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What changed in Mawson Infrastructure Group Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mawson Infrastructure Group Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+296 added−226 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-28)

Top changes in Mawson Infrastructure Group Inc.'s 2025 10-K

296 paragraphs added · 226 removed · 171 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAI and HPC Colocation business Mawson offers other businesses and customers in the AI/HPC markets the opportunity to colocate their specialized computers and GPUs used for computation and processing purposes and other equipment within our facilities. Mawson expects to generate revenue from these customers for their use of our colocation services and facilities.
Biggest changeMawson works with the communities in which it is involved to attract and retain the talent and employees needed to run this business. 2 AI and HPC Colocation Business Mawson’s facilities and ready access to power offer other businesses and customers in the AI and HPC markets the opportunity to colocate their specialized computers and graphics processing units (“GPUs”) used for computation and processing purposes and other equipment within our facilities.
In return for providing this security to the Bitcoin ledger, Bitcoin miners are rewarded with Bitcoin. The decentralized ledger is the key innovation of the Bitcoin protocol. It is a public ledger that can be viewed by anyone with specialist knowledge and is typically kept by more than one entity.
In return for providing this security to the Bitcoin ledger, Miners are rewarded with Bitcoin. The decentralized ledger is the key innovation of the Bitcoin protocol. It is a public ledger that can be viewed by anyone with specialist knowledge and is typically kept by more than one entity.
Suppliers Mawson engages a range of suppliers for access to hardware and software required to mine Bitcoin, provide colocation services and for its energy management program. This includes the manufacturers of the Miners, MDCs, and transformers. Mawson enters into Power Purchase Agreements (“PPA”) with its power suppliers that set out the terms and duration of the supply or power.
Suppliers Mawson engages a range of suppliers for access to hardware and software required to mine Bitcoin, provide colocation services and for its energy management program. This includes the manufacturers of the Miners, MDCs, and transformers. Mawson enters into Power Purchase Agreements (“PPA”) with its power suppliers that set out the terms and duration of the supply of power.
Mawson tracks various stakeholders in the market to monitor changes in the market and environment that could potentially impact the energy management business. Digital Assets Mining Digital asset mining involves the use of Miners to solve algorithmic problems, for example in order to update the distributed or decentralized ledger of Bitcoin transactions securely.
Mawson tracks various stakeholders in the market to monitor changes in the market and environment that could potentially impact the energy management business. Digital Assets Mining Digital asset mining involves the use of Miners to solve algorithmic problems, for example to update the distributed or decentralized ledger of Bitcoin transactions securely.
Our Products and Services Mawson’s business Mawson has four main businesses: ● Digital Colocation ● AI and HPC Colocation ● Energy Management, and ● Digital Assets Mining 1 Digital Colocation Business Mawson offers other businesses and customers the opportunity to colocate their specialized computers used in mining digital assets (“Miners”) and other equipment within our facilities.
Our Products and Services Mawson has four main businesses: ● Digital Colocation ● AI and HPC Colocation ● Energy Management, and ● Digital Assets Mining 1 Digital Colocation Business Mawson offers customers the opportunity to colocate their specialized computers used in mining digital assets (“Miners”) and other equipment within our facilities.
We hope to support the growth of further renewable or sustainable power into the grid. We also enter into arrangements where we may be compensated in certain circumstances if we curtail, reduce or cease our energ y usage. Typically, this will occur when energy prices spike, and the mining of Bitcoin may become unprofitable.
We hope to support the growth of further renewable or sustainable power into the grid. We also enter into arrangements where we may be compensated in certain circumstances if we curtail, reduce or cease our energy usage. Typically, this will occur when energy prices spike, and the mining of Bitcoin may become unprofitable.
Further, there could be reputational damage to our business caused by increased negative publicity surrounding digital assets and the apparent effects on the environment. If power costs rise so high as to put certain industries at risk, legislators may intervene in energy markets to direct energy to certain industries.
Further, there could be reputational damage to our business caused by increased negative publicity surrounding digital assets, AI and HPC and the apparent effects on the environment. If power costs rise so high as to put certain industries at risk, legislators may intervene in energy markets to direct energy to certain industries.
Mawson uses proprietary financial models and analysis, which it is constantly refining, that Mawson utilizes to optimize its participation in the energy management programs and how to adapt its energy usage in line with the needs of the grid.
Mawson uses proprietary financial models and analyses, which it is constantly refining, that Mawson utilizes to optimize its participation in the energy management programs and how to adapt its energy usage in line with the needs of the grid.
The original equipment used for mining Bitcoin utilized the Central Processing Unit (“CPU”) of a computer to mine various forms of digital assets. Due to performance limitations and growing competition to mine Bitcoin, CPU mining was rapidly replaced by the Graphics Processing Unit (“GPU”), which was in turn replaced by Application-Specific Integrated Circuit (“ASIC”) Miners.
The original equipment used for mining Bitcoin utilized the Central Processing Unit (“CPU”) of a computer to mine various forms of digital assets. Due to performance limitations and growing competition to mine Bitcoin, CPU mining was rapidly replaced by the GPU, which was in turn replaced by Application-Specific Integrated Circuit (“ASIC”) Miners.
Environment and Sustainability Digital asset mining requires a large amount of computing power, which in turn requires a large amount of electricity. At Mawson, we recognize the important role digital asset mining can play in supporting the energy grid and we seek to utilize and support renewable or sustainable energy sources.
Environment and Sustainability Digital asset mining, AI and HPC require a large amount of computing power, which in turn requires a large amount of electricity. At Mawson, we recognize the important role digital asset mining, AI and HPC can play in supporting the energy grid and we seek to utilize and support renewable or sustainable energy sources.
Such fees can provide upfront benefits, which helps decrease risk in the business, and potentially enables Mawson to have different types of revenue streams.
Such fees can provide upfront benefits, which help to decrease risk in the business, and potentially enables Mawson to have different types of revenue streams.
Mawson works closely with PJM market participants and others to help ensure they stay up to date with the latest power provider programs. Mawson closely monitors the power markets and pricing in order to identify ways to maintain or enhance its profitability from potential opportunities.
Mawson works closely with PJM Energy Market participants and others to help ensure Mawson stays up to date with the latest power provider programs. Mawson closely monitors the power markets and pricing in order to identify ways to maintain or enhance its profitability from potential opportunities.
Government Regulation Government regulation of AI/HPC and digital assets is being actively considered by the US government (both at the federal and state levels) and by non-US governments, and their agencies and regulatory bodies.
Government Regulation Government regulation of AI/HPC and digital assets is being actively considered by the U.S. government (both at the federal and state levels), by non-U.S. governments, and by their agencies and regulatory bodies.
The Company manages and operates digital infrastructure platforms and data centers delivering a total current capacity of approximately 129 megawatts (“MW”) with its current operational sites with an additional 24 MW of future capacity that is under development, all strategically located in locations served by the Pennsylvania-New Jersey-Maryland Interconnection (“PJM”) Energy Market in the United States of America (the “PJM Energy Market”).
The Company manages and operates digital infrastructure platforms and data centers delivering a total current capacity of approximately 129 megawatts (“MW”) with its current operational sites, with additional future capacity under development, all strategically located in locations served by the Pennsylvania-New Jersey-Maryland Interconnection Energy Market (the “PJM Energy Market”) in the United States.
Shares of Mawson’s common stock, par value $0.001 per share (“Common Stock”) have been listed on The Nasdaq Capital Market since September 29, 2021. Our principal place of business is 950 Railroad Avenue, Midland, Pennsylvania 15059. Our contact email is info@mawsoninc.com, and our website is www.mawsoninc.com. Shares of our Common Stock are listed on The Nasdaq Capital Market.
Shares of Mawson’s common stock, par value $0.001 per share (“Common Stock”) have been listed on The Nasdaq Capital Market since September 29, 2021. Our principal place of business is 950 Railroad Avenue, Midland, Pennsylvania 15059. Our contact email is info@mawsoninc.com, and our website is www.mawsoninc.com. Available Information Our investor relations website and corporate information is available at www.mawsoninc.com.
The main factors affecting Mawson’s digital colocation profitability are (in no particular order): ● Reliance on several large, single digital colocation services customers; ● Ability to acquire competitively priced power and provide competitive digital infrastructure platforms and services; and ● Ability to hire and retain the talent and employees needed to provide digital colocation services and other functions. 2 The Company currently has numerous colocation services customer contracts.
The main factors affecting Mawson’s digital colocation profitability are (in no particular order): ● Reliance on several large, single digital colocation services customers; ● Ability to acquire competitively priced power and provide competitive digital infrastructure platforms and services; and ● Ability to hire and retain the talent and employees needed to provide digital colocation services and other functions.
This kind of arrangement is known as “colocation” and can be customized and tailored for each customer’s situation and their and Mawson’s strategy and allows us to supplement or diversify our income streams, while adjusting our risk profile. For example, customers may agree to be charged upfront digital infrastructure fees, minimum fees, and maintenance fees.
This kind of arrangement can be customized and tailored for each customer’s situation and allows us to supplement or diversify our income streams, while adjusting our risk profile. For example, customers may agree to be charged upfront digital infrastructure fees, minimum fees, and maintenance fees.
The members of the mining pool then receive Bitcoin rewards on a pro rata basis based on total hashing capacity they contributed to the mining pool. This is intended to reduce the variance of our Bitcoin rewards, and therefore revenue, generation. At this time, Mawson typically liquidates any mined Bitcoin within a reasonable time after receipt.
The members of the mining pool then receive Bitcoin rewards on a pro rata basis based on total hashing capacity they contributed to the mining pool. This is intended to reduce the variance of our Bitcoin rewards, and therefore revenue, generation. Mawson routinely liquidates any mined Bitcoin.
In addition, the reward for Bitcoin mining is scheduled to halve approximately every 4 years. This phenomenon, which is a feature of the Bitcoin protocol, is known as “halving.” The Bitcoin blockchain has undergone halving three times since its inception, on November 28, 2012, July 9, 2016, May 11, 2020, and April 19, 2024.
In addition, the reward for Bitcoin mining is scheduled to halve approximately every four years, a feature of the Bitcoin protocol known as a “halving”. The Bitcoin blockchain has undergone four halving events since inception, on November 28, 2012, July 9, 2016, May 11, 2020, and April 19, 2024.
Available on this website, free of charge, are the reports that we file or furnish with the SEC, corporate governance information (including our Code of Business Conduct and Ethics) and select press releases and other relevant information. 8
The information on, or that may be accessed from, our website is not a part of this Annual Report. Available on this website, free of charge, are the reports that we file or furnish with the SEC, corporate governance information (including our Code of Ethics and Business Conduct) and select press releases and other relevant information. 8
Mawson can increase its hash rate in a number of ways, including by acquiring and operating more Miners, ensuring that as many of its Miners are online and operational at all times, and by increasing the hashing capability of its Miners (for example, by providing optimal operating conditions and maintenance).By operating more Miners, Mawson will also most likely increase the amount of power it requires to operate the Miners, thus increasing its costs.
Mawson can increase its hash rate in a number of ways, including by acquiring and operating more Miners, ensuring that as many of its Miners are online and operational at all times, and by increasing the hashing capability of its Miners (for example, by providing optimal operating conditions and maintenance).
Minimum fees can help generate revenue during more challenging periods in the digital infrastructure markets or when our own digital mining may not be as profitable (for example, due to high energy prices, high network difficulty, and volatility in digital assets prices). Counter-party risk is a key issue when entering into colocation arrangements with customers.
Minimum fees can help generate revenue during more challenging periods in the digital infrastructure markets or when our own digital mining may not be as profitable (for example, due to high energy prices, high network difficulty, and volatility in digital assets prices).
The Company has a strategy to prioritize the usage of carbon-free energy sources, including nuclear energy, to power its digital infrastructure platforms and computational machines.
The Company has a strategy to prioritize the usage of carbon-free energy sources, including nuclear energy, to power its digital infrastructure platforms and computational machines to support the rapid growth of the digital economy in an environmentally sustainable way.
There is a risk that a change in any of these factors could have a detrimental effect on Mawson’s business. While Mawson takes steps to mitigate these risks, they cannot be avoided altogether. In particular, the market price of Bitcoin can be volatile, sometimes being subject to major changes in value in short time periods.
There is a risk that a change in any of these factors could have a detrimental effect on Mawson’s business. While Mawson takes steps to mitigate these risks, they cannot be avoided altogether. In particular, the market price of Bitcoin is highly volatile and has historically been subject to significant fluctuations over a short period of time.
Increased use of electrical power increases the cost of solving a block and, therefore, the relative cost of mining Bitcoin. This increase in network difficulty also means that it can become harder for individual mining operations to find a block and earn any reward or transaction fees for their mining efforts.
This increase in network difficulty also means that it can become harder for individual mining operations to find a block and earn any reward or transaction fees for their mining efforts.
We compete with other digital asset mining companies directly for the acquisition of new Miners and raising capital. Bitcoin miners, including Mawson, also compete with more traditional industries, for example when obtaining the lowest cost, sustainable electricity or access to sites with reliable sources of power.
