---
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"
generated_at: "2026-05-15T18:37:06.348643+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# High Wire Networks acquires Thoth Aerospace via share exchange; 80% control to seller, new CEO

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 5.01, 5.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-26-001572
- JSON: https://secwatch.observer/filing/0001683168-26-001572.json
- Plain text: https://secwatch.observer/filing/0001683168-26-001572.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1413891/000168316826001572/0001683168-26-001572-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.