High Wire Networks, Inc 10-Q for FY2025 Q2
High Wire Networks, Inc. (HWNI)
About this 10-Q
High Wire Networks, Inc filed this 10-Q on October 14, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.26M
- up 16.5% from $1.94M a year earlier
- Net loss
- $1.9M
- compared with net income of $4.1M a year earlier
- Diluted EPS
- -$1.83
- compared with $3.77 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
Or
For the transition period from to
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| ☒ | Smaller reporting company | |||
| Emerging growth company |
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by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES
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Securities registered pursuant to Section 12(b) of the Act:
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APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Table of Contents
| PART I - FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39 |
| Item 4. | Controls and Procedures | 39 |
| PART II - OTHER INFORMATION | 40 | |
| Item 1. | Legal Proceedings | 40 |
| Item 1A. | Risk Factors | 40 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 40 |
| Item 3. | Defaults Upon Senior Securities | 40 |
| Item 4. | Mine Safety Disclosures | 40 |
| Item 5. | Other Information | 40 |
| Item 6. | Exhibits | 41 |
| SIGNATURES | 42 | |
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited interim condensed consolidated financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars, unless otherwise noted.
High Wire Networks, Inc.
1
High Wire Networks, Inc.
Condensed consolidated balance sheets
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowances of $ | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net of accumulated depreciation of $ | ||||||||
| Goodwill | ||||||||
| Intangible assets, net of accumulated amortization of $ | ||||||||
| Operating lease right-of-use assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Contract liabilities | ||||||||
| Current portion of loans payable to related parties | ||||||||
| Current portion of loans payable, net of debt discount of $ | ||||||||
| Current portion of convertible debentures, net of debt discount of $ | ||||||||
| Warrant liabilities | ||||||||
| Operating lease liabilities, current portion | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Loans payable, net of current portion | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 14) | ||||||||
| Stockholders’ deficit: | ||||||||
| Common stock; $ | ||||||||
| Series D preferred stock; $ | ||||||||
| Series E preferred stock; $ | ||||||||
| Series F preferred stock; $ | - | |||||||
| Series G preferred stock; $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)
2
High Wire Networks, Inc.
Condensed consolidated statements of operations
(Unaudited)
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Salaries and wages | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of debt discounts | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Warrant expense | ( | ) | ( | ) | ||||||||||||
| Gain on change in fair value of warrant liabilities | ( | ) | ||||||||||||||
| Loss on settlement of debt | ( | ) | ( | ) | ||||||||||||
| Exchange loss | ( | ) | ( | ) | ||||||||||||
| Gain on extinguishment of warrant liabilities | ||||||||||||||||
| Termination and penalty fee | ( | ) | ( | ) | ||||||||||||
| Total other (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss from continuing operations before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income from discontinued operations, net of tax | ||||||||||||||||
| Net loss attributable to High Wire Networks, Inc. common shareholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, basic: | ||||||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income from discontinued operations, net of taxes | $ | $ | $ | $ | ||||||||||||
| Net income (loss) per share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, diluted: | ||||||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) from discontinued operations, net of taxes | $ | $ | ||||||||||||||
| Net income (loss) per share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)
3
High Wire Networks, Inc.
Condensed consolidated statements of stockholder’s equity (deficit)
(Unaudited)
| Common stock | Series
D preferred stock | Series
E preferred stock | Series
F preferred stock | Series
G preferred stock | Series
H preferred stock | Additional paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | $ | Shares | $ | Shares | $ | Shares | $ | Shares | $ | Shares | $ | capital | deficit | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances, January 1, 2024 | $ | $ | | $ | | $ | $ | $ | $ | | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock and warrants upon issuance of debt | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance, March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income for the period | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance, June 30, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balances, January 1, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to equity line of credit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series F preferred stock and warrants in connection with debt | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance, March 31, 2025 | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with debt | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrant | - | - | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series G preferred stock | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance, March 31, 2025 | $ | $ | $ | $ | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||
(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)
4
High Wire Networks, Inc.
Condensed consolidated statements of cash flows
(Unaudited)
| For the six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| (As restated) | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||||||||
| Amortization of debt discounts | ||||||||
| Interest on convertible note | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Stock-based compensation related to stock options | ||||||||
| Gain on change in fair value of warrant liabilities | ( | ) | ( | ) | ||||
| Issuance of common stock pursuant to equity line of credit | ||||||||
| Warrant expense | ||||||||
| Penalty fee | ||||||||
| Loss on settlement of debt | ||||||||
| Gain on extinguishment of warrant liabilities | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Contract liabilities | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities of continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by operating activities of discontinued operations | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash received from sale of technology services business unit | ||||||||
| Purchase of fixed assets | ( | ) | ||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from loans payable to related parties | ||||||||
| Repayments of loans payable to related parties | ( | ) | ( | ) | ||||
| Proceeds from loans payable | ||||||||
| Repayments of loans payable | ( | ) | ( | ) | ||||
| Proceeds from convertible debentures | ||||||||
| Repayments of convertible debentures | ( | ) | ||||||
| Proceeds from factor financing | ||||||||
| Repayments of factor financing | ( | ) | ||||||
| Proceeds from issue of Series G preferred stock | ||||||||
| Net cash (used in) provided by financing activities of continuing operations | ( | ) | ||||||
| Net cash used in financing activities of discontinued operations | ||||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net change in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Original issue discounts on loans payable and convertible debentures | $ | $ | ||||||
| Issuance of Series E preferred stock in connection with debt | $ | $ | ||||||
| Issuance of common stock and warrants upon issuance of debt | $ | $ | ||||||
(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)
5
High Wire Networks, Inc.
Notes to the unaudited condensed consolidated financial statements
June 30, 2025
| 1. | Organization |
HWN,
Inc., (d/b/a High Wire Network Solutions, Inc.) (“HWN” or the “Company”) was incorporated in Delaware on
HWN
and JTM Electrical Contractors, Inc. (“JTM”), an Illinois Corporation, entered into an operating agreement through which
High Wire owned
On June 16, 2021, the Company completed a merger with Spectrum Global Solutions, Inc. On January 7, 2022, Spectrum Global Solutions, Inc. legally changed its name to High Wire Networks, Inc. (“High Wire” or, collectively with HWN, “the Company”). The merger was accounted for as a reverse merger. At the time of the reverse merger, High Wire’s subsidiaries included ADEX Corporation, ADEX Puerto Rico LLC, ADEX Canada, ADEX Towers, Inc. and ADEX Telecom, Inc. (collectively “ADEX” or the “ADEX Entities”), AW Solutions Puerto Rico, LLC (“AWS PR”), and Tropical Communications, Inc. (“Tropical”). For accounting purposes, HWN is the surviving entity.
High Wire was incorporated in the State of Nevada on January 22, 2007 to acquire and commercially exploit various new energy related technologies through licenses and purchases. On December 8, 2008, High Wire reincorporated in the province of British Columbia, Canada.
On November 4, 2021, the Company closed on its acquisition of Secure Voice Corp (“SVC”). The closing of the acquisition was facilitated by a senior secured promissory note.
On
February 15, 2022, HWN sold its
On March 6, 2023, HWN divested the ADEX Entities. The divestiture of the ADEX Entities qualified for discontinued operations treatment (refer to Note 17, Discontinued Operations, for additional detail).
On July 31, 2023, the Company paused the operations of its AWS PR subsidiary and sold off certain assets.
On
August 4, 2023, the Company formed a new entity – incorporated as Overwatch Cyberlab, Inc. (“OCL”) – which is
On November 3, 2023, the Company paused the operations of its Tropical subsidiary.
On June 27, 2024, HWN entered into an asset purchase agreement with INNO4 LLC (the “Buyer”) pursuant to which the Buyer agreed to purchase certain assets of HWN related to the Company’s technology services business unit (refer to Note 3, Recent Subsidiary Activity, for additional detail). The assets related to the technology services business unit qualified for discontinued operations treatment. Additionally, the asset purchase agreement includes a non-compete which precludes the Company from operating businesses similar to that of AWS PR and Tropical. As a result, both subsidiaries also now qualify for discontinued operations treatment. (refer to Note 17, Discontinued Operations, for additional detail).
The Company’s SVC subsidiary is a wholesale network services provider with network footprint and licenses in the Northeast and Southeast United States as well as Texas. This network carries VoIP and other traffic for other service providers.
6
| 2. | Significant Accounting Policies |
Condensed Financial Statements
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
Basis of Presentation/Principles of Consolidation
These
unaudited condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally
accepted in the United States. These unaudited condensed consolidated financial statements include the accounts of the Company as well
as High Wire and its subsidiaries, SVC and OCL. All subsidiaries are wholly-owned except for OCL where the Company holds
All inter-company balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
Accounts Receivable
Trade
accounts receivable are recorded at the invoiced amount and do not bear interest. The Company records unbilled receivables for services
performed but not billed. Management reviews a customer’s credit history before extending credit. The Company maintains an allowance
for doubtful accounts for estimated losses. Estimates of uncollectible amounts are reviewed each period, and changes are recorded in
the period in which they become known. Management analyzes the collectability of accounts receivable each period. This review considers
the aging of account balances, historical bad debt experience, and changes in customer creditworthiness, current economic trends, customer
payment activity and other relevant factors. Should any of these factors change, the estimate made by management may also change. The
allowance for doubtful accounts at June 30, 2025 and December 31, 2024 was $
7
Property and Equipment
Property
and equipment are stated at cost.
| Computers and office equipment | ||
| Vehicles | ||
| Leasehold improvements | ||
| Software | ||
| Machinery and equipment |
Goodwill
The Company has two reporting units, HWN and SVC, and tests its goodwill for impairment at least annually on December 31 and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company’s consolidated financial results.
During the six months ended June 30, 2025 and 2024, the Company evaluated whether events or circumstances indicated that it was more likely than not that the fair value of any reporting unit was below its carrying amount. This assessment was based on management’s estimates of future performance, industry conditions, and other relevant qualitative factors. Based on this evaluation, management identified certain indicators of potential impairment as of June 30, 2025; however, based on its evaluation, no goodwill impairment losses were recognized for the interim periods presented.
Intangible Assets
At
June 30, 2025 and December 31, 2024, definite-lived intangible assets consisted of tradenames and customer relationships which are being
amortized over their estimated useful lives of
The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. This assessment was based on management’s estimates of future performance, industry conditions, and other relevant qualitative factors. Based on this evaluation, management identified certain indicators of potential impairment as of June 30, 2025; however, based on its evaluation, the Company determined that the carrying amounts of its long-lived assets were recoverable. No impairment losses were recognized during the six months ended June 30, 2025 and 2024.
8
Long-lived Assets
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “Property, Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. There were no impairment charges during the six months ended June 30, 2025 and 2024.
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
The Company conducts business, and files federal and state income, franchise or net worth, tax returns in United States, in various states within the United States and the Commonwealth of Puerto Rico. The Company determines its filing obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2020 to 2024. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of the U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above.
Significant management judgment is required in determining the provision for income taxes, and in particular, any valuation allowance recorded against the Company’s deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods. The realization of these assets is dependent on generating future taxable income.
The Company follows the guidance set forth within ASC 740, “Income Taxes” which prescribes a two-step process for the financial statement recognition and measurement of income tax positions taken or expected to be taken in an income tax return. The first step evaluates an income tax position in order to determine whether it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position. The second step measures the benefit to be recognized in the financial statements for those income tax positions that meet the more likely than not recognition threshold. ASC 740 also provides guidance on de-recognition, classification, recognition and classification of interest and penalties, accounting in interim periods, disclosure and transition. Penalties and interest, if incurred, would be recorded as a component of current income tax expense.
Prior to 2021, the Company had elected to be treated as a Subchapter S Corporation for income tax purposes, and as such recognized no income tax liability or benefit.
9
Revenue Recognition
The Company recognizes revenue based on the five criteria for revenue recognition established under ASC 606, “Revenue from Contracts with Customers”: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied.
Contract Types
The Company’s contracts fall under two main types: 1) fixed-price and 2) time-and-materials. Fixed-price contracts are based on purchase order line items that are billed on individual invoices as the project progresses and milestones are reached. Time-and-materials contracts include employees working on an as needed basis at customer locations and materials costs incurred by those employees.
A significant portion of the Company’s revenues come from customers with whom the Company has a master service agreement (“MSA”). These MSA’s generally contain customer specific service requirements.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company’s different revenue service types, the performance obligation is satisfied at different times. For professional services revenue, the performance obligation is met when the work is performed. In certain cases, this may be each day or each week, depending on the customer. For construction services, the performance obligation is met when the work is completed and the customer has approved the work.
Revenue Service Types
The following is a description of the Company’s revenue service types:
| ● | Managed Services: The Managed Services Segment encompasses all of our recurring revenue businesses including our Overwatch Managed Cybersecurity, all network managed services, all managed services performed under a Statement of Work (SoW), and |
| ● | SVC, which is a wholesale network services provider with network footprint in the Northeast United States. This network carries VoIP and other traffic for other service providers revenue. |
Disaggregation of Revenues
The Company disaggregates its revenue by operating segment (refer to Note 15, Segment Disclosures, for additional information).
Contract Assets and Liabilities
Contract assets would include costs and services incurred on contracts with open performance obligations. These amounts would be included in contract assets on the unaudited condensed consolidated balance sheets. At June 30, 2025 and December 31, 2024, the Company did not have any contract assets.
Contract
liabilities include payment received for incomplete performance obligations and are included in contract liabilities on the unaudited
condensed consolidated balance sheets. At June 30, 2025 and December 31, 2024, contract liabilities totaled $
Cost of Revenues
Cost of revenues includes all direct costs of providing services under the Company’s contracts, including costs for direct labor provided by employees, services by independent subcontractors, operation of capital equipment, direct materials, insurance claims and other direct costs.
10
Research and Development Costs
Research and development costs are expensed as incurred.
Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the grant date fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718, at either the grant date fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Accounting Standards Update (“ASU”) 2018-07. In accordance with ASU 2016-09, the Company accounts for forfeitures as they occur.
The Company uses certain pricing models to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period, which is generally the vesting period.
(Loss) Income per Share
The Company computes (loss) income per share
in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings
per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing the (loss) income available to
common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS
gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the conversion of convertible debentures or preferred stock and the
exercise of stock options or warrants. Diluted EPS excludes dilutive potential shares if their effect is anti-dilutive. As of June
30, 2025 and December 31, 2024, respectively, the Company had
Leases
ASC 842, “Leases” requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Certain of the Company’s lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised.
The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months as of January 1, 2019. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, unamortized lease incentives provided by lessors, and restructuring liabilities, Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities.
11
Going Concern Assessment
Management assesses going concern uncertainty in the Company’s unaudited condensed consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the unaudited condensed consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period.
The
Company generated operating losses in the six months ended June 30, 2025 and 2024, and High Wire has historically generated operating
losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third-party
and related party debt to support cash flow from operations. As of and for the six months ended June 30, 2025, the Company had an operating
loss of $
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.
Management believes that based on relevant conditions and events that are known and reasonably knowable, its forecasts of operations for one year from the date of the filing of the unaudited condensed consolidated financial statements in the Company’s Quarterly Report on Form 10-Q indicate improved operations and the Company’s ability to continue operations as a going concern. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. These unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management requires additional funds over the next twelve months to fully implement its business plan. Management is currently seeking additional financing through the sale of equity and from borrowings from private lenders to cover its operating expenditures. There can be no certainty that these sources will provide the additional funds required for the next twelve months.
12
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company maintains its cash balances with high-credit-quality financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits may be withdrawn upon demand and therefore bear minimal risk. As of June 30, 2025 and December 31, 2024, there were cash balances in excess of provided insurance.
