Form 8-K

8-K — Mawson Infrastructure Group Inc.

Accession: 0001213900-26-047100

Filed: 2026-04-23

Period: 2026-04-17

CIK: 0001218683

SIC: 6199 (FINANCE SERVICES)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0287535-8k_mawson.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF MAWSON INFRASTRUCTURE GROUP INC., AS AMENDED, FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON APRIL 20, 2026 AND EFFECTIVE ON APRIL 24, 2026 (ea028753501ex3-1.htm)

EX-99.1 — PRESS RELEASE DATED APRIL 23, 2026 (ea028753501ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT PURSUANT

SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (date of earliest event reported): April 17, 2026

MAWSON INFRASTRUCTURE GROUP INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-40849

88-0445167

(State or Other Jurisdiction

of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

950 Railroad Avenue,

Midland,

Pennsylvania 15059

(Address

of Principal Executive Offices) (Zip Code)

(412)

515-0896

(Registrant’s

Telephone Number, Including Area Code)

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.001 per share

MIGI

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

April 17, 2026, Mawson Infrastructure Group Inc. (the “Company”) received written notice from the Listing Qualifications

Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, based on the Company’s reported

stockholders’ equity as of December 31, 2025, the Company no longer satisfied Nasdaq Listing Rule 5550(b) (the “Rule”),

which requires either $2.5 million in stockholders’ equity (the “Equity Standard”) or a market value of listed securities

(“MVLS”) of $35 million (the “MVLS Standard”) or $500,000 in net income in the past fiscal year or two of the

past three fiscal years.

Previously,

on December 22, 2025, the Company received formal notice from Nasdaq that the Company had evidenced compliance with the MVLS Standard

(although the Company had in fact evidenced compliance with the Equity Standard and, therefore, compliance with the Rule). The Staff

determined that the Company remained subject to a Mandatory Panel Monitor for a period of one year from the date of the compliance determination,

or December 22, 2026. Based upon the foregoing, and the Company’s non-compliance with the Equity Standard as of December 31, 2025,

the Staff issued a delist determination. Importantly, however, any further suspension or delisting action by the Staff will be stayed

upon the Company’s request for a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely

request a hearing before the Panel to present its plan to evidence compliance with the Rule, which will stay any further action by the

Staff at least until the hearing concludes and any compliance period that may be granted by the Panel following the hearing expires.

order to evidence full compliance with the MVLS Standard, the Company must evidence a closing MVLS of at least $35 million for a minimum

of ten, and generally not more than 20, consecutive business days and has not yet done so. However, the Company believes that, as of

the date of this filing, it has stockholders’ equity in excess of the minimum $2.5 million threshold. The Company will provide

any further updates regarding its Nasdaq compliance status as material developments arise.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Change

in Company Name

April 20, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate

of Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Charter”), to change the Company’s

name from “Mawson Infrastructure Group Inc.” to “Big Digital Energy, Inc.” (the “Name Change”). The

Certificate of Amendment will become effective on April 24, 2026, and the only change to the Company’s prior Charter was to change

the Company’s name.

The

Board of Directors of the Company (the “Board”) approved the Name Change pursuant to Section 242 of the General Corporation

Law of the State of Delaware (“DGCL”). In accordance with the DGCL and the provisions of the Company’s organizational

documents, approval of the Company’s stockholders was not required to effectuate the Name Change, and the Name Change will not

affect the rights of the Company’s security holders.

The

foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and qualified in its entirety

by, the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (this “Current

Report”) and incorporated herein by reference.

Item

7.01 Regulation FD Disclosure.

April 23, 2026, the Company issued a press release to publicly announce the Name Change. A copy of the press release is attached as Exhibit

99.1 to this Current Report and incorporated into this Item 7.01 by reference. The information furnished in this Item 7.01, including

Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language

in such filing, except as expressly set forth by specific reference in such filing.

Item

8.01 Other Events.

New

Nasdaq Ticker Symbol

connection with the Name Change, at the market open on April 30, 2026, the Company’s common stock, par value $0.001 per share (“Common

Stock”), is expected to commence trading on The Nasdaq Capital Market under the new trading symbol “BGDE” and will

cease trading under the trading symbol “MIGI” (the “Symbol Change”).

There

will be no change in the CUSIP number for the Company’s Common Stock in connection with the Name Change or Symbol Change.

New

Corporate Website

connection with the Name Change, the Company will launch a new corporate website: www.bigdigital.energy. The new corporate website will

include, among other things, (a) the Company’s investor relations information, including press releases and links to the Company’s

filings with the Securities and Exchange Commission, (b) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,

and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange

Act, and the Company’s corporate governance documents, including the charters of the committees of the Board and the Company’s

Code of Business and Ethics, and (c) any amendments to or waivers of the Company’s Code of Business and Ethics.

CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

The

Company cautions that any statements in this Current Report that are not a description of historical fact are forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of

words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,”

“believe,” and “will,” among others.