Bitcoin Miners, including Mawson, also compete with more traditional industries, for example when obtaining the lowest cost, sustainable electricity or access to sites with reliable sources of power.
ITEM 1. BUSINESS. Overview General Mawson Infrastructure Group Inc. (“Mawson,” the “Company,” “we,” “us,” and “our”) is a technology company focused on digital infrastructure platforms, headquartered in the United States of America.
ITEM 1. BUSINESS. Overview General Mawson Infrastructure Group Inc. (“Mawson,” the “Company,” “we,” “us,” and “our”) is a technology company focused on digital infrastructure platforms, headquartered in the United States. The Company designs, builds and operates next-generation digital infrastructure platforms for enterprise customers and for its own purposes.
Additionally, Mawson has service agreements in place with its customers that it believes provide the terms and protections to drive the profitability of the Digital Colocation business. Mawson also has power agreements in the Pennsylvania-New Jersey-Maryland Interconnection (“PJM”) markets that are expected to provide it the competitive pricing needed for its customers.
The Company currently has one colocation services customer contract. Additionally, Mawson has service agreements in place with its customers that it believes provide the terms and protections to drive the profitability of the Digital Colocation business. Mawson also has power agreements in the PJM Energy Market that are expected to provide it the competitive pricing needed for its customers.
Many Bitcoin mining operations are not publicly operated, and therefore data is not readily available. 6 Publicly Listed companies operating comparable businesses include: ● Marathon Digital Holdings Inc. ● Core Scientific, Inc. ● Applied Digital Corp. ● Cipher Mining Inc. ● Hut 8 Mining Corp. ● Bitfarms Ltd ● HIVE Blockchain Technologies, Inc. ● TeraWulf, Inc. ● Ionic fka Celsius Human Capital Our employees and talent are critical to our success.
Many Bitcoin mining operations are not publicly operated, and therefore data is not readily available. 6 Publicly Listed companies operating comparable businesses include: ● MARA Holdings, Inc. ● Core Scientific, Inc. ● Applied Digital Corporation ● Cipher Mining Inc. ● Hut 8 Mining Corp. ● CleanSpark, Inc. ● Riot Platforms, Inc, ● Bitdeer Technologies Group ● BitFuFu, Inc. ● Bitfarms Ltd ● HIVE Digital Technologies Ltd. ● TeraWulf, Inc. ● Ionic Digital Inc.
The Company also has an energy management business, which utilizes software and analysis, to generate revenue when the Company participates in energy management program related to the real-time needs of the grid. The Company also periodically transacts in digital computational machines, data center infrastructure, and related equipment, subject to business and commercial opportunities.
The Company also has an energy management business, which utilizes software and analysis, to generate revenue when the Company participates in energy management programs related to the real-time needs of the power grid.
Energy Management Business Mawson has developed several energy management program capabilities. To power all the compute at its facilities, Mawson uses substantial amounts of energy. This means that energy is a material input cost for Mawson’s operations. If energy prices are higher, then the cost of running the compute may impact our business.
This means that energy is a material input cost for Mawson’s operations. If energy prices are higher, then the cost of running the compute may impact our business.
Mawson does not hold any material amount of Bitcoin on its balance sheet. Mawson’s strategy is to operate as a mining operation, rather than a digital assets investment company. This means that Mawson regularly liquidates its Bitcoin holdings for traditional fiat currency.
Mawson’s strategy is to operate as a mining operation, rather than a digital assets investment company. This means that Mawson regularly liquidates its Bitcoin holdings for traditional fiat currency. Mawson sells Bitcoin through an exchange hosted by Crypto.com on a regular basis.
As of March 3, 2025, we had 33 full-time employees while utilizing software and technology to run and optimize our operations and digital infrastructure.
Human Capital Our employees and talent are critical to our success. As of December 31, 2025, we had 33 full-time employees. Our employees utilize software and technology to run and optimize our operations and digital infrastructure.
Mawson generates revenue from these customers for their use of our digital colocation services and facilities. The customer typically keeps all digital assets such as Bitcoin mined in this manner, while paying Mawson fees for providing digital colocation services.
The first type of agreement is a colocation agreement where the customer typically keeps all digital assets such as Bitcoin mined in this manner, while paying Mawson fees for providing digital colocation services.
Regulations may substantially change in the future, and it is presently not possible to know how regulations will apply to our businesses, or when they will be effective. As the regulatory and legal environments evolve, we may become subject to new laws and further regulation by the SEC and other agencies, which may affect our mining and other activities.
Regulations may substantially change in the future, and it is presently not possible to know or predict how new regulations will apply to our businesses, or when they will be effective.
For additional discussion regarding the potential risks existing and future regulation pose to our business, see Item 1A “Risk Factors” herein. Competition The AI/HPC and digital assets industry and market is dynamic and global. In addition, the Bitcoin mining network is made up of a variety of competitors, from individual “sub-scale” hobbyists to large, publicly listed mining operations.
Competition The AI/HPC and digital assets industry and market is dynamic and global. In addition, the Bitcoin mining network is made up of a variety of competitors, from individual “sub-scale” hobbyists to large, publicly listed mining operations. We compete with other digital asset mining companies directly for the acquisition of new Miners and raising capital.
The PJM Energy Market procures electricity to meet consumers’ demands both in real time and in the near term. Mawson works with the communities in which it is involved to attract and retain the talent and employees needed to run this business.
The PJM Energy Market procures electricity to meet consumers’ demands both in real time and in the near term.
ESG Governments around the world have been introducing new energy policies and legislation in response to climate change and energy security.
For additional discussion regarding the potential risks relating to our ability to attract and retain qualified personnel, see Item 1A “Risk Factors” herein. ESG Governments around the world have been introducing new energy policies and legislation in response to climate change and energy security.
Customers expect to pay Mawson a fee for the Company providing its digital infrastructure to operate and optimize their compute processing and performance of their GPUs. Counter-party risk is a key issue when entering into digital colocation arrangements with customers.
Under colocation agreements, customers expect to pay Mawson a fee for the Company providing its digital infrastructure to operate and optimize their compute processing and performance of their GPUs. Under profit-sharing agreements, we and our customer split the revenue and the associated costs in mutually agreed proportions.
This process will re-occur until the total amount of Bitcoin currency rewards issued reaches 21 million and the theoretical supply of new Bitcoin is exhausted, which is expected to occur in or around 2140.
The initial 50 Bitcoin block reward has been reduced to 3.125 Bitcoin following the most recent halving. The next halving is anticipated to occur in 2028. This process will continue until the total number of Bitcoin issued reaches 21 million, which is expected to be around the year 2140.
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On March 9, 2021, the Company acquired the shares of Cosmos Capital Limited (now known as Mawson Infrastructure Group Pty Ltd and referred to herein as “Mawson PL”) in a stock for stock exchange. This transaction has been accounted for as a reverse asset acquisition.
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The Company provides services spanning artificial intelligence (“AI”), high-performance computing (“HPC”), digital assets including Bitcoin mining, and other intensive compute applications. The Company delivers both self-mining operations and colocation services to enterprise customers with a vertically integrated infrastructure model built for scalability and efficiency.
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Shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) have been listed on The Nasdaq Capital Market since September 29, 2021. Mawson is a technology company focused on digital infrastructure platforms. The Company develops and operates digital infrastructure platforms for enterprise customers and for its own purposes.
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The PJM Energy Market is amongst the largest wholesale power markets in North America. Previously, the Company also had interests in the Australian market, however for strategic and commercial reasons, the Company is currently focused on advancing its interests in North America. The Company currently only operates facilities in the United States and does not have operating sites in Australia.
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The Company’s digital infrastructure platforms can be used to operate computing resources for a number of applications, and are offered across artificial intelligence (“AI”), high-performance computing (“HPC”), digital assets, and other computing applications.
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Mawson generates revenue from these customers for their use of our digital colocation services and facilities. We have two types of customer agreements under our digital colocation business.
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The PJM Energy Market is the largest wholesale power market in North America.
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The second type of agreement is a profit-sharing agreement where we and our customer split the mined digital asset and the associated costs at mutually agreed proration. Counter-party risk is a key issue when entering into colocation or profit-sharing arrangements with customers.
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Mawson has established relationships with several digital assets mining exchanges through which Mawson sells Bitcoin on a regular basis.
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Mawson expects to generate revenue from these customers for their use of our colocation services and facilities. As with our digital colocation business, we have two types of customer agreements under our AI and HPC colocation business, colocation agreements and profit-sharing agreements.
Removed
The original reward was 50 Bitcoin per block, but after the last halving the reward was reduced to its current level of 3.125 Bitcoin per block. The next halving for the Bitcoin blockchain is anticipated to occur in 2028.
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Counter-party risk is a key issue when entering into digital colocation or profit-sharing arrangements with customers.
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The value of Bitcoin has historically risen after each halving event, due to the reduced supply of Bitcoin, however, there can be no guarantee that this will occur again in the future, or the timing known if such an event were to happen. 5 Strategy Part of Mawson’s strategy is to identify and secure new development sites for future digital infrastructure facilities which meet our investment criteria.
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In October 2025, we launched a pilot GPU program on a major, leading decentralized AI network. Our GPU pilot’s overarching objective is to build a repeatable, scalable framework that proves a path for us to expand our role as an AI cloud or infrastructure provider across our U.S. sites.
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Available Information Our investor relations website and corporate information is available at www.mawsoninc.com. The information on, or that may be accessed from, our website is not a part of this Annual Report.
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Since launch, the GPU pilot has outperformed competing marketplace offerings on GPU performance benchmarks for deep-learning tasks, while maintaining competitive bandwidth metrics at a limited scale. Analysis of runtime optimization, pricing dynamics and network placement has contributed to our growing internal technical expertise and stress-tested infrastructure assumptions for future GPU deployments.
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We continue to refine our listing strategy, expand certification coverage, and collect data in order to accelerate deployment speed and scale in subsequent GPU rollouts. Energy Management Business Mawson has developed several energy management program capabilities. To power all the compute at its facilities, Mawson uses substantial amounts of energy.
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By operating more Miners, Mawson will also most likely increase the amount of power it requires to operate the Miners, thus increasing its costs.
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Increased use of electrical power increases the cost of solving a block and, therefore, the relative cost of mining Bitcoin, unless newer, more efficient Miners are acquired to meet increased network difficulty.
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Bitcoin’s price has appreciated following halving events due to reduced issuance in the past, but there is no guarantee that such price behavior will occur again or follow the same timing. Mining economics are also affected by changes in network “difficulty”, which adjusts approximately every two weeks to regulate the pact of block production.
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When Bitcoin’s price rises, more Miners typically join the network, which increases hashrate and pushed difficulty higher. When the price falls, difficulty can decline as the pool of Miners that exists is less efficient.
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Mining profitability depends on Bitcoin’s price, block rewards and these competitive difficulty adjustments. 5 Strategy Part of Mawson’s strategy is to identify and secure new development sites for future digital infrastructure facilities which meet our investment criteria.
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As the regulatory and legal environments evolve, we may become subject to new laws and further regulation by the SEC and other agencies, which may affect our mining and other activities. For additional discussion regarding the potential risks existing and future regulation pose to our business, see Item 1A “Risk Factors” herein.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Relating to Digital Assets Mining, Bitcoin Price and Technology - changes to the Bitcoin network’s protocols and software; - the manipulation of the blockchain by malicious actors; - failures of the Bitcoin network to be properly monitored and upgraded; - the decrease in the incentive to mine Bitcoin; - an increase in the network difficulty; - the increase of transaction fees related to digital assets; - the downward pressure on the price of Bitcoin created by firms selling their Bitcoin; - political or economic crisis or change; - the fraud or security failures of large digital asset exchanges; - the further development and acceptance of digital asset networks and other digital assets; - future digital asset and digital currency development; and - the development of quantum computing, and other new technologies. 10 Risks Relating to Laws, Regulatory Frameworks, and Legal Action - regulatory changes and changes in interpretations of existing regulations, including for digital assets like Bitcoin, or Bitcoin mining itself (including the imposition of taxes, limits on mining (or power usage), or new licensing regimes); - our ability to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002; - future developments regarding the treatment of digital assets for U.S. federal income and foreign tax purposes, or other taxes on Bitcoin mining; - regulatory intervention by governments impacting the right to mine, acquire, own, hold, sell, exchange or use Bitcoin or other digital assets; - additional legislation or guidance may be issued by U.S. and non-U.S. governing bodies that may differ significantly from our practices or interpretation of the law, which could have unforeseen effects on our financial condition and results of operations, additional legislation or guidance may be issued by U.S. and non-U.S. governing bodies that may differ significantly from our practices or interpretation of the law, which could have unforeseen effects on our financial condition and results of operations; - legislative, regulatory and litigation threats regarding climate change and energy conservation, legislative, regulatory and litigation threats regarding climate change and energy conservation; - changes to laws regarding the operation of exchanges by third parties may make the business model unsustainable and may lead to an inability to exchange mined Bitcoin for fiat currency efficiently, changes to laws regarding the operation of exchanges by third parties may make the business model unsustainable and may lead to an inability to exchange mined Bitcoin for fiat currency efficiently; - material litigation (including with our lenders and counter-parties counterparties), investigations or enforcement actions by regulators and governmental authorities; and - because there has been limited precedent set for financial accounting of Bitcoin and other digital assets, the determination that we have made for how to account for digital assets transactions may be subject to change. 11 Risks Relating to Our Business and Management We have incurred operating losses since inception.
