Form S-3 Mawson Infrastructure

As filed with the Securities and Exchange Commission on October 29, 2021

Registration No. 333-

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Mawson Infrastructure Group Inc.
(Exact name of registrant as specified in its charter)

  

Delaware		88-0445167
(State or other jurisdiction of incorporation or organization)		Identification No.) (I.R.S. Employer

 

Level 5, 97 Pacific Highway, North Sydney NSW Australia 2060

+61 2 8624 6130

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

James Manning

Mawson Infrastructure Group Inc.

Chief Executive Officer

Level 5, 97 Pacific Highway, North Sydney NSW Australia 2060

+61 2 8624 6130

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

 

Copy to:
Chad Ensz, 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.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box ☐

 

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

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

 

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 Securities Act. ☐

 

  

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered (1)		Amount to be Registered (1)				Proposed Maximum Offering Price Per Share (2)				Proposed Maximum Aggregate Offering Price (2)				Amount of Registration Fee (2)
Common Stock, par value $0.001 per share			8,228,819			$	9.515				78,297,212.79			$	7,258.15

  

(1)

Includes (i) 6,944,944 shares of the Registrant’s common stock and (ii) 1,283,875 shares of the Registrant’s common stock issuable upon exercise of warrants to purchase shares of the Registrant’s common stock Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate amount and number of each identified class of the identified securities as may be issued upon conversion, exchange, exercise or settlement of any other securities that provide for such conversion, exchange, exercise or settlement.

 

(2)

Estimated in accordance with Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $9.61, the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Capital Market on October 26, 2021.

 

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, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED October 29, 2021

 

8,228,819 Shares

 

MAWSON INFRASTRUCTURE GROUP INC.

 

Common Stock

 

This prospectus relates to the possible resale or other disposition, from time to time, of up to 8,228,819 shares of our common stock previously issued and issuable upon exercise of warrants to purchase shares of our common stock by the selling stockholders named in this prospectus or in supplements to this prospectus. See “Selling Stockholders.” We are registering the applicable shares of our common stock to provide the selling stockholders with freely tradable securities. The registration of the shares of our common stock covered by this prospectus does not necessarily mean that any shares of our common stock will be sold by any of the selling stockholders, and we cannot predict when or in what amounts any of the selling stockholders may sell any of our shares of common stock offered by this prospectus. The prices at which the selling stockholders may sell the shares of our common stock will be determined by prevailing market prices or at prices that may be obtained in negotiated transactions. We are filing the registration statement of which this prospectus is a part pursuant to contractual obligations that exist with the selling stockholders.

 

We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from any sale or disposition by the selling stockholders of the shares of our common stock covered by this prospectus. However, we will receive proceeds in connection with the applicable exercise price of the warrants to purchase shares of our common stock, unless any of such warrants will be exercised via cashless exercise to the extent provided for in the applicable warrant. In addition, we have agreed to pay all fees and expenses incident to our contractual obligations to register the shares of our common stock. The selling stockholders from time to time may offer and sell the shares of our common stock held by them directly or through one or more underwriters, broker-dealers or agents on terms to be determined at the time of sale, as described in more detail in this prospectus under “Plan of Distribution.” No shares of our common stock may be sold without delivery of this prospectus describing the method and terms of the offering of such shares.

 

Our common stock trades on the Nasdaq Capital Market, or Nasdaq, under the symbol “MIGI.” On October 26 ,2021, the last reported sale price of our common stock on Nasdaq was $9.45 per share.

 

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK YOU SHOULD CAREFULLY READ AND CONSIDER THE RISK FACTORS DESCRIBED IN THIS PROSPECTUS AND IN THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. SEE “RISK FACTORS” ON PAGE 3 BEFORE MAKING A DECISION TO INVEST IN OUR SECURITIES.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is       , 2021

 

 

TABLE OF CONTENTS

 

	Page
ABOUT THIS PROSPECTUS	1
ABOUT MAWSON INFRASTRUCTURE GROUP INC.	2
RISK FACTORS	3
CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION	3
USE OF PROCEEDS	4
DESCRIPTION OF COMMON STOCK	5
SELLING STOCKHOLDERS	7
PLAN OF DISTRIBUTION	17
LEGAL MATTERS	19
EXPERTS	19
WHERE YOU CAN FIND MORE INFORMATION	19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	19

 

 

 

  

 

 

RISK FACTORS

 

Before you invest in our securities, in addition to the other information, documents or reports incorporated by reference in this prospectus and any prospectus supplement or other offering materials, you should carefully consider the risk factors in the section entitled “Risk Factors” in any prospectus supplement, as well as our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q filed subsequent to the Annual Report on Form 10-K, which are incorporated by reference into this prospectus and any prospectus supplement in their entirety, as the same may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. Each of the risks described in these sections and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a partial or complete loss of your investment.

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION

 

The prospectus and this prospectus supplement, including the documents that we incorporate by reference, contain forward-looking statements. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include statements concerning:

 

●

Our need and ability to raise additional capital, and the terms therefore.

 

●

The development and acceptance of digital asset networks and digital assets, including the slowing or stopping of the development or acceptance of digital asset systems.

 

●

Changes to digital asset networks and their protocols and software.

 

●

The rewards and incentives for mining digital assets like Bitcoin, and their reduction over time.

 

●

The costs associated with digital asset mining, including electricity, equipment purchases, equipment maintenance and security.

 

●

The volatility in the value and prices of cryptocurrencies.

 

●

Changes in technology.

 

●

Security threats and malicious actors.

 

●

Further or new regulation of digital assets such as Bitcoin as securities or investment securities or of our activities that would require further registration or compliance with additional regulations and laws.

  

●

Global climate changes and related environmental regulations, or pandemic or similar items and events.

 

●

Political or economic crises motivating large-scale sales of digital assets.

 

 

All statements in this prospectus and the documents and information incorporated by reference in this prospectus supplement and the documents and information incorporated by reference in the prospectus that are not historical facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions or the negative of such items that convey uncertainty of future events or outcomes to identify forward-looking statements.

 

You should read this prospectus and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which the prospectus and this prospectus supplement is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in the prospectus and this prospectus supplement is accurate as of the date on the front cover of the prospectus or this prospectus supplement only. Because the risk factors referred to in this prospectus supplement, as well as the risk factors referred to in the accompanying prospectus and incorporated herein by reference, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in the prospectus and this prospectus supplement, and particularly our forward-looking statements, by these cautionary statements.

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of the shares of our common stock previously issued and issuable upon exercise of the warrants to purchase shares of our common stock by the selling stockholders from time to time pursuant to this prospectus. The proceeds from the offering are solely for the account of the selling stockholders. See “Selling Stockholders.”

 

We will, however, receive proceeds in connection with the applicable exercise price of the warrants to purchase shares of our common stock, unless any of such warrants are exercised via cashless exercise to the extent provided for in the applicable warrant. We have also agreed to bear all fees and expenses incident to our obligation to register the shares of our common stock being offered by this prospectus.

  

 

DESCRIPTION OF COMMON STOCK

 

The following summary is a description of the material terms of our common stock. We encourage you to read our Certificate of Incorporation, as amended, and Amended and Restated By-laws which have been filed with the SEC.

 

The rights of our stockholders are be governed by Delaware law, Certificate of Incorporation and Bylaws, as amended. The following briefly summarizes the material terms of our Common Stock and Preferred Stock. We urge you to read the applicable provisions of the Delaware General Corporation Law (“DGCL”), our Certificate of Incorporation and our Bylaws.

 

Authorized Capital Stock

 

Under our Certificate of Incorporation, we are authorized to issue up to one hundred twenty million (120,000,000) shares of Common Stock, and one million (1,000,000) shares of Preferred Stock.

 

Common Stock

 

Holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our Common Stock have no cumulative voting rights. Further, holders of our Common Stock have no preemptive or conversion rights or other subscription rights. Upon our liquidation, dissolution or winding-up, holders of our Common Stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of our Common Stock are entitled to receive dividends, if any, as may be declared from time to time by our Board of Directors (the “Board”) out of our assets which are legally available. Such dividends, if any, are payable in cash, in property or in shares of capital stock.

 

The holders of shares of our Common Stock that are entitled to cast at least 33⅓ of the total votes entitled to be cast by the holders of all of our outstanding capital stock, present in person or by proxy, are necessary to constitute a quorum at any meeting. If a quorum is present, an action by stockholders entitled to vote on a matter is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, with the exception of the election of directors, which requires a plurality of the votes cast, represented in person or by proxy, necessary to constitute a quorum for the transaction of business at any meeting. If a quorum is present, an action by stockholders entitled to vote on a matter is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, with the exception of the election of directors, which requires a plurality of the votes cast.

 

Anti-Takeover Provisions of Delaware Law, Our Certificate of Incorporation and Bylaws

 

The provisions of Delaware law, our Certificate of Incorporation and our Bylaws could discourage or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish, or could deter, transactions that stockholders may otherwise consider to be in their best interests or in our best interests. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board and in the policies formulated by our Board and to discourage certain types of transactions that may involve an actual or threatened change of our control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. Such provisions also may have the effect of preventing changes in our management.

