ||
Mar. 16, 2022 | Jun. 30, 2023 | Jun. 30, 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 | $ 154,224 | $ 102,750 | |
Tax advisory services | 42,741 | 10,124 | |
Accounting labor services | 48,223 | 25,167 | |
Corporate management services | 363,611 | 262,802 | |
Vehicle service amount | 35,495 | 41,525 | |
Services amounts | $ 841,042 | $ 4,464,097 | |
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) - Subsequent Event [Member] $ in Thousands | 1 Months Ended | |
Jul. 18, 2023 USD ($) | Jul. 20, 2023 Miner | |
Subsequent Events (Details) [Line Items] | ||
Principal amount of interest related promissory note | $ | $ 3,330 | |
Number of miner | Miner | 20,000 |