Mawson Infrastructure Group Inc. 8-K

What Happened

• Mawson Infrastructure Group Inc. (MIGI) filed a Complaint and a Motion for Expedited Injunctive Relief in the U.S. District Court for the District of Delaware on January 20, 2026. The complaint names Endeavor Blockchain, LLC, Joshua Kilgore, PM Squared, LLC, Cody Smith, and Phil Stanley as defendants and alleges violations of Sections 13(d) and 10(b) of the Securities Exchange Act and SEC Rules 13d-1 and 10b-5.
• The Company alleges the defendants failed to timely and accurately disclose purchases of MIGI common stock on Schedule 13D, and that their filings omitted an intent to effect a change in control via a partial tender offer at $10.00 per share followed by a PIPE of convertible preferred stock. Mawson seeks declaratory judgment, injunctions (including barring further trading and stopping the tender offer), an order requiring divestiture, and corrected Schedule 13D filings.
• Separately, Mawson announced that Interim CEO and General Counsel Kaliste Saloom will present at the Emerging Growth Conference on January 22, 2026 (live webcast approx. 3:40–3:50 PM ET); an archived webcast will be available afterward.

Key Details

• Complaint and motion filed: January 20, 2026 (U.S. District Court, District of Delaware).
• Defendants named: Endeavor Blockchain, LLC; Joshua Kilgore; PM Squared, LLC; Cody Smith; Phil Stanley.
• Alleged tender offer price omitted from disclosures: $10.00 per share; planned follow-on financing: PIPE of convertible preferred stock.
• Investor presentation: January 22, 2026, ~3:40–3:50 PM ET (live webcast, archived afterward).

Why It Matters

• The lawsuit centers on alleged failures to disclose material information about stock purchases and a planned change in control; if the court grants injunctive relief, defendants could be barred from trading, forced to divest shares, and required to amend disclosures — all of which could affect stock supply and price.
• Corrected disclosures or court rulings could clarify who controls the company and the likelihood of the proposed tender/PIPE transaction, which is important information for shareholders assessing risk and potential takeover activity.
• The company’s investor presentation provides a near-term opportunity for management to discuss the situation publicly; retail investors should watch filings and the webcast for updates and material developments.