Biggest changeRisks Relating to Laws, Regulatory Frameworks, and Legal Action - regulatory changes and changes in interpretations of existing regulations, including for digital assets like Bitcoin, or Bitcoin mining itself (including the imposition of taxes, limits on mining (or power usage), or new licensing regimes); - our ability to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002; - future developments regarding the treatment of digital assets for U.S. federal income and foreign tax purposes, or other taxes on Bitcoin mining; - regulatory intervention by governments impacting the right to mine, acquire, own, hold, sell, exchange or use Bitcoin or other digital assets; - additional legislation or guidance may be issued by U.S. and non-U.S. governing bodies that may differ significantly from our practices or interpretation of the law, which could have unforeseen effects on our financial condition and results of operations; - legislative, regulatory and litigation threats regarding climate change and energy conservation, legislative, regulatory and litigation threats regarding climate change and energy conservation; - changes to laws regarding the operation of exchanges by third parties may make the business model unsustainable and may lead to an inability to exchange mined Bitcoin for fiat currency efficiently; and - material litigation (including with our lenders and counter-parties counterparties), investigations or enforcement actions by regulators and governmental authorities. 11 Risks Relating to Our Business and Management We have incurred operating losses since inception.
Our business relies on digital assets-specific hardware such as the Miners, and containers in which to operate the Miners, and also more general plant and equipment such transformers, breakers, power boards exhaust fans, deflectors, monitoring equipment and many other parts.
Our business relies on digital assets-specific hardware such as the Miners, and containers in which to operate the Miners, and also more general plant and equipment such as transformers, breakers, power boards exhaust fans, deflectors, monitoring equipment and many other parts.
A number of factors drive the adoption of ever more efficient Miners in the Bitcoin mining industry, including energy prices, the fact the Bitcoin algorithm was designed so that as more computing power is added to the network, the difficulty to mine for each block increases, and halving events.
A number of factors drive the adoption of ever more efficient Miners in the Bitcoin mining industry, including energy prices, the fact that the Bitcoin algorithm was designed so that as more computing power is added to the network, the difficulty to mine for each block increases, and halving events.
Any such alteration of existing IRS and other foreign tax authority positions or additional guidance regarding digital asset products and transactions could result in adverse tax consequences for our business and could have an adverse effect on the value of digital asset and the broader digital assets markets.
Any such alteration of existing IRS and other foreign tax authority positions or additional guidance regarding digital asset products and transactions could result in adverse tax consequences for our business and could have an adverse effect on the value of digital assets and the broader digital assets markets.
These risks are discussed more fully below and include, but are not limited to, risks related to: Risks Relating to Our Business and Management - our history of incurring losses; - our need to, and difficulty in, raising additional capital and repossession of collateral securing current loans in default; - the potential of being delisted from Nasdaq; - downturns in the digital assets industry; - inflation; - increased interest rates; - the inability to procure needed hardware; - risks associated with our expansion into the Artificial Intelligence (“AI”) and High-Performance Computing (“HPC”) markets; - the failure or breakdown of mining equipment; - outages and limitations of internet connectivity; - access to reliable and reasonably priced electricity sources; - cyber-security threats; - our ability to obtain proper insurance; 9 - the prices of digital assets; - our reliance on a small number of key employees; - our failure to effectively manage our growth including not growing or improving our current hashrate; - the competitiveness of the digital assets industry; - global climate change and related environmental regulations; - the potential cancellation or withdrawal of required operating and other permits and licenses; and - banks and other financial institutions ceasing to provide services to people in our industry, whether through choice or due to their own insolvency or failure.
These risks are discussed more fully below and include, but are not limited to, risks related to: Risks Relating to Our Business and Management - our history of incurring losses; - our need to, and difficulty in, raising additional capital and repossession of collateral securing current loans in default; - the potential of being delisted from Nasdaq; - downturns in the digital assets industry; - inflation; - increased interest rates; - the inability to procure needed hardware; - risks associated with our expansion into the Artificial Intelligence (“AI”) and High-Performance Computing (“HPC”) markets; - the failure or breakdown of mining equipment; - outages and limitations of internet connectivity; - access to reliable and reasonably priced electricity sources; - cyber-security threats; - our ability to obtain proper insurance; 9 - the prices of digital assets; - our reliance on a small number of key employees; - our failure to effectively manage our growth including not growing or improving our current hashrate; - the competitiveness of the digital assets mining, AI and HPC industry; - global climate change and related environmental regulations; - the potential cancellation or withdrawal of required operating and other permits and licenses; and - banks and other financial institutions ceasing to provide services to people in our industry, whether through choice or due to their own insolvency or failure.
Digital assets such as Bitcoin pricing has proven to be volatile, characterized by periods of extreme upturns and downturns that have lasted over lengthy time periods multiple times in digital assets’ history. A falling Bitcoin price directly affects our ability to generate revenue, which can affect our ability to meet our financial obligations.
The pricing of digital assets, such as Bitcoin, has proven to be volatile, characterized by periods of extreme upturns and downturns that have lasted over lengthy time periods multiple times in digital assets’ history. A falling Bitcoin price directly affects our ability to generate revenue, which can affect our ability to meet our financial obligations.
Our Common Stock may be traded by short sellers, which may put pressure on the supply and demand for our Common Stock, further influencing volatility in its market price. Public perception of our company or management and other factors outside of our control may additionally impact Mawson’s stock price.
Our Common Stock may be traded by short sellers, which may put pressure on the supply and demand for our Common Stock, further influencing volatility in our market price. Public perception of our company or management and other factors outside of our control may additionally impact Mawson’s stock price.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources.” We have several notes in default which can subject collateral to seizure and otherwise impact our ability to use the collateral in our operations as well as affect our ability to raise capital.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources.” 12 We have several notes in default which can subject collateral to seizure and otherwise impact our ability to use the collateral in our operations as well as affect our ability to raise capital.
Our guidance is based on certain assumptions, and may vary from actual results, if our assumptions are not met or are impacted as a result of various risks and uncertainties, the market value of our Common Stock could decline significantly. 26
Our guidance is based on certain assumptions, and may vary from actual results, if our assumptions are not met or are impacted as a result of various risks and uncertainties, the market value of our Common Stock could decline significantly.
Cyber-security threats pose a challenge to our business, including the safekeeping of our digital assets, and a risk of reputational damage. Mawson, like almost all businesses around the world, is subject to continuous malicious attempts to penetrate its systems.
Cyber-security threats pose a challenge to our business, including the safekeeping of our digital assets, and a risk of reputational damage. Mawson, like almost all businesses around the world, is subject to malicious attempts to penetrate its systems.
The network effect of reduced profit margins resulting in greater sales of newly mined digital assets could result in a reduction in the price of digital assets that could adversely impact our business, financial condition, results of operations and prospects. 20 To the extent that the digital asset exchanges / custodians representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges / custodians’ failures may result in a reduction in the price of some or all digital assets and can adversely affect us.
The network effect of reduced profit margins resulting in greater sales of newly mined digital assets could result in a reduction in the price of digital assets that could adversely impact our business, financial condition, results of operations and prospects. 21 To the extent that the digital asset exchanges / custodians representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges / custodians’ failures may result in a reduction in the price of some or all digital assets and can adversely affect us.
If an actual or perceived breach of our security system occurs, the market perception of the effectiveness of its security system could be harmed, which could adversely affect our business, financial condition, results of operations and prospects.
If an actual or perceived breach of our security system occurs, the market perception of the effectiveness of our security system could be harmed, which could adversely affect our business, financial condition, results of operations and prospects.
A loss of trust in the digital currencies due to the ability of quantum computing to undermine security protocols will likely have a material adverse effect on our business, results of operations and financial condition. 21 Risks Relating to Laws, Regulatory Frameworks, and Legal Action We are subject to a highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations.
A loss of trust in the digital currencies due to the ability of quantum computing to undermine security protocols will likely have a material adverse effect on our business, results of operations and financial condition. 22 Risks Relating to Laws, Regulatory Frameworks, and Legal Action We are subject to a highly evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations.
Even if the suppliers have agreed to supply us with miners, they may fail to supply the Miners due to their inability to manufacture sufficient Miners due to a shortage of components or resources such as semiconductors, a default, insolvency, a change in control, or change of laws (including export/import restrictions, quotas or tariffs). 13 Trade policies such as export/import restrictions, quotas or tariffs may reduce the ability of our suppliers to supply us with Miners or create a shortage or lack of components necessary for their manufacture or repair.
Even if the suppliers have agreed to supply us with Miners, they may fail to supply the Miners due to their inability to manufacture sufficient Miners due to a shortage of components or resources such as semiconductors, a default, insolvency, a change in control, or change of laws (including export/import restrictions, quotas or tariffs). 14 Trade policies such as export/import restrictions, quotas or tariffs may reduce the ability of our suppliers to supply us with Miners or create a shortage or lack of components necessary for their manufacture or repair.
As new and more powerful miners are deployed, the global network hash rate will continue to increase, meaning a miner’s chance of earning Bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry. 16 Accordingly, to maintain our chances of earning new Bitcoin rewards and remaining competitive in our industry, we must seek to continually add new miners to grow our hash rate at pace with the growth in the Bitcoin global network hash rate.
As new and more powerful Miners are deployed, the global network hash rate will continue to increase, meaning a Miner’s chance of earning Bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry. 17 Accordingly, to maintain our chances of earning new Bitcoin rewards and remaining competitive in our industry, we must seek to continually add new Miners to grow our hash rate at pace with the growth in the Bitcoin global network hash rate.
As a result, our operations can only be successful if we can obtain sufficient electrical power for that mine on a cost-effective basis. For instance, our plans and strategic initiatives for our Pennsylvania and Ohio facilities are based, in part, on our understanding of current environmental and energy regulations, policies, and initiatives enacted by federal and state regulators.
As a result, our operations can only be successful if we can obtain sufficient electrical power for that facility on a cost-effective basis. For instance, our plans and strategic initiatives for our Pennsylvania and Ohio facilities are based, in part, on our understanding of current environmental and energy regulations, policies, and initiatives enacted by federal and state regulators.
This could affect consumer adoption and AI companies’ images and reputations. 14 Mining equipment is prone to breakdown, fail or become obsolete. Miners and related mining equipment used to mine digital assets are sophisticated machines and may be operated over two years or longer. They are thus prone to breakdown and may not function at any given time.
This could affect consumer adoption and AI companies’ images and reputations. 15 Mining equipment is prone to breakdown, fail or become obsolete. Miners and related mining equipment used to mine digital assets are sophisticated machines and may be operated over two years or longer. They are thus prone to breakdown and may not function at any given time.
You should consider carefully the following information about these risks, together with the other information contained in this Annual Report, including the matters addressed in the sections entitled “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, before making an investment decision.
You should consider carefully the following information about these risks, together with the other information contained in this Annual Report, including the risks and uncertainties addressed in the sections entitled “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, before making an investment decision.
These circumstances raise substantial doubt about our ability to continue as a going concern. Our financial statements as of December 31, 2024, have been prepared on the basis that we will be able to continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
These circumstances raise substantial doubt about our ability to continue as a going concern. Our financial statements as of December 31, 2025, have been prepared on the basis that we will be able to continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
Additional capital may not be available to us, or even if it is, the cost of such capital may be high or even uncommercial. We may be forced to obtain additional capital when our stock price or trading volume or both are low, or when the general market for digital assets companies is weak.
Additional capital may not be available to us, or even if it is, the cost of such capital may be high or even uncommercial. We may be forced to obtain additional capital when our stock price or trading volume or both are low, or when the general market for digital assets, AI or HPC companies is weak.
Essentially, network difficulty refers to the degree of effort required to solve the mathematical problems that validate transactions on the Bitcoin network. For digital assets that use a Proof-of-Work (PoW) validation system such as Bitcoin, creating new digital assets involves “miners” using their computers to solve complex mathematical puzzles.
Essentially, network difficulty refers to the degree of effort required to solve the mathematical problems that validate transactions on the Bitcoin network. For digital assets that use a Proof-of-Work (PoW) validation system such as Bitcoin, creating new digital assets involves Miners using their computers to solve complex mathematical puzzles.
In addition, regulatory actions, as well as any other political developments in the regions with active digital assets trading or mining, may increase our domestic competition as some of those digital assets miners or new entrants in this market may move their digital assets mining operations or establishing new operations in the United States.
In addition, regulatory actions, as well as any other political developments in the regions with active digital assets trading or mining, may increase our domestic competition as some of those digital assets Miners or new entrants in this market may move their digital assets mining operations or establish new operations in the United States.