Because

such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such

forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions

that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated

in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, continued evolution

and uncertainty related to technologies and digital infrastructure; the Company’s ability to continue as a going concern; the Company’s

ability to maintain the listing of our common stock on Nasdaq; the possibility of the Company’s need and ability to raise additional

capital, the development and acceptance of digital asset networks and digital assets and their protocols and software, the reduction

in incentives to mine digital assets over time, the costs associated with digital asset mining, the volatility in the value and prices

of digital assets, further or new regulation of digital assets and artificial intelligence (“AI”), the evolution of AI and

high-performance computing (“HPC”) market and changing technologies, the slower than expected growth in demand for AI, HPC

and other accelerated computing technologies than expected, the ability to timely implement and execute on AI and HPC digital infrastructure,

and the ability to timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods

mentioned. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk

Factors” included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2026, and in other filings

the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements,

which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results

may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update

such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required

by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

3.1

Certificate of Amendment to Certificate of Incorporation of Mawson Infrastructure Group Inc., as amended, filed with the Secretary of State of the State of Delaware on April 20, 2026 and effective on April 24, 2026.

99.1

Press release dated April 23, 2026.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

Dated:

April 23, 2026

MAWSON

INFRASTRUCTURE GROUP INC.

By:

/s/

Kaliste Saloom

Name:

Kaliste

Saloom

Title:

General

Counsel & Corporate Secretary

EX-3.1

Filename: ea028753501ex3-1.htm · Sequence: 2

Exhibit 3.1

Delaware

The First State

Page 1

CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF

THE CERTIFICATE OF AMENDMENT OF “MAWSON INFRASTRUCTURE GROUP INC.”, CHANGING ITS NAME FROM “MAWSON INFRASTRUCTURE GROUP

INC.” TO “BIG DIGITAL ENERGY, INC.”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF APRIL, A.D. 2026, AT 4:03 O’CLOCK

P.M.

AND

I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE TWENTY-FOURTH DAY OF APRIL, A.D.

2026.

Charuni Patibanda-Sanchez,

Secretary of State

5081043 8100

Authentication: 203711493

SR# 20261912116

Date: 04-21-26

You may verify this certificate online at

corp.delaware.gov/authver.shtml

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

MAWSON INFRASTRUCTURE GROUP INC.

Mawson Infrastructure Group

Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware

(the “DGCL”), does hereby certify as follows:

1. This Certificate of Amendment (“Certificate of Amendment”)

amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware

on February 10, 2012, as amended from time to time (the “Certificate of Incorporation”).

2. Article I of the Certificate of Incorporation is hereby amended

and restated in its entirety as follows:

“The name of the corporation is Big Digital Energy,

Inc.”

3. This Certificate of Amendment is effective as of April 24,

2026.

4. This Certificate of Amendment was duly adopted in accordance

with the provisions of Section 242 of the DGCL.

5. All other provisions of the Certificate of Incorporation

shall remain in full force and effect.

[SIGNATURE PAGE FOLLOWS]

State

of Delaware

Secretary of State

Division of Corporations

Delivered 04:03 PM 04/20/2026

FILED 04:03 PM 04/20/2026

SR 20261912116 - File Number 5081043

IN WITNESS WHEREOF this

Certificate of Amendment has been executed by a duly authorized officer of the Corporation on April 20, 2026.

MAWSON INFRASTRUCTURE GROUP INC.

By:

/s/ Phil Stanley

Name:

Phil Stanley

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED APRIL 23, 2026

EX-99.1

Filename: ea028753501ex99-1.htm · Sequence: 3

Exhibit 99.1

Mawson Infrastructure Group Inc. Becomes Big

Digital Energy, Inc.; Receives

Nasdaq Listing Determination; Already in Compliance, To Request Hearing

Company Expects to Begin Trading on Nasdaq Under

the New Ticker Symbol “BGDE” on April 30, 2026

MIDLAND, PA – April 23, 2026 — Mawson Infrastructure

Group Inc. (the “Company”) (Nasdaq: MIGI) today announced that it has submitted the relevant documentation with the State

of Delaware to update its name to Big Digital Energy, Inc., effective April 24, 2026, and that, subject to approval by Nasdaq, its common

stock is expected to begin trading on The Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “BGDE” upon

market open on April 30, 2026. The Company’s CUSIP number will remain unchanged, and no action is required from stockholders in

relation to this change.

