High Wire Networks Files S-1 for Potential Offering

TL;DR

HIGH WIRE NETWORKS (HWNI) FILED AN S-1 - POTENTIAL STOCK OFFERING ON DECK

AI Summary

High Wire Networks, Inc. filed an S-1 registration statement on January 30, 2025, for an unspecified offering. The company, formerly known as HWN, Inc., Spectrum Global Solutions, Inc., and Mantra Venture Group Ltd., is incorporated in Nevada and headquartered in Batavia, IL. The filing indicates a potential public offering of securities, though specific details on the amount or type of securities are not yet disclosed in this initial filing.

Why It Matters

This S-1 filing signals High Wire Networks' intention to raise capital through a public offering, which could significantly impact its growth and market position.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to go public or conduct a new offering, which inherently carries market and execution risks not yet fully detailed.

Key Numbers

• 333-284591 — SEC File Number (Identifies the specific registration statement with the SEC.)
• 25571240 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• HIGH WIRE NETWORKS, INC. (company) — Registrant
• HWN, INC. (company) — Former company name
• Spectrum Global Solutions, Inc. (company) — Former company name
• Mantra Venture Group Ltd. (company) — Former company name
• 30 North Lincoln Batavia, IL 60510 (location) — Principal executive offices address
• January 30, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.00001 — 0 shares of our common stock, par value $0.00001 per share (the "common stock") assuming
• $7.50 — n stock") assuming a per share price of $7.50. We currently expect the public offerin
• $7.00 — e public offering price will be between $7.00 and $9.00 per share. Our common stock
• $9.00 — ffering price will be between $7.00 and $9.00 per share. Our common stock is curren
• $0.0249 — ted sale price for our common stock was $0.0249 per share, before giving effect to the
• $5,545,300, b — ting discounts and commissions, will be $5,545,300, based on a public offering price of $7.50
• $222.66 Billion — ch, the Global Cybersecurity market was $222.66 Billion in 2023 and expected to grow at a CAGR
• $1.1 billion — 3, Ransomware payments reached a record $1.1 billion . Cyber risk is now something that ever
• $1.75 — Security spending is expected to exceed $1.75 trillion from 2021 to 2025 according to

Filing Documents

• ea0228761-s1_highwire.htm (S-1) — 4670KB
• ea022876101ex5-1_highwire.htm (EX-5.1) — 13KB
• ea022876101ex10-7_highwire.htm (EX-10.7) — 77KB
• ea022876101ex23-1_highwire.htm (EX-23.1) — 2KB
• ea022876101ex-fee_highwire.htm (EX-FILING FEES) — 21KB
• image_001.jpg (GRAPHIC) — 64KB
• image_002.jpg (GRAPHIC) — 151KB
• ex5-1_001.jpg (GRAPHIC) — 14KB
• 0001213900-25-008088.txt ( ) — 21864KB
• hwni-20240930.xsd (EX-101.SCH) — 158KB
• hwni-20240930_cal.xml (EX-101.CAL) — 108KB
• hwni-20240930_def.xml (EX-101.DEF) — 769KB
• hwni-20240930_lab.xml (EX-101.LAB) — 1244KB
• hwni-20240930_pre.xml (EX-101.PRE) — 821KB
• ea0228761-s1_highwire_htm.xml (XML) — 3292KB

Underwriting

Underwriting discounts and commissions (1) (1.07 ) $ (803,000 ) Proceeds before expenses, to us(2) $ 6.43 $ 4,822,000 (1) The underwriters will receive compensation in addition to the discounts and commissions. We have also agreed to issue warrants to the representative of the underwriters exercisable in the aggregate for up to such number of shares as is equal to 5% of the number of shares sold in this offering, at an exercise price equal to 100% of the public offering price (the "Representative's Warrants"), the amount above does not include offering expenses. We refer you to " Underwriting " beginning on page 78 for additional information regarding the underwriters' compensation. (2) The amount of offering proceeds to us presented in this table does not give effect to the exercise of (i) the over-allotment option issued to the underwriters or (ii) the Representative's Warrants. This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and purchase all of the shares of common stock offered by us under this prospectus if any such shares are taken. We have granted a 45-day option to the underwriters to purchase up to 112,500 additional shares of common stock, representing 15% of the shares of common stock sold in this offering, solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total proceeds to us, less underwriting discounts and commissions, will be $5,545,300, based on a public offering price of $7.50 per share. Delivery of the shares of common stock is expected to be made on or about , 2025. Joseph Gunnar & Co., LLC The date of this prospectus is , 2025. TABLE OF CONTENTS Page CAUTIONARY ii PROSPECTUS SUMMARY 1 RISK FACTORS 12 USE OF PROCEEDS 28 DIVIDENDS AND DIVIDEND POLICY 28 CAPITALIZATION 29

DILUTION

DILUTION 30 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 31

BUSINESS

BUSINESS 49 MANAGEMENT 57 EXECUTIVE COMPENSATION 61 PRINCIPAL STOCKHOLDERS 64 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 66 DESCRIPTION OF SECURITIES 68 SHARES ELIGIBLE FOR FUTURE SALE 72 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 73

UNDERWRITING

UNDERWRITING 78 LEGAL MATTERS 84 EXPERTS 84 WHERE YOU CAN FIND MORE INFORMATION 84 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 85 CONSOLIDATED

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. The information in this prospectus may only be accurate as of the date on the front of this prospectus regardless of the time of delivery of this prospectus or any sale of our securities. No person is authorized in connection with this prospectus to give any information or to make any representations about us, our common stock hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy our securities in any circumstance under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of our securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. For investors outside the United States : We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the jurisdiction of the United States who come into possession of this prospectus are required to inform themselves about, and to observe any restrictions relating to this offering and the distribution of this prospectus applicable to that jurisdiction. If required, we will provide you with, in addition to this prospectus, a prospectus supplement that will cont

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