 

Delaware Statutory Business Combinations Provision

 

Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three (3) years after the date of the transaction in which the person became an interested stockholder, unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. For purposes of Section 203, a “business combination” is defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and, subject to certain exceptions, an “interested stockholder” is a person who, together with his or her affiliates and associates, owns, or within three (3) years prior, did own, 15% or more of the corporation’s voting stock. However, we elected to opt out of the provisions of Section 203. 

 

 

Advance Notice Provisions for Stockholder Proposals and Stockholder Nominations of Directors

 

Our Bylaws provide that, for nominations to our Board or for other business to be properly brought by a stockholder before a meeting of stockholders, the stockholder must first have given timely notice of the proposal in writing to our secretary at our principal offices. For an annual meeting, a stockholder’s notice generally must be delivered not less than 45 days nor more than 75 days prior to the one-year anniversary of the date on which we first mailed our proxy materials for the preceding year’s annual meeting of stockholders. For an annual meeting, the notice must generally be delivered not later than the close of business on the later of the 90^th day prior to such annual meeting or the 10^th day following the day on which public announcement is first made. Detailed requirements as to the form of the notice and information required in the notice are specified in our Bylaws. If it is determined that business was not properly brought before a meeting in accordance with our Bylaws, such business will not be conducted at the meeting. 

 

Special Meetings of Stockholders

 

Special meetings of the stockholders may be called only by either (i) the chairman of our Board, chief executive officer, or the president, (ii) by our Board pursuant to a resolution adopted by a majority of the total number of directors which we would have if there were no vacancies, or (iii) by the holders of 20% of the total votes entitled to be cast by the holders of all our outstanding capital stock entitled to vote generally in an election of directors.

 

Stockholder Action by Written Consent

 

Each of our Certificate of Incorporation and our Bylaws permit our stockholders to act by written consent.

 

Super Majority Stockholder Vote Required for Certain Actions

 

The DGCL generally provides that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless the corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our Certificate of Incorporation requires the affirmative vote of the holders of at least 66⅓ of our outstanding voting stock to amend or repeal any provision of our Bylaws or any amend or repeal any provision of our Certificate of Incorporation relating to limitation of director liability, indemnification and advancement of expenses or amendments to our Certificate of Incorporation or our Bylaws. All other provisions of our Certificate of Incorporation may be amended or repealed by a simple majority vote of our Board.

 

Dividends

 

We have not declared any cash dividends on our common stock since inception and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our Common Stock is Computershare.

 

Stock Market Listing

 

Our Common Stock is currently listed on the Nasdaq Capital Market and trades under the symbol “MIGI.”

  

Certain Effects of Authorized but Unissued Stock

 

We have shares of common stock and preferred stock available for future issuance without stockholder approval. We may issue these additional shares for a variety of corporate purposes, including future public or private offerings to raise additional capital or to facilitate corporate acquisitions or for payment as a dividend on our capital stock. The existence of unissued and unreserved preferred stock may enable our board of directors to issue shares of preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition, if we issue preferred stock, the issuance could adversely affect the voting power of holders of common stock and the likelihood that holders of our common stock will receive dividend payments or payments upon liquidation.

 

  

SELLING STOCKHOLDERS

 

The common stock being offered by the selling stockholders are those previously issued and issuable to the selling stockholders upon exercise of the warrants to purchase shares of our common stock. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale or other disposition from time to time. Except as set forth in the table below and for the ownership of the shares of Common Stock and the shares of Common Stock underlying the Warrants, the selling stockholders have not had any material relationship with us within the past three years, except that: (i) Michael Hughes, who controls Michael Forrest Hughes and Jane Madgwick ATF Michael Hughes Family Trust, is our director; (ii) Noam Danenberg is our former Chief Executive Officer (iii) HC Wainwright & Co, LLC served as our underwriter in connection with our September 2021 public offering and as our financial adviser in connection with our December 2020 Bid Implementation Agreement and (iv) Craig Schwabe and Michael Vasinkevich are principals at HC Wainwright & Co LLC, our underwriter in connection with our September 2021 public offering and as our financial adviser in connection with our December 2020 Bid Implementation Agreement

 

The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of October __, 2021, assuming exercise of the warrants held by the selling stockholders on that date.

 

The third column lists the shares of common stock being offered by this prospectus by the selling stockholders.

 

In accordance with the terms of the Registration Rights Agreement with the selling stockholders, this prospectus generally covers the resale of at least the sum of (i) the maximum number of shares of common stock issued and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus, and the fifth column sets forth the applicable percentages assuming such sale.

 

Name of Selling Stockholder				Number of Shares of Common Stock Owned Prior to Offering				Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus				Number of Shares of Common Stock Owned After Offering				Percentage of Common Stock Owned After the Offering
AJAC GROUP SUPERANNUATION PTY LIMITED		(1)			27,713				4,999				22,714			*
EDWARD ALEXANDER LAWSON WEBSTER		(2)			2,303				2,303				-			*
DEMPSEY CAPITAL PTY LTD ATF ALIUM ALPHA FUND		(3)			341,101				3,106				337,995			*
ARNOTT CAPITAL PTY LTD ATF ARNOTT OPPORTUNITY TRUST		(4)			211,864				1,948				209,916			*
ARNOTT OPPORTUNITIES (CAYMAN) FUND LTD		(5)			166,406				58,969				107,437			*
MR BRUCE HIGGINS & MRS RUTH HIGGINS ATF HIGGINS FAMILY SUPERANNUATION FUND		(6)			7,476				101				7,375			*
CHIFLEY PORTFOLIOS PTY LTD		(7)			11,513				156				11,357			*
CKBCAJ FAMILY PTY LTD <MACDONALD FAMILY A/C>		(8)			75,679				156				75,523			*

 

 

Name of Selling Stockholder				Number of Shares of Common Stock Owned Prior to Offering				Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus				Number of Shares of Common Stock Owned After Offering				Percentage of Common Stock Owned After the Offering
DAVID WILLIAM BREEN		(9)			5,800				31				5,769			*
LOMACOTT PTY LTD ATF KEOGH SUPER FUND		(10)			62,363				20,466				41,897			*
DCM NO.2 PTY LTD		(11)			30,150				7,436				22,714			*
DINGO VENTURES PTY LTD		(12)			8,971				121				8,850			*
DIRECT CAPITAL GROUP PTY LTD		(13)			6,908				6,908				-			*
DIXSON TRUST PTY LIMITED		(14)			429,276				12,811				416,465			1%
DYNAMIC CAPITAL PTY LTD ATF THE DYNAMIC TRUST		(15)			5,757				5,757				-			*
EIHAB MOHAREB		(16)			44,370				186				44,184			*
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2		(17)			917,705				10,870				906,835			1%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED		(18)			210,957				1,553				209,404			*
ESSI CAPITAL PTY LTD		(19)			23,025				311				22,714			*
EYEON INVESTMENTS PTY LTD <EYEON INVESMENTS FAMILY A/C>		(20)			126,635				126,635				-			*
FOSTER CAPITAL NZ ATF THE COLT EMERGING COMPANIES FUND		(21)			40,682				5,757				34,925			*
FRAZIS CAPITAL PARTNERS PTY LTD		(22)			181,130				559				180,571			*
FREDRONN PTY LTD <FREDRONN FAMILY A/C>		(23)			41,788				6,884				34,904			*
GINGA PTY LTD ATF TG KLINGER SUPER FUND		(24)			1,457,394				59,356				1,398,038			2%
GLENEAGLE ASSET MANAGEMENT LIMITED		(25)			23,025				23,025				-			*
GLENEAGLE SECURITIES NOMINEES PTY LTD		(26)			145,055				145,055				-			*
SHORTS JACKET AND BOWTIE PTY LTD ATF CTPH FAMILY TRUST		(27)			70,320				124				70,196			*
BENJAMIN DOYLE & MARIE CHRISTINA ASHLEY ATF GREENGRASS SELF MANAGED SUPER FUND		(28)			63,413				31				63,382			*
HARLEQUIN CAPITAL PTY LTD		(29)			135,680				9,623				126,057			*
HD ASSET INVESTMENTS PTY LTD ATF HD INVESTMENT TRUST		(30)			11,513				156				11,357			*
HK INVESTMENT HOUSE PTY LTD		(31)			15,757				78				15,679			*
HYPER OASIS PTY LTD ATF OASIS		(32)			82,756				78				82,678			*
IFM PTY LIMITED ATF IFM SUPER FUND		(33)			1,418,893				82,765				1,336,128			2%
ISLINGTON INVESTMENTS PTY LTD ATF HARTLIP TRUST		(34)			23,025				23,025				-			*
THE TRUSTEE FOR JAMIESON INVESTMENTS TRUST		(35)			57,562				777				56,785			*
JECCEM MANAGEMENT PTY LTD		(36)			287,537				63,277				224,260			*
MR JAMES VALENZI ISABELLA		(37)			2,129				1,447				682			*
JONATHON HIGGINS		(38)			29,111				2,541				26,570			*
JUSTIN LINDQUIST		(39)			46,438				156				46,282			*
KRISTOPHER KIT LOWE		(40)			1,612				1,612				-			*
KATILAN PTY LTD <TOBY INVESTMENT A/C>		(41)			9,428				7,156				2,272			*
LEVEL 1 PTY LTD		(42)			9,210				9,210				-			*
MAINSTAY HOLDINGS PTY LTD ATF WATERSIDE TRUST		(43)			70,633				311				70,322			*
MARK ALAN WENTWORTH WEEKES		(44)			40,682				5,757				34,925			*
MARSHALL INVESTMENTS PTY LTD ATF MARSHALL FAMILY TRUST NO 2		(45)			2,359,447				150,281				2,209,166			3%
KINGWOOD PTY LTD ATF THE AITKEN FAMILY SUPERANNUATION FUND		(46)			69,074				69,074				-			*
MISHA SAUL ATF SOUTHERN CAPITAL (COSMOS) INVESTMENT TRUST		(47)			41,833				93				41,740			*
MISHTALEM PTY LTD		(48)			4,605				4,605				-			*

