莫森基础设施集团股份有限公司美股招股说明书(2025-10-17版)

PROSPECTUS SUPPLEMENT(To prospectus dated September 15, 2025) $9,600,000 MAWSON INFRASTRUCTURE GROUP INC. Common Stock We have entered into an At The Market Offering Agreement, dated October 16, 2025 (the “sales agreement”), with H.C. Wainwright &Co., LLC (“Wainwright”), relating to shares of our common stock, par value $0.001 per share (“common stock”), offered by thisprospectus supplement and the accompanying base prospectus. In accordance with the terms of the sales agreement, we may offer andsell shares of our common stock having an aggregate offering price of up to $9,600,000 from time to time through Wainwright, actingas our sales agent pursuant to this prospectus supplement and the accompanying base prospectus. Our common stock is traded on The Nasdaq Capital Market (“Nasdaq”), under the symbol “MIGI.” The last reported sale price of ourcommon stock on October 16, 2025, was $1.67 per share. Sales of our common stock, if any, under this prospectus supplement will be made by any method permitted that is deemed an “at themarket offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales madedirectly on or through Nasdaq or any other existing trading market in the United States for our common stock, sales made to orthrough a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions atmarket prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permittedby law. Wainwright is not required to sell any specific number or dollar amount of securities, but will act as our sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement. Wainwright will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price per share sold. In connectionwith the sale of the common stock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation of Wainwright will be deemed to be underwriting commissions or discounts. We have also agreedto provide indemnification and contribution to Wainwright with respect to certain liabilities, including liabilities under the SecuritiesAct or the Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning on page S-12 for additionalinformation regarding the compensation to be paid to Wainwright. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, orthe public float, was approximately $28,800,000, which was calculated based on 17,273,349 outstanding shares of common stock heldby non-affiliates at a price of $1.67 per share, the closing price of our common stock on October 16, 2025, as reported on Nasdaq.Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement with avalue of more than one-third of the aggregate market value of shares of our common stock held by non-affiliates in any 12-monthperiod, so long as the aggregate market value of shares of our common stock held by non-affiliates is less than $75,000,000. Duringthe 12 calendar months prior to, and including, the date of this prospectus supplement, we have not sold any securities pursuant toGeneral Instruction I.B.6 of Form S-3. We are a “smaller reporting company” as defined under the federal securities laws and, under applicable rules of the Securities andExchange Commission, we have elected to comply with certain reduced public company reporting and disclosure requirements. Investing in our securities involves significant risks. Please read the information contained in or incorporated by referenceunder the heading “Risk Factors” beginning on page S-6 of this prospectus supplement, and under similar headings in otherdocuments filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanyingbase prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is acriminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is October 17, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiMARKET DATAS-iiiTRADEMARKSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-4RISK FACTORSS-6USE OF PROCEEDSS-9DIVIDEND POLICYS-10DILUTIONS-11PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-13EXPERTSS-13WHERE YOU CAN FIND MORE INFORMATIONS-13INCORPORATION BY REFERENCES-13 Prospectus Page ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK