8-K - High Wire Networks, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

High Wire Networks, Inc. completed the acquisition of Thoth Aerospace Inc. on March 3, 2026, by issuing 16,597,353 shares of Common Stock to Dennis O’Leary, representing 80% of the Company’s issued and outstanding capital stock on a fully diluted basis, resulting in a change of control. Mark W. Porter resigned as sole officer and director, and Dennis O’Leary was appointed CEO and director.

Key Takeaways

1Issued 16,597,353 shares of Common Stock to Dennis O’Leary for all securities of Thoth Aerospace Inc. on March 3, 2026

2Shares represent 80% of issued and outstanding capital stock on fully diluted basis post-Closing

3Dennis O’Leary, Thoth’s sole shareholder, now controls 80% of Company and holds 1,000 shares of Series B Preferred Stock

4Mark W. Porter resigned from all officer and director positions effective March 3, 2026

5Dennis O’Leary appointed Chief Executive Officer and director effective March 3, 2026

6Company to pay Mark W. Porter $150,000 settlement via 5% of post-Closing ELOC proceeds

Current Report Details

Event Type

Asset Acquisition

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

above. There are no transactions between Mr. O’Leary and the Company that would be reportable under Item 404(a) of Regulation S-K. Item 9.01 – Financial Stateme

Material Agreement

2.01

Completion of Acquisition or Disposition of Assets. On March 3, 2026, the Company completed the acquisition of all of the issued and outstanding securities of T

Asset Acquisition

3.02

Unregistered Sales of Equity Securities. The information set forth in Item 1.01 and Item 2.01 above regarding the issuance of 16,597,353 shares of Common Stock

Securities Issuance

5.01

Changes in Control of Registrant. On March 3, 2026, as a result of the issuance of 16,597,353 shares of Common Stock to the Selling Shareholder pursuant to the

Corporate Governance

5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (a) Departure

Management Change

Executive & Director Changes

Mark W. Porter

Sole officer and director

Resigned

Effective: 2026-03-03

In connection with the transactions

Dennis M. O’Leary

Chief Executive Officer and director

Appointed

Effective: 2026-03-03

N/A

Transaction Details

Acquisition / Disposition

Target: Thoth Aerospace Inc. (all issued and outstanding securities)
Consideration: 16,597,353 shares of Common Stock
Structure: Securities exchange

•Closed March 3, 2026

Material Agreement

Agreement: Securities Exchange Agreement
Parties: High Wire Networks, Inc., Thoth Aerospace Inc., Dennis O’Leary, Mark W. Porter

•Transfer of all Thoth securities for 16,597,353 shares of Common Stock (80% fully diluted ownership)
•Sale of 1,000 shares of Series B Preferred Stock from Mark W. Porter to Dennis O’Leary for $1.00
•Customary representations, warranties, and covenants including ordinary course operations and anti-dilution protections
•Closing conditions including DTC eligibility, no material adverse effect, and Global Settlement Agreement

Exhibits (3)

2.1

SECURITIES EXCHANGE AGREEMENT

8-K

CURRENT REPORT

99.1

GLOBAL SETTLEMENT AND MUTUAL RELEASE AGREEMENT