If it occurs to a significant number of Bitcoin users, investors and traders, this may lead to a loss of confidence in Bitcoin and its value, leading to a fall in the Bitcoin price. 17 Risks Relating to Digital Assets and Technology The digital assets industry and pricing can be volatile.
If it occurs to a significant number of Bitcoin users, investors and traders, this may lead to a loss of confidence in Bitcoin and its value, leading to a fall in the Bitcoin price. 18 Risks Relating to Digital Assets and Technology The digital assets industry and pricing can be volatile.
Conversely, if the hashing power decreases, the difficulty level decreases as well. This means that the profitability of mining can be impacted by changes in the number of miners on the network. 2. Block time: As mentioned earlier, the target block time for Bitcoin is 10 minutes.
Conversely, if the hashing power decreases, the difficulty level decreases as well. This means that the profitability of mining can be impacted by changes in the number of Miners on the network. 2. Block time: The target block time for Bitcoin is 10 minutes.
Additionally, the government of the People’s Republic of China in particular exerts a high level of influence and control over its economy and businesses (private and state owned). There have been various examples of government policies, decisions, laws and intervention into particular industries.
Additionally, the government of China in particular exerts a high level of influence and control over its economy and businesses (private and state owned). There have been various examples of government policies, decisions, laws and intervention into particular industries.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
The price of Bitcoin can fluctuate due to investment and trading sentiment amongst users, speculators, and investors for a range of reasons, including changes in interest rate settings, or negative or positive publicity (for example due to legal proceedings or losses to Bitcoin investors due to fraud or cyber-attacks a digital assets exchange or online wallet).
The price of Bitcoin can fluctuate due to investment and trading sentiment amongst users, speculators, and investors for a range of reasons, including changes in interest rate settings, or negative or positive publicity (for example due to legal proceedings or losses to Bitcoin investors due to fraud or cyber-attacks on a digital asset exchange or online wallet).
As a digital assets like Bitcoin becomes more popular, the number of computers participating in this peer-to-peer validation network increases. With more participants and more computing power, the so-called “hashpower” of the entire network increases accordingly. The higher the network difficulty, the more challenging it is to mine new Bitcoins.
As digital assets like Bitcoin become more popular, the number of computers participating in this peer-to-peer validation network increases. With more participants and more computing power, the so-called “hashpower” of the entire network increases accordingly. The higher the network difficulty, the more challenging it is to mine new Bitcoins.
As a result, mining profitability is directly impacted by changes in difficulty levels. There are several other factors that can influence network difficulty, such as: 1. Network difficulty adjustments: The Bitcoin network adjusts difficulty every 2016 blocks or approximately every two weeks.
As a result, mining profitability is directly impacted by changes in difficulty levels. There are several other factors that can influence network difficulty, such as: 1. Network difficulty adjustments: The Bitcoin network adjusts difficulty every 2,016 blocks or approximately every two weeks.
There can be no assurance that Mawson will not be classified as a PFIC for the current taxable year or for any future taxable year. If Mawson is considered a PFIC then there may be negative tax consequences for U.S. holders of our ordinary shares, as well as being subject to annual information reporting requirements.
There can be no assurance that Mawson will not be classified as a PFIC for the current taxable year or for any future taxable year. If Mawson is considered a PFIC then there may be negative tax consequences for U.S. holders of our Common Stock, as well as being subject to annual information reporting requirements.
If we do not achieve our operational objectives, and if we do not generate sufficient cash flow and income, our financial performance and long-term viability may be materially and adversely affected. Our inability to achieve and then maintain profitability would negatively affect our business, financial condition, res u lts of operations and cash flows.
If we do not achieve our operational objectives, and if we do not generate sufficient cash flow and income, our financial performance and long-term viability may be materially and adversely affected. Our inability to achieve and then maintain profitability would negatively affect our business, financial condition, results of operations and cash flows.
Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred. We or our suppliers may not be able to procure or repair hardware that is required in our operations. The global supply chains are increasingly risky and complex.
Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred. We or our suppliers may not be able to procure or repair hardware that is required in our operations.
We promptly and frequently liquidate digital assets. This may mean that we sell digital assets at a time when the prices on the respective digital asset exchange market are low, which could adversely affect our business, financial condition, results of operations and prospects.
This may mean that we sell digital assets at a time when the prices on the respective digital asset exchange market may be low, which could adversely affect our business, financial condition, results of operations and prospects.
U.S. holders may wish to consult their tax advisors about the potential application of the PFIC rules to an investment in our ordinary shares. 23 Regulatory intervention by governments could affect the right to acquire, own, hold, sell, exchange or use Bitcoin or other digital assets.
U.S. holders may wish to consult their tax advisors about the potential application of the PFIC rules to an investment in our Common Stock. 24 Regulatory intervention by governments could affect the right to acquire, own, hold, sell, exchange or use Bitcoin or other digital assets.
Regulatory changes or interpretations could cause us (or any of our related entities) to register and comply with new regulations, resulting in potentially extraordinary, recurring or non-recurring expenses to continuing our digital assets business, or entering into new business ventures. 22 We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002.
Regulatory changes or interpretations could require us (or any of our related entities) to register and comply with new regulations, resulting in potentially extraordinary, recurring or non-recurring expenses to continue our digital assets business or enter into new business ventures. 23 We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002.
Our financial results may vary significantly from period to period due to fluctuations in our revenue, operating costs and other factors. We expect our period-to-period financial results to vary based on a variety of factors, which we anticipate will fluctuate due to external factors such as the Bitcoin price and energy costs, may not be consistent or linear between periods.
We expect our period-to-period financial results to vary based on a variety of factors, which we anticipate will fluctuate due to external factors such as the Bitcoin price and energy costs, which may not be consistent or linear between periods.
A resulting perception that our measures do not adequately protect our assets could adversely affect our business, financial condition, results of operations and prospects. 15 We promptly and frequently liquidate digital assets that we mine and keep a minimum number of digital assets in our possession so as to minimize our risks against theft, loss, destruction or other issues relating to hackers and technological attack.
A resulting perception that our measures do not adequately protect our assets could adversely affect our business, financial condition, results of operations and prospects. 16 We routinely liquidate digital assets so as to minimize our risks against theft, loss, destruction or other issues relating to hackers and technological attack of digital assets in our possession.
The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.
Our Common Stock has experienced fluctuations due to market dynamics and the Bitcoin downturn. The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.
Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change or energy use by us or other companies in our industry could harm our reputation.
Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change or energy use by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.
Advancing our future plans will require substantial additional investment. Based on our current operating plan estimates, we do not have sufficient cash to satisfy our working capital needs and other liquidity requirements over the next 12 months from the date of this report.
Based on our current operating plan estimates, we do not have sufficient cash to satisfy our working capital needs and other liquidity requirements over the next 12 months from the date of this Annual Report.
As a result of inflation, we have experienced and may continue to experience, cost increases. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations, and liquidity could be materially adversely affected.
Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations, and liquidity could be materially adversely affected.
Subsequent disputes have led to litigation between Celsius entities and Mawson entities, as further discussed in Note 10 – Commitments and Contingencies to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report.
Subsequent disputes have led to litigation between Celsius entities and Mawson entities, as further discussed in Note 10 – Commitments and Contingencies to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report. Changes to digital asset network protocols and governance may adversely affect our business.
If Mawson is unable to successfully defend itself against such claims, then it may become liable to make substantial payments to satisfy judgments, fines or penalties, or alter, delay, limit or cease some or all its business practices. Mawson may also suffer damage to our brand and reputation as a result of such adverse judgment.
If Mawson is unable to successfully defend itself against such claims, then it may become liable to make substantial payments to satisfy judgments, fines or penalties, or alter, delay, limit or cease some or all of its business practices.
In particular, in July 2022, Celsius Networks, LLC and Celsius Mining LLC, filed for Chapter 11 bankruptcy. A subsidiary of Mawson remains an unsecured creditor of Celsius Mining LLC, with two unpaid pre-petition invoices totaling in excess of $1.8 million.
In particular, in July 2022, Celsius Networks, LLC and Celsius Mining LLC, filed for Chapter 11 bankruptcy. A subsidiary of Mawson, Luna Squares LLC, remains an unsecured creditor of Celsius Mining LLC (“Celsius”), with unpaid invoices totaling in excess of $6.9 million.
Inflation in the global economy could negatively impact our business and results of operations. Inflation in the United States and around the world has risen to levels not experienced in recent decades. Inflation, including rising prices for energy, metals, components, and other inputs as well as rising wages negatively impact our business by increasing our operating costs.
Inflation in the United States and around the world has risen to levels not experienced in recent decades. Inflation, including rising prices for energy, metals, components, and other inputs as well as rising wages negatively impact our business by increasing our operating costs. As a result of inflation, we have experienced and may continue to experience, cost increases.
We may be subject to material litigation (including with our lenders and counter-parties counterparties), investigations, or enforcement actions by regulators and governmental authorities that are expensive to support, and if resolved adversely, could harm our business, revenue, and financial results. We have been the subject to certain claims, legal proceedings (see Item 3.
We have been subject to material litigation (including with our lenders and counterparties) that are expensive to support, and if resolved adversely, could harm our business, revenue, and financial results. We have been subject to certain claims and legal proceedings (see Item 3.
The responsibility of the direction and operation of our business relies heavily on a small number of key people, including our CEO and CFO.
The responsibility of the direction and operation of our business relies heavily on a small number of key people, including our Interim Chief Executive Officer and our Chief Financial Officer.
The trading price of our Common Stock is likely to continue to be volatile. The trading price of our Common Stock has been highly volatile and could continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control. Our Common Stock has experienced fluctuations due to market dynamics and the Bitcoin downturn.
“Exhibits, Financial Statement Schedules” in this Annual Report. The trading price of our Common Stock is likely to continue to be volatile. The trading price of our Common Stock has been highly volatile and could continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control.
Any of the foregoing could result in a material adverse effect on our business and financial condition. 24 Changes to laws regarding the operation of Bitcoin mining and Bitcoin and digital assets exchanges by third parties may make the business model unsustainable and may lead to an inability to exchange mined Bitcoin for fiat currency efficiently.
Changes to laws regarding the operation of Bitcoin mining and Bitcoin and digital assets exchanges by third parties may make the business model unsustainable and may lead to an inability to exchange mined Bitcoin for fiat currency efficiently.
If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which they are carried on our financial statements, and our stockholders may lose all or part of their investment in our Common Stock. 12 We have experienced management turnover, including turnover of our top executives, which creates uncertainties and could have an adverse effect on our business.
If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which they are carried on our financial statements, and our stockholders may lose all or part of their investment in our Common Stock. We are exploring and evaluating strategic options and capital-raising transactions.
Such a restatement could adversely affect our business, prospects, financial condition, and results of operation. 25 Risks Relating to the Ownership of Our Common Stock and Other Risks If we fail to comply with the continued listing standards of The Nasdaq Capital Market (“Nasdaq”), we may be delisted and the price of our Common Stock, our ability to access the capital markets and our financial condition could be negatively impacted.
Mawson may also suffer damage to its brand and reputation as a result of such adverse judgment. 26 Risks Relating to the Ownership of Our Common Stock and Other Risks If we fail to comply with the continued listing standards of The Nasdaq Capital Market, we may be delisted and the price of our Common Stock, our ability to access the capital markets and our financial condition could be negatively impacted.
In addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for our business because the digital assets mining industry, with its high energy demand, may become a target for future environmental and energy regulation.
If new regulations are imposed, or if existing regulations are modified, the assumptions we made underlying our plans and strategic initiatives may be inaccurate, and we may incur additional costs to adapt our planned business, if we are able to adapt at all, to such regulations. 25 In addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for our business because the digital assets mining industry, with its high energy demand, may become a target for future environmental and energy regulation.
Recently, the U.S. government has threatened significantly increased tariffs on foreign imports into the U.S. from certain countries, including China, Canada and Mexico. Miners that we source from China and other mining hardware that we source from outside the U.S. may be subject to these tariffs.
Miners that we source from China and other mining hardware that we source from outside the U.S. may be subject to these tariffs.
Such changes may also give rise to uncertainty among our customers, investors, suppliers, employees and others concerning our future direction and performance. Any of the foregoing could result in significant disruptions to our operations and may adversely affect our financial condition, results of operations, cash flows and ability to execute on our business plans.
Any of the foregoing could result in significant disruptions to our operations and may adversely affect our financial condition, results of operations, cash flows and ability to execute on our business plans. Inflation in the global economy could negatively impact our business and results of operations.
More significant reductions in aggregate hashrate on digital asset networks could result in material, though temporary, delays in block solution confirmation time. Any reduction in confidence in the confirmation process or aggregate hashrate of any digital asset network may negatively impact the value of digital assets, which will adversely impact our business, financial condition, results of operations and prospects.
