S-1/A

As filed with the Securities and Exchange Commission on July 27, 2021

Registration No. 333-256947

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MAWSON INFRASTRUCTURE GROUP INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	2834	80-0445167
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Level 5, 97 Pacific Highway

North Sydney NSW 2060

Australia

Telephone: +61 2 8624 6130

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

James Manning

CEO - Mawson Infrastructure Group Inc.

Level 5, 97 Pacific Highway

North Sydney NSW 2060

Australia

Telephone: +61 2 8624 6130

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Chad Ensz, Esq.

Greg Carney, Esq.

Dentons US LLP

4655 Executive Drive, Suite 700

San Diego, CA 92121 USA

Telephone: +1 (858) 720-6361

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by market and other conditions.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer: ☐	Accelerated filer: ☐
Non-accelerated filer: ☒	Smaller reporting company: ☒
	Emerging Growth Company: ☐

If 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 7(a)(2)(B) of the Securities Act ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount To Be Registered(1)		Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee(3)
Common Stock, $0.001 par value		503,357,990	$	0.8425	$	424,079,106.58	$	46.267.03
Common Stock, $0.001 par value (underlying convertible notes)		43,622,862	$	0. 8425	$	36,752,261.24	$	4,009.68
Common Stock, $0.001 par value (underlying warrants)		16,960,982	$	0.8425	$	14,289,627.34	$	1,559.00
Total		563,941,835				475,120,995.16	$	51,835.71	(5)

(1)	The Registrant is registering for resale by the selling stockholders identified in the prospectus contained herein up to 563,941,835 shares of common stock Common Stock, $0.001 par value (the “Common Stock”), which consists of: (i) 503,357,990 shares of Common Stock, (ii) 16,960,982 shares of Common Stock issuable upon exercise of Common Stock purchase warrants held by the selling stockholders and (iii) 43,622,862 shares of Common Stock issuable upon conversion of convertible notes held by the selling stockholders. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered hereby an additional indeterminate number of shares of Common Stock as may become issuable to the selling stockholders as a result of stock splits, stock dividends and similar transactions, and, in any such event, the number of shares registered hereby shall be automatically increased to cover the additional shares
(2)	Represents the higher of: (i) the exercise prices of the convertible security and (ii) the offering price of securities of the same class as the common stock underlying the convertible security calculated in accordance with Rule 457(c) under the Securities Act, for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. Represents the closing price of the Common Stock on the OTC Markets on July 6, 2020, a date within 5 trading days prior to the date of the filing of this registration statement.
(3)	Estimated in accordance with Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee, based on the closing price of our Common Stock on June 7, 2021, as reported on the OTCQB, a date within 5 trading days of the date of filing of this registration statement.
(4)	Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.

(5) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-256947) is to file Exhibits 5.1, 10.35 and 10.40, as indicated in Item 16 of Part II of this amendment. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II and the signature page to the Registration Statement.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

The exhibits filed and furnished with this registration statement are set forth on the “Exhibit Index” set forth elsewhere herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Sydney, Australia on the 27^th day of July, 2021.

Mawson Infrastructure Group Inc.
By:	/s/ James Manning
	Name:	James Manning
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James Manning	Chief Executive Officer and Director	July 27, 2021
James Manning	(Principal Executive Officer)
*	Chief Financial Officer	July 27, 2021
Or Eisenberg	(Principal Financial and Accounting Officer)
*	Director	July 27, 2021
Michael Hughes
*	Director	July 27, 2021
Gregory Martin
*	Director	July 27, 2021
Yossi Keret

