Welcome to our dedicated page for High Wire Networks SEC filings (Ticker: HWNI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
High Wire Networks, Inc. filings document a Nevada operating company’s material events, governance actions, capital structure and periodic reporting obligations. Recent 8-K disclosures cover material agreements, including a securities exchange agreement involving Thoth Aerospace Inc.; shareholder action by written consent; voting-control disclosures; and capital-stock matters involving common stock and Series B Preferred Stock.
The company’s filing record also includes a Form 12b-25 notification related to a late Form 10-K for the fiscal year ended December 31, 2025. Other recurring disclosure categories include operating and financial results, shareholder voting matters, material agreements, governance matters and capital-structure reporting.
High Wire Networks, Inc. entered into a Securities Purchase Agreement with GHS Investments, LLC for a private financing using Series G Preferred Stock. At the initial closing, the company sold 34 shares of Series G Preferred at $1,000 per share, raising $34,000, and issued 12 additional restricted Series G shares as an equity incentive, for a total of 46 shares issued.
The agreement permits additional closings for up to 70 more Series G Preferred shares at $1,000 per share by mutual consent. Each share has a stated value of $1,200, pays a 12% annual dividend on that stated value in cash or additional preferred shares, and is convertible into common stock under a Certificate of Designation. On an Event of Default, all outstanding preferred becomes immediately redeemable at 135% of stated value plus accrued amounts, with default interest up to 15% per year.
High Wire Networks, Inc. is submitting a Form 12b-25 notification for its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, stating that preparation, dissemination and review of the required information made timely filing impracticable without undue hardship and expense. The registrant undertakes to file the Form 10-Q no later than five days after its original due date. The notification is signed by Dennis O’Leary on May 15, 2026. The form also indicates the Annual Report on Form 10-K for the year ended December 31, 2025 has not been filed.
High Wire Networks, Inc. filed a Form 12b-25 notifying the SEC that its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 could not be filed on time. The company states compilation and review created time constraints and intends to file the Form 10-K no later than 15 days after the original due date.
High Wire Networks, Inc. furnished a definitive Information Statement reporting that a stockholder holding the Company’s Series B Preferred (the Consenting Stockholder) delivered a written consent approving a change of the Company’s name to O’Leary Industries, Inc.
The Written Consent was dated March 17, 2026; the Information Statement was mailed on or about March 30, 2026, and the Articles Amendment to effect the Name Change will not be filed until on or after April 21, 2026, which is 20 calendar days after mailing. The Series B Preferred is structured to carry 51.00% of the total voting power; the consenting holder, Dennis M. O’Leary, is reported to control 88.96% of total voting power following a March 3, 2026 change-in-control transaction described in the statement.
High Wire Networks, Inc. reports that a majority stockholder has approved a corporate name change by written consent. Dennis O’Leary, holding 38,897,044 out of 43,724,884 total votes, or about 88.96% of voting power as of March 17, 2026, authorized changing the name to O’Leary Industries, Inc.. The change will only take effect after a Schedule 14C information statement is mailed and 20 days have passed, FINRA approves the related corporate action, and a Certificate of Amendment is filed with the Nevada Secretary of State.
High Wire Networks, Inc. is furnishing an information statement to report that a written consent dated March 17, 2026 by the holder of Series B Preferred stock approved a change of the company’s name to O’Leary Industries, Inc.
The Written Consent followed a change in control reported on March 3, 2026, when the company issued 16,597,353 shares to Dennis M. O’Leary and he acquired 1,000 shares of Series B Preferred, resulting in Mr. O’Leary holding 88.96% of total voting power. The Board approved the Name Change on March 12, 2026, and the action will become effective upon filing an amendment to the Articles of Incorporation after the required notice period and, for trading systems, subject to FINRA corporate action approval.
High Wire Networks, Inc. informs shareholders of a change in control effective March 3, 2026. Pursuant to a Securities Exchange Agreement, the company issued 16,597,353 shares of common stock to the selling shareholder in exchange for all issued and outstanding securities of Thoth Aerospace Inc., representing 80.0% of the Company on a fully diluted basis.
The seller acquired 1,000 shares of the Company’s Series B Preferred Stock for $1.00, resulting in voting control. Upon closing, Thoth became a wholly owned subsidiary, Dennis M. O'Leary was appointed Chief Executive Officer and sole director, and the former sole officer and director resigned. No shareholder vote is required in connection with this information statement.
High Wire Networks, Inc. (HWNI) discloses that Chief Executive Officer Dennis M. O’Leary now holds a controlling stake following a share exchange with Thoth Aerospace Inc.
O’Leary received 16,597,353 Common Shares, representing 80% of the company’s common stock on a fully diluted basis as of March 3, 2026. He also owns 1,000 shares of Series B Preferred Stock, which collectively carry 51% of the company’s total voting power. Together, these holdings give him beneficial ownership of more than 80% of High Wire’s overall voting power.
The shares were issued in exchange for all outstanding securities of Thoth, which became a wholly owned subsidiary. At closing, prior officers and directors resigned and O’Leary became the sole executive officer and a director, formalizing a full change in control of High Wire Networks.
HIGH WIRE NETWORKS, INC. filed an initial insider ownership report showing that Chief Executive Officer and director Dennis M. O'Leary is a more-than-10% owner of the company. Following the reported holdings, he directly owns 16,597,353 shares of the company’s common stock.
High Wire Networks, Inc. completed a change-of-control transaction by acquiring all shares of Thoth Aerospace Inc. in exchange for issuing 16,597,353 new common shares to Thoth’s sole shareholder, giving that holder 80% of the Company’s fully diluted equity immediately after closing.
Thoth became a wholly owned subsidiary, and former CEO Mark W. Porter sold 1,000 shares of Series B Preferred Stock to the new controlling shareholder for $1.00. Porter also resigned from all officer and director roles, and Thoth’s owner, Dennis M. O’Leary, age 62, was appointed CEO and director.
Separately, the Company and Porter entered into a Global Settlement and Mutual Release, fixing a $150,000 settlement to resolve approximately $804,345 of disputed related-party notes, accrued compensation, and other claimed amounts. The settlement will be paid in installments equal to 5% of gross proceeds from any future draws under a post-closing registered equity line of credit.