The
Company provides credit to customers on an uncollateralized basis after evaluating client creditworthiness. For the three and six months
ended June 30, 2025 and 2024, no customers accounted for 10% or more of consolidated revenues. As of June 30, 2025, no customers accounted
for 10% of trade accounts receivable. As of December 31, 2024, two customers accounted for
The Company’s customers are all located within the domestic United States of America
Fair Value Measurements
The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:
Level 1 – quoted prices for identical instruments in active markets;
Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Financial instruments consist principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and convertible debentures. Warrant liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the six months ended June 30, 2025 and 2024. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
The Company’s financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2025 and December 31, 2024 consisted of the following:
| Total fair value at June 30, 2025 | Quoted prices in active markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
| Description: | ||||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
| Total fair value at December 31, 2024 | Quoted prices in active markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
| Description: | ||||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Refer to Note 9, Warrant Liabilities, for additional information.
13
Warrant Liabilities
The
Company accounts for its liability-classified warrants in accordance with ASC 480, “Distinguishing Liabilities from Equity”
and all warrant liabilities are reflected as liabilities at fair value in the balance sheet. The Company uses estimates of fair value
to value its warrant liabilities. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction
between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable
market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are
used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit
spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different
valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and
may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework
associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above.
As of June 30, 2025 and December 31, 2024, respectively, the Company had warrant liabilities of $
Recent Accounting Pronouncements
Any new accounting pronouncements recently issued, but not yet effective, have been reviewed and determined to be not applicable or were related to technical amendments or codification. As a result, the adoption of such new accounting pronouncements, when effective, is not expected to have a material effect on the Company’s financial position or results of operations.
| 3. | Recent Subsidiary Activity |
HWN Asset Purchase Agreement
On
June 27, 2024, HWN entered into an asset purchase agreement with INNO4 LLC pursuant to which INNO4 LLC agreed to purchase certain assets
of HWN related to the Company’s technology services business unit, for a base purchase price equal to $
Upon
closing, (i) $
The Company considered whether or not this transaction would cause the sold assets to qualify for discontinued operations treatment. The Company determined that the sale of the assets qualifies for discontinued operations treatment in 2024 due to the size of their operations and because the sale represents a strategic shift (refer to Note 17, Discontinued Operations, for additional detail).
In
connection with the sale, the Company recorded a gain on sale of business unit of $
Additionally, the asset purchase agreement includes a non-compete which precludes the Company from operating businesses similar to that of AWS PR and Tropical. As a result, both subsidiaries also now qualify for discontinued operations treatment in 2025 and 2024 (refer to Note 17, Discontinued Operations, for additional detail). Additionally, the operations of AWS PR and Tropical are included within net income (loss) from discontinued operations, net of taxes on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2025 and 2024.
14
| 4. | Property and Equipment |
Property and equipment as of June 30, 2025 and December 31, 2024 consisted of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Computers and office equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Leasehold improvements | ||||||||
| Software | ||||||||
| Machinery and equipment | ||||||||
| Total | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Equipment, net | $ | $ | ||||||
During
the three months ended June 30, 2025 and 2024, the Company recorded depreciation expense of $
During
the six months ended June 30, 2025 and 2024, the Company recorded depreciation expense of $
| 5. | Goodwill and Intangible Assets |
As
of June 30, 2025 and December 31, 2024, the HWN reporting unit had goodwill of $
Intangible assets as of June 30, 2025 and December 31, 2024 consisted of the following:
| Cost | Accumulated Amortization | Net carrying value at June 30, 2025 | Net carrying value at December 31, 2024 | |||||||||||||
| Customer relationship and lists | $ | $ | ( | ) | $ | $ | ||||||||||
| Trade names | ( | ) | ||||||||||||||
| Total intangible assets | $ | $ | ( | ) | $ | $ | ||||||||||
During
the three months ended June 30, 2025 and 2024, the Company recorded amortization expense of $
During
the six months ended June 30, 2025 and 2024, the Company recorded amortization expense of $
The estimated future amortization expense for the next five years and thereafter is as follows:
| Year ending December 31, | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total | $ | |||
15
| 6. | Related Party Transactions |
Loans Payable to Related Parties
As of June 30, 2025 and December 31, 2024, the Company had outstanding the following loans payable to related parties:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Promissory note issued to Mark Porter, | $ | $ | ||||||
| Convertible promissory note issued to Mark Porter, | ||||||||
| Total | $ | $ | ||||||
| Less: Current portion of loans payable to related parties | ( | ) | ( | ) | ||||
| Loans payable to related parties, net of current portion | $ | $ | ||||||
Promissory
note, Mark Porter,
On
June 1, 2021, the Company issued a $
On December 15, 2021, this note matured and was due on demand.
On
June 28, 2024, the Company and the holder of the note entered into an amendment whereby outstanding accrued interest was added to the
principal balance and the due date of the note was changed to December 31, 2025. The updated principal amount was $
During the six months ended June 30, 2025, the Company paid no amount to the original balance under the note.
As
June 30, 2025 and December 31, 2024, the Company owed $
Convertible
promissory note, Mark Porter,
On
December 6, 2023, the Company issued to Mark Porter an unsecured promissory note in the aggregate principal amount of $
The note was extended to December 31, 2025.
On
June 28, 2024, the Company and the holder of the note entered into an amendment whereby outstanding accrued interest and a penalty of
$
During
the six months ended June 30, 2025, the Company received short-term proceeds of $
As
June 30, 2025 and December 31, 2024, the Company owed $
16
| 7. | Loans Payable |
As of June 30, 2025 and December 31, 2024, the Company had outstanding the following loans payable:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Future receivables financing agreement with Cedar Advance LLC, non-interest bearing, matures | $ | $ | ||||||
| Future receivables financing agreement with Pawn Funding, non-interest bearing, matures | ||||||||
| Future receivables financing agreement with Slate Advance LLC, non-interest bearing, matures | ||||||||
| Future receivables financing agreement with Meged Funding Group, non-interest bearing, matures | ||||||||
| Channel Partners Capital LLC Loan, matures | ||||||||
| Future receivables financing agreement with Arin Funding LLC, non-interest bearing, matures | ||||||||
| OnDeck Capital Loan, matures | ||||||||
| Future receivables financing agreement with Casa Capital, non-interest bearing, matures | ||||||||
| Future receivables financing agreement with Casa Capital, non-interest bearing, matures | ||||||||
| Future receivables financing agreement with Fenix Funding LLC, matures | ||||||||
| Headway Capital line of credit, interest of | ||||||||
| Total | $ | $ | ||||||
| Less: Current portion of loans payable | ( | ) | ( | ) | ||||
| Loans payable, net of current portion | $ | $ | ||||||
The
Company’s loans payable have an effective interest rate range of
Future
receivables financing agreement with Cedar Advance LLC, non-interest bearing, matures
On
May 15, 2023, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered
into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Cedar Advance LLC. Under the Financing Agreement,
the Financing Parties sold to Cedar Advance future receivables in an aggregate amount equal to $
Pursuant
to the terms of the Financing Agreement, the Company agreed to pay Cedar Advance $
During
June 2024, the Company and Cedar Advance LLC executed a settlement agreement and release whereby the Company is to pay a total of $
During
the six months ended June 30, 2025, the Company paid $
As
of June 30, 2025 and December 31, 2024, the Company owed $
17
Future
receivables financing agreement with Pawn Funding, non-interest bearing, matures
On
May 15, 2023, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered
into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Pawn Funding. Under the Financing Agreement,
the Financing Parties sold to Pawn Funding future receivables in an aggregate amount equal to $
Pursuant
to the terms of the Financing Agreement, the Company agreed to pay Pawn Funding $
During
June 2024, the Company and Pawn Funding executed a settlement agreement whereby the Company is to pay a total of $
During
the six months ended June 30, 2025, the Company paid $
As
of June 30, 2025 and December 31, 2024, the Company owed $
Future
receivables financing agreement with Slate Advance LLC, non-interest bearing, matures
On
June 9, 2023, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered
into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Slate Advance. Under the Financing Agreement,
the Financing Parties sold to Slate Advance future receivables in an aggregate amount equal to $
Pursuant
to the terms of the Financing Agreement, the Company agreed to pay Slate Advance $
During
May 2024, the Company and Slate Advance LLC executed a forbearance and release agreement whereby the Company is to pay a total of $
During
the six months ended June 30, 2025, the Company paid $
As
of June 30, 2025 and December 31, 2024, the Company owed $
18
Future
receivables financing agreement with Meged Funding Group, non-interest bearing, matures
On
July 25, 2023, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered
into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Meged Funding Group. Under the Financing Agreement,
the Financing Parties sold to Slate Advance future receivables in an aggregate amount equal to $
Pursuant
to the terms of the Financing Agreement, the Company agreed to pay Meged Funding Group $
During
June 2024, the Company and Meged Funding Group executed a settlement agreement whereby the Company is to pay a total of $
During
the six months ended June 30, 2025, the Company paid $
As
of June 30, 2025 and December 31, 2024, the Company owed $
Channel
Partners Capital LLC Loan, matures
On
November 14, 2024, the Company entered into an loan agreement with Channel Partners Capital LLC for a principal of $
Pursuant
to the terms of the loan agreement, the Company agreed to pay Channel Partners Capital LLC $
During
the six months ended June 30, 2025, the Company paid $
As
of June 30, 2025 and December 31, 2024, the Company owed $
OnDeck
Capital Loan, matures
On
November 27, 2024, the Company entered into a loan agreement with OnDeck. Under the agreement, The Company received cash of $
Pursuant
to the terms of the Loan Agreement, the Company agreed to pay Ondeck $
During
the six months ended June 30, 2025, the Company paid $
As
of June 30, 2025 and December 31, 2024, the Company owed $
Future receivables financing agreement with Arin Funding LLC, non-interest bearing
On
December 23, 2024, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”),
entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Arin Funding LLC. Under the Financing
Agreement, the Financing Parties sold to Arin Funding LLC future receivables in an aggregate amount equal to $
Pursuant
to the terms of the Financing Agreement, the Company agreed to pay Arin Funding LLC $
19
During
the six months ended June 30, 2025, the Company paid $
As
of June 30, 2025 and December 31, 2024, the Company owed $
Future receivables financing agreement with Fenix Funding LLC, non-interest bearing
On
February 24, 2025, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”),
entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Fenix Funding LLC. Under the Financing
Agreement, the Financing Parties sold to Fenix Funding LLC future receivables in an aggregate amount equal to $
Pursuant
to the terms of the Financing Agreement, the Company agreed to pay Fenix Funding LLC $
During
the six months ended June 30, 2025, the Company paid $
As of June 30, 2025, the Company owed $
Headway Capital Line of Credit
On
February 21, 2025, the Company entered into a line of credit agreement with Headway Capital. Under the agreement, The Company received
initial cash proceeds of $
Pursuant
to the terms of the line of credit agreement, the Company agreed to pay Headway $
During
the six months ended June 30, 2025, the Company paid $
As
of June 30, 2025, the Company owed $
Future receivables financing agreement with Casa Capital, non-interest bearing
On
March 24, 2025, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered
into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Casa Capital Under the Financing Agreement,
the Financing Parties sold to Casa Capital future receivables in an aggregate amount equal to $
Pursuant
to the terms of the Financing Agreement, the Company agreed to pay Casa Capital $
During
the six months ended June 30, 2025, the Company paid $
As
of June 30, 2025, the Company owed $
20
Future receivables financing agreement with Casa Capital, non-interest bearing
On
May 22, 2025, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered
into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Casa Capital Under the Financing Agreement,
the Financing Parties sold to Casa Capital future receivables in an aggregate amount equal to $
Pursuant
to the terms of the Financing Agreement, the Company agreed to pay Casa Capital $
During
the six months ended June 30, 2025, the Company paid $
As
of June 30, 2025, the Company owed $
| 8. | Convertible Debentures |
As of June 30, 2025 and December 31, 2024, the Company had outstanding the following convertible debentures:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Convertible promissory note issued to Herald Investment Management Limited, | $ | $ | ||||||
| Convertible promissory note issued to 1800 Diagonal Lending LLC, | ||||||||
| Convertible promissory note issued to Helena Global Investment Opportunities 1 Ltd., non-interest bearing, secured, matures | ||||||||
| Total | $ | $ | ||||||
| Less: Current portion of convertible debentures, net of debt discount/premium | ( | ) | ( | ) | ||||
| Convertible debentures, net of current portion, net of debt discount | $ | $ | ||||||
The
Company’s convertible debentures have an effective interest rate of
Securities Purchase Agreement – September 2023
During the period ending June 30, 2025, the Company had issued an aggregate of $
Additionally,
the placement agent for the Purchase agreement receives
Convertible
promissory note, Herald Investment Management Limited,
On
September 25, 2023, the Company issued to Herald Investment Management Limited a senior subordinated secured convertible promissory note
in the aggregate principal amount of $
Additionally,
in connection with the note, the Company issued Herald Investment Management Limited a warrant to purchase
21
The
warrants, including those issued to the placement agent, had a relative fair value of $
As
of June 30, 2025 and December 31, 2024, the Company owed $
Convertible
promissory note, 1800 Diagonal Lending LLC,
On October 23, 2024, the Company issued to 1800 Diagonal Lending LLC
an unsecured convertible promissory note in the aggregate principal amount of $
During the six months ended June 30, 2025, the Holder elected to convert portions of the outstanding balance of the note into shares of common stock as follows:
| ● | On June 17, 2025, $ |
| ● | On June 24, 2025, $ |
| ● | On June 27, 2025, $ |
Following
these conversions, the outstanding balance of the note, including default amounts of $
As
of June 30, 2025 and December 31, 2024, the Company owed $
Convertible
senior secured debenture, Helena Global Investment Opportunities 1, Ltd. (“Helena”),
On January 13, 2025, the Company issued to Helena a senior convertible
promissory note in the aggregate principal amount of $
The
conversion price in effect on any conversion date, following the original issue date, other than in respect of a Mandatory Conversion
(see below), be a price per share equal to
In
connection with the note, the Company issued Helena
Additionally,
in connection with the issuance of this debt, the Company issued a warrant to purchase
Total
debt discount recognized in connection with this note was $
22
| 9. | Warrant Liabilities |
Certain of the warrants related to the convertible debentures described in Note 8, Convertible Debentures, qualify for liability classification under ASC 480, “Distinguishing Liabilities from Equity”. The fair value of the warrant liabilities was measured upon issuance and is re-measured at the end of every reporting period, with the change in fair value reported in the consolidated statement of operations as a gain or loss on change in fair value of warrant liabilities.
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 warrant liabilities for the six months ended June 30, 2025:
| Warrant | ||||
| Liability | ||||
| Balance at December 31, 2024 | $ | |||
| Issuance of warrants | ||||
| Change in fair value of warrant liabilities | ( | ) | ||
| Return of warrants | ||||
| Balance at June 30, 2025 | $ | |||
The Company uses Level 3 inputs for its valuation methodology for the warrant liabilities as their fair values were determined by using either the Black-Scholes model based on various assumptions or the price of the Company’s common stock.
Significant
changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are
classified based on the lowest level of input that is significant to the fair value measurement.
| Expected volatility | Risk-free interest rate | Expected dividend yield | Expected life (in years) | |||||||||||||
| At June 30, 2025 | % | % | % | |||||||||||||
| At December 31, 2024 | % | % | % | |||||||||||||
During the six months ended June 30, 2025, the
Company settled the portion of the warrants and issued
| 10. | Common Stock |
Authorized shares
The
Company has
Issuance of shares under equity line of credit
The
Company entered into an Equity Line of Credit agreement (“ELOC”) on January 13, 2025 with Helena. On March 13, 2025, the
Company and Helena mutually agreed to terminate the ELOC for a termination fee of $
During
the six months ended June 30, 2025, the Company issued
During
the six months ended June 30, 2025, the Company issued
23
| 11. | Preferred Stock |
See below for a description of each of the Company’s outstanding classes of preferred stock, including historical and current information.