*By:	/s/ James Manning
	James Manning
	Attorney-in-fact

EXHIBIT INDEX

Exhibit Number	Description
2.1†	Agreement and Plan of Merger, dated as of May 21, 2017, by and among the Company, Bufiduck Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on May 22, 2017)
2.2	Amendment No. 1 to Agreement and Plan of Merger, dated as of October 31, 2017, by and among the Company, Bufiduck Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on November 1, 2017)
2.3	Acquisition Agreement, dated November 21, 2011, with Can-Fite Biopharma Ltd. (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on November 23, 2011)
2.4	Agreement and Plan of Merger, dated February 24, 2012 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on April 5, 2012)
2.5	Delaware Certificate of Merger (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on April 5, 2012)
2.6	Nevada Articles of Merger (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on April 5, 2012)
3.1	Certificate of Incorporation (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on April 5, 2012)
3.2	Certificate of Amendment to Certificate of Incorporation (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on July 18, 2013)
3.3	Certificate of Amendment to Certificate of Incorporation dated November 15, 2017 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on November 21, 2017)
3.4	Certificate of Amendment to Certificate of Incorporation dated March 1, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on March 5, 2018)
3.5	Form of Series A Certificate of Designation (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018)
3.6	Bylaws (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on May 10, 2013)
3.7	Certificate of Amendment to Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2021.
3.8	Certificate of Registration of a Company of Cosmos Capital Limited ACN 636 458 912 (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-256947) filed with the SEC on June 9, 2021)
3.9	Constitution of Cosmos Capital Limited (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-256947) filed with the SEC on June 9, 2021)
4.1	Specimen Common Stock Certificate (Incorporated by reference to Company’s Registration Statement on Form S-1 filed with the SEC on February 6, 2018)
4.2	Form of PIPE Warrant (Incorporated by reference to Company’s Registration Statement on Form S-1 filed with the SEC on February 6, 2018)
4.3	Form of Series A and B Warrant (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018)
4.4	Form of February 2021 Convertible Note (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-256947) filed with the SEC on June 9, 2021)
4.5	Warrant issued to HC Wainwright (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-256947) filed with the SEC on June 9, 2021)

4.6	Warrants issued to W Capital Advisors Pty Limited (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-256947) filed with the SEC on June 9, 2021)
5.1#	Opinion of Dentons US LLP
10.1+	2012 Stock Incentive Plan (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on February 9, 2012)
10.2+	2012 Stock  Incentive Plan, Annex A (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on March 8, 2013)
10.3	Chairman Agreement between the Company and Mark Sieczkarek dated as of April 23, 2019 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on April 29, 2019)
10.4	Exclusive Distribution and Licensing Agreement dated May 1, 2015 between Resdevco Ltd. and Wize Pharma Ltd. (formally Star Night Technologies Ltd.) (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.5	Amendment to Licensing Agreement dated November 22, 2015 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.6	Amendment No. 2 to Licensing Agreement dated March 20, 2016 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.7	Amendment No. 1 to Licensing Agreement – Israeli Market dated May 31, 2016 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.8	Amendment No. 2 to Licensing Agreement – Ukraine Market dated May 31, 2016 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.9	Addition to Amendment to Licensing Agreement dated January 6, 2017 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.10	Second Addition to Amendment to Licensing Agreement dated March 30, 2017 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.11	Correction to Licensing Agreement dated June 16, 2017 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.12	Appendix F to Exclusive Distribution and Licensing Agreement between Resdevco Ltd. and Wize Pharma Ltd. signed on May 1, 2015 dated July 20, 2017 (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.13	Appendix G to Exclusive Distribution and Licensing Agreement between Resdevco Ltd. and Wize Pharma Ltd. signed on May 1, 2015 dated July 20, 2017 (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.14	Assumption Agreement dated August 30, 2016 between Resdevco Ltd. and OcuWize Ltd (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)