Phil Stanley, Chief Executive Officer of Mawson, commented, “The

transition to Big Digital Energy and our new ticker symbol ‘BGDE’ marks a pivotal new chapter for the Company. Our rebranding

is more than a name change; it’s a commitment from our Board and Executive Team to focus investments on energy infrastructure to

support the computing needs of the future and position Big Digital for sustainable growth. This renewed focus and investment is aligned

with our commitment to accountability, disciplined execution, and delivering long-term value for our shareholders. The management team

has hit the ground running, visiting our operating sites, engaging directly with capital partners, and identifying the highest-quality

assets to drive near and long-term growth. We are energized by the opportunities ahead and expect to provide meaningful updates on all

fronts in the near future”

Separately, Mawson also announced that on April 17, 2026, it received

a delist determination from Nasdaq based upon stockholders’ equity of less than $2.5 million, as required by Nasdaq Listing Rule

5550(b)(1), as of December 31, 2025. The Company plans to timely request a hearing before the Nasdaq Hearings Panel (the “Panel”)

to present its plan to evidence compliance with the Rule. The request will stay any suspension or delisting action by Nasdaq at least

pending the hearing and the expiration of any compliance period that may be granted by the Panel.

Mr. Stanley commented on the determination. “The Company believes

it is already in compliance with Nasdaq’s listing requirements, which we will demonstrate in the plan submitted to the Panel. The

determination received is a vestige of prior management and does not reflect the Company’s current financial position or operational

trajectory. Under the new leadership team, we have moved swiftly to restore compliance and are focused on continuing to strengthen the

business and deliver value to our shareholders.”

About Mawson Infrastructure Group Inc.

Mawson (Nasdaq: MIGI; expected to change to “BGDE” on April

30, 2026) is a U.S.-based technology company that designs, builds, and operates next-generation digital infrastructure platforms. 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/hosting

for enterprise customers, with a vertically integrated infrastructure model built for scalability and efficiency.

A core part of the Company’s strategy is powering its operations

with carbon-free energy resources—including nuclear power—ensuring that its compute platforms support the rapid growth of

the digital economy in an environmentally sustainable way. With 129 megawatts of capacity already online and more under development, the

Company is positioning itself as a competitive provider of carbon-aware digital infrastructure solutions.

For more information about the Company, visit: https://mawsoninc.com

CAUTIONARY LANGUAGE ON FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, the Company’s ability

to realize its potential to become a valuable digital infrastructure platform and create value for shareholders. There can be no assurance

that the results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the

expected consequences to, or effects on, the Company.

These statements are based on current expectations and assumptions

and are subject to risks and uncertainties that could cause actual results to differ materially, including, without limitation, continued

evolution and uncertainty related to technologies and digital infrastructure; our ability to continue as a going concern; our ability

to maintain the listing of our common stock on Nasdaq; the availability of our “at-the-market” program and our ability or

inability to secure additional funds through equity financing transactions; access to reliable and reasonably priced electricity sources;

operational, maintenance, repair, safety, and construction risks; the failure or breakdown of mining equipment, or internet connection

failure; our reliance on key management personnel and employees; recent changes in our management personnel, our ability to attract or

retain the talent needed to sustain or grow the business; our ability to develop and execute on our business strategy and plans; counterparty

risks related to our customers, agreements and/or contracts; the loss of a significant digital colocation customer; adverse actions by

creditors, debt providers, or other parties; continued evolution and uncertainty related to growth in blockchain and Bitcoin and other

digital assets’ usage; high volatility in Bitcoin and other digital assets’ prices and in value attributable to our business;

our need to, and difficulty in, raising additional debt or equity capital and the availability of financing opportunities; failure to

maintain required compliance to remain eligible for the most cost-effective forms of raising additional equity capital; the evolution

of AI and HPC market and changing technologies; the slower than expected growth in demand for AI, HPC and other accelerated computing

technologies; the ability to timely implement and execute on AI and HPC digital infrastructure contracts or deployment; the ability to

timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods mentioned; downturns

in the digital assets industry; counterparty risks and risks of delayed or delinquent payments from customers and others; inflation, economic

or political environment; cyber-security threats; our ability to obtain proper insurance; banks and other financial institutions ceasing

to provide services to our industry; changes to the Bitcoin and/or other networks’ protocols and software; the decrease in the incentive

or increased network difficulty to mine Bitcoin; the increase of transaction fees related to digital assets; the fraud or security failures

of large digital asset exchanges; the regulation and taxation of digital assets like Bitcoin; our ability to timely and effectively implement

controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002; how our common stock shares may and/or will be impacted

by the dismissal of the involuntary petition filed against us in the United States Bankruptcy Court for the District of Delaware; material

litigation, investigations, or enforcement actions, including by regulators and governmental authorities; and other risks described in

the Company’s filings with the SEC. The Company undertakes no obligation to update or revise forward-looking statements to reflect

events or circumstances after the date of this release, except as required by law. Additional information regarding these and other factors

can be found in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk

Factors” sections of the Company’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly

reports on Form 10-Q.

CONTACT

Investor Relations: [IR@mawsoninc.com]

Partnerships: [Partnerships@mawsoninc.com]

Media and Press: [mediarelations@mawsoninc.com]

Website: [www.mawsoninc.com]

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+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration