[8-K] HIGH WIRE NETWORKS, INC. Reports Material Event

Rhea-AI Filing Summary

High Wire Networks (HWNI) filed an 8-K detailing a strategic shift. The company entered into a non-binding LOI on September 25, 2025 to acquire 100% of Elevation Aerospace Inc. via an equity exchange, with Thoth Aerospace’s management and employees to continue post-closing. The LOI provides a 30‑day exclusive negotiation period (extendable), requires financial statements sufficient to comply with Item 9.01, includes confidentiality and exclusivity terms, and a 1% break-up fee, and remains subject to due diligence, final board approval, a definitive agreement, and customary closing conditions.

On August 13, 2025, High Wire completed the sale of substantially all operating assets of its Managed Security Services and Voice Network divisions to subsidiaries of Tego Cyber Inc. In connection with the sale, senior secured lender Helena Global Investment Opportunities 1 Ltd. released its security interests in the conveyed assets in exchange for $300,000 stated value of Tego Cyber Series A Preferred Stock and retained its perfected security interest in remaining assets until the $150,000 balance is repaid.

Leadership changes: Stephen LaMarche (director) resigned July 9, 2025; Curtis E. Smith (CFO) resigned July 11, 2025; and Peter Kruse (director) resigned effective July 9, 2025. No disputes were reported.

Insights

Equity capital markets analyst

Neutral: administrative steps with strategic repositioning signals.

The filing lists three items: a non-binding LOI for an equity-based acquisition, an asset sale of two divisions, and leadership departures. The LOI outlines exclusivity, a 1% break-up fee, and post-closing management continuity, but it is conditioned on due diligence, board approval, and a definitive agreement.

The asset sale closed on August 13, 2025. As consideration tied to lender consent, Helena accepted Tego Cyber preferred equity with stated value of $300,000 and kept a security interest until a remaining $150,000 is repaid. The filing does not specify cash proceeds or operating impacts; actual effects depend on subsequent disclosures.

Governance changes include a CFO resignation on July 11, 2025 and two director resignations around July 9, 2025. The company reports no disagreements. Future filings may clarify acquisition status and balance sheet effects.

false 0001413891 0001413891 2025-07-09 2025-07-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 9, 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)		(IRS Employer Identification ID No.)

30 North Lincoln Street

Batavia, IL 60510

(Address of principal executive offices)

(952) 974-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐ 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: None.

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

On September 25, 2025, the Company entered into a non-binding Letter of Intent (“LOI”) with Thoth Aerospace Inc., a New York corporation, and its sole shareholder.

The LOI contemplates that High Wire Networks, Inc. would acquire 100% ownership of Elevation Aerospace Inc. in a transaction to be structured as an equity exchange. Key terms include: continuation of Thoth Aerospace’s management and employees post-closing, delivery of audited or unaudited financial statements sufficient to comply with Item 9.01 of Form 8-K, an exclusive negotiation period of 30 days (extendable by mutual agreement), and binding provisions relating to exclusivity, confidentiality, and a 1% break-up fee in case of breach. The transaction remains subject to due diligence, final board approval, execution of a definitive acquisition agreement, and customary closing conditions.

Item 2.01 – Completion of Acquisition or Disposition of Assets

On August 13, 2025, the Company and its subsidiaries completed the sale of substantially all operating assets of its Managed Security Services and Voice Network divisions to wholly-owned subsidiaries of Tego Cyber Inc. (OTCQB: TGCB).

● OW Cyber LLC, a subsidiary of Tego Cyber, acquired substantially all assets of High Wire Networks, Inc. related to the managed cybersecurity business for total consideration of 750,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $3.0 million) and assumption of certain liabilities.

● Secure Voice LLC, a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp., High Wire’s wholesale voice network subsidiary, for total consideration of 250,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $1.0 million) and assumption of certain liabilities.

In connection with the transactions, Helena Global Investment Opportunities 1 Ltd. (“Helena”), the Company’s senior secured lender, provided a limited release of its security interests in the assets conveyed to OW Cyber and Secure Voice in exchange for $300,000 stated value of Tego Cyber’s Series A Preferred Stock as partial satisfaction of High Wire’s secured debt obligations. Helena’s correspondence dated August 15, 2025 confirmed its consent to the transactions and retention of its perfected security interest in all remaining assets of High Wire and its subsidiaries until the remaining balance of $150,000 is repaid in full.

Item 5.02 – Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 9, 2025, Stephen LaMarche resigned from the Company’s Board of Directors. On July 11, 2025, Curtis E. Smith resigned as Chief Financial Officer of the Company. On July 17, 2025, Peter Kruse resigned from the Board of Directors, effective July 9, 2025. No disputes or disagreements with management, operations, policies, or practices of the Company were reported by the resigning directors or officer.

1

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Asset Purchase Agreement between High Wire Networks, Inc. and OW Cyber LLC dated August 13, 2025
10.2		Asset Purchase Agreement between Secure Voice Corp. and Secure Voice LLC dated August 13, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

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.

HIGH WIRE NETWORKS, INC.
By:	/s/ Mark W. Porter
	Mark W. Porter Chief Executive Officer Date: October 14, 2025

3

FAQ

What acquisition step did High Wire Networks (HWNI) disclose?

A non-binding LOI on September 25, 2025 to acquire 100% of Elevation Aerospace Inc. via an equity exchange, subject to due diligence and approvals.

What are key LOI terms for HWNI’s proposed deal?

A 30-day exclusivity (extendable), continuation of Thoth Aerospace’s management and employees, Item 9.01-compliant financials, confidentiality, and a 1% break-up fee.

What assets did HWNI sell and to whom?

On August 13, 2025, HWNI sold substantially all operating assets of its Managed Security Services and Voice Network divisions to subsidiaries of Tego Cyber Inc.

How did the Helena lender arrangement change?

Helena released security interests in conveyed assets in exchange for $300,000 stated value of Tego Cyber Series A Preferred Stock and retained a lien until $150,000 is repaid.

Which HWNI leaders resigned and when?

Director Stephen LaMarche (July 9, 2025), CFO Curtis E. Smith (July 11, 2025), and Director Peter Kruse (effective July 9, 2025); no disputes were reported.

Does the 8-K include audited financial results?

No. It references financial statements sufficient for Item 9.01 in connection with the LOI but does not present earnings data.