  

 

Name of Selling Stockholder				Number of Shares of Common Stock Owned Prior to Offering				Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus				Number of Shares of Common Stock Owned After Offering				Percentage of Common Stock Owned After the Offering
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED AS CUSTODIAN FOR MILLEX ETHICAL FUND		(49)			217,867				466				217,401			*
UBS NOMINEES PTY LTD AS CUSTODIAN FOR PARAGON LONG SHORT FUND		(50)			480,518				96,856				383,662			1%
PASTRO HOLDINGS PTY LTD		(51)			2,073				2,073				-			*
MR PETER WADE <WADE FAMILY A/C>		(52)			47,837				14,455				33,382			*
PRUE DENIZ		(53)			169,891				388				169,503			*
RAHUL GOYAL		(54)			30,237				31				30,206			*
RAMI FARAH		(55)			9,210				124				9,086			*
BANK OF AMERICA NATIONAL ASSOCIATION, LONDON BRANCH		(56)			1,544,650				1,082,150				462,500			2%
RICHARD DUNFORD		(57)			8,059				109				7,950			*
RONNYMAX PTY LTD <SHOENMAKER SUPER A/C>		(58)			6,055				3,641				2,414			*
MICHAEL FORREST HUGHES AND JANE MADGWICK ATF MICHAEL HUGHES FAMILY TRUST		(59)			23,025				311				22,714			*
DR PAUL DOMINIC RYAN & DR DIANA ELIZABETH WESTON		(60)			8,481				3,656				4,825			*
SEED STRATEGIC ADVISORY PTY LTD		(61)			2,991				2,991				-			*
SHEREN MOSTAFA		(62)			23,025				311				22,714			*
SPRING PLAINS PASTORAL CO (VIC) PTY LTD <SPRING PLAINS PASTORAL A/C>		(63)			23,025				23,025				-			*
SPRINGCAPITAL CLUB PTY LTD ATF SPRINGCAPITAL COSMOS FUND		(64)			230,245				230,245				-			*
TERRA CAPITAL EMERGING COMPANY FUND PTY LTD		(65)			155,414				135,848				19,566			*
TOON MUSTANG PTY LTD ATF THE INDIE PINDY INVESTMENT TRUST		(66)			32,400				9,686				22,714			*
WEEMALA HOLDINGS PTY LTD ATF SINGER FAMILY TRUST		(67)			251,357				26,009				225,348			*
WQSF PTY LTD ATF WWKQ SUPER FUND		(68)			46,049				621				45,428			*
YARANDI INVESTMENTS PTY LTD <GRIFFITH FAMILY NO.2 A/C>		(69)			53,460				311				53,149			*
EXIT OUT PTY LTD <DISCRETIONARY TRUST A/C>		(70)			11,513				11,513				-			*
JDDK INVESTMENTS PTY LTD		(71)			108,008				4,484				103,524			*
NELSON ENTERPRISES PTY LTD ATF THE CAVAN ST TRUST		(72)			211,615				497				211,118			*
MR PETER MICHAEL RYAN & MRS PAULA ANN RYAN <PM & PA RYAN SUPER FUND A/C>		(73)			3,244				9				3,235			*
CEM FAMILY HOLDINGS PTY LTD <CEM FAMILY A/C>		(74)			21,405				3,524				17,881			*
MR DARREN PETER GORDON <THE GORDON FAMILY <A/C>		(75)			73,774				248				73,526			*
TIGA TRADING PTY LTD		(76)			178,809				126,635				52,174			*
BANNABY INVESTMENTS PTY LIMITED		(77)			725,599				777				724,822			1%
BURT MANAGEMENT PTY LTD ATF BURT MANAGEMENT TRUST		(78)			466,768				38,509				428,259			1%
MITCHELL FAMILY INVESTMENTS (QLD) PTY LTD ATF MITCHELL FAMILY TRUST		(79)			441,280				1,222				440,058			1%
GFS SECURITIES PTY LTD ATF GLENFARE SUPER FUND		(80)			10,981				5,081				5,900			*
GREGORY WILLIAM SILVER		(81)			2,303				2,303				-			*
MABRA PTY LTD ATF MABRA INVESTMENTS TRUST		(82)			57,544				759				56,785			*
BB SIXTON PTY LTD ATF BB SIXTON TRUST		(83)			11,509				11,509				-			*
SCONE INVESTMENTS PTY LTD		(84)			154,201				1,501				152,700			*
COLOURWORLD HOLDINGS PTY LTD		(85)			76,388				76,388				-			*

 

 

Name of Selling Stockholder				Number of Shares of Common Stock Owned Prior to Offering				Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus				Number of Shares of Common Stock Owned After Offering				Percentage of Common Stock Owned After the Offering
CHRISTOPHER JAMES COOPER		(86)			101,413				101,412				-			*
CAMERON KING LAW GRANT <DISCONNECT FAMILY A/C>		(87)			6,986				6,985				1			*
ELIAS HAILI		(88)			3,497				3,496				1			*
MARK ALAN WENTWORTH WEEKES		(89)			40,682				34,925				5,757			*
UBS PRIME BROKER FOR THE SEGANTII ASIA-PACIFIC EQUITY MULTI-STRATEGY FUND		(90)			1,406,475				750,000				656,475			2%
REGAL FUNDS MANAGEMENT PTY LIMITED AS TRUSTEE FOR REGAL EMERGING COMPANIES FUND II AND REGAL EMERGING COMPANIES OPPORTUNITIES FUND		(91)			1,136,702				462,500				674,202			2%
ILWELLA PTY LTD		(92)			380,163				206,250				173,913			1%
OFFELBAR PTY LTD		(93)			12,500				12,500				-			*
EVOLUTION TRUSTEES LIMITED AS TRUSTEE FOR THE FRAZIS FUND		(94)			187,500				187,500				-			*
ARNOTT CAPITAL PTY LTD ATF THE ARNOTT OPPORTUNITIES TRUST		(95)			211,864				67,500				144,364			*
ONE MANAGED INVESTMENT FUNDS LIMITED IN ITS CAPACITY AS CUSTODIAN OF FIFTH ESTATE ASSET MANAGEMENT PTY LTD AS TRUSTEE FOR THE FIFTH ESTATE EMERGING COMPANIES FUND I		(96)			140,625				140,625				-			*
WASHINGTON H. SOUL PATTINSON AND COMPANY LIMITED		(97)			233,968				138,750				95,218			*
RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED AS NOMINEE FOR RBC INVESTOR SERVICES TRUST AS CUSTODIAN FOR PERPETUAL INVESTMENT MANAGEMENT LIMITED AS RESPONSIBLE ENTITY OF THE PERPETUAL GLOBAL INNOVATION FUND		(98)			120,000				120,000				-			*
TERRA CAPITAL MANAGEMENT PTY LTD		(99)			21,576				13,750				7,826			*
MANZA PTY LTD ATF MANZA TRUST		(100)			5,000				5,000				-			*
EVOLUTION TRUSTEES LIMITED ATF WUNALA CAPITAL EMERGING OPPORTUNITIES FUND		(101)			83,125				83,125				-			*
BLUE LAKE PARTNERS PTY LTD		(102)			43,750				43,750				-			*
BLOSSBEL PTY LTD ATF BLOSSBEL SUPERANNUATION FUND		(103)			10,161				8,204				1,957			*
THORNEY INVESTMENT GROUP AUSTRALIA PTY LTD		(104)			13,875				13,875				-			*
N&M RAE ATF RAE FAMILY TRUST		(105)			517,674				125,000				392,674			1%
CLSF PTY LTD  <COOPER-LARSON FAMILY SF A/C>		(106)			3,700				3,700				-			*
BARTWOOD HOLDINGS PTY LTD  <BARTHOLOMEW FAMILY A/C>		(107)			713				713				-			*
HARDHAM PENSION FUND PTY LTD <MISTMAR PENSION FUND A/C>		(108)			17,163				2,775				14,388			*
MBA WEALTH SOLUTIONS PTY LTD		(109)			713				713				-			*
MR ANDREW SEARLE TRAVIS + MRS MIFFANY CHESNA TRAVIS		(110)			713				713				-			*
MR JASON CRAIG IRELAND		(111)			1,075				1,075				-			*
MR RONALD NORMAN COLLINGS + MRS LYNNE COLLINGS		(112)			7,373				1,790				5,583			*
RED ROCK CAPITAL MARKETS PTY LTD <THE SMITH FAMILY A/C>		(113)			62,310				2,868				59,442			*
RED ROCK CAPITAL MARKETS PTY LTD <THE RED ROCK SUPERFUND A/C>		(114)			24,518				2,899				21,619			*
SABEEBAX PTY LTD <RECHNER FAMILY A/C>		(115)			6,003				3,731				2,272			*
THE CLARENDON GROUP PTY LTD <THE CLARENDON GROUP S/F A/C>		(116)			1,063				1,063				-			*

 

 

Name of Selling Stockholder				Number of Shares of Common Stock Owned Prior to Offering				Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus				Number of Shares of Common Stock Owned After Offering				Percentage of Common Stock Owned After the Offering
DUNWORTH CORPORATE PTY LTD ATF DAVID DUNWORTH FAMILY TRUST		(117)			224,605				50,000				174,605			*
BALCOMB & ASSOCIATES PTY LTD		(118)			31,250				31,250				-			*
MITCHELL FAMILY SUPERANNUATION FUND		(119)			46,250				46,250				-			*
WWKQ PTY LTD AS TRUSTEE FOR WWKQ TRUST		(120)			46,250				46,250				-			*
SLIPLINE PTY LTD (WARRELL HOLDINGS S/F A/C)		(121)			1,097,187				40,932				1,056,255			2%
WAYNE COLLINS ATF TIGER SHARE INVESTMENT		(122)			36,740				25,000				11,740			*
IVORYROSE HOLDINGS PTY LTD ATF THE ASHFORTH SUPERANNUATION FUND		(123)			18,750				18,750				-			*
WILLIAM PATRICK MANNING		(124)			18,750				18,750				-			*
SPINITE PTY LIMITED		(125)			18,750				18,750				-			*
FINDON NOMINEES PTY LTD		(126)			18,000				18,000				-			*
ROBERT CALNON		(127)			20,000				20,000				-			*
MRS SUSAN PATRICIA CORDINER		(128)			117,256				12,500				104,756			*
TENTER FIELD SUPER PTY LTD		(129)			9,375				9,375				-			*
THE TRUSTEE FOR LEW FAMILY TRUST		(130)			9,375				9,375				-			*
WEEMALA CAPITAL PTY LTD		(131)			67,844				6,250				61,594			*
CHRIS MACDONALD		(132)			5,000				5,000				-			*
SIMON AYLING		(133)			44,594				3,099				41,495			*
MRS ALISON MARY MILLER SWAN		(134)			1,850				1,850				-			*
KFIR MAGEN		(135)			12,500				12,500				-			*
DAVID ALSTER		(136)			12,500				12,500				-			*
FOLDER ORGANIZATION INC.		(137)			250,000				250,000				-			*
JL MAWSON INVESTORS, LLC		(138)			125,000				125,000				-			*
SEBASTIAN STUPURAC		(139)			100,000				100,000				-			*
RIMON GOLD ASSETS LTD		(140)			1,953,294				125,000				1,828,294			3%
OREN DUENIAS		(141)			6,250				6,250				-			*
DANIEL PELED		(142)			12,500				12,500				-			*
STAS OSKIN		(143)			100,000				100,000				-			*
GOREN N.Z.B. LTD (#514724582)		(144)			125,000				125,000				-			*
HARVEY MANAGEMENT INC.		(145)			125,000				125,000				-			*
E ANTHONY WILSON FOR EAW HOLDINGS LLC		(146)			20,000				20,000				-			*
MATTHEW LIPMAN		(147)			9,375				9,375				-			*
TAL ZURI		(148)			31,250				31,250				-			*
TREVOR SMITH		(149)			9,375				9,375				-			*
MICHAEL TILLEY		(150)			31,250				31,250				-			*
GRAHAM BURKE		(151)			818,751				31,250				787,501			1%
TRS VENTURES LLC		(152)			16,668				16,668				-			*
KYLE M HOFFMAN		(153)			5,556				5,556				-			*
BRETT MASS		(154)			12,000				12,000				-			*
N. DANENBERG HOLDING (2000) LTD		(155)			914,010 (160)				896,000				18,010			1%
H.C. WAINWRIGHT & CO LLC		(156)			1,016,614 (161)				123,500				893,114			1%
MICHAEL VASINKEVICH		(157)			352,150 (162)				243,675				108,475			1%
CRAIG SCHWABE		(158)			41,033 (163)				12,825				28,208			*
AMIR HARPAZ		(159)			7,875 (164)				7,875				-			*

 

*	Less than 1%

 

(1)	THE ADDRESS IS 50 WALUMETTA DRIVE, WOLLSTONECRAFT NSW 2065. ANDREW MARTIN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(2)	THE ADDRESS IS LEVEL 27, 25 BLIGH STREET SYDNEY NSW 2000. EDWARD ALEXANDER LAWSON WEBSTER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

  

 

(3)	THE ADDRESS IS LEVEL 2, 139 MACQUARIE STREET, SYDNEY NSW 2000. MICHAEL CONSIDINE & JASON RICH & RAJEEV GUPTA IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(4)	THE ADDRESS IS 460 BLACKSPRING ROAD, HIGH RANGE NSW 2575. KENNETH ARNOTT & YIANNI GERTOS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(5)	THE ADDRESS IS 3RD FLOOR CITRUS GROVE GORING AVENUE PO BOX 10364. KENNETH ARNOTT & YIANNI GERTOS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(6)	THE ADDRESS IS PO BOX 898 WILLIAMSTOWN VIC 3016. MR BRUCE HIGGINS & MRS RUTH HIGGINS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(7)	THE ADDRESS IS LEVEL 7 151 MACQUARIE STREET SYDNEY NSW 2000. DAVID HANNON IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(8)	THE ADDRESS IS 37 MINKARA ROAD, BAYVIEW NSW 2104. CHRISTOPHER STEWART MACDONALD IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(9)	THE ADDRESS IS 26 THOMPSON CRESCENT, RESEARCH VIC 3095. DAVID WILLIAM BREEN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(10)	THE ADDRESS IS 33 HAWKESTONE STREET, COTTESLOE WA 6011. DAVID KEOGH IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(11)	THE ADDRESS IS 18 UPPER MINIMBAH ROAD, NORTHBRIDGE NSW 2063. DAVID CARRINGTON MARSHALL IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(12)	THE ADDRESS IS 23 HILL STREET, BOX HILL SOUTH VIC 3128. GARY KENNETH CHAPMAN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(13)	THE ADDRESS IS 37/181 CLARENCE STREET SYDNEY NSW 2000. MARIA HALASZ  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(14)	THE ADDRESS IS LEVEL 8 15 CASTLEREAGH STREET SYDNEY NSW 2000. JEREMY ROBERT DIXSON IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(15)	THE ADDRESS IS UNIT 607 54-68 WEST ESPLANADE MANLY NSW 2095. DAVID MATHEWS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(16)	THE ADDRESS IS 18 ROCHER AVE, HUNTERS HILL NSW 2110. EIHAB MOHAREB IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(17)	THE ADDRESS IS GPO BOX 5302 SYDNEY NSW 2001. ASHOK JACOB IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(18)	THE ADDRESS IS GPO BOX 5302 SYDNEY NSW 2001. DAVID KEELAN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(19)	THE ADDRESS IS 3 PARKER STREET NORTHBRIDGE NSW 2063. SAMUEL HOPKINSON IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(20)	THE ADDRESS IS PO BOX 1456 SHEPPARTON VIC 3632. STEPHEN COPULOS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(21)	THE ADDRESS IS LEVEL 3, 118-124 QUEEN STREET AUCKLAND 1143 NEW ZEALAND. CHRIS FRANCIS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(22)	THE ADDRESS IS 225 GEORGE STREET, SYDNEY NSW 2000. MICHAEL GEORGE FRAZIS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(23)	THE ADDRESS IS C- T SCHOEMAKER GPO BOX 4476, SYDNEY NSW 2001. NADINE HELEN SCHOENMAKER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(24)	THE ADDRESS IS PO BOX 244, PORT DOUGLAS QLD 4877. TOM KLINGER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(25)	THE ADDRESS IS LEVEL 27 BLIGH STREET SYDNEY NSW 2000. LANCE ROSENBERG IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(26)	THE ADDRESS IS LEVEL 27 BLIGH STREET SYDNEY NSW 2000. LANCE ROSENBERG IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(27)	THE ADDRESS IS 201A BOURKE STREET DARLINGHURST NSW 2010. GRANT PATRICK DOWLING IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(28)	THE ADDRESS IS PO BOX 889 NORTH SYDNEY NSW 2060. BENJAMIN DOYLE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(29)	THE ADDRESS IS LV 4 240 QUEEN STREET BRISBANE NSW 4000. ALEXANDRA CLARKE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(30)	THE ADDRESS IS 4/5 GOLDSMITH STREET ELWOOD VIC 3184. HILLIER DENIZ IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(31)	THE ADDRESS IS 6 GLADES AVENUE, GLADESVILLE NSW 2111. HARIS KHALIQI IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(32)	THE ADDRESS IS 706C 30 ROTHSCHILD AVE, ROSEBERY NSW 2018. XIN LI IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(33)	THE ADDRESS IS 11 DENDROBIUM CRESCENT, ELANORA HEIGHTS NSW 2101. TOD MCGROUTHER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(34)	THE ADDRESS IS L2 357 MILITARY ROAD MOSMAN NSW 2088. JONATHAN DEANE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(35)	THE ADDRESS IS 49 THANET STREET, MALVERN VIC 3144. DAVID RIDLEY GRAY IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(36)	THE ADDRESS IS 48 COOLONG ROAD, VAUCLUSE NSW 2030. MORRY WAKED IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

