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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2025, the Board of Directors (the “Board”) of Mawson Infrastructure Group Inc. (the “Company”) provided Mr. Rahul Mewawalla with notice of termination of his employment as Chief Executive Officer and President of the Company effective immediately in accordance with the terms of his employment agreement with the Company, dated May 22, 2023 (as amended, the “Mewawalla Agreement”), and that such termination was for “Cause” (as defined in the Mewawalla Agreement).
In connection with Mr. Mewawalla’s termination, he will forfeit his outstanding equity award of 4,548,512 unvested restricted stock units.
Also on July 8, 2025, the Board requested that Mr. Mewawalla resign from his role as a member of the Board in accordance with the terms of the Director Appointment Letter between the Company and Mr. Mewawalla, dated January 31, 2023 (the “Director Appointment Letter”). In accordance with the terms of the Director Appointment Letter, Mr. Mewawalla was required to resign and therefore was deemed to have resigned as a member of the Board effective immediately.
Item 8.01 - Other Events
On July 8, 2025, the Company filed a complaint in the Court of Chancery of the State of Delaware against Mr. Mewawalla captioned Mawson Infrastructure Group Inc. v. Rahul Mewawalla, No. 2025-0789-JTL (the “Mewawalla Action”). The Mewawalla Action seeks to recover damages from Mr. Mewawalla arising out of his alleged breach of fiduciary duties as a director, as well as alleged fraud. Mr. Mewawalla has not filed an answer to the Mewawalla Action.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
| Date: July 14, 2025 | By: | /s/ Kaliste Saloom |
| Kaliste Saloom | ||
| Interim Chief Executive Officer, General Counsel and Corporate Secretary | ||
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