Dennis O’Leary takes voting control of High Wire Networks (HWNI) after share exchange

Rhea-AI Filing Summary

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.

Insights

Equity ownership & control analyst

Filing confirms Dennis O’Leary’s economic and voting control of High Wire Networks.

Dennis M. O’Leary now owns 16,597,353 common shares, equal to 80% of High Wire’s common stock on a fully diluted basis immediately after the March 3, 2026 closing. He also holds 1,000 Series B Preferred shares, providing 51% of total voting power.

This structure means O’Leary controls more than 80% of overall voting power, effectively determining stockholder approvals and board composition. The transaction occurred via a Securities Exchange Agreement where High Wire acquired Thoth Aerospace Inc. in exchange for newly issued common shares.

Following the closing on March 3, 2026, all prior officers and directors resigned, and O’Leary became the sole executive officer and a director. Future company direction, capital decisions, and governance outcomes will largely reflect his strategic choices under this control framework.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

High Wire Networks, Inc.

(Name of Issuer)

Common Shares, par value $0.00001 per share, Series B Preferred Stock

(Title of Class of Securities)

Brian Higley, Esq.
14888 Auburn Sky Drive,
Draper, UT, 84020
801-634-1984

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

O'Leary Dennis M

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,597,353.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,597,353.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,597,353.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

80 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

For Items 7, 9 and 11: Common stock only (excludes 1,000 shares of Series B Preferred Stock which are entitled to vote 51% of the outstanding votes)

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value $0.00001 per share, Series B Preferred Stock
(b)	Name of Issuer: High Wire Networks, Inc.
(c)	Address of Issuer's Principal Executive Offices: 30 N LINCOLN ST., BATAVIA, ILLINOIS , 60510.
Item 2.	Identity and Background
(a)	The person filing this Schedule 13D is Dennis M. O'Leary (the "Reporting Person"). The Reporting Person is the Chief Executive Officer and a Director of the Issuer.
(b)	The Reporting Person's business address is: 3 Columbus Circle, Floor 15, New York, NY 10019.
(c)	The Reporting Person is a serial entrepreneur with significant international experience having founded Sulu Electric Power and Light Corp (Philippines), a firm with expertise in utility scale power generation and solar energy. In 2010, the Reporting Person co-founded DarkPulse Technologies Inc., a wholly-owned subsidiary of DarkPulse, Inc., which is developing specialized devices that monitor activities along national borders and provide structural health and safety monitoring of oil and gas pipelines. The Reporting Person currently serves as Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer of DarkPulse, Inc., a position he has held since April 2018. The Reporting Person is an Ambassador for the Province of New Brunswick, Canada, and a Research Member of the NATO Science and Technology Organization. He has served as a member of the Board at Arizona State University's School of Engineering, Global Resolve as Chair of the Impact Committee. His previous employment includes the NYPD where he worked as a member of the Manhattan North Tactical Narcotics Team. He was a member of a joint taskforce working with the DEA and USINS in the execution of warrants related to narcotics trafficking. While at the NYPD, he was assigned to the Department of Justice as a member of the FBI's investigative team with internal designation C14. He is a licensed private pilot with turbine experience.
(d)	During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	The 16,597,353 Common Shares beneficially owned by the Reporting Person were received in exchange for the transfer of all of the issued and outstanding securities of Thoth Aerospace Inc., a New York corporation ("Thoth"), of which the Reporting Person is the sole shareholder, to the Issuer pursuant to a Securities Exchange Agreement dated effective as of March 3, 2026 (the "Securities Exchange Agreement"). The 1,000 Preferred Shares beneficially owned by the Reporting Person were purchased from Mark W. Porter for $1.00 at the closing of the transactions contemplated by the Securities Exchange Agreement.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the Common Shares and Preferred Shares reported herein in connection with a change of control transaction pursuant to which Thoth became a wholly-owned subsidiary of the Issuer. The Reporting Person may acquire additional shares of Common Shares or Preferred Shares from time to time, in open market purchase, negotiated transactions or otherwise, and may sell any or all of such Common Shares or Preferred Shares from time to time. As a director and executive officer of the Issuer, the Reporting Person may also receive grants of equity securities from time to time under the Issuer's stock incentive plans. The Reporting Person does not, in such capacity, have present plans or proposals that relate to or would result in any of the following (although the Reporting Person reserves the right to develop such plans or proposals or any other plans relating to the Issuer and to take action with respect thereto): (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's certificate of incorporation, bylaws, or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person directly owns (i) 16,597,353 Common Shares of the Issuer, constituting beneficial ownership of 80% of the Issuer's Common Shares on a fully diluted basis immediately after the closing of the transactions contemplated by the Securities Exchange Agreement on March 3, 2026, and (ii) 1,000 Preferred Shares, constituting all of the issued and outstanding Series B Preferred Stock of the Issuer.
(b)	The holders of shares of Series B Preferred Stock vote together with the shares of Common Stock such that the aggregate voting power of the Series B Preferred Stock is equal to 51% of the total voting power of the Issuer. As a result, the Reporting Person beneficially owns securities representing an aggregate of more than 80% of the total voting power of the Issuer.
(c)	The Reporting Person has sole voting and dispositive power with respect to the indicated Common Shares and Preferred Shares. The Reporting Person has not effected any transactions in the Common Shares or Preferred Shares during the past 60 days, except as described in this Schedule 13D.
(d)	No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On March 3, 2026, the Issuer entered into a Securities Exchange Agreement (the "Securities Exchange Agreement") with Thoth, the Reporting Person (as the sole shareholder of Thoth), and Mark W. Porter, the Issuer's sole officer and director immediately prior to the closing and a holder of shares of the Issuer's Series B Preferred Stock. A copy of the Securities Exchange Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. Pursuant to the Securities Exchange Agreement, at the closing on March 3, 2026 (the "Closing"), the Reporting Person transferred all of the issued and outstanding securities of Thoth to the Issuer in exchange for the issuance by the Issuer of 16,597,353 Common Shares, representing 80% of the issued and outstanding capital stock of the Issuer on a fully diluted basis immediately after the Closing. The number of Common Shares issued to the Reporting Person was calculated pursuant to the following formula: Shares = (Target Percentage (multiply) Total Outstanding Shares) (division) (1 - Target Percentage), where Target Percentage equals 80% and Total Outstanding Shares means all issued and outstanding shares of Common Stock plus all shares issuable upon exercise or conversion of options, warrants, convertible securities and other rights, whether or not then exercisable or vested, on a fully diluted basis immediately prior to the issuance of the shares to the Reporting Person. In addition, at the Closing, Mark W. Porter sold 1,000 Preferred Shares to the Reporting Person for $1.00. The 1,000 Preferred Shares constitute all of the Series B Preferred Stock of the Issuer issued and outstanding as of the Closing and provide voting control of the Issuer. At the Closing, the existing officers and directors of the Issuer resigned from all offices they held with the Issuer and from their positions as officers and directors of the Issuer, and the Reporting Person was appointed as a director and sole executive officer of the Issuer effective as of the Closing.
Item 7.	Material to be Filed as Exhibits.
	https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/highwire_ex0201.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

O'Leary Dennis M

Signature:	/s/ Dennis M. O'Leary
Name/Title:	Dennis M. O'Leary
Date:	03/09/2026

FAQ

What ownership stake does Dennis M. O’Leary report in High Wire Networks (HWNI)?

Dennis M. O’Leary reports owning 16,597,353 Common Shares, equal to 80% of High Wire’s common stock on a fully diluted basis immediately after March 3, 2026. This gives him a dominant economic interest in the company’s equity base.

How much voting control does Dennis M. O’Leary have over High Wire Networks (HWNI)?

O’Leary holds 1,000 Series B Preferred shares, which carry 51% of High Wire’s total voting power. Combined with his common shares, he beneficially owns securities representing more than 80% of the company’s total voting power, effectively controlling stockholder decisions.

What transaction led to Dennis M. O’Leary’s control of High Wire Networks (HWNI)?

Control resulted from a Securities Exchange Agreement dated March 3, 2026, where High Wire acquired Thoth Aerospace Inc.. O’Leary, as Thoth’s sole shareholder, exchanged all Thoth securities for 16,597,353 Common Shares, making Thoth a wholly owned subsidiary.

What happened to High Wire Networks’ prior management after this change of control?

At the March 3, 2026 closing, all existing officers and directors resigned from their positions. Dennis M. O’Leary was then appointed as a director and sole executive officer, consolidating both management and voting control in a single individual.

What securities of High Wire Networks (HWNI) does Dennis M. O’Leary directly own?

O’Leary directly owns 16,597,353 Common Shares and 1,000 Series B Preferred Shares. The common shares represent 80% of issued and outstanding capital stock on a fully diluted basis, while the preferred shares confer 51% of total voting power.

Can Dennis M. O’Leary buy or sell more High Wire Networks (HWNI) shares?

The filing states that O’Leary may acquire additional Common or Preferred Shares in open-market or negotiated transactions and may sell any or all of such shares over time, in addition to potential future equity grants as an executive and director.