  

 

(37)	THE ADDRESS IS PO BOX 138 DAPTO NSW 2530. JAMES VALENZI ISABELLA IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(38)	THE ADDRESS IS PO BOX 898 WILLIAMSTOWN 3016. JONATHON ADAM HIGGINS  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(39)	THE ADDRESS IS 15 THOMPSON STREET, DRUMMOYNE NSW 2047. JUSTIN LINDQUIST  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(40)	THE ADDRESS IS 13 ROBERTSON ROAD, NORTH CURL CURL NSW 2099. KRISTOPHER KIT LOWE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(41)	THE ADDRESS IS PO BOX R713 ROYAL EXCHANGE NSW 1225. TIMOTHY BUCKLE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(42)	THE ADDRESS IS LEVEL 27 25 BLIGH STREET SYDNEY NSW 2000. MATTHEW ROSENBERG IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(43)	THE ADDRESS IS LEVEL 1 261 GEORGE STREET SYDNEY NSW 2000. WALTER MORRIS LEWIN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(44)	THE ADDRESS IS 40 MIDDLE HEAD ROAD, MOSMAN NSW 2088. MARK ALAN WENTWORTH WEEKES IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(45)	THE ADDRESS IS SUITE1 LEVEL 12 53 MARTIN PLACE SYDNEY NSW 2000. JOHN CARRINGTON MARSHALL IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(46)	THE ADDRESS IS 1 EDWIN STREET, GREENWICH NSW 2065. MICHAEL AITKEN  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(47)	THE ADDRESS IS 116 ROSEVILLE AVENUE, ROSEVILLE NSW 2069. MISHA SAUL IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(48)	THE ADDRESS IS 10 NEW STREET, BONDI NSW 2026. MENACHEM MENDEL AMZALAK IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(49)	THE ADDRESS IS SUITE 202, 23 HUNTER STREET SYDNEY NSW. WEIMIN XIE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(50)	THE ADDRESS IS LEVEL 16, CHIFLEY TOWER, 2 CHIFLEY SQUARE SYDNEY NSW 2000. JOHN DENIZ IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(51)	THE ADDRESS IS 22 DUNCAN CRESCENT, COLLAROY PLATEAU NSW 2097. DANIEL PASTRO IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(52)	THE ADDRESS IS 289 GREAT WESTERN HIGHWAY, BLACKHEATH NSW 2785. PETER WADE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(53)	THE ADDRESS IS 58 MILTON STREET, ELWOOD VIC 3184. PRUE DENIZ IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(54)	THE ADDRESS IS 30 O'NEILL STREET, LILYFIELD NSW 2040. RAHUL GOYAL IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(55)	THE ADDRESS IS 1604 AMWAJ 4, JUMEIRAH BEACH RESIDENCE, DUBAI UAE. RAMI FARAH IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(56)	THE ADDRESS IS GPO BOX 5302, SYDNEY NSW  2001 . PHILIP AND ANDREW KING IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(57)	THE ADDRESS IS 16 ALAN STREET, CAMMARAY NSW 2062. RICHARD DUNFORD IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(58)	THE ADDRESS IS 271 DURHAM STREET, WEST BATHURST NSW 2795. THOMAS JOHN SCHOENMAKER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(59)	THE ADDRESS IS 21/6A GREENKNOWE AVENUE, ELIZABETH BAY NSW 2011. MICHAEL FORREST HUGHES  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(60)	THE ADDRESS IS C/- WENTWORTH SECURITIES GPO BOX 4476, SYDNEY NSW 2001. DR PAUL DOMINIC RYAN & DR DIANA ELIZABETH WESTON IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(61)	THE ADDRESS IS 32 MOORE STREET, SOUTH YARRA VIC 3141. RAN VAINGOLD   IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(62)	THE ADDRESS IS 6 GLADES AVENUE, GLADESVILLE NSW 2111. SHEREN MOSTAFA IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(63)	THE ADDRESS IS LEVEL 15 333 COLLINS STREET, MELBOURNE VIC 3000. MARCUS FREEMAN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(64)	THE ADDRESS IS SUITE 302, 10 BRIDGE STREET SYDNEY NSW 2000. MICHAEL CHEN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(65)	THE ADDRESS IS LEVEL 12 139 MACQUARIE STREET SYDNEY NSW 2000. JEREMY BOND IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(66)	THE ADDRESS IS 9 HARGRAVE STREET, PADDINGTON NSW 2021. AMAR JASSAL  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(67)	THE ADDRESS IS 14 WEEMALA ROAD, NORTHBRIDGE NSW 2063. DAVID ANTONY SINGER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(68)	THE ADDRESS IS 49 DILLON STREET PADDINGTON NSW 2021. WILLIAM QUIST IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(69)	THE ADDRESS IS 10 VERNON STREET, HUNTERS HILL NSW 2110. DAVID GRIFFITH IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

 

 

(70)	THE ADDRESS IS LEVEL 27 25 BLIGH STREET SYDNEY NSW 2000. ANDRE DALTON IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(71)	THE ADDRESS IS 285-295 BONDI ROAD, BONDI NSW 2026. JOHAN KRYNAUW IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(72)	THE ADDRESS IS G2 12 BROWNING ST, SOUTH BRISBANE QLD 4101. TERENCE MCMAHON IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(73)	THE ADDRESS IS PO BOX 432 KYABRAMI VIC 3619. PETER MICHAEL RYAN & MRS PAULA ANN RYAN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(74)	THE ADDRESS IS 33 LANG STREET, MOSMAN NSW 2088. CATRIONA CROOKES IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(75)	THE ADDRESS IS PO BOX 1411, WEST PERTH WA 6872. DARREN PETER GORDON IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(76)	THE ADDRESS IS LEVEL 39 55 COLLINS STREETS, MELBOURNE VIC 3000. ALEX WAISLITZ IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(77)	THE ADDRESS IS 453 BRONTE ROAD, BRONTE NSW 2024. KEITH WILLIAM KERRIDGE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(78)	THE ADDRESS IS 5 AMALFI PLACE, LONGUEVILLE NSW 2066. NICHOLAS BURT IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(79)	THE ADDRESS IS 112 BLUESTONE CIRCUIT, SEVENTEEN MILE ROCKS QLD 4073. NATHAN ANDREW MITCHELL IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(80)	THE ADDRESS IS 4 HAVERBRACK AVENUE, MALVERN VIC 3144. ANTHONY LAURENCE DAVIS  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(81)	THE ADDRESS IS 2/266 BONDI ROAD, BONDI 2026. GREGORY WILLIAM SILVER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(82)	THE ADDRESS IS LEVEL 1, 8 INNOVATION PARKWAY, BIRTINYA. TONY BRAND IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(83)	THE ADDRESS IS SUITE 1, LEVEL 12, 53 MARTIN PLACE SYDNEY NSW 2000. ADAM MARSHALL IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(84)	THE ADDRESS IS LEVEL 18, 420 GEORGE STREET SYDNEY NSW 2000. ANGUS DAVID PARADICE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(85)	THE ADDRESS IS 21A HOLDSWORTH STREET  NEUTRAL BAY NSW 2089. DAVID KEELAN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(86)	THE ADDRESS IS 6/334B BONDI ROAD  BONDI BEACH NSW 2026. CHRISTOPHER JAMES COOPER  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(87)	THE ADDRESS IS 40 STANHOPE ROAD  KILLARA NSW 2071. CAMERON KING LAW GRANT IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(88)	THE ADDRESS IS 5 WATER STREET  SOUTH STRATHFIELD NSW 2136. ELIAS HAILI  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(89)	THE ADDRESS IS 40 MIDDLE HEAD ROAD  MOSMAN NSW 2088. MARK ALAN WENTWORTH WEEKES  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(90)	THE ADDRESS IS 21ST FLOOR, 100 QRC, 100 QUEEN'S ROAD CENTRAL, HONG KONG. KURT HAKAN ERSOY IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(91)	THE ADDRESS IS FAO ELAINE SHORTALL (+353 12438512) EMEA TRANSACTION TAX & UK RESIDUAL SETTLEMENTS BLOCK D, CENTRAL PARK, LEOPARDSTOWN DUBLIN 18. PHILIP AND ANDREW KING IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(92)	THE ADDRESS IS SUITE 06, LEVEL 22, 56 PITT STREET, SYDNEY NSW 2000. QUENTIN JOSEPH FLANNERY IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(93)	THE ADDRESS IS SUITE 06, LEVEL 22, 56 PITT STREET, SYDNEY NSW 2000. QUENTIN JOSEPH FLANNERY IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(94)	THE ADDRESS IS C/- MAINSTREAM: LEVEL 1, 51-57 PITT ST, SYDNEY NSW 2000 AUSTRALIA. MICHAEL FRAZIS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(95)	THE ADDRESS IS LEVEL 5, 175 MACQUARIE ST SYDNEY NSW 2000. YIANNI GERTOS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(96)	THE ADDRESS IS LEVEL 16 GOVENROR MACQUARIE TOWER 1 FARRER PLACE SYDNEY NSW 2000. DANE ROBERTS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(97)	THE ADDRESS IS GPO BOX 479 SYDNEY NSW 2001. DEAN PRICE  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(98)	THE ADDRESS IS ANGEL PLACE, LEVEL 18/123 PITT ST, SYDNEY NSW 2000. JAMES POLLETT IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(99)	THE ADDRESS IS C-/ LEVEL 12, 139 MACQUARIE STREET, SYDNEY, NSW, 2000. JEREMY BOND IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(100)

