MAWSON INFRASTRUCTURE GROUP INC. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The Secured Convertible Promissory Notes are convertible at the option of the
holder at a price of
The Secured Convertible Promissory Notes bear interest of twenty percent (20%) per annum, except in the case of an event of default, during which they will bear interest of twenty-five percent (25%) per annum. One-half of the interest that accrues each month on the Secured Convertible Promissory Notes must be paid monthly. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Secured Convertible Promissory Notes, is due and payable if not converted pursuant to the terms and conditions of the Secured Convertible Promissory Note on the earlier of (i) one year after its issuance, or (ii) following an event of default.
The Company intends to use the net proceeds from the Secured Convertible Promissory Notes to continue to build out its digital infrastructure, for potential strategic transactions and also for general corporate purposes, including working capital.
The description of the Secured Promissory Notes are only a summary and are qualified in their entirety by reference to the full text of the forms of such documents, which are filed as an exhibit to this Current Report on Form 8-K and which are incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth above in Item 1.01 of this current report is incorporated herein by reference in its entirety.
The Secured Convertible Promissory Notes and Common Stock issued thereunder will
be 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, the investors are
accredited investors, the investors are taking the securities for investment and
not resale and the Company took appropriate measures to restrict the transfer of
the securities. The securities have not been registered under the Securities Act
and may not be sold in
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Form of Secured Convertible Promissory Note
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this 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. 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
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