High Wire Networks (HWNI) notifies SEC of late Q1 2026 10-Q filing

Rhea-AI Filing Summary

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.

Insights

Compliance Counsel

NT 10-Q notes a short filing delay and a prior-year 10-K omission.

The notification states the company could not file its Form 10-Q for the quarter ended March 31, 2026 within the prescribed time because compilation, dissemination and review imposed timing constraints. It commits to filing within five calendar days after the original due date.

Regulatory implications depend on subsequent filings; timely submission within the stated cure period typically preserves reporting status. Subsequent periodic reports and the outstanding Form 10-K for the year ended December 31, 2025 are items to watch in follow-up filings.

Key Figures

Quarter end: March 31, 2026 Cure period commitment: 5 days Signature date: May 15, 2026 +1 more

4 metrics

Quarter end March 31, 2026 Form 10-Q reporting period

Cure period commitment 5 days will file Form 10-Q no later than five calendar days after original due date

Signature date May 15, 2026 12b-25 signed by Dennis O’Leary

Outstanding filing Form 10-K for year ended December 31, 2025 identified as not filed in the 12b-25

Key Terms

Form 12b-25, Form 10-Q, Rule 12b-25(b), Transition Report

4 terms

Form 12b-25 regulatory

"submitted Notification of Late Filing to report a delayed 10-Q"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-Q regulatory

"Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

Rule 12b-25(b) regulatory

"seeks relief pursuant to Rule 12b-25(b) due to undue hardship and expense"

Transition Report regulatory

"Transition Report on Form 10-K / Form 20-F / Form 11-K / Form 10-Q"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☐	Form 10-K	☐	Form 20-F	☐	Form 11-K
	☒	Form 10-Q	☐	Form 10-D	☐	Form N-CEN	☐	Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _______________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

High Wire Networks, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

3 Columbus Circle, Floor 15

Address of Principal Executive Office (Street and Number)

New York, New York 100119

City, State, Zip Code

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject ☐ quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

High Wire Networks, Inc. (the “Registrant”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Form 10-Q”). The compilation, dissemination and review of the information required to be presented in the Form 10-Q for the relevant quarter has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such annual report no later than 5 days after its original due date.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Dennis O’Leary, Chief Executive Office		(800)		434-1012
(Name)		(Area Code)		(Telephone No.)

(2)	Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
	☐ Yes ☒ No
	If answer is no, identify report(s). Annual Report on Form 10-K for the year ended December 31, 2025
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

_______________________________________________________________________________________

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High Wire Networks, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 15, 2026	By:	/s/ Dennis O’Leary
	Name:	Dennis O’Leary
	Title:	Chief Executive Office

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FAQ

Why did HWNI file a Form 12b-25 for the quarter ended March 31, 2026?

The company states that compilation, dissemination and review of the Form 10-Q data created time constraints. It describes those constraints as causing undue hardship and expense and so filed Form 12b-25 to notify the SEC of the late 10-Q.

When will High Wire Networks file the late Form 10-Q (HWNI)?

The registrant undertakes to file the Form 10-Q no later than five calendar days after the original due date. The notification signed shows the company’s formal commitment to that cure period in the 12b-25 filing.

Does the Form 12b-25 indicate any missing prior filings for HWNI?

Yes. The form states the Annual Report on Form 10-K for the year ended December 31, 2025 has not been filed. The 12b-25 does not quantify timing for that Form 10-K beyond noting its absence.

Who signed the late-filing notification for HWNI and when?

The notification is signed by Dennis O’Leary, Chief Executive Officer, and dated May 15, 2026. The signature appears on the Form 12b-25 submitted to notify the SEC of the late 10-Q.

Will filing Form 12b-25 protect HWNI from SEC action?

Filing Form 12b-25 formally notifies the SEC of a late periodic report and the company’s intent to cure within the specified period. It does not guarantee regulatory outcomes; subsequent filings and disclosures determine any enforcement or cure status.