10.15+	Employment Agreement dated September 30, 2015 between Wize Pharma Ltd. and Or Eisenberg (unofficial English translation from Hebrew) (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.16+	Agreement for Provision of Services Agreement dated September 30, 2015 between Wize Pharma Ltd. and N Danenberg Holdings (2000) Ltd. (unofficial English translation from Hebrew) (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017)
10.17	Letter dated September 6, 2017 from Resdevco Ltd. (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on November 21, 2017)
10.18	Agreement dated September 25, 2017 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on November 21, 2017)
10.19*	Third Amendment to Exclusive Distribution and Licensing Agreement by and between Wize Pharma Ltd. and Resdevco Research and Development Company Ltd., dated December 26, 2017 (Incorporated by reference to Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2018)
10.20*	Memorandum of Understanding by and between Wize Pharma Ltd. and Resdevco Research and Development Company Ltd., dated January 8, 2018 (Incorporated by reference to Company’s Annual Report on Form 10-K filed with the SEC on June 5, 2018)
10.21+	2018 Equity Incentive Plan (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on February 28, 2018)
10.22*	Exclusive Distribution Agreement between Wize Pharma Ltd. and HPGC Medical Co.,Ltd. dated May 31, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on June 5, 2018)
10.23+	Amendment to 2018 Equity Incentive Plan (Incorporated by reference to Company’s Annual Report on Form 8-K filed with the SEC on August 21, 2018)
10.24+	Employment Agreement, dated August 21, 2018, between Wize Pharma Ltd. and Or Eisenberg (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on August 22, 2018)
10.25+	Consulting Services Agreement, dated August 20, 2018, between Wize Pharma Ltd., N. Danenberg Holdings (2000) Ltd. and Noam Danenberg (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on August 22, 2018)
10.26	Form of Purchase Agreement dated October 22, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018)
10.27	Form of Registration Rights Agreement dated October 22, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018)
10.28	Placement Agency Agreement dated October 22, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018)
10.29	Convertible Loan Amendment dated October 19, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018)

10.30	Amendment No. 1 to Consulting Services Agreement dated November 7, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on November 14, 2018)
10.31+	Consulting Agreement dated November 7, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on November 14, 2018)
10.32*	Memorandum of Understanding between Wize Pharma Ltd. and Resdevco, Research and Development Ltd. dated February 24, 2019 (Incorporated by reference to Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020)
10.33	Amendment to Convertible Loans Agreements dated March 4, 2019 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on March 4, 2019)
10.34	Amendment to Convertible Loans Agreements dated May 31, 2019 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on June 4, 2019)
10.35#	Amendment to Convertible Loans Agreements dated November 29, 2019
10.36	Exchange Agreement by and between Bonus BioGroup Ltd. and Wize Pharma Inc., dated January 9, 2020 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January 15, 2020)
10.37	Share Purchase Agreement by and between Bonus BioGroup Ltd. and Wize Pharma Inc., dated January 9, 2020 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January 15, 2020)
10.38	Form of Registration Rights Agreement (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January 15, 2020)
10.39	Series B Purchase Agreement by and between Wize Pharma Inc. and various investors, dated January 9, 2020 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January 15, 2020)
10.40#	Amendment to Exclusive Distribution and Licensing Agreement by and between Wize Pharma Ltd., OcuWize Ltd. and Resdevco Research and Development Company Ltd., dated May 4, 2020
10.41	Letter Agreement (SPA), dated June 24, 2020, by and between the Company and Bonus BioGroup Ltd. (Incorporated by reference to Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2020)
10.42	Amendment to Letter Agreement (SPA), dated July 1, 2020, by and between the Company and Bonus BioGroup Ltd. (Incorporated by reference to Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2020)
10.43	Form of Amendment No. 1, dated as of October 28, 2020, to the Securities Purchase Agreement of October 22, 2018, by and among the Company and the investors signatory thereto (Incorporated by reference to Company’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020)
10.44	Addendum Agreement, between Wize Pharma, Inc. and Bonus BioGroup Ltd., dated November 29, 2020 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on November 30, 2020)

10.45	Form of Securities Purchase Agreement, between Wize Pharma, Inc. and various Purchasers, dated December 30, 2020 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January 5, 2021)
10.46	Form of Securities Purchase Agreement, between Wize Pharma, Inc. and Noam Danenberg, dated December 30, 2020 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January 5, 2021)
10.47†	Deed of Amendment, dated January 18, 2021, of the Bid Implementation Agreement between Wize Pharma, Inc. and Cosmos Capital Limited, dated December 30, 2020 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January 19, 2021)
10.48	Form of Stock Restriction Agreement (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January 19, 2021)
10.49†	Form of Contingent Value Rights Agreement (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January 19, 2021)
10.50	Lease Agreement between Luna Squares LLC (FKA Innovative Property Management, LLC) and The Development Authority of Washington County dated May 1, 2020 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19, 2021).
10.51	First Amendment to Lease Agreement and Exercise of Option to Lease an Additional Four Adjoining Acres between Luna Squares LLC (FKA Innovative Property Management, LLC) and The Development Authority of Washington County dated February 23, 2021. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19, 2021).
10.52	International Sales Contract No:ZY0220211061 between Cosmos Infrastructure LLC and Canaan Convey Co., Ltd. dated February 5, 2021 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19, 2021).
10.53	International Sales Contract NoZY0220211163 between Cosmos Infrastructure LLC and Canaan Convey Co., Ltd. dated March 26, 2021(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19, 2021).
10.54	Equipment Purchase and Finance and Security Agreement with Foundry Digital LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19, 2021).
10.55	Amendment To The Equipment Finance And Security Agreement Dated February 5, 2021(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19, 2021).
10.56	Second Amendment To The Equipment Finance And Security Agreement Dated April 1, 2021 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19, 2021).
21.1	Subsidiaries of the Company (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-256947) filed with the SEC on June 9, 2021)
23.1##	Consent of LNP Audit and Assurance Pty Ltd.
23.2#	Consent of Dentons US LLP (included in Exhibit 5.1)
24.1##	Power of Attorney (Included in the signature page hereto)

# Filed herewith

## Previously filed.

† Exhibits and schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We will furnish the omitted exhibits and schedules to the Securities and Exchange Commission upon request by the Securities and Exchange Commission.

+ Management compensatory plan

** Confidential treatment was requested with respect to certain portions of this exhibit pursuant to 17.C.F.R. §240.24b-2. Omitted portions were filed separately with the SEC.

EX-5.1

Exhibit 5.1

Dentons US LLP 4655 Executive Drive Suite 700 San Diego, CA 92121 United States dentons.com

July 26, 2021

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: Mawson Infrastructure Group Inc. Form S-1 Registration Statement

Ladies and Gentlemen:

We have acted as counsel to Mawson Infrastructure Group Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale by the selling stockholders of up to 563,941,835 shares of the Company’s common stock, consisting of (i) 503,357,990 shares of common stock (the “Common Shares”), (ii) 43,622,862 shares of common stock issuable upon conversion of convertible notes (the “Conversion Shares”) and (iii) 16,960,982 shares of common stock issuable upon exercise of warrants (the “Warrant Shares” and collectively with the Common Shares and the Conversion Shares, the “Registrable Shares”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus included therein, the Company’s Certificate of Incorporation and Bylaws, as currently in effect and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and all signatures thereon, and the conformity to originals of all documents submitted to us as copies thereof.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether any particular laws other than those identified above are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Registrable Shares, including the Conversion Shares, when issued pursuant to the terms of the applicable convertible note, and the Warrant Shares, when paid for and issued pursuant to the terms of the applicable warrants, are duly authorized, validly issued, fully paid and nonassessable.

Our opinions are subject to the effect of federal and state bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other laws relating to or affecting the rights of secured or unsecured creditors generally (or affecting the rights of only creditors of specific types of debtors), with respect to which we express no opinion.

Our opinions are subject to limitations imposed by general principles of equity or public policy upon the enforceability of any of the remedies or covenants, including, without limitation, concepts of materiality, good faith and fair dealing and upon the availability of injunctive relief or other equitable remedies, and the application of principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity).

