UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~April~~May 2922, 2025

High Wire Networks, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-53461		81-5055489
(Commission File Number)		(IRS Employer Identification No.)

30 North Lincoln Street

Batavia, IL 60510

(Address of Principal Executive Offices)

(952) 974-4000

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock HWNI OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

OnAs ~~April~~previously 30disclosed, ~~2025~~on September 25, 2023, High Wire Networks, Inc. (the “"Company”") ~~entered~~issued ~~into~~to a ~~Securities~~creditor ~~Purchase Agreement~~ (the “~~Purchase Agreement~~2023 Creditor”) ~~with~~ ana ~~institutional~~senior ~~investor~~subordinated secured convertible promissory note in the aggregate principal amount of $700,000 (the “~~Investor~~Note”). In ~~pursuant~~addition, toon ~~which~~January 13, 2025, the Company issued ~~250~~to ~~shares~~a ofcreditor a(the ~~newly~~“2025 ~~created~~Creditor,” ~~Series G~~and ~~Convertible~~together ~~Preferred~~with ~~Stock~~the (2023 Creditor, each a “~~Preferred~~Creditor” ~~Stock~~and collectively, the “Creditors”), ~~which~~a is20% ~~convertible~~Original ~~into~~Issue ~~common~~Discount ~~stock,~~Senior ~~par~~Secured ~~value~~Convertible Debenture, ~~$0.00001~~due ~~per~~April ~~share~~16, ~~of the~~2025 ~~Company~~ (~~“Common~~the ~~Stock~~“Debenture”), in the original principal balance of $1,200,000.

~~The~~On ~~material~~May ~~features~~22, of2025, the ~~Preferred~~Company ~~Stock,~~and aseach ~~set~~Creditor ~~forth~~entered ininto ~~the~~a ~~Certificate~~debt ofexchange ~~Designation~~agreement ~~for~~ (the ~~Preferred~~“Debt ~~Stock~~Exchange ~~(“COD~~Agreements”), whereby ~~include~~they ~~the~~agreed ~~following:~~to ~~(i)~~exchange ~~the Preferred Stock is convertible into shares of our common stock at~~ a ~~price~~portion ~~equal to 90%~~ of the ~~lowest~~remaining ~~traded price~~outstanding ofbalance ~~the~~under ~~Common Stock during~~ the ~~ten~~Note ~~(10)~~and ~~trading days immediately preceding any conversion; (ii) conversions are limited so that no conversion may be made to~~ the ~~extent that~~Debenture, ~~following a conversion~~respectively, ~~the~~for ~~beneficial~~shares ~~ownership~~ of ~~the Investor and its affiliates would~~a benewly ~~more~~created ~~than~~series ~~4.99%~~ of ~~our~~preferred ~~outstanding~~stock ~~shares~~designated ofas ~~common~~Series ~~stock;~~H ~~(iii)~~Convertible ~~the~~ Preferred Stock is(the ~~entitled~~“Series toH ~~receive~~Stock”), ~~dividends~~which ~~at an annual~~is ~~rate~~convertible ofinto ~~12%~~common onstock, ~~the~~par ~~stated~~ value ~~thereof,~~$0.00001 ~~payable~~per ~~quarterly in arrears~~share, inof ~~cash or by~~ the ~~issuance~~Company of(“Common ~~additional shares of Preferred~~ Stock~~; (iv~~”). onThe ~~the~~2023 ~~earlier~~Creditor exchanged $650,000 of the ~~(1)~~outstanding ~~90th~~balance ~~calendar~~under ~~day following~~ the ~~issuance~~Note ~~date~~for ~~and~~65 ~~(2)~~shares ~~the~~of ~~date~~Series ~~the~~H ~~Common~~ Stock isand ~~listed~~the ~~on a~~2025 ~~national~~Creditor exchange $950,000 ~~the~~of ~~Company has~~ the ~~obligation~~outstanding balance tounder ~~redeem~~ the ~~Preferred~~Debenture ~~Stock~~ for an95 ~~amount~~shares ~~equal to 110%~~ of ~~the~~Series ~~outstanding~~H ~~Stated Value of the Preferred~~ Stock,. ~~plus~~The ~~any~~remaining ~~accrued~~balance ~~but~~of ~~unpaid~~each ~~dividends,~~of ~~plus~~the ~~all~~Note ~~other~~and ~~amounts due to~~ the ~~Investor~~Debenture ~~pursuant~~shall ~~to the Certificate~~remain ofsubject ~~Designation;~~to ~~and (v)~~ the ~~Preferred~~terms ~~Stock~~thereof. ~~will~~The ~~vote~~Debt ~~together~~Exchange ~~with~~Agreement ~~our~~contains ~~common~~customary ~~stock~~representations, ~~on an as-converted basis on all matters submitted to a vote of our shareholders~~warranties, ~~but~~and ~~not~~covenants ~~in excess~~ of the 4Company.~~99% conversion limitation.~~

