UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 10, 2025
| High Wire Networks, Inc. |
| (Exact name of Registrant as specified in its charter) |
| Nevada | 000-53461 | 81-5055489 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) |
30 North Lincoln Street
Batavia, Illinois 60510
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (952) 974-4000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | HWNI |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The Information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously reported, on January 13, 2025, High Wire Networks, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with the purchaser party thereto (the “ELOC Purchaser”) whereby the Company had the right, but not the obligation, to sell to the ELOC Purchaser, and the ELOC Purchaser was obligated to purchase, up to an aggregate of $10 million of newly issued shares of the Company’s common stock, par value $0.00001 per share. For a full description of the Purchase Agreement, please refer to the Company’s Current Report on Form 8-K and the exhibits attached thereto as filed on January 17, 2025.
On March 10, 2025, the Company and the ELOC Purchaser entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the Company and the ELOC Purchaser mutually terminated the Purchase Agreement, pursuant to Section 11.02 thereof, in the interest of minimizing dilution to the Company’s stockholders. The Company did not incur any early termination penalties in connection with the early termination of the Purchase Agreement.
Item 8.01. Other Events
On March 10, 2025, the Company issued a press release announcing the termination of the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Termination Agreement, dated as of March 10, 2025, by and among the Company and the ELOC Purchaser. | |
| 99.1 | Press Release, dated March 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 12, 2025
| HIGH WIRE NETWORKS, INC. | |||
| By: | /s/ Mark Porter | ||
| Name: | Mark Porter | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 10.1
TERMINATION AGREEMENT
This Termination Agreement, dated March 10, 2025 (the “Termination Agreement”), is made by and between HELENA GLOBAL INVESTMENT OPPORTUNITIES 1 LTD. (the “Investor”) and HIGH WIRE NETWORKS, INC., a Nevada corporation (the “Company”), and together with the Investor, collectively, the “Parties” and each a “Party”).
WHEREAS, the Parties have entered into a Purchase Agreement dated as of January 13, 2025 (the “Agreement”); and
WHEREAS, the Parties hereto desire to terminate the Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions. Capitalized terms used and not defined in this Termination Agreement have the respective meanings assigned to them in the Agreement.
2. Termination of the Agreement. Subject to the terms and conditions of this Termination Agreement, the Agreement is hereby terminated as of the date first written above (the “Termination Date”). From and after the Termination Date, the Agreement will be of no further force or effect, and the rights and obligations of each of the Parties thereunder shall terminate, and neither Party shall have any further rights or obligations thereunder, except for any rights and obligations of the Parties that are expressly designated thereunder to survive the termination of the Agreement.
3. Termination Payment. Upon the completion of the uplisting of the Company’s Common Stock, the Company shall pay to the Investor from the proceeds of the financing conducted in connection with such uplisting, $150,000, no later than three (3) Business days following such financing.
4. Miscellaneous.
(a) This Termination Agreement is governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflict of laws. The Parties further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Termination Agreement.
(b) This Termination Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(c) This Termination Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
(d) This Termination Agreement may be executed in any number of counterparts, and by facsimile, .pdf or other electronic method, each of which shall be effective upon delivery and thereafter shall be deemed to be an original, and all of which shall be taken to be one and the same instrument with the same effect as if each of the parties hereto had signed the same signature page.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Termination Agreement on the date first written above.
| COMPANY: | ||
| HIGH WIRE NETWORKS, INC. | ||
| By: | ||
| Name: | Mark Porter | |
| Title: | Chief Executive Officer | |
| INVESTOR: | ||
HELENA GLOBAL INVESTMENT OPPORTUNITIES 1 LTD. | ||
| By: | ||
| Name: | Jeremy Weech | |
| Title: | Managing Partner | |
Exhibit 99.1
High Wire Networks Cancels
$10 Million Equity Line of Credit (ELOC)
The Move Minimizes Dilution, and the ELOC is Not Expected to be Necessary Post-Listing
FOR IMMEDIATE RELEASE
BATAVIA, Ill., March 10, 2025 — High Wire Networks, Inc. (OTCQB: HWNI), a leader in managed services and technology solutions, announced the cancellation of its $10 million Equity Line of Credit (ELOC). The ELOC was part of a recent bridge financing package with a single investment fund.
Mark Porter, President and CEO of High Wire Networks, stated, “As we look at the needs of our business going forward and the timing of all contemplated events, we feel that the ELOC is not in the best interest of our shareholders, and we do not expect it would be necessary from now on. After a short discussion, it was deemed mutually beneficial to cancel the ELOC on good terms, as we are mindful of dilution. Though it was part of the package, we did not access the ELOC.”
With the cancellation of the $10 million ELOC, High Wire Networks continues to focus on maintaining a strong balance sheet and a capital structure that supports its long-term growth objectives. The company believes this decision will better position it to execute its strategic initiatives without unnecessarily diluting shareholder value.
“Looking forward, we are excited about the opportunities for High Wire Networks to capitalize on the growing demand for managed services and advanced technology solutions,” said Porter. “Our team remains dedicated to enhancing operational efficiencies, expanding our service offerings, and fostering innovation as we continue to build value for our shareholders.”
About High Wire Networks
High Wire Networks, Inc. (OTCQB: HWNI) is a fast-growing, award-winning global provider of managed cybersecurity. Through over 200 channel partners, it delivers trusted managed services for more than 1,100 managed security customers worldwide. End customers include Fortune 500 companies and many of the nation’s largest government agencies. The company’s 24/7 Security Operations Center is based in Chicago, Illinois.
High Wire was ranked by Frost & Sullivan as a Top 15 Managed Security Service Provider in the Americas for 2024. It was also named to CRN’s MSP 500 and Elite 150 lists of the nation’s top IT managed service providers for 2023 and 2024.
Learn more at HighWireNetworks.com. Follow the company on X, view its extensive video series on YouTube or connect on LinkedIn.
Forward-Looking Statements
The above news release contains forward-looking statements. The statements contained in this document that are not statements of historical fact, including but not limited to, statements identified by the use of terms such as “anticipate,” “appear,” “believe,” “could,” “estimate,” “expect,” “hope,” “indicate,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “project,” “seek,” “should,” “will,” “would,” and other variations or negative expressions of these terms, including statements related to expected market trends and the Company’s performance, are all “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. These statements are based on assumptions that management believes are reasonable based on currently available information, and include statements regarding the intent, belief or current expectations of the Company and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performances and are subject to a wide range of external factors, uncertainties, business risks, and other risks identified in filings made by the company with the Securities and Exchange Commission. Actual results may differ materially from those indicated by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based except as required by applicable law and regulations.
Media Contact:
Lori Aleman
Director of Marketing
Phone: O: 630-635-8477 C: 602-920-0902
Email: lori.aleman@highwirenetworks.com
Website: www.highwirenetworks.com