Securities and Exchange Commission

Julye 26, 2021

Page 2

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In the giving of our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Dentons US LLP

Dentons US LLP

EX-10.35

Exhibit 10.35

AMENDMENT TO CONVERTIBLE LOAN AGREEMENTS

This Amendment to Convertible Loan Agreements (this “Amendment”), dated as of November 28, 2019 and effective November 29, 2019, is entered into by and among Wize Pharma Ltd., an Israeli private company #520033259 (the “Company”), Wize Pharma, Inc. (“Parent”), Rimon Gold Assets Ltd., an Israeli private company #514819424 (“Rimon Gold’’), Mobigo Inc (“Mobigo”), and Shimshon Fisher (“Fisher”, together with Rimon Gold and Mobigo, the “Lenders”).

W I T N E S S E T H:

WHEREAS, the Company is party to a convertible loan agreement with Rimon Gold, dated March 20, 2016 (as amended from time to time, the “First Convertible Loan Agreement”), as amended by (i) the addendum dated March 30, 2016, between the Company and Rimon Gold, (ii) the second convertible loan agreement (as amended from time to time, the “Second Convertible Loan Agreement” and, together with the First Convertible Loan Agreement, and this Amendment, the “Loan Agreements”), dated January 12, 2017, among the Company, Rimon Gold, and Ridge Valley Corporation (“Ridge”), (iii) an amendment to the First Convertible Loan Agreement, dated December 21, 2017, (iv) an amendment to the Loan Agreements, dated October 19, 2018, (v) an amendment to the Loan Agreements, dated March 4, 2019, and (iv) an amendment to the Loan Agreements, dated May 31, 2019;

WHEREAS, pursuant to an assignment and assumption agreement, Fisher is party to the Second Convertible Loan Agreement;

WHEREAS, pursuant to an assignment and assumption agreement of all of Ridge’s rights under the Second Convertible Loan Agreement, Mobigo is party to the Second Convertible Loan Agreement;

WHEREAS, the parties desire to amend the First Convertible Loan Agreement and the Second Convertible Loan Agreement as more particularly set forth below;

NOW THEREFORE, the parties do hereby agree as follows:

1. All of the terms which are used in this Amendment and are not explicitly defined herein shall have the meanings assigned to them in the Second Convertible Loan Agreement.

2. The parties acknowledge that the outstanding loan amounts (principal and accrued interest), Loan Warrants, Investment Rights and Investment Options set forth in Exhibit A hereto are true and correct and that, other than the securities set forth therein, they are not entitled to any other securities issued or issuable in connection with the Loan Agreements.

3. Subject to a Lender’s written election to convert (such Lender, a “Converting Party”) at least quarter (25%) of its outstanding loan amount (principal and interest) under the Loan Agreements as set forth in Columns (2) and (3) of Exhibit A (the “Outstanding Loan Amount” and the portion elected to be converted as set forth in Column (4) of Exhibit A, the “Conversion Amount”) by no later than November 29, 2019, the following terms will apply effective December 13, 2019 (with respect to such Converting Party only) (the “Loan Conversion”):

a. The conversion price per share of common stock of Parent (each, a “Share”) will be reduced to $0.27 (the “Conversion Price”) and, Parent shall issue the Converting Party a number of Shares equal to the Conversion Amount (which, for the sake of clarity, may not be less than 25% of the outstanding loan amount) divided by the Conversion Price.

b. For every single Share that will be issued by Parent as a result of the Loan Conversion, the Converting Party will be entitled to one warrant (each, a “Conversion Warrant”) to purchase two Shares.

1

c. The Conversion Warrants will have an exercise period of five years, an exercise price of $0.27 per share and the same terms as the form of Warrant attached hereto as Exhibit B.

d. The exercise or conversion price of the convertible securities that each Converting Party currently holds as set forth in columns (5), (6) and (7) of Exhibit A (each, an “Other Loan Security” and collectively, the “Other Loan Securities”) shall be adjusted to $0.27 per share; and the number of shares of common stock issuable upon conversion or exercise of the Other Loan Securities shall be reduced to equal the number of shares of common stock originally issuable upon conversion or exercise of Converting Party’s total number of Other Loan Securities multiplied by (i) the Conversion Amount divided by (ii) the Outstanding Loan Amounts.

e. If at any time while an Other Loan Security is outstanding, the exercise price of the Company’s Series A Warrants issued pursuant to that certain Securities Purchase Agreement, dated October 22, 2018 between the Company and the investors thereto, is reduced as a result of a dilutive issuance (the “New Series A Warrants Exercise Price”) to an exercise price lower than the exercise or conversion price of such Other Loan Security then in effect, then the exercise or conversion price of such Other Loan Security then in effect shall be reduced to the New Series A Warrants Exercise Price.