Series A
On
January 5, 2023, Dominion Capital converted the remaining
Series B
On
April 16, 2018, High Wire designated
Issue
Price — The stated price for the Series B preferred stock shares shall be $
Redemption — The Series B preferred stock shares are not redeemable.
Dividends — The holders of the Series B preferred stock shares shall not be entitled to receive any dividends.
Preference
of Liquidation — The Corporation’s Series A preferred stock (the “Senior Preferred Stock) shall have a liquidation
preference senior to the Series B preferred stock. Upon any fundamental transaction, liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, the holders of the shares of the Series B preferred stock shares shall be entitled, after any distribution
or payment is made upon any shares of capital stock of the Company having a liquidation preference senior to the Series B preferred stock
shares, including the Senior Preferred Stock, but before any distribution or payment is made upon any shares of common stock or other
capital stock of the Company having a liquidation preference junior to the Series B preferred stock shares, to be paid in cash the sum
of $
24
Voting
— The holders of shares of Series B preferred stock shall be voted together with the shares of common stock such that
the aggregate voting power of the Series B preferred stock is equal to
Conversion — There are no conversion rights.
In accordance with ASC 480 Distinguishing Liabilities from Equity, the Company has classified the Series B preferred stock shares as temporary equity or “mezzanine.”
Series D
On
June 14, 2021, High Wire designated
On
December 13, 2021, the Company made the first amendment to the Certificate of Designation of its Series D preferred stock which changed
the conversion right. As a result of this amendment, the Company recorded a deemed dividend of $
Subsequent to the first amendment, the principal terms of the Series D preferred stock shares are as follows:
Issue
Price — The stated price for the Series D preferred stock shares shall be $
Redemption — The Series D preferred stock shares are not redeemable.
Dividends — The holders of the Series D preferred stock shares shall not be entitled to receive any dividends.
Preference
of Liquidation — Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary
(a “Liquidation”), the Holders shall (i) first be entitled to receive out of the assets, whether capital or surplus, of the
Corporation an amount equal to $
Voting
— Except as otherwise provided in the agreement or as required by law, the Series D shall be voted together with the shares
of common stock, par value $
Conversion
— Beginning ninety (90) days from the date of issuance, all or a portion of the Series D may be converted into Common
Stock at the greater of the Fixed Price and the Average Price (as defined below). On the business day immediately preceding the listing
of the Common Stock on a national securities exchange (the “Automatic Series D Conversion Date”), without any further action,
all shares of Series D shall automatically convert into shares of Common Stock at the Fixed Price, which is defined as the closing price
of the Common Stock on the trading day immediately preceding the date of issuance of the Series D ( subject to adjustment for any reverse
or forward split of the Common Stock). The Series D shares were issued on June 16, 2021, and the closing price of the Company’s
common stock was $
25
Vote
to Change the Terms of or Issuance of Series D — The affirmative vote at a meeting duly called for such purpose, or written
consent without a meeting, of the holders of not less than fifty-one (
As
of June 30, 2025, the carrying value of the Series D Preferred Stock was $
Series E
On
December 20, 2021, the Company designated
The principal terms of the Series E preferred stock shares are as follows:
Issue
Price — The stated price for the Series E preferred stock shares shall be $
Redemption — The Series E preferred stock shares are not redeemable.
Dividends — The holders of the Series E preferred stock shares shall not be entitled to receive any dividends.
Preference
of Liquidation — Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary
(a “Liquidation”), the Holders shall (i) first be entitled to receive out of the assets, whether capital or surplus, of the
Corporation an amount equal to $
Voting
— Except as otherwise provided herein or as required by law, the Series E shall be voted together with the shares of common
stock, par value $
Conversion
— Beginning ninety (90) days from the date of issuance, all or a portion of the Series E may be converted into Common
Stock at the Fixed Price (as defined below). On the business day immediately preceding the listing of the Common Stock on a national
securities exchange (the “Automatic Series E Conversion Date”), without any further action, all shares of Series E shall
automatically convert into shares of Common Stock at the Fixed Price. “Fixed Price” shall be defined as the closing price
of the Common Stock on the trading day immediately preceding the date of issuance of the Series E (subject to adjustment for any reverse
or forward split of the Common Stock or similar occurrence). The Series E shares were issued on December 30, 2021, and the closing price
of the Company’s common stock was $
Vote
to Change the Terms of or Issuance of Series E — The affirmative vote at a meeting duly called for such purpose, or written
consent without a meeting, of the holders of not less than fifty-one (
26
As
of June 30, 2025, the carrying value of the Series E Preferred Stock was $
Series F
On
January 13, 2025, the Company designated
The principal terms of the Series F preferred stock shares are as follows:
Voting, Dividend and Other Rights — Except as otherwise provided in the Certificate of Designation, Preferences, Rights and Other Rights of the Series F (the “Series F COD”) or as required by law, the Series F shall be voted together with the shares of common stock, and any other series of preferred stock then outstanding that have voting rights, and except as provided in Section 3 of the Series F COD, not as a separate class, at any annual or special meeting of stockholders of the Company, with respect to any question or matter upon which the holders of common stock have the right to vote, such that the voting power of each share of Series F is equal to the voting power of the shares of common stock that each such share of Series F would be convertible as of the record date for determining stockholders entitled to vote on such matter. The Series F shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company and may act by written consent in the same manner as the holders of Common Stock of the Corporation. The holders of the Series F shall not be entitled to receive any dividends. The Series F are not redeemable.
Preference of Liquidation — Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), subject to the rights of any series of preferred stock that may from time to time come into existence, the holders of Series F shall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that holders of common stock would receive if the Series F were fully converted (disregarding for such purposes any conversion limitations hereunder) to common stock at the conversion price then applicable for each share of outstanding share of Series F, which amount shall be paid to the holders of Series F pari passu with the amount paid to the holders of common stock.
Redemption - The Series F Preferred Stock is not redeemable at the option of any holder thereof.
Conversion
— Following the date of issuance, all or a portion of the Series F may be converted into common stock determined by dividing
the stated value of such share of Series F by the Conversion Price. The Conversion Price, and the rate at which shares of Series F may
be converted into shares of common stock, shall be subject to adjustment as provided in the Series F COD. As of the issuance date of
the Series F shares and June 30, 2025, the Series F Preferred Shares were convertible into was
In
connection with the Helena note (see Note 8), the Company issued Helena
Series G
On
April 30, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor pursuant to which the Company
issued
The
material features of the Series G Preferred Stock, as set forth in the Certificate of Designation for the Preferred Stock (“COD”),
include the following: (i) the Series G Preferred Stock is convertible into shares of our common stock at a price equal to
27
Under
additional covenants set forth in the COD, holders of the Series G Preferred Stock enjoy certain other rights, including: (i) upon the
consummation of an underwritten offering by the Company resulting in net proceeds of at least $
The Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder in connection with the issuance and sale of the Series G Preferred Stock and Conversion Shares. The offer and sale of the Series G Preferred Stock and Conversion Shares have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act, and in each case in compliance with applicable state securities laws.
