Every 8-K that High Wire Networks Inc. (HWNI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HWNI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HWNI filings page.
High Wire Networks, Inc. disclosed that, after consultation with its independent auditor, previously issued unaudited condensed consolidated financial statements for the quarters ended March 31, June 30, and September 30, 2025 should no longer be relied upon. During the year-end audit process, the company identified errors related primarily to not recording defaults on certain loans payable, which caused an understatement of the current portion of loans payable and omitted a related non-operating loss on settlement of debt of $1,376,890, increasing total other expense and net loss.
Management concluded these errors are material and will restate the affected interim periods by filing amended Forms 10-Q/A, with further detail to be provided in Note 18, “Restatement of Previously Issued Condensed Consolidated Financial Statements.” In connection with this, the company determined that its disclosure controls and procedures were not effective as of each affected period due to a material weakness in internal control over financial reporting relating to monitoring debt obligations and compliance with financing agreements. High Wire Networks has begun remediation, including enhanced monitoring of debt agreements, strengthened review procedures over debt, and increased senior management oversight. The board and the auditor agreed that non-reliance on the affected financial statements is appropriate.
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. 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. 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.
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.