THE ADDRESS IS C-/ LEVEL 12, 139 MACQUARIE STREET, SYDNEY, NSW, 2000. MATTHEW LANGSFORD IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

 

 

(101)

THE ADDRESS IS LEVEL 7, 1 YORK ST, SYDNEY NSW 2000. SCOTT WILSON IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(102)

THE ADDRESS IS L20, MACQUARIE PLACE, SYDNEY NSW, AUSTRALIA 2000. DANIEL BARON DROGA  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(103)

THE ADDRESS IS 45 PARRIWI RD, MOSMAN 2088 NSW . SCOTT BARNES IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(104)

THE ADDRESS IS LEVEL 39, 55 COLLINS STREET MELBOURNE VIC 3000. ALEX WAISLITZ IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(105)

THE ADDRESS IS 65 BURSWOOD ROAD, BURSWOOD, WESTERN AUSTRALIA 6100. NEIL AND MELANIE RAE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(106)

THE ADDRESS IS 7 VISTA AVENUE BALGOWLAH HEIGHTS NSW. CURTIS LARSON IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(107)

THE ADDRESS IS PO BOX 1496 BATHURST NSW. DUSTIN BARTHOLOMEW  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(108)

THE ADDRESS IS C/- WENTWORTH SECURITIES GPO BOX 4476. CHRISTOPHER GUY HARDHAM IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(109)

THE ADDRESS IS PO BOX 1496 BATHURST NSW. RONALD McCUMSTIE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(110)

THE ADDRESS IS PO BOX 1496 BATHURST NSW. MR ANDREW SEARLE TRAVIS + MRS MIFFANY CHESNA TRAVIS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(111)

THE ADDRESS IS 22 EDMUND STREET QUEENS PARK NSW. MR JASON CRAIG IRELAND  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(112)

THE ADDRESS IS <COLLINGS SUPER FUND A/C> C/- WENTWORTH SECURITIES. MR RONALD NORMAN COLLINGS + MRS LYNNE COLLINGS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(113)

THE ADDRESS IS 3 LANG STREET MOSMAN NSW. PAUL FRANCIS SMITH  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(114)

THE ADDRESS IS 3 LANG STREET MOSMAN NSW. PAUL FRANCIS SMITH  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(115)

THE ADDRESS IS 9 NORTHCOTE ROAD  LINDFIELD NSW. MARK RECHNER AND ANNETTE CLARE RECHNER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(116)

THE ADDRESS IS CHESTNUT PARK 24 SHORTHOUSES RD. ROSS SMITH IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(117)

THE ADDRESS IS 73A BAY ST, DOUBLE BAY, NSW, AUSTRALIA, 2028. PETER DUNWORTH IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(118)

THE ADDRESS IS UNIT 2 1 MINNA CLOSE BELROSE NSW 2085. PO BOX 356 TERREY HILLS NSW 2084. RAYMOND BALCOMB IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(119)

THE ADDRESS IS 112 BLUESTONE CIRCUIT, SEVENTEEN MILE ROCKS, 4073, QLD, AUSTRALIA. NATHAN ANDREW MITCHELL IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(120)

THE ADDRESS IS 49 DILLON STREET, PADDINGTON NSW 2021. WILLIAM QUIST IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(121)

THE ADDRESS IS 107 ANTHONY STREET, ASCOT, QLD 4007. MICHAEL BUYS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(122)

THE ADDRESS IS 52 MONASH PARADE DEE WHY 2099. WAYNE COLLINS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(123)

THE ADDRESS IS 30 BRANKSOME GARDENS CITY BEACH, WA 6015. MICHAEL FILAN ASHFORTH IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(124)

THE ADDRESS IS 42/42-43 NEW BEACH ROAD DARLING POINT NSW 2027. WILLIAM PATRICK MANNING IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(125)

THE ADDRESS IS LEVEL 27 25 BLIGH STREET SYDNEY NSW 2000. LANCE ROSENBERG IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(126)

THE ADDRESS IS 7 ROSEMONT AVENUE, WOOLLAHRA, NSW, 2025 AUSTRALIA. DAVID KLINGER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(127)

THE ADDRESS IS 32 HIGHBURY GROVE, KEW VIC 3101 AUSTRALIA. ROBERT CALNON IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(128)

THE ADDRESS IS 3 BURTON STREET, MOSMAN, NSW 2088 , AUSTRALIA. MRS SUSAN PATRICIA CORDINER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(129)

THE ADDRESS IS 32 JACARANDA DRIVE, CABARITA, 2137, NSW. ANDREW FIELD / ALISON FIELD  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(130)

THE ADDRESS IS 198 JERSEY RD, PADDINGTON, 2021, NSW. PETER LEW IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

 

 

(131)

THE ADDRESS IS 14 WEEMALA ROAD NORTHBRIDGE NSW 2063. DAVID SINGER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(132)

THE ADDRESS IS 37 MINKARA ROAD, BAYVIEW, NSW 2104. CHRIS MACDONALD  IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(133)

THE ADDRESS IS 106 HOLT AVENUE MOSMAN NSW 2088 AUSTRALIA. SIMON AYLING IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(134)

THE ADDRESS IS UNIT 10 85B OCEAN ST WOOLLAHRA NSW 2025. MRS ALISON MARY MILLER SWAN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(135)

THE ADDRESS IS 6 HARAV FRIDMAN ST TEC AVIV ISRAEL. KFIR MAGEN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(136)

THE ADDRESS IS 10 YAARA ST KOCHAV YAIR ISRAEL. DAVID ALSTER IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(137)

THE ADDRESS IS PASEA ESTATE. ROAD TOWN, TORTOLA, BVI. ELI ISRAEL IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(138)

THE ADDRESS IS PO BOX 202845, ANCHORAGE, ALASKA 99520-2845. JONATHAN RUBINI IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(139)

THE ADDRESS IS 13 SHALEVET ST, OR YEHUDA, ISRAEL. SEBASTIAN STUPURAC IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(140)

THE ADDRESS IS 32A HABARZEL ST. TEL AVIV, 6971046, ISRAEL. ABIR RAVEH IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(141)

THE ADDRESS IS 3A PHOVSKI ST. TEL AVIV ISRAEL. OREN DUENIAS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(142)

THE ADDRESS IS RAV ALUF DAVID ELAZAR ST 15, TEL AVIV-YAFO, 6107411. DANIEL PELED IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(143)

THE ADDRESS IS ANNE FRANK 15, BAT-YAM, ISRAEL. STAS OSKIN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(144)

THE ADDRESS IS 1 SHALOM ALEICHEM ST, HOD HASHARON, ISRAEL, 4521456. ISRAEL LEOPOLD GOREN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(145)

THE ADDRESS IS 5573 HIGH FLYER ROAD. N. PALM BEACH GARDENS, FL 33418. WILLIAM HARVEY IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(146)

THE ADDRESS IS 601 N. CONGRESS AVENUE SUITE 114, DELRAY BEACH, FLORIDA 33445. E ANTHONY WILSON IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(147)

THE ADDRESS IS 801 PERRY COVE SAVANNAH, GA 31410. MATTHEW LIPMAN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(148)

THE ADDRESS IS 3 HAHARHAVA ST, MOSHAV HERUT, ISRAEL, 40691. TAL ZURI IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(149)

THE ADDRESS IS 13281 PONDEROSA WAY, FORT MYERS, FL, 33907. TREVOR BRUCE SMITH IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(150)

