{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-098778","form_type":"8-K","ticker":"HWNI","cik":"0001413891","company_name":"HIGH WIRE NETWORKS, INC.","filed_at":"2025-10-14T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.351662+00:00","generated_at":"2026-05-17T03:52:41.835564+00:00","sec_items":["1.01","9.01","2.01","5.02"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"High Wire Networks completes asset sales to Tego Cyber, enters LOI to acquire Thoth Aerospace unit","bullets":["Sold Managed Security Services assets to Tego Cyber's OW Cyber LLC for 750,000 Series B Preferred shares (stated value $3.0M).","Sold Secure Voice Corp. assets to Tego Cyber's Secure Voice LLC for 250,000 Series B Preferred shares (stated value $1.0M).","Senior lender Helena Global consented to sales, receiving $300K in Tego Cyber Series A Preferred as partial debt satisfaction; $150K balance remains.","Signed non-binding LOI to acquire 100% of Elevation Aerospace Inc. from Thoth Aerospace via equity exchange; 30-day exclusivity, 1% break-up fee.","Board members Stephen LaMarche and Peter Kruse resigned; CFO Curtis Smith resigned in July 2025."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-098778","json":"https://secwatch.observer/filing/0001213900-25-098778.json","markdown":"https://secwatch.observer/filing/0001213900-25-098778.md","text":"https://secwatch.observer/filing/0001213900-25-098778.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/0001213900-25-098778-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/ea0261164-8k_highwire.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud","generated_at":"2026-05-17T03:52:41.835564+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"62f5340e6347f72a95971b54ffa155c978ed9476","claim":"HIGH WIRE NETWORKS, INC. completed a disposition involving Tego Cyber Inc. for 250,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $1.0 million) and assumption of certain liabilities (closed 2025-08-13).","evidence_excerpt":"Secure Voice LLC, a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp., High Wire’s wholesale voice network subsidiary, for total consideration of 250,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $1.0 million) and assumption of certain liabilities.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/0001213900-25-098778-index.htm","confidence":0.95},{"claim_id":"cf3336bf81f492b9b2799437a2155d6f41cecab4","claim":"HIGH WIRE NETWORKS, INC. completed a disposition involving Tego Cyber Inc. for 750,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $3.0 million) and assumption of certain liabilities (closed 2025-08-13).","evidence_excerpt":"● OW Cyber LLC, a subsidiary of Tego Cyber, acquired substantially all assets of High Wire Networks, Inc. related to the managed cybersecurity business for total consideration of 750,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $3.0 million) and assumption of certain liabilities. ● Secure Voice LLC, a subsidiary of Tego Cyber, acquired","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/0001213900-25-098778-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Secure Voice LLC, a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp., High Wire’s wholesale voice network subsidiary, for total consideration of 250,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $1.0 million) and assumption of certain liabilities.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/0001213900-25-098778-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001104659-26-068519","ticker":"FDX","company_name":"FEDEX CORP","filed_at":"2026-06-01T10:42:52+00:00","headline":"FedEx completes spin-off of FedEx Freight; 80.1% distributed to FDX stockholders","event_type":"m_and_a","sec_items":["1.01","2.01","5.02","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068519","json":"https://secwatch.observer/filing/0001104659-26-068519.json","markdown":"https://secwatch.observer/filing/0001104659-26-068519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/tm2616055d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Secure Voice LLC, a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp., High Wire’s wholesale voice network subsidiary, for total consideration of 250,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $1.0 million) and assumption of certain liabilities.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/0001213900-25-098778-index.htm","comparable_excerpt":"Effective as of 12:01 a.m., Central Time, on June 1, 2026 (the “Effective Time”), the Company completed the Spin-Off through the distribution by FedEx of 80.1% of the outstanding shares of FedEx Freight common stock on a pro rata basis to the holders of FedEx common stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm"}},{"accession":"0001493152-26-025709","ticker":"NNE","company_name":"Nano Nuclear Energy Inc.","filed_at":"2026-05-29T10:30:26+00:00","headline":"Nano Nuclear acquires STS for up to $13M, adds nuclear logistics and $7.1M revenue","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-025709","json":"https://secwatch.observer/filing/0001493152-26-025709.json","markdown":"https://secwatch.observer/filing/0001493152-26-025709.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Secure Voice LLC, a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp., High Wire’s wholesale voice network subsidiary, for total consideration of 250,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $1.0 million) and assumption of certain liabilities.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/0001213900-25-098778-index.htm","comparable_excerpt":"“STS Acquisition”). The closing of the STS Acquisition occurred on May 22, 2026 (the “Closing Date”). Pursuant\nto the Purchase Agreement, the Buyer Parties agreed to pay up to $13.0 million in total consideration for STS, consisting of (i) approximately\n$6.0 million in cash (the “Closing Cash Consideration”), subject to adjustment under certain conditions within 180","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Secure Voice LLC, a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp., High Wire’s wholesale voice network subsidiary, for total consideration of 250,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $1.0 million) and assumption of certain liabilities.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/0001213900-25-098778-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Secure Voice LLC, a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp., High Wire’s wholesale voice network subsidiary, for total consideration of 250,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $1.0 million) and assumption of certain liabilities.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/0001213900-25-098778-index.htm","comparable_excerpt":"On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001493152-26-021767","ticker":"SHPH","company_name":"Shuttle Pharmaceuticals Holdings, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Shuttle Pharma completes merger with United Dogecoin, pivots to crypto, raises $9.55M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021767","json":"https://secwatch.observer/filing/0001493152-26-021767.json","markdown":"https://secwatch.observer/filing/0001493152-26-021767.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Secure Voice LLC, a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp., High Wire’s wholesale voice network subsidiary, for total consideration of 250,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $1.0 million) and assumption of certain liabilities.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/0001213900-25-098778-index.htm","comparable_excerpt":"On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm"}},{"accession":"0001493152-26-021330","ticker":"CHRN","company_name":"EKSO BIONICS HOLDINGS, INC.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ekso Bionics completes reverse merger with Applied Digital subsidiary; renames to ChronoScale Corp.","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","3.02","3.03","4.01","5.01","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021330","json":"https://secwatch.observer/filing/0001493152-26-021330.json","markdown":"https://secwatch.observer/filing/0001493152-26-021330.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/form8-ka.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Secure Voice LLC, a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp., High Wire’s wholesale voice network subsidiary, for total consideration of 250,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $1.0 million) and assumption of certain liabilities.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/0001213900-25-098778-index.htm","comparable_excerpt":"On May 5, 2026 (the “Closing Date”), Ekso Bionics Holdings, Inc., a Nevada corporation (“Ekso” or the “Company”), consummated the previously announced business combination transaction (the “Business Combination”) contemplated by that certain Contribution and Exchange Agreement","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm"}},{"accession":"0001140361-26-018716","ticker":"GYRE","company_name":"GYRE THERAPEUTICS, INC.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Gyre Therapeutics completes $300M all-stock acquisition of Cullgen; appoints Ying Luo as CEO","event_type":"m_and_a","sec_items":["2.01","5.03","1.01","3.02","3.03","5.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-018716","json":"https://secwatch.observer/filing/0001140361-26-018716.json","markdown":"https://secwatch.observer/filing/0001140361-26-018716.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/ef20072211_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Secure Voice LLC, a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp., High Wire’s wholesale voice network subsidiary, for total consideration of 250,000 shares of Tego Cyber’s Series B Preferred Stock (stated value $1.0 million) and assumption of certain liabilities.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000121390025098778/0001213900-25-098778-index.htm","comparable_excerpt":"Revenue Code of 1986, as\n amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at\n approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}