| 12. | Share Purchase Warrants and Stock Options |
In
connection with the issuance of new convertible debentures during December 2023 and January 2024, the associated warrants qualified for
liability classification. The fair value of these warrants was $
In
connection with the Helena note (see Note 8), the Company issued a warrant to purchase
The following table summarizes the activity of share purchase warrants for the period of January 1, 2025 through June 30, 2025:
| Number of warrants | Weighted average exercise price | Intrinsic value | ||||||||||
| Balance at December 31, 2024 | $ | $ | ||||||||||
| Granted | ||||||||||||
| Exercised | ( | ) | ||||||||||
| Expired/forfeited | ( | ) | ||||||||||
| Outstanding at June 30, 2025 | $ | $ | ||||||||||
| Exercisable at June 30, 2025 | $ | $ | ||||||||||
As of June 30, 2025, the following share purchase warrants were outstanding:
| Number of warrants | Exercise price | Issuance Date | Expiry date | Remaining life | ||||||||||
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The following table summarizes the activity of stock options for the period of January 1, 2025 through June 30, 2025:
| Number of stock options | Weighted average exercise price | Intrinsic value | ||||||||||
| Balance at December 31, 2024 | $ | $ | ||||||||||
| Issued | ||||||||||||
| Exercised | ||||||||||||
| Canceled/expired/forfeited | ||||||||||||
| Outstanding at June 30, 2025 | $ | $ | ||||||||||
| Exercisable at June 30, 2025 | $ | $ | ||||||||||
As of June 30, 2025, the following stock options were outstanding:
| Number of stock options | Exercise price | Issuance Date | Expiry date | Remaining Life | ||||||||||
The
remaining stock-based compensation expense on unvested stock options was $
| 13. | Leases |
The Company leases certain office space and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The depreciable lives of operating lease assets and leasehold improvements are limited by the expected lease term. The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities.
The following table sets forth the operating lease right of use (“ROU”) assets and liabilities as of June 30, 2025 and December 31, 2024:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Operating lease assets | $ | $ | ||||||
| Operating lease liabilities: | ||||||||
| Current operating lease liabilities | ||||||||
| Long term operating lease liabilities | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
Expense
related to leases is recorded on a straight-line basis over the lease term, including rent holidays. During the six months ended June
30, 2025 and 2024, the Company recognized operating lease expense of $
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Cash
paid for amounts included in the measurement of operating lease liabilities were $
The
operating lease liabilities as of June 30, 2025 reflect a weighted average discount rate of
| Year ending December 31, | ||||
| 2025 | $ | |||
| 2026 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total | $ | |||
| 14. | Commitments and Contingencies |
Leases
The Company leases its principal offices under a lease that expires in 2026. Leases with an initial term of 12 months or less and immaterial leases are not recorded on the balance sheet (refer to Note 13, Leases, for amounts expensed during the six months ended June 30, 2025 and 2024).
Legal proceedings
In the normal course of business or otherwise, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred.
| 15. | Segment Disclosures |
During
the
| ● | Cybersecurity, which is comprised of HWN and OCL. |
| ● | SVC, which consists of the Company’s SVC subsidiary. | |
| ● | Corporate, which consists of the rest of the Company’s operations. |
Factors used to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates all reporting segments in one geographical area (the United States).
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Financial statement information by operating segment for the three and six months ended June 30, 2025 is presented below:
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||
| Corporate | Cybersecurity | SVC | Total | Corporate | Cybersecurity | SVC | Total | |||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Operating (loss) income | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||
| Total assets as of June 30, 2025 | ||||||||||||||||||||||||||||||||
Geographic information as of and for the six months ended June 30, 2025 is presented below:
| Revenues For The Six Months Ended June 30, 2025 | Long-lived Assets as of June 30, 2025 | |||||||
| United States | ||||||||
| Consolidated total | $ | $ | ||||||
Financial statement information by operating segment for the three and six months ended June 30, 2024 and as of December 31, 2024 is presented below:
| Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||
| Corporate | Cybersecurity | SVC | Total | Corporate | Cybersecurity | SVC | Total | |||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Operating (loss) income | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||
| Total assets as of December 31, 2024 | ||||||||||||||||||||||||||||||||
Geographic information as of and for the six months ended June 30, 2024 and as of December 31, 2024 is presented below:
Revenues June 30, | Long-lived Assets as of December 31, 2024 | |||||||
| United States | ||||||||
| Consolidated total | $ | $ | ||||||
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| 16. | Earnings Per Share |
The following table shows the computation of basic and diluted earnings per share for the three and six months ended June 30, 2025 and 2024:
| For The Three Months Ended | For The Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income from discontinued operations, net of tax | $ | $ | $ | $ | ||||||||||||
| Net income (loss) attributable to High Wire Networks, Inc. common shareholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Denominator | ||||||||||||||||
| Weighted average common shares outstanding, basic | ||||||||||||||||
| Effect of dilutive securities | ||||||||||||||||
| Weighted average common shares outstanding, diluted | ||||||||||||||||
| Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, basic: | ||||||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income from discontinued operations, net of taxes | $ | $ | $ | $ | ||||||||||||
| Net income (loss) per share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, diluted: | ||||||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income from discontinued operations, net of taxes | $ | $ | $ | $ | ||||||||||||
| Net income (loss) per share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| 17. | Discontinued Operations |
On June 27, 2024, HWN sold the assets of its technology services business unit. The operations of the sold business unit qualified for discontinued operations treatment.
The results of operations of the sold business unit have been included within net income (loss) from discontinued operations, net of tax, on the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024.
In connection with the sale of HWN’s technology services business unit, the Company is now subject to a non-compete which precludes it from operating businesses similar to that of AWS PR and Tropical. As a result, both subsidiaries qualify for discontinued operations treatment.
The assets and liabilities of AWS PR and Tropical as of June 30, 2025 and December 31, 2024 have been included within the unaudited condensed consolidated balance sheet as current assets of discontinued operations and current liabilities of discontinued operations.
The results of operations of AWS PR and Tropical have been included within net income (loss) from discontinued operations, net of tax, on the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024.
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The following table shows the balance of the Company’s discontinued operations as of June 30, 2025 and December 31, 2024:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Current assets: | ||||||||
| Accounts receivable | $ | $ | ||||||
| Current assets of discontinued operations | $ | $ | ||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Current liabilities of discontinued operations | $ | $ | ||||||
The following table shows the statement of operations for the Company’s discontinued operations for the three and six months ended June 30, 2025 and 2024:
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Salaries and wages | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income from operations | ( | ) | ||||||||||||||
| Other income (expenses): | ||||||||||||||||
| Gain on sale of business unit | ||||||||||||||||
| Other income | ||||||||||||||||
| Total other income (expense) | ||||||||||||||||
| Pre-tax income (loss) from discontinued operations | ||||||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) from discontinued operations, net of tax | $ | $ | $ | $ | ||||||||||||
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18. Subsequent Events
Board of Directors
On July 17, 2025, Peter Kruse resigned from the Board of Directors, which became effective on July 9. On July 9, 2025, Stephen LaMarche resigned from Board of Directors. On July 11, 2025, Curtis E. Smith resigned as Chief Financial Officer
Sale of Assets
On July 1, 2025, the Company received formal notice from Helena Partners on behalf of Helena Global Investment Opportunities 1 Ltd. (“Helena”), the Company’s senior secured lender, stating that the Company remained in default under its loan and security agreements and was required to liquidate and sell its assets no later than August 15, 2025. The notice further advised that Helena would initiate foreclosure proceedings if the asset sale was not completed by that deadline and that Helena was willing to release its perfected security interests solely to facilitate a qualifying sale approved in advance
Consistent with that directive, on August 13, 2025 the Company and its subsidiaries executed two asset purchase agreements with wholly owned subsidiaries of Tego Cyber Inc. (“Tego Cyber”) to divest substantially all operating assets of its cybersecurity and voice network business units.
| ● | Under the first agreement, OW Cyber LLC acquired substantially all assets of HWN, Inc., High Wire’s managed cybersecurity services division, for total consideration of |
| ● | Under the second agreement, Secure Voice LLC acquired substantially all assets of Secure Voice Corp, High Wire’s wholesale network services subsidiary, for total consideration of |
In connection with these transactions, Helena provided a limited release
of its security interest in the specific assets conveyed to OW Cyber and Secure Voice in exchange for $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plan”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited condensed consolidated financial statements are stated in United States dollars ($) and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
All references to “common stock” refer to the common shares in our capital stock.