THE ADDRESS IS 12 BLACKS ROAD ARCADIA NSW 2159. MICHAEL TILLEY IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(151)

THE ADDRESS IS 1/500 CHAPEL STREET SOUTH YARRA VIC 03141 . GRAHAM WILLIAM BURKE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(152)

THE ADDRESS IS 425 LEBANON STREET MONROE OH 45050. DAN TUZZIO IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(153)

THE ADDRESS IS 5217 COTTAGE BLUFF LN KNIGHTDALE NC 27545. KYLE HOFFMAN IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(154)

THE ADDRESS IS 7320 E. BUTHERUS DRIVE, SUITE 105, SCOTTSDALE, AZ 85260. BRETT MASS IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(155)

THE ADDRESS IS 4, BOROCHOV STREET HOD HASHARON 4520404, ISRAEL. NOAM DANENBERG IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(156)

THE ADDRESS IS C/- H.C. WAINWRIGHT & CO, 430 PAK AVE 3rd FLOOR NEW YORK NY 10022. MARK VIKLUND IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES. BROKER-DEALER. SELLING SHAREHOLDER HAS CERTIFIED THAT AT THE TIME IT PURCHASED THE SHARES OF COMMON STOCK UNDERLYING THE WARRANT BEING REGISTERED HEREUNDER, IT HAD NO AGREEMENTS OR UNDERSTANDING, DIRECTLY OR INDIRECTLY WITH ANY PERSON TO DISTRIBUTE THE SUBJECT SECURITIES.

(157)

THE ADDRESS IS C/- H.C. WAINWRIGHT & CO, 430 PAK AVE 3rd FLOOR NEW YORK NY 10022. MICHAEL VASINKEVICH IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(158)

THE ADDRESS IS C/- H.C. WAINWRIGHT & CO, 430 PAK AVE 3rd FLOOR NEW YORK NY 10022. CRAIG SCHWABE IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(159)

THE ADDRESS IS 13529 BRYNWOOD LANE, FORT MYERS FLORIDA 33912. AMIR HARPAZ IS THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL OVER THE SECURITIES.

(160)

INCLUDES 896,000 SHARES ISSUABLE UPON EXERCISE OF PRESENTLY EXERCISABLE WARRANTS.

(161)

INCLUDES 123,500 SHARES ISSUABLE UPON EXERCISE OF PRESENTLY EXERCISABLE WARRANTS.

(162)

INCLUDES 243,675 SHARES ISSUABLE UPON EXERCISE OF PRESENTLY EXERCISABLE WARRANTS.

(163)

INCLUDES 12,625 SHARES ISSUABLE UPON EXERCISE OF PRESENTLY EXERCISABLE WARRANTS.

(164)

INCLUDES 7,875 SHARES ISSUABLE UPON EXERCISE OF PRESENTLY EXERCISABLE WARRANTS.

 

  

PLAN OF DISTRIBUTION

 

We are registering the shares of common stock previously issued and issuable upon exercise of the warrants to purchase shares of our common stock to permit the resale of these shares of common stock by the holders thereof and holders of the shares of common stock and warrants from time to time after the date of this prospectus. We will receive proceeds in connection with the applicable exercise price of the warrants to purchase shares of our common stock, unless any of such warrants will be exercised via cashless exercise to the extent provided for in the applicable warrant. Other than such exercise price, we will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions:

 

●

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

 

●

in the over-the-counter market;

 

●

in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

 

●

through the writing of options, whether such options are listed on an options exchange or otherwise;

 

●

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

●

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

●

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

●

an exchange distribution in accordance with the rules of the applicable exchange;

 

●

privately negotiated transactions;

 

●

short sales;

 

●

sales pursuant to Rule 144;

 

●

broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

 

●

a combination of any such methods of sale; and

 

●

any other method permitted pursuant to applicable law.

 

 

If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

 

The selling stockholders may pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 

The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

 

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

 

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

 

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

 

We will pay all expenses of the registration of the shares of common stock, estimated to be approximately $80,000 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the Registration Rights Agreement, or we may be entitled to contribution.

 

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

 

 

LEGAL MATTERS

 

The validity of the securities being offered by this prospectus will be passed upon by Dentons US LLP. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in an applicable prospectus supplement.

 

EXPERTS

 

The audited consolidated financial statements of Mawson Infrastructure Group Pty Ltd. (formerly known as Cosmos Capital Ltd.) and its subsidiaries, as of and for the years ended December 31, 2020 and 2019 included in this prospectus, and elsewhere in the registration statement on Form S-3 have been so included in reliance upon the report of LNP Audit and Assurance Pty Ltd, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference rooms at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference rooms. The SEC also maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is www.sec.gov.

 

We maintain a website at www.mawsoninc.com. Webcasts of presentations we make at certain conferences may also be available on our website from time to time. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus. We have included our web address as an inactive textual reference only.

 

We have filed a registration statement on Form S-3 with the SEC relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. You may review a copy of the registration statement at the SEC’s public reference room in Washington, D.C., as well as through the SEC’s website at www.sec.gov.

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.

 

This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC (but excluding any information in such documents that has been furnished to, rather than filed with, the SEC):

 

●

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 1, 2021;

 

●

Our Quarterly Report on Form 10-Q for the period ended March 31, 2021, as filed with the SEC on May 19, 2021;

 

 

	●	Our Quarterly Report on Form 10-Q for the period ended June 30, 2021, as filed with the SEC on August 10, 2021;
	●	our Current Reports on Form 8-K filed with the SEC on January 5, 2021, January 19, 2021, February 4, 2021, February 16, 2021, April 27, 2021, May 13, 2021; June 14, 2021; July 9, 2021, July 21, 2021, July 30, 2021, August 12, 2021, August 16, 2021, August 20, 2021, August 26, 2021, August 30, 2021; September 21, 2021; October 1, 2021, October 4, 2021, October 8, 2021 and October 22, 2021;
	●	Our Definitive Information Statement on Schedule 14C filed on May 20, 2021;
	●	Our Definitive Proxy/Written Consent Solicitation Statement on Schedule 14A filed on July 21, 2021;
	●	the description of our common stock contained in our registration statement on Form S-1, filed with the SEC on June 9, 2021 (File No. 333-256947), and all amendments or reports filed for the purpose of updating such description.

 

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

 

You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:

 

Mawson Infrastructure Group Inc.

Chief Executive Officer

Level 5, 97 Pacific Highway, North Sydney NSW Australia 2060

+61 2 8624 6130

 

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other expenses of issuance and distribution

 

The following table sets forth all expenses, other than the underwriting discounts and commissions, payable by us in connection with this offering. All the amounts shown are estimates except for the SEC registration fee and FINRA fee.

 

SEC registration fee		$	79,755.92
Accounting fees and expenses			5,000.00	*
Legal fees and expenses			15,000.00	*
Total		$	99,755.92

 

*

Estimated solely for purposes of this Item. Actual expenses may vary.

 

Item 15. Indemnification of Directors and Officers.

 

As a corporation incorporated in the State of Delaware, we are subject to the Delaware General Corporation Law (“DGCL”). Section 102(b)(7) of the DGCL allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our charter provides for this limitation of liability.

  

Section 145 of the DGCL (“Section 145”), provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which such officer or director has actually and reasonably incurred.

 

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.

 

Our charter and bylaws provide that we must indemnify and advance expenses to our directors and officers to the full extent authorized by the DGCL.

 

We entered into indemnification agreements with our directors and officers pursuant to which we agreed to indemnify each director and officer for any liability he or she may incur by reason of the fact that he or she serves as our director or officer, to the maximum extent permitted by law.

 

We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act as defined in the policy and (2) to us with respect to indemnification payments that we may make to such directors and officers.

 

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, any provision of our charter, bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Notwithstanding the foregoing, we shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by our Board pursuant to the applicable procedure outlined in our bylaws.

 

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

 

 

Item 16. Exhibits.

 

See the Exhibit Index attached to this registration statement and incorporated herein by reference.

 

Item 17. Undertakings.

 

(a) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or any decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

 

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions described in Item 15, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each appropriate registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(d) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Trust Indenture Act.

 

 

EXHIBIT INDEX

 

Exhibit Number		Exhibit
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 Amendment to Certificate of Incorporation (Incorporated by reference to Annex A of the Company’s Definitive Proxy/Written Consent Solicitation Statement on Schedule 14A filed with the SEC on July 21, 2021.
3.9+		Form of Warrant
5.1+		Opinion of Dentons US LLP
10.1		Form of Securities Purchase Agreement dated August 6, 2021, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2021 and incorporated herein by reference
10.2		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)
23.1+		Consent of LNP Audit and Assurance Pty Ltd.
23.2+		Consent of Dentons US LLP (contained in Exhibit 5.1)
24.1+		Power of Attorney (included on signature page)

 

+     Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and 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 28th day of October, 2021.