4. For the sake of clarity, the loan amounts (principal and interest) under the Loan Agreements that are not converted in accordance with the Loan Agreements (and, if applicable, as amended by Section 3 hereof), will be paid to the Lenders on November 30, 2019 (“Repayment”).

5. Each Lender acknowledges and agrees that each of the other Lenders may freely assign all or part of their rights and obligations under the Loan Agreements (as amended hereby) to other third parties, subject to applicable securities laws.

6. For the removal of doubt, the Repayment (together with the conversion, if any, of the applicable portion of the loan amounts), will settle all the obligations and liabilities of the Parent and its affiliates (including the Company) to the Lenders in accordance with the Loan Agreements (including any liens, guarantees or the like) and, without derogating from the generality of the foregoing, the Lenders will act to promptly remove all liens registered in their favor, if any, in this respect.

7. Except as may be modified herein, the terms of the Loan Agreements shall remain in full force and effect.

8. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile shall constitute an original.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

WIZE PHARMA LTD.		WIZE PHARMA, INC.
By:	/s/ Or Eisenberg	By:	/s/ Or Eisenberg
Name:	Or Eisenberg	Name:	Or Eisenberg
Title:	CFO	Title:	CFO

RIMON GOLD ASSETS LTD.
By:	/s/ Abir Raveh
Name:	Abir Raveh
Title:

MOBIGO INC.
By:	/s/ Priscilla Julie
Name:	Priscilla Julie
Title:	Director

/s/ Shimshon Fisher 

Shimshon Fisher

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EXHIBIT A

(1)	(2)		(3)		(4)		(5)		(6)		(7)
LENDER	PRINCIPAL AMOUNT		ACCRUED AND UNPAID INTEREST (through Maturity Date)		CONVERSION AMOUNT (PRINCIPAL + INTEREST)		INVESTMENT RIGHTS		INVESTMENT OPTIONS		LOAN WARRANTS (issued in connection with the Amendment, dated May 31, 2019)
Rimon - 2016	$	531,067	$	79,661	$	305,364		-		391,582		347,213
Rimon - 2017	$	274,048	$	29,231	$	151,640		308,613		-		173,607
Mobigo	$	274,048	$	29,231	$	203,197		94,382		-		173,607
Fisher	$	274,048	$	29,505	$	100,172		95,089		-		173,607

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EX-10.40

Exhibit 10.40

AMENDMENT TO LICENSE AGREEMENT

This agreement (the “Amendment”) is entered into on May 4, 2020 (the “Effective Date”), by and between Resdevco Research and Development Company Ltd., reg. no. 510422223 (the “Licensor”) and Wize Pharma Ltd., reg. no. 520033259 and/or OcuWize Ltd. reg.no. 515241511, the former name of which is Star Night Technologies Ltd. (the “Licensee”) (the Licensor and the Licensee shall be collectively referred to hereinafter as the “Parties”).

WHEREAS, the Licensor and the Licensee have entered into that certain Exclusive Distribution and Licensing Agreement dated May 1, 2015 and to subsequent amendments thereto (collectively referred to hereunder as the “License Agreement”), setting forth the terms and conditions of the license and distribution rights granted by the Licensor to the Licensee in the territory of the United States of America (the “Territory”); and

WHEREAS, the Parties wish to amend and update certain obligations and time frames which were previously agreed in the License Agreement.

NOW THEREFORE, the Parties hereby declare and agree as follows:

1. Immediate Termination:

1.1 Notwithstanding anything to the contrary in the License Agreement, if (i) within 3 months after the receipt by Licensee of the Pre-IND, or (ii) in case of proven inability to receive Pre-IND as a direct result of COVID-19 epidemic, in both cases not later than December 31, 2020, Licensee provides the Licensor with a written notice of Licensee’s decision to terminate the License Agreement for any reason, the License Agreement shall be terminated immediately upon the receipt of such notice by Licensor without any additional written notice (the “Termination Right”). For the sake of clarity, to the extent the Termination Right is exercised as aforesaid before the end of 2020 no minimum royalty fee shall be due from the Licensee for the year 2021.

1.2 If Licensee does not exercise the Termination Right by December 31^st, 2020, then, subject to Licensee’s obligations under the License Agreement (as amended among others on November 8, 2019), the Termination Rights (including the foregoing limitation of 3 months) shall apply until December 31, 2021 (the “Extended Termination Right”). For the sake of clarity, to the extent the Extended Termination Right is exercised as aforesaid before the end of 2021 no minimum royalty fee shall be due from the Licensee for the year 2022.

“Pre-IND” means pre-IND consultation with FDA and receiving the FDA feedback.

2. Survival of Terms.

For the avoidance of doubt, the provisions of the License Agreement which by their nature are intended to survive termination or expiration of the License Agreement shall survive the termination pursuant to Section 1 of this Amendment, including without limitation Article 16.18 to the License Agreement and all Articles indicated therein (the “Surviving Obligations”).

3. Termination Conditions.

Without derogating from the said in Section 2 above, and as a condition of Licensor’s consent to waive its right for 180 days’ prior termination notice, it is expressly agreed that immediately upon termination of the License Agreement:

(a) Licensee will strictly comply with the provisions of the License Agreement regarding revert of all rights and transfer of all proprietary, confidential and other information related to the business conducted under the License Agreement from Licensee to Licensor pursuant to Article 11.3 of the License Agreement, as well as any and all registration files, drug files, authorizations, technical data, preclinical and clinical data, toxicological and pharmacological data, scientific data, and any other information, documentation or results obtained or possessed by Licensee, relating to any business conducted by Licensee in connection with the License Agreement and/or any registration proceedings conducted in the Territory.

(b) Licensee will use its best efforts to assist Licensor in finding a third-party willing to take Licensee’s place and comply to the greatest extent with the provisions of the License Agreement.

(c) For the avoidance of doubt, the provisions of penalty payments under Article 12.3 of the License Agreement shall expressly apply with respect to the termination of the License Agreement pursuant to Section 1 of this Amendment.

(d) Licensor shall be free and have full power and discretion to engage with any person and to enter into any agreement for the grant of any right and interest previously granted under the License Agreement, explicitly or implicitly, and Licensee will have no claims in this regard.

4. Miscellaneous.

(a) Without derogating from the Licensee’s Surviving Obligations, Licensee forever waives, releases and discharges Licensor from any and all claims, causes of action, demands, liabilities, damages, obligations and debts, of every kind and nature, whether known or unknown, suspected or unsuspected, that Licensee had in past, currently has or will have in future in connection with the License Agreement or otherwise.

(b) This Amendment constitutes the entire understanding and agreement between the Parties with regard to the subject matter hereof and supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof.

(c) Except as explicitly provided in this Amendment, this Amendment shall not derogate from or amend the provisions of the License Agreement, and it shall remain in full force and effect throughout their terms.

(d) Any amendment of this Amendment and any waiver of any of the terms or conditions thereof may be made only in in written agreement executed by both Parties.

IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the date written above.

/s/ Prof. S. Dikstein		/s/ Noam Danenberg
Resdevco Research and Development		Wize Pharma Ltd.
Company Ltd.		OcuWize Ltd.
By:	Prof. Shabtay Dikstein	By:	Noam Danenberg
Title:	CEO	Title:	CEO