Any reduction in confidence in the confirmation process or aggregate hashrate of any digital asset network may negatively impact the value of digital assets, which will adversely impact our business, financial condition, results of operations and prospects. 20 Increasing network difficulty plays a crucial role in determining the profitability of digital assets and Bitcoin mining.
This is known as a “hard fork.” In such a case, the “hard fork” in the blockchain could materially and adversely affect the perceived value of digital assets as reflected on one or both incompatible blockchains, which may materially adversely affect our business, financial condition, results of operations and prospects. 18 If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects us.
Since we do not control the development or governance of these networks, any such changes could have a material adverse effect on our business, results of operations, and financial condition. 19 If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects us.
In June 2024, Kaliste Saloom, previously Corporate Secretary and acting General Counsel of the Company, was appointed as our General Counsel and Corporate Secretary. Although we have endeavored to implement these management transitions in a non-disruptive manner, such transitions can be inherently difficult to manage and may hamper our ability to meet our financial and operational goals.
Although we have endeavored to implement these management transitions in a non-disruptive manner, such transitions can be inherently difficult to manage and may hamper our ability to meet our financial and operational goals. Such changes may also give rise to uncertainty among our customers, investors, suppliers, employees and others concerning our future direction and performance.
Although our Common Stock is currently listed on Nasdaq, we may not be able to continue to meet Nasdaq’s minimum listing requirements, including, among others, maintaining a minimum closing bid price of $1.00 per share pursuant to Nasdaq Listing Rule 5550(a)(2) and a minimum Market Value of Listed Securities of $35.0 million pursuant to Nasdaq Listing Rule 5550(b).
Although our Common Stock is currently listed on The Nasdaq Capital Market, we may not be able to continue to meet the minimum listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”).
If our digital assets are lost, stolen or destroyed under circumstances rendering a party liable to us, the responsible party may not have the financial resources sufficient to satisfy our claim. Our digital assets are not insured. The sale of our digital assets to pay expenses at a time of low digital asset prices could adversely affect our business.
The sale of our digital assets to pay expenses at a time of low digital asset prices could adversely affect our business. We routinely liquidate digital assets.
At December 31, 2024, our accumulated deficit was $228.8 million, our cash and cash equivalents were $6.1 million, we had negative working capital of $35.9 million, and we had an aggregate of $20.9 million of debt. In addition, the Celsius deposit of $15.3 million is the subject of an ongoing legal dispute and litigation.
At December 31, 2025, our accumulated deficit was $252.5 million, our cash and cash equivalents were $13.3 million, we had negative working capital of $31.3 million, and we had an aggregate of $25.2 million of debt. Advancing our future plans will require substantial additional investment.
Recently, we experienced updates to our executive leadership, including the departure of William “Sandy” Harrison as our CFO in January 2025 and the appointment of William C. Regan as our new CFO in January 2025 at the same time.
We have experienced changes to our executive leadership, including the appointment of Kaliste Saloom as our Interim Chief Executive Officer in June 2025 and departure of Rahul Mewawalla as our Chief Executive Officer and President in July 2025.
As a result of the material weaknesses in our internal control over financial reporting, the Company’s management has concluded that, as December 31, 2024, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by COSO.
During 2025, management devoted significant effort and resources to remediating the material weaknesses in internal control over financial reporting that were identified as of December 31, 2024.
Removed
In addition, the failure of any critical single piece of equipment may represent a single point of failure which could have widespread impacts.
Added
Risks Relating to Digital Assets Mining, Bitcoin Price and Technology - changes to the Bitcoin network’s protocols and software; - the manipulation of the blockchain by malicious actors; - failures of the Bitcoin network to be properly monitored and upgraded; - the decrease in the incentive to mine Bitcoin; - an increase in the network difficulty; - the increase of transaction fees related to digital assets; - the downward pressure on the price of Bitcoin created by firms selling their Bitcoin; - political or economic crisis or change; - the fraud or security failures of large digital asset exchanges; - the further development and acceptance of digital asset networks and other digital assets; 10 - future digital asset and digital currency development; and - the development of quantum computing, and other new technologies.
Removed
An example of this could be a fire within a substation resulting in a total power outage for a mining facility for a period until the substation was rebuilt, or a blown fuse which may affect any part of our facility. Such widespread mechanical issues or critical failures for any material duration would therefore decrease our revenue.
Added
We receive a significant portion of our digital colocation revenues from a limited number of customers. The loss of a major customer could adversely affect our business. We have in the past and expect to continue to derive a significant portion of our digital colocation revenues from a relatively limited number of customers.
Removed
Significant contributors to all or any digital asset network could propose amendments to the respective network’s protocols and software that, if accepted and authorized by such network, could adversely affect us. With respect to Bitcoin networks, a small group of individuals contribute to the Bitcoin Core project on GitHub.com.
Added
The loss of any one or more of these customers, a significant change in their business model, or in their ability to make payments when due, could materially and adversely affect our sales, financial condition and liquidity. These factors are largely beyond our control and the resulting loss in revenues may be difficult or impossible to replace.
Removed
These individuals can propose refinements or improvements to the Bitcoin network’s source code through one or more software upgrades that alter the protocols and software that govern the Bitcoin network and the properties of Bitcoin, including the irreversibility of transactions and limitations on the mining of new Bitcoin.
Added
Recently, we experienced the loss of one of our former most significant colocation customers due to its acquisition by one of our competitors. If we are unsuccessful in offsetting the decline in colocation revenue from this customer with revenue from new colocation customers or other existing customers, our revenues and results of operations could be materially adversely affected.
Removed
Proposals for upgrades and discussions relating there to take place on online forums. For example, there is an ongoing debate regarding altering the blockchain by increasing the size of blocks to accommodate a larger volume of transactions.
Added
Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise affect our businesses. We continually review our operations with a view toward reducing our cost structure, including, but not limited to, reducing our labor cost-to-revenue ratio, improving process and system efficiencies and increasing our revenues and operating margins.
Removed
Although some proponents support an increase, other market participants oppose an increase to the block size as it may deter miners from confirming transactions and concentrate power into a smaller group of miners.
Added
Despite these efforts, we have needed and may continue to need to adjust our business strategies to meet these changes, or we may otherwise find it necessary to restructure our operations or particular businesses or assets.
Removed
To the extent that a significant majority of the users and miners on the Bitcoin network install such software upgrade(s), the Bitcoin network would be subject to new protocols and software that could materially adversely affect our business, financial condition, results of operations and prospects.
Added
When these changes or events occur, we may incur costs to change our business strategy and may need to write down the value of assets or sell certain assets. Additionally, any of these events could result in disruptions or adversely impact our relationships with our workforce, suppliers and customers.
Removed
In the event a developer or group of developers proposes a modification to the Bitcoin network that is not accepted by a majority of miners and users, but that is nonetheless accepted by a substantial plurality of miners and users, two or more competing and incompatible blockchain implementations could result.
Added
In any of these events our costs may increase, and we may have significant charges or losses associated with the write-down or divestiture of assets and our business may be materially and adversely affected.
Removed
The impact of the Bitcoin halving, which took place in April 2024 has introduced uncertainly that could materially impact our self-mining revenue or our colocation services customers businesses. The Bitcoin block reward halved on April 19, 2024, reducing the number of Bitcoins earned for each block mined from 6.25 to 3.125.
Added
We cannot assure you that our evaluation of strategic options will result in any particular outcome, and the perceived uncertainties related to Mawson could adversely affect our business and our stockholders.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee receives an update on the Company’s risk management process, risk trends and any incidents at least annually from the management team. In the event of any incident, the Company expects to notify the Audit Committee immediately, or as soon as possible. For additional information regarding cybersecurity risks, see Item 1A “Risk Factors.” 27
Biggest changeThe Audit Committee receives an update on the Company’s risk management process, risk trends and any incidents at least annually from the management team. In the event of any incident, the Company expects to notify the Audit Committee immediately, or as soon as possible. For additional information regarding cybersecurity risks, see Item 1A “Risk Factors.” 31

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeEffective May 24, 2023, Mawson Bellefonte LLC entered into a lease agreement for a 9,918 square foot developed mining facility in Bellefonte, Pennsylvania. The term of the lease is for two years and seven months, with an option to extend for five years.
Biggest changeOn February 3, 2026, we notified the landlord that we wish to enter into a lease agreement that extends the lease through September 14, 2030. Effective May 24, 2023, Mawson Bellefonte LLC entered into a lease agreement for a 9,918 square foot developed mining facility in Bellefonte, Pennsylvania.
On March 16, 2022, Luna Squares Property LLC entered into a lease with respect to a property in the City of Sharon, Mercer County, Pennsylvania with Vertua Property, Inc. On February 2, 2024, the lease was terminated by the landlord, which is currently in a legal dispute, and is currently in litigation.
On March 16, 2022, Luna Squares Property LLC entered into a lease with respect to a property in the City of Sharon, Mercer County, Pennsylvania with Vertua Property, Inc. (“Vertua”). On February 2, 2024, the lease was terminated by the landlord, which is currently in a legal dispute, and is currently in litigation.
On September 9, 2024, the Company entered into a lease amendment that extended the term of the lease from September 14, 2024 to September 14, 2027. The lease provides the option to exercise three additional three-year extensions for an aggregate of 12 more years from date of the lease amendment.
On September 9, 2024, the Company entered into a lease amendment that extended the term of the lease from September 14, 2024 to September 14, 2027. The lease provides the option to exercise three additional three-year extensions for an aggregate of 11 more years from date of the lease amendment.
Added
The term of the lease was for two years and seven months, with an option to extend for five years. In November 2025, the Company exercised the option to extend the lease for an additional five years.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS. As disclosed in Note 10 – Commitments and Contingencies to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report, we are engaged in certain legal matters, and the disclosure set forth in Note 10 relating to such legal matters is incorporated herein by reference.
Biggest changeFor information regarding these and other ongoing legal matters, refer to Note 10 – Commitments and Contingencies to the consolidated financial statements included in Item 15. “Exhibits, Financial Statement Schedules” in this Annual Report.
Added
ITEM 3. LEGAL PROCEEDINGS. The Company and certain of its subsidiaries are currently in disputes, which may be in or may lead to litigation.
Added
The results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these or other matters could have a material adverse effect on our business, results of operations, financial condition and/or cash flows.
Added
The disclosure set forth in Note 10 relating to such legal matters is incorporated herein by reference. 32 Securities Laws Litigation On January 20, 2026, the Company filed a Complaint for Violation of Securities Laws, as well as a Motion for Expedited Injunctive Relief, in the United States District Court for the District of Delaware against Endeavor Blockchain, LLC, Joshua Kilgore, PM Squared, LLC, Cody Smith, and Phil Stanley (collectively, the “Defendants”) asserting violation of Sections 13(d) and 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 13d-1 and 10b-5 of the Securities and Exchange Commission (the “SEC”) with regard to the Defendants’ filing of an inaccurate, false, and misleading Schedule 13D and two amendments thereto.
Added
The complaint alleges, among other matters, that (i) the Defendants acquired shares of the Company’s Common Stock in multiple transactions, without timely filing a required Schedule 13D disclosing such purchases and (ii) the Schedule 13D filings failed to disclose the Defendants’ intent to effect a change in control of the Company through a partial tender offer for the Company’s Common Stock at $10.00 per share and a subsequent PIPE offering of convertible preferred stock.
Added
The Company seeks declaratory judgment as to the Defendants’ violation of federal securities laws and SEC rules, as well as injunctive relief that includes, among other things, enjoining the Defendants from further trading in the Company’s stock and from proceeding with a tender offer to acquire the Company’s stock, ordering the Defendants to divest themselves of the Company’s stock and ordering the Defendants to make corrected Schedule 13D filings.
Added
The court granted the Defendants’ motion to dismiss and is giving the Company the option to amend its petition or file an appeal. The Company is evaluating its options and remains committed to protecting its shareholders from deceptive practices and ensuring that all market participants adhere to transparency requirements.
Added
CTG Colocation Agreement The Company entered into a Service Framework Agreement on October 12, 2023, with Consensus Colocation PA LLC (later acquired by NYDIG) (“CTG”) for colocation services for approximately 15,876 miners. Following a fee dispute, the Company redirected the CTG Miners to recover sums due under the Service Framework Agreement.
Added
CTG filed a complaint on March 6, 2025 with the Court of Chancery of the State of Delaware, under C.A. No. 2025-0252-MTZ, seeking to stop Mawson’s redirection of the CTG Miners and to remove them before contract termination.
Added
After a March 13, 2025 hearing, the parties agreed to end the redirection, maintain the agreement, and allow removal of the CTG Miners. CTG then filed an arbitration demand on April 25, 2025 seeking damages for the redirection. The Company filed an answer and counterclaim seeking breach of contract damages against CTG.
Added
The parties have since reached a full and final settlement, resulting in dismissal with prejudice on February 9, 2026.
Added
On June 27, 2025, CTG filed a separate Petition and Order of Attachment in Aid of Arbitration with the Supreme Court of the State of New York, County of New York, under Docket No. 653851/2025 against Mawson Hosting, LLC, a subsidiary of the Company.
Added
This petition lead to a July 27, 2025 order attaching $1.3 million in assets, though Mawson Hosting had no assets in New York. This matter was fully settled and dismissed with prejudice on February 11, 2026. The Company and its subsidiaries from time to time in the future may be involved in certain litigation related to our businesses.
Added
For example, the Company and its subsidiaries receive letters of demand for payments or other correspondence from time to time which could lead to legal proceedings.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchase of Equity Securities by the Issuer and Affiliated Purchasers We did not repurchase any securities in the fourth quarter of the fiscal year covered by this Annual Report.
Biggest changeUnregistered Sales of Equity Securities and Use of Proceeds We made no unregistered sales of equity securities during the fiscal year covered by this Annual Report. Purchase of Equity Securities by the Issuer and Affiliated Purchasers We did not repurchase any securities in the fourth quarter of the fiscal year covered by this Annual Report.
Any future determination to pay cash dividends will be at the discretion of our Board of Directors (“Board”) and will be dependent upon our financial condition, results of operations, capital requirements, limitations imposed by state laws and such other factors as our Board deems relevant.
Any future determination to pay cash dividends will be at the discretion of our Board and will be dependent upon our financial condition, results of operations, capital requirements, limitations imposed by state laws and such other factors as our Board deems relevant.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our Common Stock trades on The Nasdaq Stock Market LLC under the symbol “MIGI.” Holders As of March 3, 2025, there were approximately 81 stockholders on record of our Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our Common Stock trades on The Nasdaq Capital Market under the symbol “MIGI.” Holders As of March 13, 2026, there were approximately 147 holders on record of our Common Stock.
Removed
Unregistered Sales of Equity Securities and Use of Proceeds On September 11, 2024, the Company entered into a Marketing Services Agreement (the “MSA”) with Outside The Box Capital Inc.
Removed
(“Box Capital”) pursuant to which Box Capital will provide certain marketing and distribution services to the Company for a six month term in consideration for the payment of a fee of $100,000 worth of restricted shares of the Company’s Common Stock, as approved by our Board.
Removed
In accordance with the MSA, the Company issued 84,746 restricted shares of Common Stock to Box Capital on December 17, 2024.
Removed
Such issuance was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, Box Capital is an accredited investor, Box Capital is taking the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations For the Years Ended December 31, 2024 2023 Revenues: Digital colocation revenue $ 38,546,912 $ 16,364,767 Energy management revenue 7,576,553 5,354,272 Digital assets mining revenue 12,591,660 21,590,523 Equipment sales 550,000 262,158 Total revenues 59,265,125 43,571,720 Less: Cost of revenues (excluding depreciation) 38,987,911 28,557,004 Gross profit 20,277,214 15,014,716 Operating expenses: Selling, general and administrative 18,313,904 19,177,492 Stock based compensation 14,064,883 10,834,838 Depreciation and amortization 17,877,770 38,080,506 Change in fair value of derivative asset 1,173,104 7,241,883 Total operating expenses 51,429,661 75,334,719 Loss from operations (31,152,447 ) (60,320,003 ) Non-operating income (expense): Total non-operating income (expense), net (14,207,770 ) 7,723,529 Loss before income taxes (45,360,217 ) (52,596,474 ) Revenues Digital colocation revenue for the years ended December 31, 2024 and 2023, were $38.5 million and $16.4 million, respectively.
Biggest changeOn December 16, 2025, the Company was notified by Nasdaq that it regained compliance with the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). 35 Results of Operations For the Years Ended December 31, 2025 2024 Revenues: Digital colocation revenue $ 26,076,936 $ 38,546,912 Energy management revenue 11,799,373 7,576,553 Digital assets mining revenue 1,877,776 12,591,660 Equipment sales - 550,000 Total revenues 39,754,085 59,265,125 Less: Cost of revenues (excluding depreciation) 22,410,834 38,987,911 Gross profit 17,343,251 20,277,214 Operating expenses: Selling, general and administrative 22,650,096 18,313,904 Stock-based compensation 8,975,579 14,064,883 Depreciation and amortization 5,600,793 17,877,770 Change in fair value of derivative asset (590,126 ) 1,173,104 Total operating expenses 36,636,342 51,429,661 Loss from operations (19,293,091 ) (31,152,447 ) Non-operating income (expense): Gain (loss) on foreign currency transactions (1,264,378 ) 1,009,223 Interest expense (3,366,519 ) (3,097,640 ) Other income 357,849 364,382 Other expenses (77,904 ) (39,638 ) Loss on deconsolidation - (12,444,097 ) Total non-operating expense, net (4,350,952 ) (14,207,770 ) Loss before income taxes (23,644,043 ) (45,360,217 ) Income tax expenses (12,526 ) (976,570 ) Net loss $ (23,656,569 ) $ (46,336,787 ) Revenues Digital colocation revenue for the years ended December 31, 2025 and 2024, were $26.1 million and $38.5 million, respectively.
The Company is taking steps to preserve cash by optimizing operations, reducing costs and pursuing efficiencies. The Company has been improving its revenue generation by enhancing its operations, driving growth in business lines, adding multiple digital colocation services customers and diversifying its businesses . The Company will continue to seek to optimize its cashflows through these and other initiatives.
The Company is taking steps to preserve cash by optimizing operations, reducing costs and pursuing efficiencies. The Company has been improving its revenue generation by enhancing its operations, driving growth in business lines, adding digital colocation services customers and diversifying its businesses. The Company will continue to seek to optimize its cashflows through these and other initiatives.
The Company is included as a guarantor of a Secured Loan Facility Agreement (the “W Capital Loan”) for working capital by Mawson PL with W Capital Advisors Pty Ltd for the W Capital Advisors Fund (collectively, “W Capital”).
The Company is included as a guarantor of a disputed Secured Loan Facility Agreement (the “W Capital Loan”) for working capital by Mawson PL with W Capital Advisors Pty Ltd for the W Capital Advisors Fund (collectively, “W Capital”).
We believe a combination of these opportunities are expected to be adequate to fund our long-term operations needed over the next twelve months. For our business growth, it is expected we may continue investing in expanding our infrastructure, expanding and/or upgrading our infrastructure and/or other equipment and will require additional working capital in the short-term and long-term.
We believe a combination of these opportunities are expected to be adequate to fund our operations needed over the next twelve months. For our business growth, it is expected we may continue to invest in expanding and/or upgrading our infrastructure and/or other equipment and will require additional working capital in the short-term and long-term.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion of our financial condition and results of operations for the years ended December 31, 2024 and 2023 should be read in conjunction with our consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion of our financial condition and results of operations for the years ended December 31, 2025 and 2024 should be read in conjunction with our consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K.
The loan matured in February 2024 and bears interest at a rate of 12% per annum (with an overdue rate provision of an additional 500bps), payable monthly with interest payments that commenced in December 2021. This loan facility is secured by direct assets of MIG No.1 and a general security agreement given by the Company.
The loan matured in February 2024 and bears interest at a rate of 12% per annum (with an overdue rate provision of an additional 500bps), payable monthly with interest payments that commenced in December 2021. This loan facility is secured by specific mining assets of MIG No.1 and a general security agreement given by the Company.
Recently Issued Accounting Pronouncements For information with respect to recent accounting pronouncements, see Note 2 to our Consolidated Financial Statements included in this Annual Report for the year ended December 31, 2024.
Recently Issued Accounting Pronouncements For information with respect to recent accounting pronouncements, see Note 2 to our Consolidated Financial Statements included in this Annual Report for the year ended December 31, 2025.
“Exhibits, Financial Statement Schedules” in this Annual Report. 34 The Company is included as a guarantor of a Secured Loan Facility Agreement (the “Marshall Loan”) by MIG No. 1 Pty Ltd (“MIG No.1”) with Marshall Investments GCP Pty Ltd ATF for the Marshall Investments MIG Trust (collectively, “Marshall”).
“Exhibits, Financial Statement Schedules” in this Annual Report. 41 The Company is included as a guarantor of a disputed Secured Loan Facility Agreement (the “Marshall Loan”) by MIG No. 1 Pty Ltd (“MIG No.1”) with Marshall Investments GCP Pty Ltd ATF for the Marshall Investments MIG Trust (collectively, “Marshall”).
The Celsius Loan accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 200bps). Luna is required to amortize the loan at a rate of 15% per quarter, principal repayments began at the end of September 2022. The Celsius Loan had a maturity date of August 23, 2023.
The Celsius Promissory Note accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 200bps). Luna Squares is required to amortize the loan at a rate of 15% per quarter, principal repayments began at the end of September 2022. The Celsius Promissory Note had a maturity date of August 23, 2023.
In connection with this agreement, Celsius Mining LLC loaned Luna a principal amount of $20.0 million, for the purpose of funding the infrastructure required to meet the obligations of the Digital Colocation Agreement, for which Luna issued a Secured Promissory Note (the “Celsius Loan”) for repayment of such amount.
In connection with this agreement, Celsius Mining LLC loaned Luna Squares a principal amount of $20.0 million, for the purpose of funding the infrastructure required to meet the obligations of the Digital Colocation Agreement, for which Luna Squares issued a Secured Promissory Note (the “Celsius Promissory Note”) for repayment of such amount.
Interest has been accrued from July onwards and therefore the outstanding balance is $0.1 million as of December 31, 2024, all of which is classified as a current liability. During 2024 the principal amount outstanding of $0.50 million was repaid to the investor.
Interest has been accrued from July onwards and therefore the outstanding balance is $0.2 million as of December 31, 2025, all of which is classified as a current liability. During 2024 the principal amount outstanding of $0.50 million was repaid to the investor.
The final convertible noteholder who was not a party to this variation opted to enter into an arrangement whereby it received pre-payment of interest but agreed that repayment of the principal was not required therefore the remaining $0.50 million had been classified as a current liability. The convertible note matured in July 2023.
The final convertible noteholder, W Capital, who was not a party to this variation opted to enter into an arrangement whereby it received pre-payment of interest but agreed that repayment of the principal was not required therefore the remaining $0.5 million had been classified as a current liability. The convertible note matured in July 2023.
The outstanding balance including interest is $9.7 million as of December 31, 2024, all of which is currently classified as a current liability. On July 8, 2022, the Company issued secured convertible promissory notes to investors in the aggregate principal amount of $3.6 million (the “Secured Convertible Promissory Notes”) in exchange for an aggregate of $3.6 million in cash.
The outstanding balance including interest is $10.8 million as of December 31, 2025, all of which is currently classified as a current liability. On July 8, 2022, the Company issued secured convertible promissory notes to investors in the aggregate principal amount of $3.6 million (the “Secured Convertible Promissory Notes”) in exchange for an aggregate of $3.6 million in cash.
Net cash used in investing activities for the year ended December 31, 2024 was due to capital expenditures of $2.0 million partially offset by proceeds from sales of property, plant and equipment of $0.8 million.
Net cash used in investing activities for the year ended December 31, 2025 was due to capital expenditures of $0.1 million. Net cash used in investing activities during the year ended December 31, 2024, was primarily attributable to capital expenditures of $2 million partially offset by proceeds from sales of property, plant and equipment of $0.8 million.
As of December 31, 2024, we had an aggregate of $20.9 million of debt, all of which is overdue for repayment unless we refinance, renegotiate the terms, or prevail in our disputes and/or related claims and/or counterclaims.
As of December 31, 2025, we had an aggregate of $25.2 million of debt, all of which is overdue for repayment unless we refinance, renegotiate the terms, or prevail in our disputes and/or related claims and/or counterclaims.
CleanSpark, Inc. and CSRE Properties Sandersville, LLC in the US District Court for the Southern District of New York, Civil Action No. 1:24-cv-5379 against CleanSpark Inc. and CSRE Properties Sandersville, LLC for $2.0 million for breach of contract of the debtors’ obligation to pay for an energy earnout provision contained in a Bill of Sale dated October 1, 2022 between the parties.
District Court for the Southern District of New York, Civil Action No. 1:24-cv-5379 against CleanSpark Inc. and CSRE Properties Sandersville, LLC for $2.0 million for breach of contract relating to the debtors’ obligation to pay an energy earnout provision contained in the CleanSpark Bill of Sale.
Financial condition As of December 31, 2024, and 2023, we had negative working capital of $35.9 million and $33.2 million, respectively. As of December 31, 2024 and 2023, we had net assets of ($3.2) million and $30.4 million, respectively.
Financial Condition As of December 31, 2025 and 2024, we had negative working capital of $31.3 million and $35.9 million, respectively. As of December 31, 2025 and 2024, we had net assets of ($3.1) million and $(3.2) million, respectively.
For the years ended December 31, 2024 and 2023, the Company incurred a loss after tax of $46.1 million and $60.4 million, respectively. Included in trade and other receivables is a $2.0 million payment being the final payment due from CleanSpark, Inc. for the sale of the Georgia facility. CleanSpark, Inc. has disputed this payment.
