High Wire Networks, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>High Wire Networks, Inc. has filed its 2023 annual report (10-K) detailing its financial and operational status.</b>

AI Summary

HIGH WIRE NETWORKS, INC. (HWNI) filed a Annual Report (10-K) with the SEC on April 19, 2024. High Wire Networks, Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company is incorporated in Nevada and its principal executive offices are located in Batavia, Illinois. Common stock of High Wire Networks, Inc. is traded under the symbol HWNI on the OTCQB exchange. The filing confirms the company has met its reporting requirements for the preceding 12 months and the past 90 days. High Wire Networks, Inc. has submitted all Interactive Data Files required by Rule 405 of Regulation S-T.

Why It Matters

For investors and stakeholders tracking HIGH WIRE NETWORKS, INC., this filing contains several important signals. This 10-K filing provides a comprehensive overview of High Wire Networks' performance and compliance for the fiscal year 2023, crucial for investors assessing the company's stability and future prospects. The report's adherence to SEC filing requirements, including the submission of interactive data, signals operational diligence and transparency, which can influence investor confidence.

Risk Assessment

Risk Level: low — HIGH WIRE NETWORKS, INC. shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate financial distress signals or significant new risks, indicating a stable, albeit routine, disclosure.

Analyst Insight

Review the full 10-K filing for detailed financial statements, risk factors, and management discussion to understand High Wire Networks' performance and strategic direction.

Key Numbers

• 2023 — Fiscal Year End (Fiscal year ended December 31, 2023)
• 2024-04-19 — Filing Date (Filed as of date)
• HWNI — Trading Symbol (Common stock trading symbol)
• OTCQB — Exchange (Name of exchange where common stock is registered)

Key Players & Entities

• HIGH WIRE NETWORKS, INC. (company) — Registrant name
• HWNI (company) — Trading symbol
• 10-K (document) — Form type
• 20231231 (date) — Fiscal year end
• 20240419 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• Batavia, Illinois (location) — Principal executive offices
• OTCQB (exchange) — Exchange where common stock is registered

FAQ

Industry Context

High Wire Networks operates within the telecommunications sector, specifically classified under Telephone Communications (SIC 4813).

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including the filing of annual reports on Form 10-K.

What Investors Should Do

1. Thoroughly review the financial statements and management's discussion and analysis (MD&A) within the 10-K for detailed insights into revenue, expenses, and profitability.
2. Examine the 'Risk Factors' section for any new or evolving risks that could impact the company's operations or financial performance.
3. Analyze executive compensation details and any related party transactions disclosed in the filing to understand corporate governance and potential conflicts of interest.

Year-Over-Year Comparison

This filing is the annual report for the fiscal year ended December 31, 2023, and follows the standard reporting cadence for a public company.

Key Financial Figures

• $9.4 m — data breach in the United States is now $9.4 million, 113% higher than the global aver
• $376 billion — Security spending is expected to reach $376 billion annually by 2029, a 13.9% CAGR accordin

Filing Documents

• ea0201355-10k_high.htm (10-K) — 1760KB
• ea020135501ex4_highwire.htm (EX-4) — 39KB
• ea020135501ex21-1_highwire.htm (EX-21.1) — 3KB
• ea020135501ex31-1_highwire.htm (EX-31.1) — 9KB
• ea020135501ex31-2_highwire.htm (EX-31.2) — 9KB
• ea020135501ex32-1_highwire.htm (EX-32.1) — 3KB
• ea020135501ex32-2_highwire.htm (EX-32.2) — 3KB
• 0001213900-24-034533.txt (&nbsp;) — 11338KB
• hwni-20231231.xsd (EX-101.SCH) — 133KB
• hwni-20231231_cal.xml (EX-101.CAL) — 73KB
• hwni-20231231_def.xml (EX-101.DEF) — 556KB
• hwni-20231231_lab.xml (EX-101.LAB) — 1011KB
• hwni-20231231_pre.xml (EX-101.PRE) — 569KB
• ea0201355-10k_high_htm.xml (XML) — 1276KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 8 Item 1B. Unresolved Staff Comments 21 Item 1C. Cybersecurity 21 Item 2.

Properties

Properties 21 Item 3.

Legal Proceedings

Legal Proceedings 21 Item 4. Mine Safety Disclosures 21 PART II 22 Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. [Reserved] 23 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 33 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 33 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 33 Item 9A.

Controls and Procedures

Controls and Procedures 34 Item 9B. Other Information 34 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 34 PART III 35 Item 10. Directors, Executive Officers and Corporate Governance 35 Item 11.

Executive Compensation

Executive Compensation 37 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 40 Item 13. Certain Relationships and Related Transactions, and Director Independence 41 Item 14. Principal Accountant Fees and Services 41 PART IV 42 Item 15. Exhibits, Financial Statement Schedules 42 Item 16. Form 10-K Summary 42 i

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This report contains forward-looking cases, you can identify forward-looking statements by terms such as "may," "will," "should," "could," "would," "expects," "plans," "anticipates," "believes," "estimates," "projects," "forecasts," "predicts," "potential," or the negative of those terms, and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives, expectations and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to known and unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Actual results may differ materially from those anticipated or implied in the forward-looking statements. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. You should also consider carefully the statements under Item 1A. Risk Factors appearing in this report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements. Such risks and uncertainties include: our ability to successfully execute our business strategies, including the acquisition of other businesses to grow our company and integration of recent and future acquisitions; changes in aggregate capital spending, cyclicality and other economic conditions, and domestic and international demand

BUSINESS

ITEM 1. BUSINESS Business Overview HWN, Inc., (d/b/a High Wire Network Solutions, Inc.) ("HWN") was incorporated in Delaware on January 20, 2017. HWN is a global provider of managed cybersecurity, managed networks, and tech enabled professional services delivered exclusively through a channel sales model. Our Overwatch managed security platform-as-a-service offers organizations end-to-end protection for networks, data, endpoints and users via multiyear recurring revenue contracts in this fast-growing technology segment. HWN has continuously operated under the High Wire Networks brand for 23 years. HWN and JTM Electrical Contractors, Inc. ("JTM"), an Illinois Corporation, entered into an operating agreement through which High Wire owned 50% of JTM. On February 15, 2022, HWN sold its 50% interest in JTM. On June 16, 2021, we completed a merger with Spectrum Global Solutions, Inc. On January 7, 2022, Spectrum Global Solutions, Inc. legally changed its name to High Wire Networks, Inc. ("High Wire"). The merger was accounted for as a reverse merger. At the time of the reverse merger, High Wire's subsidiaries included ADEX Corporation, ADEX Puerto Rico LLC, ADEX Canada, ADEX Towers, Inc. and ADEX Telecom, Inc. (collectively "ADEX" or the "ADEX Entities"), AW Solutions Puerto Rico, LLC ("AWS PR"), and Tropical Communications, Inc. ("Tropical"). For accounting purposes, HWN is the surviving entity. On March 6, 2023, HWN divested the ADEX Entities. On July 31, 2023, HWN paused the operations of its AWS PR subsidiary. On November 3, 2023, HWN paused the operations of its Tropical subsidiary. On November 4, 2021, we closed on the acquisition of Secure Voice Corp ("SVC"). The closing of the acquisition was facilitated by a senior secured promissory note which has been repaid. On August 4, 2023, we formed a new entity – incorporated as Overwatch Cyberlab, Inc. ("OCL") – which is 80% owned by our company and 20% owned by John Peterson. Our AWS PR and Tropical subsidiarie

View Full Filing

View this 10-K filing on SEC EDGAR