High Wire Networks (HWNI) sells Series G preferred with 12% dividend
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Initial Series G shares sold: 34 shares
Initial cash raised: $34,000
Equity incentive shares: 12 shares
+5 more
8 metrics
Initial Series G shares sold
34 shares
Sold at $1,000 per share at Initial Closing
Initial cash raised
$34,000
Aggregate subscription amount from 34 Series G shares
Equity incentive shares
12 shares
Restricted Series G Preferred issued as equity incentive
Total Series G issued at closing
46 shares
Sum of purchased and equity incentive shares at Initial Closing
Additional Series G capacity
Up to 70 shares
Maximum additional shares available in future closings
Stated value per share
$1,200 per share
Series G Preferred stated value for dividends and redemption
Dividend rate
12% per annum
Annual dividend on stated value, payable quarterly
Default redemption premium
135% of stated value plus amounts due
Redemption amount upon an Event of Default
Key Terms
Securities Purchase Agreement, Series G Preferred Stock, Equity Incentive, Event of Default, +2 more
6 terms
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “Agreement”) with GHS Investments"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Series G Preferred Stock financial
"34 shares of the Company’s Series G Preferred Stock (the “Preferred Stock”)"
Series G preferred stock is a specific class of preferred shares identified by the letter G that carries priority rights over common stock, typically around dividend payments and how proceeds are distributed if a company is sold or liquidated. Think of it like a reserved lane in a parking garage: holders get priority access to payouts and sometimes fixed dividends or the option to convert into common shares, so its exact financial impact depends on the contract terms and matters to investors because it affects potential returns, risk and ownership dilution.
Equity Incentive financial
"issued to the Purchaser 12 shares of restricted Series G Preferred Stock as an equity incentive"
Equity incentive is a form of pay that gives employees or executives a stake in the company through stock or the right to buy stock, often granted with conditions that spread out over time. It matters to investors because it aligns workers’ interests with shareholders—encouraging growth and retention—but can also affect share count and profits when new shares are issued, similar to giving team members a slice of the company pie that can grow or dilute others’ slices.
Event of Default financial
"including that no Event of Default (as defined in the Agreement) has occurred"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
Certificate of Designation financial
"in accordance with the terms of the Certificate of Designation of the Series G Preferred Stock"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
accredited investor financial
"The Purchaser represented that it is an “accredited investor” as defined in Rule 501(a)"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
FAQ
What financing did High Wire Networks (HWNI) enter into with GHS Investments?
High Wire Networks entered a Securities Purchase Agreement with GHS Investments for Series G Preferred Stock. The company initially sold 34 shares for $1,000 each and granted 12 additional restricted shares as an equity incentive, providing a small private capital infusion.
How much capital did High Wire Networks (HWNI) raise in the initial Series G closing?
High Wire Networks raised $34,000 by selling 34 Series G Preferred shares at $1,000 each. It also issued 12 additional restricted Series G shares as an equity incentive, bringing total Series G shares issued at the initial closing to 46.
What are the key terms of HWNI’s Series G Preferred Stock issued to GHS?
Each Series G Preferred share has a stated value of $1,200, is convertible into common stock, and carries a 12% annual dividend on the stated value. Dividends are payable quarterly, at the company’s discretion, in cash or additional preferred shares.
Can High Wire Networks (HWNI) issue more Series G Preferred Stock under this agreement?
Yes. The agreement allows additional closings where the company may sell up to 70 more Series G Preferred shares at $1,000 per share. These additional purchases require mutual consent and satisfaction of conditions, including that no Event of Default is continuing.
What happens to HWNI’s Series G Preferred Stock if an Event of Default occurs?
If an Event of Default occurs, all outstanding Series G Preferred Stock becomes immediately redeemable at 135% of stated value plus accrued dividends and other amounts. Dividends then accrue on the redemption amount at up to 15% per year or the maximum legal rate.
How was the HWNI Series G Preferred Stock offering structured under securities laws?
The Series G Preferred shares and equity incentive were issued as a private offering relying on Section 4(a)(2) and Rule 506 of Regulation D. GHS Investments represented accredited investor status and acquired the securities for its own account, not for distribution.