~~Under~~The ~~additional~~information ~~covenants~~ set forth in ~~the~~“Item ~~COD,~~5.03 ~~holders~~Amendments ofto ~~the~~Articles ~~Preferred Stock enjoy certain other rights, including: (i) upon the consummation~~ of anIncorporation ~~underwritten~~or ~~offering~~Bylaws; byChange ~~the Company resulting~~ in ~~net~~Fiscal ~~proceeds~~Year” ofrelating ~~at least $3,000,000, occurring prior~~ to ~~the one year anniversary~~ of the ~~issue~~Series ~~date,~~H ~~the~~Stock ~~Investor~~is ~~shall~~incorporated ~~have~~by ~~the~~reference ~~option~~herein toin ~~convert~~its ~~their~~entirety. ~~Preferred~~The ~~Stock,~~foregoing ~~along~~description ~~with any other preferred stock~~ of the ~~Company then~~Debt ~~held~~Exchange byAgreements ~~them,~~does not ~~into~~purport ~~the~~to ~~securities~~be ~~issued in such underwritten offering, at~~ a ~~35%~~complete ~~discount~~description toof the ~~public~~rights ~~offering~~and ~~price~~obligations atof ~~which~~ the ~~securities~~ inparties ~~such~~thereunder ~~offering~~and ~~are~~is ~~issued;~~qualified ~~(ii)~~in ~~the~~its ~~Investor~~entirety ~~has~~by ~~the right~~ reference to ~~have~~ the ~~conversion~~full ~~price~~text ~~adjusted downward to match the conversion price~~ of ~~any~~such ~~newly-issued~~agreements, ~~variable price convertible security with~~ a ~~conversion~~copy ~~price~~of ~~more favorable than that set forth in~~ the ~~COD;~~form ~~(iii) Investor has the right to participate in up to 20%~~ of ~~any~~which ~~future~~is ~~financings~~attached wehereto ~~may~~as ~~conduct~~Exhibit 10.1.

~~The Company~~Item relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder in connection with the issuance and sale of the Preferred Stock and Conversion Shares3. ~~The~~02 ~~offer~~Unregistered ~~and~~Sales ~~sale~~ of ~~the~~Equity ~~Preferred Stock and Conversion Shares have not been registered under the~~ Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act, and in each case in compliance with applicable state securities laws.

The ~~foregoing~~information ~~description~~set offorth ~~the~~in ~~SPA~~“Item ~~and~~1.01 Entry into a Material Definitive Agreement” relating to the ~~COD~~issuance isof ~~not~~Series ~~complete~~H ~~and~~Stock pursuant to the Debt Exchange Agreements is ~~qualified~~incorporated by reference herein in its entirety. byThe ~~reference~~Company toissued the ~~full~~Series ~~text~~H ofStock ~~those documents,~~in ~~copies~~reliance on the exemption from registration provided by Section 3(a)(9) of ~~which~~the ~~are~~Securities ~~filed~~Act of 1933, as ~~Exhibits~~amended to(the ~~this~~“Securities Act”). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates ~~incorporated~~evidencing bysuch ~~reference~~shares ~~herein~~contain a legend stating the same.

Item 35.~~02.~~03 ~~Unregistered~~Amendments ~~Sales~~to Articles of ~~Equity~~Incorporation ~~Securities.~~or Bylaws; Change in Fiscal Year

~~The~~On ~~information~~May ~~set~~22, ~~forth~~2025, the Company filed a Certificate of Designation for the Series H Stock with the Secretary of State of the State of Nevada (the “Certificate of Designation”). The following is only a summary of the Certificate of Designation, and is qualified in its ~~Item~~entirety 1by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.011 ~~above~~to this Current Report on Form 8-K and is incorporated ~~herein~~ by reference herein.

~~Item~~Designation, Amount, 5and Par Value.03 The ~~Amendments~~number toof ~~Articles~~shares of ~~Incorporation~~Series orH ~~Bylaws~~Stock designated is 200. The shares of Series H Stock have a par value of $0.00001 per share and a stated value of $10,000 per share.

Voting, Dividend and Other Rights. Except as otherwise provided in the Certificate of Designation, or as required by law, the Series H Stock is entitled to vote together with the shares of Common Stock, and any other series of preferred stock then outstanding that have voting rights, and except as provided in Section 3 of the Certificate of Designation, not as a separate class, at any annual or special meeting of stockholders of the Company, with respect to any question or matter upon which the holders of Common Stock have the right to vote, such that the voting power of each share of Series H Stock is equal to the voting power of the shares of Common Stock that each such share of Series H Stock would be convertible as of the record date for determining stockholders entitled to vote on such matter. The ~~information~~Series H Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company and may ~~set~~act ~~forth~~by written consent in ~~Item~~the 1same manner as the holders of Common Stock of the Company.01 ~~above~~Each share of Series H Stock is ~~incorporated~~entitled ~~herein~~to byreceive cumulative ~~reference~~dividends of $1,000 per share of Series H Stock per quarter, payable quarterly in arrears in cash, beginning on September 1, 2025, then on the first business day of each subsequent fiscal quarter, and ending on the date that such share of Series H Stock has been converted or redeemed.

~~Item 9.01. Financial Statements and Exhibits.~~1

Preference of Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, subject to the rights of any series of preferred stock that may from time to time come into existence, the holders of Series H Stock shall (di) ~~Exhibits~~first be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the stated value for each share of Series H Stock and any accrued and unpaid dividends owing in respect thereof before any distribution or payment shall be made to the holders of any other securities of the Company and (ii) then be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of Common Stock would receive if the Series H Stock were fully converted (disregarding for such purposes any conversion limitations under the Certificate of Designation) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock.

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated as of April 29, 2025.
10.2		Certificate of Designations of Preferences, Rights and Limitations of Series G Convertible Preferred Stock
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Conversion. Following the one year anniversary of the date of issuance, all or a portion of the Series H Stock may be converted into Common Stock determined by dividing the stated value of such share of Series H Stock, plus any accrued and unpaid dividends thereon, by $1.00. The conversion price, and the rate at which shares of Series H Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided in the Certificate of Designation. Upon the consummation of any financing by the Company occurring while any Series H Stock remains outstanding, the holder of a share of Series H Stock shall have the option to convert any of their outstanding Series H at a value equal to 200% of the stated value and any accrued and unpaid dividends owing thereon, into the securities issued as part of such financing.

1Redemption. Upon ten business days’ notice, the Company shall have the option to redeem the Series H Stock for an amount equal to 100% of the outstanding stated value of the Series H Stock, plus any accrued but unpaid dividends. The redemption price required to be paid by the Company to each holder of Series H Stock is to be paid in the cash on the date of redemption specified by the Company in its redemption notice. A holder of Series H Stock may convert some or all of its shares of Series H Stock until the date it receives in full the redemption price.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

Dated: May 5, 2025

Exhibit No.		Description
3.1		Certificate of Designation, Preferences, and Other Rights of Series H Convertible Preferred Stock, as filed with the Secretary of State of the State of Nevada
10.1		Form of Debt Exchange Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~High Wire Networks, Inc. By: /s/ Mark W. Porter Name: Mark W. Porter Title: Chief Executive Officer~~2

2SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 22, 2025

	High Wire Networks, Inc.

	By:	/s/ Mark W. Porter
	Name:	Mark W. Porter
	Title:	Chief Executive Officer

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