HIGH WIRE NETWORKS, INC. 8-K

What Happened

• High Wire Networks, Inc. announced on May 28, 2026 (Initial Closing June 1, 2026) that it entered into a Securities Purchase Agreement with GHS Investments, LLC. At the Initial Closing the company sold 34 shares of its Series G Preferred Stock for $1,000 per share (aggregate $34,000) and issued 12 restricted Series G Preferred shares as an equity incentive — 46 Series G shares issued in total.

Key Details

• Purchase price at Initial Closing: 34 shares × $1,000 = $34,000; 12 additional restricted shares issued as an equity incentive (total 46 shares issued).
• Each Series G Preferred share has a stated value of $1,200 and is convertible into common stock under the Certificate of Designation.
• The Agreement allows up to 70 additional Preferred shares to be sold in future Additional Closings (at $1,000/share) upon mutual consent and satisfaction of conditions.
• Dividends accrue at 12% per annum on the stated value, payable quarterly at the company’s discretion (cash or additional Preferred shares). Upon an Event of Default, Preferred becomes redeemable immediately at 135% of stated value plus accrued amounts, with redemption dividends accruing at up to 15% per annum.

Why It Matters

• This is a financing transaction that provides near-term capital ($34,000 initially) and the option to raise more if both parties agree. The issued Series G shares carry dividend and redemption features that create potential cash or equity obligations for the company.
• The Preferred is convertible into common stock, so these securities can lead to dilution of existing common shareholders if converted. The Company disclosed the sales as unregistered equity issuances (Item 3.02), meaning they were issued under an exemption from registration.
• Investors should note the stated value exceeds the purchase price ($1,200 stated vs. $1,000 paid), the fixed dividend rate (12%), and the strong redemption remedy on default (135%), all of which affect the company’s rights and obligations tied to this financing.