For the years ended December 31, 2025 and 2024, the Company incurred a loss after tax of $23.7 million and $46.1 million, respectively. Included in trade and other receivables is a $2.0 million payment due from CleanSpark, Inc. for the purchase of the Company’s Georgia facility. CleanSpark, Inc. has disputed this payment.
On July 16, 2024 the Company filed a formal complaint in the matter entitled Mawson Infrastructure Group, Inc., and Luna Squares, LLC v.
Subsequently, on July 16, 2024, the Company filed a formal complaint in the matter entitled Mawson Infrastructure Group, Inc., and Luna Squares, LLC v. CleanSpark, Inc. and CSRE Properties Sandersville, LLC in the U.S.
As of December 31, 2024, the balance was AUD $2.1 million (USD $1.3 million) representing outstanding interest, all of which is currently classified as a current liability. The W Capital Loan accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 800bps). The W Capital Loan expired in March 2023.
Based on the disputed demands of W Capital, as of December 31, 2025, the balance was AUD $2.5 million (USD $1.7 million) representing outstanding interest, all of which is currently classified as a current liability. The W Capital Loan accrues interest daily at a rate of 12% per annum (with an overdue rate provision of an additional 800bps).
As of December 31, 2024, we had an accumulated deficit of $228.8 million compared to $182.7 million as of December 31, 2023. Our cash position of December 31, 2024, was $6.1 million in comparison to $4.5 million as of December 31, 2023.
As of December 31, 2025, we had an accumulated deficit of $252.5 million compared to $228.8 million as of December 31, 2024. Our cash position of December 31, 2025, was $13.3 million in comparison to $6.1 million as of December 31, 2024.
The Company has considered the following to be significant estimates made by management, including but not limited to, going concern assumptions, estimating the useful lives of fixed assets, realization of long-lived assets, unrealized tax positions, the realization of digital currencies, valuing the derivative asset classified under Level 3 fair value hierarchy, and the contingent obligation with respect to future revenues. 36
The Company has considered the following to be significant estimates made by management, including but not limited to, going concern assumptions, estimating the useful lives of fixed assets, realization of long-lived assets, uncertain tax positions, the valuation of cryptocurrencies under Level 1 fair value hierarchy, and valuing the derivative asset classified under Level 3 fair value hierarchy.
Principal repayments began during November 2022. There has been no principal and interest payments made since May 2023. The outstanding balance including interest is $9.9 million as of December 31, 2024, all of which is currently classified as a current liability.
Principal repayments began during November 2022. There have been no principal and interest payments made since May 2023. Based on the disputed demands of Marshall, the outstanding balance including interest is $12.6 million as of December 31, 2025, all of which is currently classified as a current liability.
We had a net loss of $46.3 million for the year ended December 31, 2024, which included $17.9 million of depreciation and amortization expense, $14.1 million of stock based compensation, $13.0 million of loss on deconsolidation, and $3.1 million of non-cash interest expense.
We had a net loss of $46.3 million for the year ended December 31, 2024, which included $17.9 million of depreciation and amortization expense, $14.1 million of stock-based compensation, and $12.4 million of loss on deconsolidation. For the years ended December 31, 2025 and 2024, net cash used in investing activities was $0.1 million and $1.1 million, respectively.
Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. For the year ended December 31, 2024, we financed our operations primarily through net positive cash flow provided by operating activities and other cash reserves.
Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. For the year ended December 31, 2025, we financed our operations primarily through cash from operations, proceeds from our ATM (defined below) and other cash reserves.
On December 22, 2023, the Company made formal demand on CleanSpark Inc. and CSRE Properties Sandersville, LLC for at least $2.0 million for breach of contract of a Bill of Sale dated October 1, 2022 between the parties.
On December 22, 2023, the Company made formal demand on CleanSpark Inc. and CSRE Properties Sandersville, LLC for breach of contract of the Bill of Sale, dated October 1, 2022, among the Company, CleanSpark Inc. and CSRE Properties Sandersville, LLC (the “CleanSpark Bill of Sale”).
Operating expenses Our operating expenses include: selling, general and administrative expenses; stock based compensation; change in fair value of derivative asset; and depreciation and amortization. Selling, general and administrative Our selling, general and administrative expenses consist primarily of audit, legal, and other professional fees, employee compensation, director fees, equipment repairs; marketing; freight; insurance; consultant fees; lease amortization and general expenses.
Selling, general and administrative Our selling, general and administrative expenses consist primarily of audit, legal, and other professional fees, employee compensation, director fees, equipment repairs, marketing, freight, insurance, consultant fees, lease amortization and general expenses.
For more information on these matters, please see Note 10 – Commitments and Contingencies to the consolidated financial statements included in Item 15.
Material Cash Requirements The following discussion summarizes our material cash requirements from contractual and other obligations. For more information on these matters, please see Note 10 – Commitments and Contingencies to the consolidated financial statements included in Item 15.
Our principal sources of liquidity have been and are expected to be our cash and cash equivalents, which are available to us, and further issuances of shares.
We expect these capital and liquidity needs to continue as we further develop and grow our business. Our principal sources of liquidity have been and are expected to be our cash and cash equivalents, which are available to us, and further issuances of shares.
For the years ended December 31, 2024 and 2023, net cash used in financing activities was $0.8 million and $4.6 million., respectively. Net cash used in financing activities for the year ended December 31, 2024, was due to loan payments of $0.5 million and lease payments of $0.3 million.
Net cash provided by financing activities for the year ended December 31, 2025, was due to net proceeds from share issuances of $14.6 million which was offset by lease payments of $0.4 million. Net cash used in financing activities for the year ended December 31, 2024 was due to loan payments of $0.5 million and lease payments of $0.3 million.
The following table presents the major components of net cash flows (used in) provided by operating, investing and financing activities for the years ending December 31, 2024 and 2023: Years Ended December 31, 2024 2023 Net cash provided by (used in) operating activities $ 3,562,603 $ (2,545,664 ) Net cash (used in) provided by investing activities $ (1,119,038 ) $ 10,741,617 Net cash used in financing activities $ (830,067 ) $ (4,647,279 ) For the year ended December 31, 2024, net cash provided by operating activities was $3.6 million and for the year ended December 31, 2023, net cash used in operating activities was $2.5 million.
The following table presents the major components of net cash flows (used in) provided by operating, investing and financing activities for the years ending December 31, 2025 and 2024: Years Ended December 31, 2025 2024 Net cash (used in) provided by operating activities $ (6,899,676 ) $ 3,562,603 Net cash used in investing activities $ (109,690 ) $ (1,119,038 ) Net cash provided by (used in) financing activities $ 14,190,785 $ (830,067 ) For the year ended December 31, 2025, net cash used in operating activities was $6.9 million and for the year ended December 31, 2024, net cash provided by operating activities was $3.6 million.
This represented an increase of $15.7 million or a 36% year-over-year revenue increase. Cost of revenues Our cost of revenues consists primarily of direct power costs related to digital asset mining and colocation services and cost of mining equipment sold. Cost of revenues for the years ended December 31, 2024 and 2023, were $39.0 million and $28.6 million, respectively.
Cost of revenues Our cost of revenues consists primarily of direct power costs related to digital asset mining and colocation services and cost of mining equipment sold. Cost of revenues for the years ended December 31, 2025 and 2024 were $22.4 million and $39.0 million, respectively, representing a decrease of $16.6 million, or 43%.
For the year ended December 31, 2024, net cash used in investing activities was $1.1 million and for the year ended December 31, 2023, net cash provided by investing activities was $10.7 million.
For the year ended December 31, 2025, net cash provided by financing activities was $14.2 million and for the year ended December 31, 2024, net cash used in financing activities was $0.8 million.
Adjusted EBITDA, which is a non-GAAP financial measure, is defined by the Company as net loss plus income tax, depreciation and amortization, further adjusted by impairment of financial assets, net loss of equity method investments, stock based compensation, loss on foreign currency, other non-operating income and expenses, change in fair value of derivative asset, fair value loss on investments, and gain on deconsolidation.
Adjusted EBITDA, which is a non-GAAP financial measure, is defined by the Company as net loss plus income tax, depreciation and amortization, stock based compensation, (gain) loss on foreign currency, other non-operating income and expenses, change in fair value of derivative asset, bad debt expense, and gain on deconsolidation. 38 Adjusted EBITDA should not be considered an alternative to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.
For the Years Ended December 31, 2024 2023 (unaudited) Net loss: $ (46,336,787 ) $ (58,545,093 ) Impairment of financial assets - 1,837,063 Share of net loss of equity method investments - 36,356 Depreciation and amortization 17,877,770 38,080,506 Stock based compensation 14,064,883 10,834,838 (Gain) loss on foreign currency transactions (1,009,223 ) 1,738,845 Other non-operating income (364,382 ) (517,918 ) Other non-operating expenses 3,137,278 3,445,461 Change in fair value of derivative asset 1,173,104 7,241,883 Income tax 976,570 5,948,619 Loss (gain) on deconsolidation 12,444,097 (9,472,976 ) Adjusted EBITDA (non-GAAP) $ 1,963,310 $ 627,584 Liquidity and Capital Resources General Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.
For the Years Ended December 31, 2025 2024 (unaudited) Net loss: $ (23,656,569 ) $ (46,336,787 ) Depreciation and amortization 5,600,793 17,877,770 Stock based compensation 8,975,579 14,064,883 (Gain) loss on foreign currency transactions 1,264,378 (1,009,223 ) Interest income (357,849 ) (364,382 ) Other non-operating expense 3,444,423 3,137,278 Change in fair value of derivative asset (590,126 ) 1,173,104 Income tax 12,526 976,570 Bad debt expense 1,046,709 - Loss (gain) on deconsolidation - 12,444,097 Adjusted EBITDA (non-GAAP) $ (4,260,136 ) $ 1,963,310 Liquidity and Capital Resources General Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.
The Company manages and operates two data center facilities in Pennsylvania delivering a total current capacity of approximately 129 megawatts (MW) and has an additional 24 MW of future capacity in Ohio that is under development, all strategically located in locations served by the PJM Energy Market in the United States.
The Company manages and operates digital infrastructure platforms and data centers delivering a total current capacity of approximately 129 megawatts (“MW”) with its current operational sites, with future capacity under development, all strategically located in locations served by the PJM Energy Market in the United States. The PJM Energy Market is the largest wholesale power market in North America.
On February 23, 2022, Luna Squares LLC (“Luna”) entered into a Digital Colocation Agreement with Celsius Mining LLC.
The W Capital Loan expired in March 2023. On February 23, 2022, Luna Squares LLC (“Luna Squares”) entered into a Digital Colocation Agreement with Celsius Mining LLC (the “Celsius Colocation Agreement”).
We believe our near-term working capital requirements will continue to be funded through a combination of the cash we expect to generate from future operations, our existing funds, external debt facilities that may be available to us, future issuances of shares, and other potential sources of capital, monetization, or funds.
As of December 31, 2025, the Company has sold 2,468,729 shares of Common Stock under the Sales Agreement at an average price of approximately $6.12 per share, which has resulted in cash proceeds to the Company of $14.6 million, net of issuance costs. 39 We believe our near-term working capital requirements will continue to be funded through a combination of the cash we expect to generate from future operations, our existing funds, external debt facilities that may be available to us, future issuances of shares, and other potential sources of capital, monetization, or funds.
We had a net loss of $58.5 million for the year ended December 31, 2023, which included $38.1 million of depreciation and amortization expense, $10.8 million of stock based compensation, $9.5 million of gain on deconsolidation, and $7.2 million of unrealized loss on derivative asset.
We had a net loss of $23.7 million for the year ended December 31, 2025, which included $5.6 million of depreciation and amortization expense, $8.6 million of stock based compensation, and $3.4 million of non-cash interest expense.
The lower depreciation and amortization expense is the result of an increased number of the Company’s digital asset mining hardware being fully depreciated during 2023 and 2024, and a lower number of digital asset miners being acquired during the year ended December 31, 2024. 31 Change in fair value of derivative asset During the years ended December 31, 2024 and 2023, there was an unrealized loss on the fair value of the derivative asset of $1.2 million and $7.2 million, respectively, in relation to our power supply arrangements.
Change in fair value of derivative asset During the years ended December 31, 2025 and 2024, there was a gain on the fair value of the derivative asset of $0.6 million and a loss on the fair value of the derivative asset of $1.2 million, respectively, in relation to our power supply arrangements.
Adjusted EBITDA should not be considered an alternative to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA may have material limitations as a performance measure because it excludes items that are necessary elements of our costs and operations.
Adjusted EBITDA may have material limitations as a performance measure because it excludes items that are necessary elements of our costs and operations. In addition, Adjusted EBITDA presented by other companies may not be comparable to our presentation, since each company may define these terms differently.
During the year ended December 31, 2024, we recorded a gain on foreign currency transactions of $1.0 million, compared to a loss on foreign currency transactions of $1.7 million for the year ended December 31, 2023. The change was due to the change in foreign exchange rates.
The higher amount of interest expense recognized in 2025 compared to 2024 is due to interest accreting to the total outstanding debt. During the year ended December 31, 2025, loss on foreign currency transactions was $1.3 million. During the year ended December 31, 2024, gain on foreign currency transactions was $1.0 million.