Unless specifically set forth to the contrary, when used in this report the terms “we”, “our”, the “Company” and similar terms refer to High Wire Networks, Inc., a Nevada corporation, and its consolidated subsidiaries.
The information that appears on our website at www.HighWireNetworks.com is not part of this report.
Description of Business
Business Overview
HWN, Inc., (d/b/a High Wire Network Solutions, Inc.) (“HWN”) was incorporated in Delaware on January 20, 2017. HWN is a global provider of managed cybersecurity and managed networks delivered exclusively through a channel sales model. Our Overwatch managed security platform-as-a-service offers organizations end-to-end protection for networks, data, endpoints and users via multiyear recurring revenue contracts in this fast-growing technology segment. HWN has continuously operated under the High Wire Networks brand for more than 20 years.
HWN and JTM Electrical Contractors, Inc. (“JTM”), an Illinois Corporation, entered into an operating agreement through which High Wire owned 50% of JTM. On February 15, 2022, HWN sold its 50% interest in JTM.
On June 16, 2021, we completed a merger with Spectrum Global Solutions, Inc. On January 7, 2022, Spectrum Global Solutions, Inc. legally changed its name to High Wire Networks, Inc. (“High Wire”). The merger was accounted for as a reverse merger. At the time of the reverse merger, High Wire’s subsidiaries included ADEX Corporation, ADEX Puerto Rico LLC, ADEX Canada, ADEX Towers, Inc. and ADEX Telecom, Inc. (collectively “ADEX” or the “ADEX Entities”), AW Solutions Puerto Rico, LLC (“AWS PR”), and Tropical Communications, Inc. (“Tropical”). For accounting purposes, HWN is the surviving entity. On March 6, 2023, HWN divested the ADEX Entities. On July 31, 2023, HWN paused the operations of its AWS PR subsidiary. On November 3, 2023, HWN paused the operations of its Tropical subsidiary.
On November 4, 2021, we closed on the acquisition of Secure Voice Corp (“SVC”). The closing of the acquisition was facilitated by a senior secured promissory note which has been repaid.
On August 4, 2023, we formed a new entity – incorporated as Overwatch Cyberlab, Inc. (“OCL”) – which is 80% owned by our company and 20% owned by John Peterson.
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On June 27, 2024, HWN entered into an asset purchase agreement with INNO4 LLC pursuant to which INNO4 LLC agreed to purchase certain assets of HWN related to our technology services business unit. Additionally, the asset purchase agreement includes a non-compete which precludes our company from operating businesses similar to that of AWS PR and Tropical.
Our SVC subsidiary is a wholesale network services provider with network footprint in the Northeast United States. This network carries VoIP and other traffic for other service providers.
We provide the following category of offerings to our customers:
| ● | Security: High Wire’s award-winning Overwatch Managed Security offers organizations end-to-end protection for networks, data, endpoints, and users via multiyear recurring revenue contracts in this fast-growing technology segment. This segment is nearly 100% recurring revenue with multi-year contracts. Overwatch delivers services through Managed Service Providers (MSPs), strategic partnerships and alliances, Value Added Resellers (VARs), Distributors, and Network Service Providers. |
Recent Developments
On July 1, 2025, the Company received formal notice from Helena Partners on behalf of Helena Global Investment Opportunities 1 Ltd. (“Helena”), the Company’s senior secured lender, stating that the Company remained in default under its loan and security agreements and was required to liquidate and sell its assets no later than August 15, 2025. The notice further advised that Helena would initiate foreclosure proceedings if the asset sale was not completed by that deadline and that Helena was willing to release its perfected security interests solely to facilitate a qualifying sale approved in advance
Consistent with that directive, on August 13, 2025 the Company and its subsidiaries executed two asset purchase agreements with wholly owned subsidiaries of Tego Cyber Inc. (“Tego Cyber”) to divest substantially all operating assets of its cybersecurity and voice network business units.
| ● | Under the first agreement, OW Cyber LLC acquired substantially all assets of HWN, Inc., High Wire’s managed cybersecurity services division, for total consideration of 750,000 Series B preferred stock of Tego Cyber Inc. with a stated value of $3.0M and assumed liabilities. |
| ● | Under the second agreement, Secure Voice LLC acquired substantially all assets of Secure Voice Corp, High Wire’s wholesale network services subsidiary, for total consideration of 250,000 Series B preferred stock of Tego Cyber Inc. with a stated value of $1.0M and assumed liabilities. |
In connection with these transactions, Helena provided a limited release of its security interest in the specific assets conveyed to OW Cyber and Secure Voice in exchange for $300,000 of Series A preferred stock of Tego Cyber Inc. as partial satisfaction of High Wire’s outstanding secured debt. Helena’s August 15, 2025 correspondence confirmed its consent to the sales and stated that it retained its senior perfected security interest in all remaining assets of High Wire and its subsidiaries until the remaining balance of $150,000 is repaid in full.
Our Operating Units
Our company is comprised of the following:
| ● | Managed Services: The Managed Services Segment encompasses all of our recurring revenue businesses including our Overwatch Managed Cybersecurity, all network managed services, all managed services performed under a Statement of Work (SoW), and |
| ● | SVC, which is a wholesale network services provider with network footprint in the Northeast United States. This network carries VoIP and other traffic for other service providers revenue. |
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Results of Operations for the Three-Month Periods Ended June 30, 2025 and 2024
Our operating results for the three-month periods ended June 30, 2025 and 2024 are summarized as follows:
| For The Three Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Statement of Operations Data: | ||||||||
| Revenue | $ | 2,256,454 | $ | 1,937,618 | ||||
| Operating expenses | 3,645,636 | 4,941,332 | ||||||
| Loss from operations | (1,389,182 | ) | (3,003,714 | ) | ||||
| Total other (expense) income | (511,122 | ) | (757,865 | ) | ||||
| Net income from discontinued operations, net of tax | - | 7,860,514 | ||||||
| Net loss attributable to common shareholders | $ | (1,900,304 | ) | $ | 4,098,935 | |||
Revenues
Our revenue increased from $1,937,618 for the three months ended June 30, 2024 to $2,256,454 for the three months ended June 30, 2025, an increase of $318,836. The improvement in the revenue was primarily related to an improvement in software provider contracts as well as efficiencies resultant in a larger install base.
A significant portion of our services are performed under master service agreements and other arrangements with customers that extend for periods of one or more years. We are currently party to numerous master service agreements, and typically have multiple agreements with each of our customers. Master Service Agreements (MSAs) generally contain customer-specified service requirements, such as discreet pricing for individual tasks. To the extent that such contracts specify exclusivity, there are often a number of exceptions, including the ability of the customer to issue work orders valued above a specified dollar amount to other service providers, perform work with the customer’s own employees and use other service providers when jointly placing facilities with another utility. In most cases, a customer may terminate an agreement for convenience with written notice. The remainder of our services are provided pursuant to contracts for specific projects. Long-term contracts relate to specific projects with terms in excess of one year from the contract date. Short-term contracts for specific projects are generally three to four months in duration. The percentage of revenue from long-term contracts varies between periods depending on the mix of work performed under our contracts.
Operating Expenses
During the three months ended June 30, 2025, our operating expenses were $3,645,636, compared to $4,941,332 for the same period of 2024. The decrease of $1,295,696 is primarily related to a $1,158,926 decrease in salaries and wages and a $544,514 decrease in general and administrative expense due to certain cost cutting measures, partially offset by an increase of $458,052 in costs of revenue. In 2025, there was increased headcount included in cost of revenue as compared to 2024 and due to the increase in sales discussed above.
Other Expense
During the three months ended June 30, 2025, we had other expense of $511,122, compared to $757,865 for the same period of 2024. The decrease of $246,743 is primarily related to a decrease in interest expense of $322,551, a decrease in amortization of debt discount of $264,773 compared to the same period of 2024 and no such loss on settlement of debt in 2025, offset by no gain on extinguishment of warrant liabilities in 2025 as compared to $921,422 in the same period of 2024.
