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): March 6, 2023
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
On March 6, 2023, High Wire Networks, Inc. (the “Company”) entered into a stock purchase agreement (the “Agreement”), by and among ADEX Corporation, ADEX Canada LTD., ADEX Puerto Rico, LLC and ADEXCOMM, and ADEX Acquisition Corp., pursuant to which the Company sold to ADEX Acquisition Corp. its legacy staffing business in a transaction valued at approximately $11.5 million, comprised primarily of the elimination of approximately $10 million of debt, representing monthly debt payments of approximately $325,000, and the cancellation of 140 shares of the Company’s Series D preferred equity. The sale of ADEX Corporation closed simultaneously with the signing of the Agreement.
The divestiture of the legacy staffing business is expected to allow the Company to focus its attention and resources on its cybersecurity and technology enablement business, which have been generating strong growth and providing attractive market opportunities with the Company’s unique channel partner program.
The foregoing description of the Agreement is qualified in its entirety by the Agreement, the form of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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: March 10, 2023
| | High Wire Networks, Inc. |
| | | |
| | By: | /s/ Mark W. Porter |
| | Name: | Mark W. Porter |
| | Title: | Chief Executive Officer |
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