Current Report · Items 1.01, 1.02, 8.01, 9.01 · 8-K
High Wire Networks, Inc.
HWNIOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Other Events
Item 1.02 Termination of a Material Definitive Agreement. As previously reported, on January 13, 2025, High Wire Networks, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with the purchaser party thereto (the “ELOC Purchaser”) whereby the Company had the right, but not the obligation, to sell to the ELOC Purchaser, and the ELOC Purchaser was obligated to purchase,…
Filed Mar 13, 2025Accepted Mar 12, 2025, 3:02 PM EDTCIK 1413891Accession 0001213900-25-023343
Company context
High Wire Networks, Inc. (OTCQB: HWNI) is a fast-growing, award-winning global provider of managed cybersecurity. Through over 200 channel partners, it delivers trusted managed services for more than 1,100 managed security customers worldwide. End customers include Fortune 500 companies and many of the nation’s largest government agencies. The company’s 24/7 Security Operations Center is based in Chicago, Illinois.
Current securities
Disclosure sections
Items 1.01, 1.02, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.02Item 1.02 - Termination of Material Agreement
Item
1.02 Termination of a Material Definitive Agreement.
As
previously reported, on January 13, 2025, High Wire Networks, Inc. (the “Company”) entered into a Purchase Agreement (the
“Purchase Agreement”) with the purchaser party thereto (the “ELOC Purchaser”) whereby the Company had the right,
but not the obligation, to sell to the ELOC Purchaser, and the ELOC Purchaser was obligated to purchase, up to an aggregate of $10 million
of newly issued shares of the Company’s common stock, par value $0.00001 per share. For a full description of the Purchase Agreement,
please refer to the Company’s Current Report on Form 8-K and the exhibits attached thereto as filed on January 17, 2025.
On
March 10, 2025, the Company and the ELOC Purchaser entered into a Termination Agreement (the “Termination Agreement”) pursuant
to which the Company and the ELOC Purchaser mutually terminated the Purchase Agreement, pursuant to Section 11.02 thereof, in the interest
of minimizing dilution to the Company’s stockholders. The Company did not incur any early termination penalties in connection with
the early termination of the Purchase Agreement.
Item 8.01.
Other Events
On
March 10, 2025, the Company issued a press release announcing the termination of the Purchase Agreement. A copy of the press release
is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit Description
No.
────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
10.1 Termination Agreement, dated as of March 10, 2025, by and among the Company and the ELOC Purchaser.
99.1 Press Release, dated March 10, 2025
104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
Item 8.01Item 8.01 - Other Events
Item 8.01.
Other Events
On
March 10, 2025, the Company issued a press release announcing the termination of the Purchase Agreement. A copy of the press release
is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit Description
No.
────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
10.1 Termination Agreement, dated as of March 10, 2025, by and among the Company and the ELOC Purchaser.
99.1 Press Release, dated March 10, 2025
104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
Filed exhibits (1)
EX-99.1 (by filename) ea023411001ex99-1_high.htmEX-99.1
3
ea023411001ex99-1_high.htm
PRESS RELEASE, DATED MARCH 10, 2025
Exhibit 99.1
High Wire Networks Cancels
$10 Million Equity Line of Credit (ELOC) The Move Minimizes Dilution, and the ELOC is Not Expected to be Necessary Post-Listing
FOR IMMEDIATE RELEASE
BATAVIA, Ill., March 10, 2025 - High Wire Networks, Inc. (OTCQB:
HWNI), a leader in managed services and technology solutions, announced the cancellation of its $10 million Equity Line of Credit
(ELOC). The ELOC was part of a recent bridge financing package with a single investment fund.
Mark Porter, President and CEO of High Wire Networks, stated, “As
we look at the needs of our business going forward and the timing of all contemplated events, we feel that the ELOC is not in the best
interest of our shareholders, and we do not expect it would be necessary from now on. After a short discussion, it was deemed mutually
beneficial to cancel the ELOC on good terms, as we are mindful of dilution. Though it was part of the package, we did not access the ELOC.”
With the cancellation of the $10 million ELOC, High Wire Networks continues
to focus on maintaining a strong balance sheet and a capital structure that supports it…
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