Net Income from Discontinued Operations, Net of Tax
For the three months ended June 30, 2025, we had net income from discontinued operations, net of tax of $0, compared to a net income from discontinued operations, net of tax of $7,860,514 in the same period of 2024. The 2024 period included loss from operations of $90,259 and other income of $7,950,773.
Net Loss
For the three months ended June 30, 2025, we had net loss attributable to High Wire Networks, Inc. common shareholders of $1,900,304, compared to a net income of $4,098,935 in the same period of 2024.
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Results of Operations for the Six-Month Periods Ended June 30, 2025 and 2024
Our operating results for the six-month periods ended June 30, 2025 and 2024 are summarized as follows:
| For The Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Statement of Operations Data: | ||||||||
| Revenue | $ | 4,428,080 | $ | 3,999,121 | ||||
| Operating expenses | 7,138,775 | 8,530,160 | ||||||
| Loss from operations | (2,710,695 | ) | (4,531,039 | ) | ||||
| Total other (expense) income | (1,746,186 | ) | (1,521,467 | ) | ||||
| Net income from discontinued operations, net of tax | - | 9,737,003 | ||||||
| Net loss attributable to common shareholders | $ | (4,456,881 | ) | $ | 3,684,497 | |||
Revenues
Our revenue increased from $3,999,121 for the six months ended June 30, 2024 to $4,428,080 for the six months ended June 30, 2025, an increase of $428,959. The improvement in the revenue was primarily related to an improvement in software provider contracts as well as efficiencies resultant in a larger install base.
A significant portion of our services are performed under master service agreements and other arrangements with customers that extend for periods of one or more years. We are currently party to numerous master service agreements, and typically have multiple agreements with each of our customers. Master Service Agreements (MSAs) generally contain customer-specified service requirements, such as discreet pricing for individual tasks. To the extent that such contracts specify exclusivity, there are often a number of exceptions, including the ability of the customer to issue work orders valued above a specified dollar amount to other service providers, perform work with the customer’s own employees and use other service providers when jointly placing facilities with another utility. In most cases, a customer may terminate an agreement for convenience with written notice. The remainder of our services are provided pursuant to contracts for specific projects. Long-term contracts relate to specific projects with terms in excess of one year from the contract date. Short-term contracts for specific projects are generally three to four months in duration. The percentage of revenue from long-term contracts varies between periods depending on the mix of work performed under our contracts.
Operating Expenses
During the six months ended June 30, 2025, our operating expenses were $7,138,775, compared to $8,530,160 for the same period of 2024. The decrease of $1,391,385 is primarily related to a $1,460,536 decrease in salaries and wages and a $622,505 decrease in general and administrative expense due to certain cost cutting measures, partially offset by an increase of $746,088 in costs of revenue. In 2025, there was increased headcount included in cost of revenue as compared to 2024 and due to the increase in sales discussed above.
Other Expense
During the six months ended June 30, 2025, we had other expense of $1,746,186, compared to $1,521,467 for the same period of 2024. The increase is primarily related to no such gain on extinguishment of warrant liabilities in 2025 as compared to $921,422 in the same period of 2024, an increase in termination and penalty fee of $310,571 in 2025 as compared to the same period in 2024, offset by decrease in interest expense of $405,002 in 2025 as compared to the same period in 2024, decrease in warrant expense of $233,877 and no such loss on settlement of debt in 2025 as compared to $467,060 in the same period of 2024.
Net Income from Discontinued Operations, Net of Tax
For the six months ended June 30, 2025, we had net income from discontinued operations, net of tax of $0, compared to a net income from discontinued operations, net of tax of $9,737,003 in the same period of 2024. The 2024 period included income from operations of $1,784,730 and other income of $7,952,273.
Net Loss
For the six months ended June 30, 2025, we had net loss attributable to High Wire Networks, Inc. common shareholders of $4,456,881, compared to a net income of $3,684,497 in the same period of 2024.
Liquidity and Capital Resources
As of June 30, 2025, our total current assets were $1,360,200 and our total current liabilities were $10,721,324 resulting in a working capital deficit of $9,361,124, compared to a working capital deficit of $6,224,966 as of December 31, 2024.
We have historically suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard, we have historically raised additional capital through equity offerings and loan transactions.
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Cash Flows
| For The Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (1,343,657 | ) | $ | (2,350,561 | ) | ||
| Net cash used in investing activities | $ | - | $ | 9,766,983 | ||||
| Net cash provided by (used in) financing activities | $ | 1,234,749 | $ | (3,559,394 | ) | |||
| Change in cash | $ | (108,908 | ) | $ | 3,857,028 | |||
For the six months ended June 30, 2025, cash decreased $108,908, compared to an increase in cash of $3,857,028 for the same period of 2024. For the six months ended June 30, 2025, net cash provided by financing activities included net proceeds from of loans payable to related parties of $92,000, proceeds from convertible debentures of $910,000 and net repayments of loans payable of $7,251. Net cash used in operating activities included the net loss from continuing operations of $4,456,881, partially offset by a net cash inflow from changes in operating assets and liabilities of $1,418,204.
As of June 30, 2025, we had cash of $111,916 compared to $220,824 as of December 31, 2024.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Inflation
The effect of inflation on our revenue and operating results has not been significant.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
Our management, with the participation of our Chief Executive Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our Chief Executive Officer concluded that, as a result of the material weaknesses described below, as of June 30, 2025, our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:
| a) | Due to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting process. The areas where we have a lack of segregation of duties include cash receipts and disbursements, approval of purchases and approval of accounts payable invoices for payment. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the consolidated financial statements will not be prevented or detected on a timely basis; |
| b) | we do not have any formally adopted internal controls surrounding our cash and financial reporting procedures; and |
| c) | the lack of the quantity of resources to implement an appropriate level of review controls to properly evaluate the completeness and accuracy of transactions entered into by our company. |
We are committed to improving our financial organization. In addition, we will look to increase our personnel resources and technical accounting expertise within the accounting function to resolve non-routine or complex accounting matters.
Changes in internal control over financial reporting.
There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.
Item 1A. Risk Factors
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
As part of the ELOC agreement, Helena received 34,286 commitment shares of the Company’s common stock, which survive termination of the ELOC. The fair value of the commitment shares issued was $260,571, or $7.60 per share.
In connection with the Helena note (see Note 8), the Company issued Helena 90 Series F Preferred Shares which are convertible into 90,453 of the Company’s common stock.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
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Item 6. Exhibits
| Exhibit # | Exhibit Description | |
| 31.1* | Certification of the Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* | Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
41
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 thereunto duly authorized.
| High Wire Networks, Inc. | ||
| Date: October 14, 2025 | By: | /s/ Mark W. Porter |
| Mark W. Porter | ||
| Chief Executive Officer | ||
| High Wire Networks, Inc. | ||
| Date: October 14, 2025 | By: | /s/ Mark W. Porter |
| Mark W. Porter | ||
| Principal Financial Officer and Principal Accounting Officer | ||
42
Exhibit 31.1
CERTIFICATION
I, Mark W. Porter, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of High Wire Networks, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 14, 2025 | ||
| By: | /s/ Mark W. Porter | |
| Mark W. Porter | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Mark W. Porter, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of High Wire Networks, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 14, 2025 | ||
| By: | /s/ Mark W. Porter | |
| Mark W. Porter | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |
Exhibit 32.1
Section 1350 CERTIFICATION
In connection with this Quarterly Report of High Wire Networks, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2025, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Mark W. Porter, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report, fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: October 14, 2025 | ||
| By: | /s/ Mark W. Porter | |
| Mark W. Porter | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 32.2
Section 1350 CERTIFICATION
In connection with this Quarterly Report of High Wire Networks, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2025, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Mark W. Porter, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report, fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: October 14, 2025 | ||
| By: | /s/ Mark W. Porter | |
| Mark W. Porter | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |