HIGH WIRE NETWORKS, INC. 8-K

What Happened
High Wire Networks, Inc. announced on March 3, 2026 that it completed a securities exchange agreement to acquire all issued and outstanding securities of Thoth Aerospace, Inc. At closing the company issued 16,597,353 shares of its common stock to Thoth’s sole shareholder (Dennis O’Leary), representing 80% of High Wire on a fully diluted basis. Concurrently, Mark W. Porter (the company’s sole officer and director) sold 1,000 shares of the company’s Series B Preferred Stock to the Selling Shareholder for $1.00 and entered a Global Settlement and Mutual Release.

Key Details

• Closing date: March 3, 2026; acquisition completed under a Securities Exchange Agreement.
• Shares issued: 16,597,353 common shares to Thoth’s sole shareholder, equaling 80% of the company on a fully diluted basis.
• Settlement with former officer: $150,000 total owed to Mark W. Porter, payable in installments equal to 5% of gross proceeds from each draw under any post-closing registered equity line, until paid in full; all promissory notes held by Porter were cancelled.
• Control change: the issuance resulted in a new majority holder (change in control); the filing also reports departure/election matters tied to the transaction.

Why It Matters
This transaction is a material corporate change: a single counterparty now holds 80% of the company on a fully diluted basis, which can affect control, corporate strategy and future governance. Existing shareholders experienced substantial dilution from the share issuance. The settlement with the former officer eliminates certain outstanding claims and promissory notes but creates a contingent cash obligation tied to future equity line draws (5% of gross proceeds per draw) until $150,000 is paid. Investors should monitor future disclosures about new management and strategy, any registrations related to the issued shares, and details of any post-closing equity financing that will trigger settlement payments.