 

	MAWSON INFRASTRUCTURE GROUP INC.
	By:	/s/ James Manning
		Name:	James Manning
		Title:	Chief Executive Officer,

 

POWERS OF ATTORNEY

 

Each of the undersigned officers and directors of Mawson Infrastructure Group Inc., a Delaware corporation, hereby constitutes and appoints James Manning and Hetal Majithia and each of them, severally, as his or her attorney-in-fact and agent, with full power of substitution and re-substitution, in his or her name and on his or her behalf, to sign in any and all capacities this registration statement and any and all amendments (including post-effective amendments) and exhibits to this registration statement and any and all applications and other documents relating thereto, with the Securities and Exchange Commission, with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

 

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		October 28, 2021
James Manning
/s/ Hetal Majithia		Chief Financial Officer		October 28, 2021
Hetal Majithia
/s/ Michael Hughes		Director		October 28, 2021
Michael Hughes
/s/ Gregory Martin		Director		October 28, 2021
Gregory Martin
/s/ Yossi Keret		Director		October 28, 2021
Yossi Keret

 

 

II-5

 

Exhibit 3.9

 

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

MAWSON INFRASTRUCTURE GROUP Inc.

 

Warrant Shares: __________	Issue Date: October __, 2021
	Initial Exercise Date: November 15, 2021

 

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October __, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wize Pharma, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

 

Section 1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

 

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

 

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

 

 

“Commission” means the United States Securities and Exchange Commission.

 

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

“Subsidiary” means any subsidiary of the Company required to be listed pursuant to Item 601(b)(21) of Regulation S-K.

 

“Trading Day” means a day on which the principal Trading Market is open for trading.

 

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

 

“Transfer Agent” means Computershare, P.O. Box 505005, Louisville, KY 40233-5005, and any successor transfer agent of the Company.

 

“Warrants” means this Warrant and other Common Stock purchase warrants issued by the Company on the Issue Date.

 

Section 2. Exercise.

 

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

 

 

b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.001, subject to adjustment hereunder (the “Exercise Price”).

 

c) Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 

	(A)	=	as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
	(B)	=	the Exercise Price of this Warrant, as adjusted hereunder; and
	(X)	=	the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 

 

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the reasonable fees and expenses of which shall be paid by the Company.

 

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrant being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

 

 

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

 

d) Mechanics of Exercise.

 

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrant), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

 

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

 

 

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

 

vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

 

 

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

 

Section 3. Certain Adjustments.

 

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

 

d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date [and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five (5) Trading Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

 

 

e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 

f) Notice to Holder.

 

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

 

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, reasonably in advance of the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

g) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company; provided it provides the Holder with advanced written notice to that effect.

 

 

Section 4. Transfer of Warrant.

 

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

 

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.

 

 

e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

 

Section 5. Registration Rights.

 

a) Registration Statement on Form S-1. As soon as practicable following the Issue Date (and in any event within 180 calendar days following the Issue Date), the Company shall file a registration statement on Form S-1 (or Form S-3 if the Company is eligible to use a registration statement on Form S-3) providing for the resale by the Holder of the Warrant Shares issued and/or issuable upon exercise of the Warrants (the “Registration Statement”). The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective within 210 days following the Issue Date (or, in the event of a “full review” by the Commission, the 210^th calendar day following the Issue Date); provided, however, that in the event the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the effectiveness date as to such Registration Statement shall be the third (3^rd) Trading Day following the date on which the Company is so notified, if such date precedes the dates otherwise required above, provided, further, if such effectiveness date falls on a day that is not a Trading Day, then the effectiveness date shall be the next succeeding Trading Day (the “Effectiveness Date”). The Company shall use best efforts to keep such Registration Statement effective at all times until the Holder does not owns any Warrants or Warrant Shares issuable upon exercise thereof. In the event that the Registration Statement is not declared effective by the Commission by the Effectiveness Date, then, in addition to any other rights the Holder may have hereunder or under applicable law, on the Effectiveness Date and on each monthly anniversary of the Effectiveness Date (if the Registration Statement shall not have been declared effective by such date) until the Registration Statement is declared effective, the Company shall pay to each holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 0.5% multiplied by the aggregate Bid Price of the Warrant Shares underlying the Warrants held by each Purchaser on the calculation date.

 

Section 6. Miscellaneous.

 

b) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settle an exercise of this Warrant.

 

 

c) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 

d) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

 

e) Authorized Shares.

 

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

 

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

 

 

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 

f) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

 

g) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

 

h) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 

 

i) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder, including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at Mawson Infrastructure Group Inc., Attention: Chief Executive Officer, email address: [email protected], or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

 

j) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

k) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

 

l) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

 

m) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.

 

n) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 

o) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

 

********************

 

(Signature Page Follows)

 

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

	MAWSON INFRASTRUCTURE GROUP Inc.
	By:
		Name:
		Title:

 

 

NOTICE OF EXERCISE

 

To:

Wize Pharma, Inc.

 

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States; or

 

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_______________________________

 

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

_______________________________

 

_______________________________

 

_______________________________

 

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

 

 

EXHIBIT B

 

ASSIGNMENT FORM

 

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

 

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

Name:
		(Please Print)
Address:
		(Please Print)
Phone Number:
Email Address:
Dated: _______________ __, ______
Holder’s Signature: ___________________
Holder’s Address: ____________________

 

 

 

 

Exhibit 5.1

 

	Dentons US LLP 1221 Avenue of the Americas		Salans FMC SNR Denton dentons.com
	New York, NY 10020-1089 USA
	T	+1 212 768 6700
	F	+1 212 768 6800

 

 

October 29, 2021

 

Mawson Infrastructure Group Inc.

Level 5, 97 Pacific Highway, North Sydney NSW

Australia

 

Re:	Mawson Infrastructure Group Inc.--Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

In our capacity as counsel to Mawson Infrastructure Group Inc., a corporation organized under the laws of the State of Delaware (the “Company”), we have been asked to render this opinion in connection with a registration statement on Form S-3 (File No. 333-258299) (the “Registration Statement”), which Registration Statement the Company initially filed with the Securities and Exchange Commission (the “Commission”) on October 29, 2021, under the Securities Act of 1933, as amended (the “Act”), related to the registration under the Securities Act of an aggregate of up to 8,228,819 shares of common stock, par value $0.001 per share of the Company (“Common Stock”) that will be sold by certain selling stockholders of the Company, consisting of (i) 6,944,944 shares of Common Stock (the “Common Shares”), and (ii) 1,283,875 shares of Common Stock issuable upon exercise of warrants (the “Warrant Shares” and collectively with the Common Shares, the “Shares”).

 

We are delivering this opinion to you at your request in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K under the Act.

 

In connection with rendering this opinion, we have examined originals, certified copies or copies otherwise identified as being true copies of the following: (i) the Company’s certificate of incorporation, as amended, (ii) the Company’s by-laws, as amended, (iii) the Registration Statement, (iv) corporate proceedings of the Company relating to the Shares and (v) such other instruments and documents as we have deemed relevant under the circumstances.

 

In making the aforesaid examinations, we have assumed the genuineness and authenticity of all documents examined by us and all signatures thereon, and the conformity to originals of all copies of all documents examined by us.

 

Based on the foregoing, and in reliance thereon, and subject to the qualifications, limitations and exceptions stated herein, we are of the opinion that (i) the Shares have been duly authorized, (ii) the 6,944,944 Common Shares are validly issued, fully paid, and non-assessable and, (iii) the 1,283,875 Warrant Shares, when issued and delivered by the Company against due payment therefor in accordance with the terms of the applicable warrants, will be validly issued, fully paid and non-assessable.

 

The foregoing opinion is limited to the laws of the State of Delaware (excluding local laws) and the federal law of the United States of America.

 

We hereby consent to the use of our opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm and this opinion under the heading “Legal Matters” in the Registration Statement, including the prospectuses constituting a part thereof and any amendment thereto. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder.

 

	Very truly yours,
	/s/ Dentons US LLP

 

Exhibit 23.1

 

 

		ABN 65 155 188 837
		L14 309 Kent Street Sydney NSW 2000
		+61 2 9290 8515
		L24 570 Bourke Street Melbourne VIC 3000
		+61 3 8658 5928
28 October 2021
		L14 167 Eagle Street Brisbane QLD 4000
		+61 7 3607 6379
The Directors
Mawson Infrastructure Group Inc Level 5, 97 Pacific Highway		www.lnpaudit.com
North Sydney
NSW 2060 Australia

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to;

 

(a)

the inclusion of our report of independent registered public accounting firm dated May 9, 2021, on our audit of the consolidated balance sheets of Cosmos Capital Limited and its subsidiaries, as of December 31, 2020 and December 31, 2019, and the related consolidated statements of earnings, of comprehensive earnings, of equity and of cash flows for each of the two years in the period ended December 31, 2020, including the related notes, and

 

(b)

the use of our name as it appears under the caption “Experts,” in the Form S-3 to the Registration Statement of Mawson Infrastructure Group Inc. to be dated 28 October 2021.

 

Yours faithfully

 

LNP Audit and Assurance Pty Ltd

 

/s/ Anthony Rose
Anthony Rose
Director

 

Liability limited by a scheme approved under the professional standards legislation

 

 

 

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