High Wire Networks Files 8-K: Agreements, Equity Sales, and Bylaw Changes

TL;DR

HWNI filed an 8-K detailing new debt, equity sales, and bylaw changes. Watch for impacts on share structure and financials.

AI Summary

High Wire Networks, Inc. entered into a material definitive agreement on January 13, 2025, related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. The filing details amendments to its articles of incorporation or bylaws and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and changes to shareholder rights, which could impact the company's financial structure and governance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and equity sales, which can introduce financial and operational risks.

Key Players & Entities

• HIGH WIRE NETWORKS, INC. (company) — Filer
• HWN, INC. (company) — Former Company Name
• Spectrum Global Solutions, Inc. (company) — Former Company Name
• Mantra Venture Group Ltd. (company) — Former Company Name

FAQ

Key Financial Figures

• $1,200,000 — has a principal amount of approximately $1,200,000 (the "Face Amount") and was sold for a
• $1,000,000 — ") and was sold for a purchase price of $1,000,000. The Company intends to use the proceed
• $0.00001 — f the Company's common stock, par value $0.00001 per share (the "Common Stock"), at a pr
• $0.01 — benture and subject to a floor price of $0.01 (or $1.00, on a reverse split adjusted
• $1 — d subject to a floor price of $0.01 (or $1.00, on a reverse split adjusted basis)
• $10 million — ated to purchase, up to an aggregate of $10 million of newly issued shares (the "ELOC Share
• $25,000 — pany will reimburse the Placement Agent $25,000 for certain fees and expenses incurred
• $0.0299 — in part at an initial exercise price of $0.0299 per Placement Warrant, and provide for
• $10,000 — Shares have a stated value per share of $10,000 (the "Stated Value"). The Company is au

Filing Documents

• ea0227727-8k_high.htm (8-K) — 52KB
• ea022772701ex3-1_high.htm (EX-3.1) — 75KB
• ea022772701ex4-1_high.htm (EX-4.1) — 168KB
• ea022772701ex4-2_high.htm (EX-4.2) — 103KB
• ea022772701ex10-1_high.htm (EX-10.1) — 233KB
• ea022772701ex10-2_high.htm (EX-10.2) — 176KB
• ea022772701ex10-3_high.htm (EX-10.3) — 69KB
• ea022772701ex10-4_high.htm (EX-10.4) — 202KB
• ea022772701ex10-5_high.htm (EX-10.5) — 65KB
• 0001213900-25-004346.txt ( ) — 1589KB
• hwni-20250113.xsd (EX-101.SCH) — 3KB
• hwni-20250113_lab.xml (EX-101.LAB) — 33KB
• hwni-20250113_pre.xml (EX-101.PRE) — 22KB
• ea0227727-8k_high_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Private Placement On January 13, 2025, High Wire Networks, Inc. (the "Company") entered into a Securities Purchase Agreement (the "SPA") with an institutional investor (the "Purchaser"), pursuant to which the Company sold to the Purchaser on January 16, 2024 (i) a 20% Original Issue Discount Senior Secured Convertible Debenture (the "Debenture") and (ii) shares of Series F Preferred Stock of the Company (the "Preferred Shares") (the "Offering"). The Debenture has a principal amount of approximately $1,200,000 (the "Face Amount") and was sold for a purchase price of $1,000,000. The Company intends to use the proceeds from the Offering for general working capital and growth purposes, including listing-related expenses for "going public" on a U.S. national securities exchange. The Debenture has a maturity date of April 16, 2025 (the "Maturity Date") and does not accrue interest. The Company, in its sole discretion, has the right to automatically extend the Maturity Date for an additional three-month period; provided, however, that immediately after the expiration of the original Maturity Date, all amounts due and payable on the Debenture shall be increased by 110% of the sum of (a) the outstanding principal amount at the expiration of the original Maturity Date, plus (b) accrued and unpaid interest thereon at the expiration of the original Maturity Date, plus (c) all other amounts, costs, expenses and liquidated damages due in respect of the Debenture at the expiration of the original Maturity Date. The Debenture is convertible into shares of the Company's common stock, par value $0.00001 per share (the "Common Stock"), at a price equal to 75% of the VWAP in the five trading days ending on the date of the delivery of the applicable conversion notice (the "Conversion Price"), (t

03 Creation of Direct Financial Obligation

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The applicable information regarding the Debenture set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03. 3

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The applicable information regarding the Debenture and the Preferred Shares set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Debenture, the Preferred Shares and the Underlying Shares were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") or Rule 506(b) promulgated thereunder. The securities were exempt from registration under Section 4(a)(2) of the Securities Act or Rule 506(b) because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction and manner of the offering. The Company did not undertake an offering in which it sold securities to a high number of investors. In addition, the Purchaser had the necessary investment intent as required by Section 4(a)(2) or Rule 506(b) since the Purchaser agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act or Rule 506(b) promulgated thereunder.

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. The applicable information regarding the Preferred Shares set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series F Preferred Stock of High Wire Networks, Inc. (the "COD") with the Secretary of State of the State of Nevada on January 13, 2025. The Preferred Shares have a stated value per share of $10,000 (the "Stated Value"). The Company is authorized to issue 120 Preferred Shares. The Preferred Shares are convertible, at the option of the holder thereof, at any time, into that number of shares of Common Stock (subject to any beneficial ownership limitation) determined by dividing the stated value of such Preferred Share by a price per share equal to the lower of (i) the closing price of the Common Stock on the trading day immediately preceding the initial issuance of the Debenture and (ii) the Valuation Cap Price (as defined in the Debenture). Holders of the Preferred Shares are not entitled to receive dividends. Holders of the Preferred Shares shall have the same voting rights as the holders of the Common Stock, and the Preferred Shares shall vote equally with the shares of Common Stock, and not as a separate class, at any annual or special meeting, upon the following basis: the Purchaser shall be entitled to cast such number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder's shares of Preferred Shares are convertible immediately after the close of business on the record date fixed for such meeting. The foregoing summary of the COD contains only a brief description of the material terms of the COD and such description is qualified in its entirety by reference to the full text of the COD, a form of which is filed herewith as Exhibit 3.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 3.1 Form of Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock 4.1 Form of 20% Original Issue Discount Senior Secured Convertible Debenture 4.2 Form of Placement Warrant 10.1# Form of Securities Purchase Agreement, dated January 13, 2025 10.2# Form of Security Agreement, dated January 13, 2025 10.3 Form of Guaranty, dated January 13, 2025 10.4 Form of ELOC Purchase Agreement, dated January 13, 2025 10.5 Form of Placement Agent Agreement, dated January 13, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). # Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HIGH WIRE NETWORKS, INC. Date: January 17, 2025 By: /s/ Mark Porter Mark Porter Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR