UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 June 28, 2024, Mawson Infrastructure Group Inc. (“the Company”) appointed Kaliste Saloom, currently the Corporate Secretary and acting General Counsel of the Company, to serve as General Counsel and Corporate Secretary of the Company, effective immediately.
In connection with his appointment and position, on June 28, 2024, the Company and Mr. Saloom have entered into an Offer Letter (the “Offer Letter”).
Pursuant to the Offer Letter, Mr. Saloom will receive an annual salary of $225,000, and is eligible for a performance bonus as well as for an annual grant of restricted stock units equivalent of $50,000.00, at the discretion of the Company and the Board.
He also will accrue 20 days paid time off and 10 days sick paid time off per anniversary year, and is entitled to paid company holidays, as determined by the Company, which are currently about 12 days.
On July 1, 2024, the Board also approved the following equity compensation awards to the following named executive officers:
| Name: | Role/Title: | RSU Awards (1): | Stock Options(1)(2): | |||||||
| Kaliste Saloom | General Counsel and Corporate Secretary | 144,093 | (3) | |||||||
| William ‘Sandy’ Harrison | Chief Financial Officer | 792,508 | (4) | |||||||
| 16,424 | (5) | |||||||||
| Rahul Mewawalla | Director, CEO, President | 2,881,845 | (6) | 1,750,000 | (7) | |||||
| 1,801,153 | (8) | |||||||||
| Craig Hibbard | Chief Development Officer | 31,142 | (9) | |||||||
| (1) | RSUs and Option awards were made under and subject to the Company’s 2024 Omnibus Equity Incentive Plan (the “2024 Plan”). |
| (2) | Stock option grants were made on the form of Stock Option Grant Notice and Option Agreement filed as Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed June 21, 2024. |
| (3) | Restricted stock units vest in four equal installments on August 26, 2025, August 25, 2026, August 24, 2027 and August 23, 2028. |
| (4) | Restricted stock units vest in four equal installments on August 26, 2025, August 25, 2026, August 24, 2027 and August 23, 2028. |
| (5) | Restricted stock units vest fully on July 1, 2024. |
| (6) | Restricted stock units vest in four equal installments on August 26, 2025, August 25, 2026, August 24, 2027 and August 23, 2028. |
| (7) | Stock Option vests in the following amounts when the Company’s average stock price for ten days has reached or exceeded the corresponding price as follow: 500,000 Shares vest at price of $1.89, 400,000 Shares vest at price of $2.30, 300,000 Shares vest at $3.60, 200,000 Shares vest at price of $4.70, 100,000 Shares vest at price of $6.00, 100,000 Shares vest at price of $7.10, 100,000 Shares vest at price of $8.20, and 50,000 Shares vest at price of $9.40. Provided that if the corresponding price vesting condition is met prior to January 1, 2025, such portion of the option shall vest on January 1, 2025. In addition, if the Company undergoes or upon a change in control, all Options shall be fully and immediately accelerated. |
| (8) | Restricted stock units vest fully on July 1, 2024. |
| (9) | Restricted stock units vest fully on July 1, 2024. |
The description of the Offer Letter between Kaliste Saloom and the Company is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Offer Letter with Kaliste Saloom | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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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 3, 2024 | By: | /s/ Kaliste Saloom |
| General Counsel and Corporate Secretary | ||
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