{"url_path":"/sec/hwni/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1413891/0001683168-26-004501-index.html","accession_number":"0001683168-26-004501","cik":"0001413891","ticker":"HWNI","issuer_name":"HIGH WIRE NETWORKS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1413891/0001683168-26-004501-index.html","primary_entity_key":"0001413891","primary_entity_name":"HIGH WIRE NETWORKS, INC."},"word_count":496,"has_tables":true,"body_markdown":"** **\n\n \n\n****\n\n \n\n   \n\n \n\n**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\n**Securities Purchase Agreement**\n\n \n\nOn May 28, 2026, High Wire Networks, Inc., a Nevada\ncorporation (the “**Company**”), entered into a Securities Purchase Agreement (the “**Agreement**”) with GHS\nInvestments, LLC (the “**Purchaser**”). The Initial Closing (as defined below) occurred on June 1, 2026.\n\n \n\nPursuant to the Agreement, at the initial closing\n(the “**Initial Closing**”), the Company agreed to sell, and the Purchaser agreed to purchase, 34 shares of the Company’s\nSeries G Preferred Stock (the “**Preferred Stock**”) at a purchase price of $1,000 per share, for an aggregate subscription\namount of $34,000. In addition, at the Initial Closing, the Company issued to the Purchaser 12 shares of restricted Series G Preferred\nStock as an equity incentive (the “**Equity Incentive**”), for a total of 46 shares of Series G Preferred Stock issued at\nthe Initial Closing. Each share of Preferred Stock has a stated value of $1,200 per share and is convertible into shares of the Company’s\ncommon stock, in accordance with the terms of the Certificate of Designation of the Series G Preferred Stock.\n\n \n\nThe Agreement also provides for additional closings\n(each, an “**Additional Closing**”) pursuant to which the Company may sell, and the Purchaser may purchase, up to an additional\n70 shares of Preferred Stock at a price of $1,000 per share, upon mutual consent of the parties and satisfaction of applicable conditions,\nincluding that no Event of Default (as defined in the Agreement) has occurred or is continuing.\n\n \n\nThe Preferred Stock accrues dividends at a rate\nof 12% per annum on the stated value, payable quarterly, at the Company’s discretion, in cash or in additional shares of Preferred Stock.\nThe Company is obligated to redeem the Preferred Stock in accordance with the Certificate of Designation. Upon an Event of Default, all\noutstanding Preferred Stock becomes immediately due for redemption at an amount equal to 135% of the sum of the stated value, all accrued\nbut unpaid dividends, and all other amounts due under the Agreement and the Certificate of Designation, with dividends accruing on the\nredemption amount at the lesser of 15% per annum or the maximum legal rate.\n\nThe Agreement contains customary representations\nand warranties of the Company, including representations and warranties regarding the Company’s organization and qualification, authorization\nand enforceability of the Transaction Documents, absence of conflicts, capitalization, valid issuance of the Securities, compliance with\nlaw, material permits, intellectual property, insurance, SEC reporting obligations, and absence of material litigation.\n\n \n\nThe foregoing description of the Agreement does\nnot purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit\n10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The schedules and exhibits to the Agreement have been\nomitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted\nschedules and exhibits upon request by the U.S. Securities and Exchange Commission."}