Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Mawson Infrastructure Group Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
57778N307 (CUSIP Number) |
Joshua Kilgore 5701 Euper Lane, Ste A, Fort Smith, AR, 72903 479-420-8957 Cam C. Hoang Dorsey & Whitney LLP, 50 S. Sixth Street, Suite 1500 Minneapolis, MN, 55402 (612) 492-6109 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/28/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 57778N307 |
| 1 |
Name of reporting person
Endeavor Blockchain, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ARKANSAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Endeavor Blockchain, LLC is 100% owned Joshua Kilgore, the managing member.
SCHEDULE 13D
|
| CUSIP No. | 57778N307 |
| 1 |
Name of reporting person
Joshua Kilgore | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 57778N307 |
| 1 |
Name of reporting person
Cody Smith | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
75,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 57778N307 |
| 1 |
Name of reporting person
PM Squared, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,397.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
PM Squared, LLC is 100% owned by Phil Stanley, the managing member.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value |
| (b) | Name of Issuer:
Mawson Infrastructure Group Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
950 RAILROAD AVE, MIDLAND,
PENNSYLVANIA
, 15059. |
| Item 2. | Identity and Background |
| (a) | i) Endeavor Blockchain, LLC ii) Joshua Kilgore iii) Cody Smith iv) PM Squared, LLC (Together, the "Reporting Persons") Each of the Reporting Persons is a party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Amendment No 5 to Schedule 13D. |
| (b) | i) and ii) Endeavour Blockchain, LLC and Joshua Kilgore: 5701 Euper Lane, Suite A, Fort Smith, Arkansas 72903 iii) Cody Smith: 3801 Bent Elm Ln., Forth Worth,, TX iv) PM Squared, LLC: 6050 Southwest Blvd, Suite 150 Fort Worth, TX 76109 |
| (c) | Each of the Reporting Persons are engaged in the business of investment. See Item 2(a). |
| (d) | The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | i) Arkansas ii) United States iii) United States iv) Texas |
| Item 3. | Source and Amount of Funds or Other Consideration |
i) WC ii) PF iii) PF iv) WC | |
| Item 4. | Purpose of Transaction |
The Reporting Persons purchased the common shares (the "Shares") of Mawson Infrastructure Group, Inc. (the "Issuer") based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons have attempted to engage with the Issuer's management and Board of Directors regarding opportunities for value creation and strategic partnership. These attempts have included invitations to the Issuer's Board to discuss: - The Reporting Persons' analysis of the Issuer's capital structure; - Long-term strategic support for the Issuer from the Reporting Persons and Big Digital Energy LLC ("BDE"), a subsidiary of Endeavor Blockchain, LLC; - A potential tender offer that would provide Issuer stockholders who wish to exit a cash premium to the trading price for a portion of the outstanding shares; and - Additional equity capital, including via the issuance of preferred securities, to address near-term obligations and fund future growth. If pursued, and subject to further evaluation, negotiation, financing, regulatory considerations, and approvals, these discussions or the Reporting Persons' actions independent of the Issuer's current Board of Directors and management could result in the Reporting Persons owning at least a majority of the outstanding Shares and appointing at least a majority of members to the Board of Directors, recapitalization of the Issuer, and related amendments to the Issuer's charter documents establishing, among other terms, the rights and obligations of any holders of newly issued equity. The Reporting Persons may engage in discussions with, call meetings of and solicit proxies or consents from stockholders of the Issuer or other third parties about these and other matters, including but not limited to changes to the Board of Directors of the Issuer. Any potential tender offer referenced herein remains preliminary and subject to further evaluation, and no tender offer has been commenced, planned, or authorized as of the date of this Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, with
out limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its business, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Except as otherwise noted, the percentages used in this Amendment No. 5 to Schedule 13D are based upon 3,304,639 Shares outstanding as of December 17, 2025, as reported in the Issuer's Quarterly Report filed on November 14, 2025, and the Issuer's Current Report filed on December 17, 2025. All Shares are reported post 1 to 20 reverse stock split effective November 20, 2025. See rows (11) and (13) of the cover pages to this Amendment No. 5 to Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons as of the close of business on January 28, 2026. The filing of this Amendment No. 5 to Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Total aggregate shares owned by Reporting Persons: 1,587,397 as of January 28, 2026 Total aggregate percentage of class owned by Reporting Persons: 48.0% as of January 28, 2026. |
| (b) | See rows (7) through (10) of the cover pages to this Amendment No. 5 to Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. |
| (c) | i) Purchase of 40,000 Shares by Endeavor Blockchain, LLC on January 28, 2026, at an average weighted price of $4.57 per share (with a range of $4.46 to $4.68) through open-market purchases. ii) None iii) None iv) Purchase of 2,100 Shares by PM Squared, LLC on January 28, 2026, at a price of $4.62 per share through open-market purchases |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Joint Filing Agreement dated January 6, 2026 | |
| Item 7. | Material to be Filed as Exhibits. |
The Joint Filing Agreement entered into by the Reporting Persons as of January 6, 2026, and attached as Exhibit 99.1 to Amendment No. 1 to Schedule 13D is incorporated herein by reference. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|