As of December 31, 2024 and 2023, we had negative working capital of $35.9 million and $33.2 million, respectively.
Refer to “Material Cash Requirements” section below for more information. As of December 31, 2025 and 2024, we had negative working capital of $31.3 million and $35.9 million, respectively.
The Company expects to continue to focus on improving its cash flows through a number of various activities. As of December 31, 2024 and 2023, the trade receivables balance was $15.2 million and $12.1 million, respectively. As of December 31, 2024 and 2023, we had $20.9 million and $19.4 million, respectively, of outstanding short-term borrowings.
The Company expects to continue to focus on improving its cash flow through various activities, including expanded diversified, high-margin colocation operations and optimizing energy procurement strategies. As of December 31, 2025 and 2024, the trade receivables balance was $9.6 million and $15.2 million, respectively.
The expense for 2024 was primarily attributed to the loss on deconsolidation of $12.4 million and interest expense of $3.1 million, partially offset by gain on foreign currency transactions of $1.0 million.
Non-operating income (expense) Non-operating income (expense) consists primarily of interest expenses, gain (loss) on foreign currency transactions, loss on deconsolidation and other income and expenses. Interest expenses for the years ended December 31, 2025 and 2024, were $3.4 million and $3.1 million, respectively.
Selling, general and administrative expenses for the years ended December 31, 2024 and 2023, were $18.3 million and $19.2 million, respectively. Total selling, general and administrative expenses decreased by $0.9 million in 2024.
Selling, general and administrative expenses for the years ended December 31, 2025 and 2024 were $22.6 million and $18.3 million, respectively, representing an increase of $4.3 million, or 24%.
The increase in revenue was due to the Company expanding its number of digital colocation customers, increasing the number of machines using our digital colocation infrastructure services, and growing its digital colocation business. 30 Energy management revenue for the years ended December 31, 2024 and 2023, were $7.6 million and $5.4 million, respectively.
The Company continues to enhance its digital colocation capabilities to expand its customer base and increase the number of machines utilizing its digital colocation infrastructure services. 36 Energy management revenue for the years ended December 31, 2025 and 2024, were $11.8 million and $7.6 million, respectively. This represented a 56% increase or an increase of $4.2 million, compared to 2024.
The Company also has an energy management business, which utilizes software and analysis, to generate revenue when the Company adapts its operations to the real-time needs of the power grid.
The Company also has an energy management business, which utilizes software and analysis, to generate revenue when the Company participates in energy management programs related to the real-time needs of the power grid. 34 The Company has a strategy to prioritize the usage of carbon-free energy sources, including nuclear energy, to power its digital infrastructure platforms and computational machines to support the rapid growth of the digital economy in an environmentally sustainable way.
Business overview We are a technology company focused on digital infrastructure platforms. The Company develops and operates digital infrastructure platforms for enterprise customers and for its own purposes. The Company’s digital infrastructure platforms can be used to operate computing resources for a number of applications, and are offered across AI, HPC, digital asseets, and other computing applications.
Business Overview We are a technology company focused on digital infrastructure platforms, headquartered in the United States. The Company designs, builds and operates next-generation digital infrastructure platforms for enterprise customers and for its own purposes. The Company provides services spanning AI, HPC, digital assets including Bitcoin mining, and other intensive compute applications.
In addition, Adjusted EBITDA presented by other companies may not be comparable to our presentation, since each company may define these terms differently. 32 The table below reconciles Adjusted EBITDA, which is a non-GAAP financial measure, to net loss.
The table below reconciles Adjusted EBITDA, which is a non-GAAP financial measure, to net loss.
Depreciation and amortization Depreciation consists primarily of depreciation of digital asset mining hardware and MDC equipment. Depreciation and amortization for the years ended December 31, 2024 and 2023, were $17.9 million and $38.1 million, respectively.
Depreciation and amortization for the years ended December 31, 2025 and 2024, were $5.6 million and $17.9 million, respectively. The lower depreciation and amortization expense is the result of liquidation and deconsolidation of MIG No. 1 and an increased number of the Company’s digital asset mining hardware being fully depreciated compared to prior periods.
In addition, the Celsius deposit of $15.3 million is the subject of an ongoing legal dispute in arbitration with Mawson and Celsius having claims and counterclaims. We will need to raise substantial additional capital to continue our operations, execute our business strategy and meet our debt service obligations.
In addition to the debt, as of December 31, 2025, the deposit of $15.3 million from Celsius was the subject of an ongoing legal dispute that was in arbitration with Mawson, Celsius and Ionic Digital Mining LLC (“Ionic”), as successor in interest to Celsius, having claims and counterclaims.
On December 13, 2024, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Lead Agent”) and A.G.P./Alliance Global Partners (collectively with the Lead Agent, the “Agents” and individually an “Agent”), to sell shares of our Common Stock (the “Shares”), having an aggregate sales price of up to $12 million, from time to time, through an “at the market offering” program under which the Agents will act as sales agent.
Wainwright & Co., LLC (“Wainwright”) to sell shares (the “Shares”) of our Common Stock having an aggregate sales price of up to $9.6 million, from time to time, through an “at-the-market” offering program (the “ATM”) under which Wainwright will act as sales agent.
During the year ended December 31, 2024, we recorded a net loss on deconsolidation of $12.4 million relating to the liquidation and deconsolidation of MIG No.1, Mawson AU, and Mawson PL. During the year ended December 31, 2023, we recorded a gain on deconsolidation of $9.5 million relating to the liquidation and deconsolidation of Mawson PL.
During the year ended December 31, 2024, the Company recognized a deconsolidation loss of $12.4 million. This loss was as a result of three of the Company’s Australian subsidiaries, MIG No.1, Mawson AU and Mawson SPL, proceeding into Australian court appointed liquidation. Accordingly, these subsidiaries were deconsolidated.
In particular, we have large power usage costs, and other significant costs include our lease, operational and employee costs. We expect these capital and liquidity needs to continue as we further develop and grow our business.
At this time, the matter is pending. 42 Our primary requirements for liquidity and capital are working capital, capital expenditures, public company costs and general corporate needs. In particular, we have large power usage costs, and other significant costs include our legal, lease, operational and employee costs.
We may not be able to raise adequate capital on a timely basis, on favorable terms, or at all.
Any capital-raising through equity or convertible debt could result in significant dilution to existing stockholders. In addition, newly issued securities may have rights, preferences, or privileges senior to those of our common shares. We may not be able to raise adequate capital on a timely basis, on favorable terms, or at all.
The short-term borrowings as of December 31, 2024, relate to Celsius Mining LLC, W Capital Advisors Pty Ltd, the secured convertible promissory notes issued to investors and Marshall Investments MIG Pty Ltd (these loans are currently in default, refer to Material Cash Requirements section below for more information ) .
As of December 31, 2025 and 2024, we had $25.2 million and $20.9 million, respectively, of outstanding short-term borrowings. The short-term borrowings as of December 31, 2025 relate to the Celsius Promissory Note, W Capital Loan, the Secured Convertible Promissory Notes and the Marshall Loan (each as defined below), each of which is currently in default.
Stock based compensation Stock based compensation expenses for the years ended December 31, 2024 and 2023, were $14.1 million and $10.8 million, respectively.
These increases were partially offset by lower bonuses and commissions of approximately $1.3 million and lower payroll tax expense of approximately $1.6 million year over year. Stock-based compensation Stock-based compensation expense for the years ended December 31, 2025 and 2024 was $9.0 million and $14.1 million respectively.
Sales of digital mining equipment for the years ended December 31, 2024 and 2023, were $0.6 million and $0.3 million, respectively. This represented an increase of 50% over the prior year period. Our overall revenue for the years ended December 31, 2024 and 2023, were $59.3 million and $43.6 million, respectively.
This transition has resulted in a greater proportion of revenue being generated from colocation operations. Our overall revenue for the years ended December 31, 2025 and 2024, were $39.8 million and $59.3 million, respectively. This represented a decrease of $19.5 million or a 33% year-over-year revenue decrease.
Our inability to raise sufficient capital would have a material adverse effect on our financial condition and business. 33 Working Capital and Cash Flows As of December 31, 2024 and 2023, we had a cash and cash equivalent balance of $6.1 million and $4.5 million, respectively.
In addition, any perceived uncertainty regarding our future operations may limit our ability to retain or hire qualified personnel. 40 Working Capital and Cash Flows As of December 31, 2025 and 2024, we had a cash and cash equivalent balance of $13.3 million and $6.1 million, respectively.
The revenue opportunity from energy management is expected to be impacted by seasonal patterns and other weather-related events as well as the dynamic nature of global power prices. Digital assets mining revenue from self-mining of bitcoin for the years ended December 31, 2024 and 2023, were $12.6 million and $21.6 million, respectively.
Higher overall energy prices and greater grid demand variability during 2025 contributed to increased participation in energy management programs relative to 2024. Digital assets mining revenue from self-mining of Bitcoin for the years ended December 31, 2025 and 2024, were $1.9 million and $12.6 million, respectively. This represented an 85% decrease or a decrease of $10.7 million, compared to 2024.
Removed
The Company also periodically transacts in digital computational machines, data center infrastructure, and related equipment, subject to business and commercial opportunities. 29 The Company has a strategy to prioritize the usage of carbon-free energy sources, including nuclear energy, to power its digital infrastructure platforms and computational machines.
Added
The Company delivers both self-mining operations and colocation services to enterprise customers with a vertically integrated infrastructure model built for scalability and efficiency.
Removed
The PJM Energy Market is the largest wholesale power market in North America. The Company previously had interests in the Australian market, however for strategic and commercial reasons, the Company is currently focused on advancing its interests in North America. The Company currently operates facilities in the United States of America and does not have operating sites in Australia.
Added
In October 2025, we announced the launch of a graphics processing unit (“GPU”) pilot program on a major, leading decentralized AI network. Our GPU pilot’s overarching objective is to build a repeatable, scalable framework that proves a path for us to expand our role as an AI cloud or infrastructure provider across our U.S. sites.
Removed
This represented an increase of $22.1 million or a 136% year-over-year revenue increase.
Added
Since launch, the GPU pilot has outperformed competing marketplace offerings on GPU performance benchmarks for deep-learning tasks, while maintaining competitive bandwidth metrics at a limited scale. Analysis of runtime optimization, pricing dynamics and network placement has contributed to our growing internal technical expertise and stress-tested infrastructure assumptions for future GPU deployments.
Removed
This represented an increase of $2.2 million or a 42% year-over-year revenue increase. This increase is due to the Company’s enhanced energy management programs, which utilizes software and analysis, to generate revenue when the Company adapts its power usage to the real-time needs of the grid.
Added
We continue to refine our listing strategy, expand certification coverage, and collect data in order to accelerate deployment speed and scale in subsequent GPU rollouts. Due to supply chain delays, the pilot program remains ongoing.
Removed
This represented a decrease of $9.0 million or 42% over the prior year period.
Added
Recent Developments Nasdaq Compliance On December 22, 2025, the Company received written notice from the Listing Qualifications Hearings Department of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(b) (the “MVLS Rule”) and will continue being listed on The Nasdaq Capital Market.
Removed
The decrease for the year ended December 31, 2024, was due to a number of factors, including the impact of the April 2024 halving event, and a higher global network difficulty rate in the year ended December 31, 2024, compared to the same period in 2023, which led to lower bitcoin production from self-mining.
Added
As previously disclosed, the Company was notified by Nasdaq that the Company no longer satisfied the $35 million market value of listed securities (“MVLS”) requirement set forth in the MVLS Rule.
Removed
In the year ended December 31, 2024, the Company also significantly expanded and grew its digital colocation services business across multiple customers reallocating some of its digital asset mining capacities.
Added
In response, the Company attended a hearing before the Nasdaq Hearings Panel (the “Panel”) to present its plan to evidence compliance with the $2.5 million stockholders’ equity requirement set forth in the MVLS Rule as an alternative to the $35 million MVLS requirement. The Company was granted an extension to demonstrate compliance with the MVLS Rule until December 19, 2025.
Removed
The Company believes its digital asset mining revenue may continue to fluctuate with bitcoin pricing and market conditions as the bitcoin industry works through the expected volatility inherently associated with bitcoin including the impact post the April 2024 halving event.
Added
This represented a decrease of $12.5 million or a 32% year-over-year revenue decrease. The decrease in revenue was primarily attributable to a reduction in both the number of customers and the average contract size as compared to 2024.
Removed
The increase in cost of revenues was primarily attributable to an increase in power costs related to an increase in energy used to operate the colocated equipment for our enterprise digital colocation customers within our facilities.
Added
In 2025, the Company entered into a profit-share agreement that generated lower revenue relative to traditional colocation arrangements but yielded higher overall profitability.
Removed
The decrease was primarily due decreases in rent and equipment rental of $0.9 million each, marketing of $0.4 million, and property costs of $0.3 million, partially offset by an increase in overall employee and personnel compensation of $2.0 million.

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