{"schema_version":"secwatch.filing_event.v1","accession":"0001683168-26-001572","form_type":"8-K","ticker":"HWNI","cik":"0001413891","company_name":"HIGH WIRE NETWORKS, INC.","filed_at":"2026-03-06T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.028180+00:00","generated_at":"2026-05-15T18:37:06.348643+00:00","sec_items":["1.01","2.01","3.02","5.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"High Wire Networks acquires Thoth Aerospace via share exchange; 80% control to seller, new CEO","bullets":["Acquired Thoth via issuance of 16,597,353 shares (80% fully diluted); Thoth becomes wholly owned.","Dennis O'Leary appointed CEO and director; Mark Porter resigned all positions.","Porter settled $804,345 claimed amounts for $150,000, payable from 5% of future ELOC draws.","Change of control effective March 3, 2026; Selling Shareholder holds 80% common and 1,000 Series B preferred.","Shares issued as unregistered under Section 4(a)(2) of Securities Act."],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-001572","json":"https://secwatch.observer/filing/0001683168-26-001572.json","markdown":"https://secwatch.observer/filing/0001683168-26-001572.md","text":"https://secwatch.observer/filing/0001683168-26-001572.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/highwire_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T18:37:06.348643+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":"76dc3067548acb3fb8558db8bee7af10e3bd3a12","claim":"HIGH WIRE NETWORKS, INC. completed an acquisition involving Thoth Aerospace Inc. for 16,597,353 shares of common stock, representing 80% of the issued and outstanding capital stock of the Company on a fully diluted basis immediately after the Cl (closed 2026-03-03).","evidence_excerpt":"2026 (the “ Closing ”), the Selling Shareholder transferred all of the issued and outstanding securities of Thoth to the Company in exchange for the issuance by the Company of 16,597,353 shares of the Company’s common stock, par value $0.00001 per share (the “ Common Stock ”), representing 80% of the issued and outstanding capital stock of the Company on a fully","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-index.htm","confidence":0.95},{"claim_id":"0476ac69159c20aaa842993ea1ea3d65b0703bdf","claim":"HIGH WIRE NETWORKS, INC. entered into Global Settlement and Mutual Release Agreement with Thoth Aerospace Inc., Dennis O’Leary, Mark W. Porter valued at Aggregate settlement amount of $150,000 payable in installments equal to 5% of gross proceeds from e (effective 2026-03-03).","evidence_excerpt":"On March 3, 2026, in connection with the transactions contemplated by the Agreement, the Company, Thoth, the Selling Shareholder, and Mark W. Porter entered into a Global Settlement and Mutual Release Agreement (the “Settlement Agreement”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-index.htm","confidence":0.95},{"claim_id":"56cbc6432de8cdeb6de9aa5879a08516c3417dc4","claim":"HIGH WIRE NETWORKS, INC. entered into Securities Exchange Agreement with Thoth Aerospace Inc. valued at Issuance of 16,597,353 shares of common stock (80% of fully diluted shares) in exchange for all Thot (effective 2026-03-03).","evidence_excerpt":"On March 3, 2026, High Wire Networks, Inc., a Nevada corporation (the “ Company ”), entered into a Securities Exchange Agreement (the “ Agreement ”) with Thoth Aerospace Inc., a New York corporation (“ Thoth ”), Dennis O’Leary, the sole shareholder of Thoth (the “ Selling Shareholder ”), and Mark W. Porter, the Company’s sole officer and director and a holder of shares of the Company’s Series B Preferred Stock.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-index.htm","confidence":0.95}],"comparable_filings":[{"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, material_agreement","same SEC item: 1.01, 2.01, 5.01, 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":"2026 (the “ Closing ”), the Selling Shareholder transferred all of the issued and outstanding securities of Thoth to\nthe Company in exchange for the issuance by the Company of 16,597,353 shares of the Company’s common stock, par value $0.00001 per share\n(the “ Common Stock ”), representing 80% of the issued and outstanding capital stock of the Company on a fully","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-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, 3.02, 5.01, 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":"2026 (the “ Closing ”), the Selling Shareholder transferred all of the issued and outstanding securities of Thoth to\nthe Company in exchange for the issuance by the Company of 16,597,353 shares of the Company’s common stock, par value $0.00001 per share\n(the “ Common Stock ”), representing 80% of the issued and outstanding capital stock of the Company on a fully","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-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, material_agreement","same SEC item: 1.01, 2.01, 3.02, 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":"2026 (the “ Closing ”), the Selling Shareholder transferred all of the issued and outstanding securities of Thoth to\nthe Company in exchange for the issuance by the Company of 16,597,353 shares of the Company’s common stock, par value $0.00001 per share\n(the “ Common Stock ”), representing 80% of the issued and outstanding capital stock of the Company on a fully","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-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":"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, 3.02, 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":"2026 (the “ Closing ”), the Selling Shareholder transferred all of the issued and outstanding securities of Thoth to\nthe Company in exchange for the issuance by the Company of 16,597,353 shares of the Company’s common stock, par value $0.00001 per share\n(the “ Common Stock ”), representing 80% of the issued and outstanding capital stock of the Company on a fully","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-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":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"2026 (the “ Closing ”), the Selling Shareholder transferred all of the issued and outstanding securities of Thoth to\nthe Company in exchange for the issuance by the Company of 16,597,353 shares of the Company’s common stock, par value $0.00001 per share\n(the “ Common Stock ”), representing 80% of the issued and outstanding capital stock of the Company on a fully","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-index.htm","comparable_excerpt":"This Current Report on Form 8-K is being filed in connection with the completion of the spin-off of New Enviri contemplated by the Separation Agreement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"2026 (the “ Closing ”), the Selling Shareholder transferred all of the issued and outstanding securities of Thoth to\nthe Company in exchange for the issuance by the Company of 16,597,353 shares of the Company’s common stock, par value $0.00001 per share\n(the “ Common Stock ”), representing 80% of the issued and outstanding capital stock of the Company on a fully","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"2026 (the “ Closing ”), the Selling Shareholder transferred all of the issued and outstanding securities of Thoth to\nthe Company in exchange for the issuance by the Company of 16,597,353 shares of the Company’s common stock, par value $0.00001 per share\n(the “ Common Stock ”), representing 80% of the issued and outstanding capital stock of the Company on a fully","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-index.htm","comparable_excerpt":"Mr. Owens, Ms. Owens and JAO, the “Sellers”),\nand Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration\nfor the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class\nA Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"2026 (the “ Closing ”), the Selling Shareholder transferred all of the issued and outstanding securities of Thoth to\nthe Company in exchange for the issuance by the Company of 16,597,353 shares of the Company’s common stock, par value $0.00001 per share\n(the “ Common Stock ”), representing 80% of the issued and outstanding capital stock of the Company on a fully","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}