Material Agreement, Asset Transaction, Management Change/Compensation (Form 8-K)

Item 1.01 - Entry into a Material Definitive Agreement

On September 25, 2025, the Company entered into a non-binding Letter of Intent ("LOI") with Thoth Aerospace Inc., a New York corporation, and its sole shareholder.

The LOI contemplates that High Wire Networks, Inc. would acquire 100% ownership of Elevation Aerospace Inc. in a transaction to be structured as an equity exchange. Key terms include: continuation of Thoth Aerospace's management and employees post-closing, delivery of audited or unaudited financial statements sufficient to comply with Item 9.01 of Form 8-K, an exclusive negotiation period of 30 days (extendable by mutual agreement), and binding provisions relating to exclusivity, confidentiality, and a 1% break-up fee in case of breach. The transaction remains subject to due diligence, final board approval, execution of a definitive acquisition agreement, and customary closing conditions.

Item 2.01 - Completion of Acquisition or Disposition of Assets

On August 13, 2025, the Company and its subsidiaries completed the sale of substantially all operating assets of its Managed Security Services and Voice Network divisions to wholly-owned subsidiaries of Tego Cyber Inc. (OTCQB: TGCB).

In connection with the transactions, Helena Global Investment Opportunities 1 Ltd. ("Helena"), the Company's senior secured lender, provided a limited release of its security interests in the assets conveyed to OW Cyber and Secure Voice in exchange for $300,000 stated value of Tego Cyber's Series A Preferred Stock as partial satisfaction of High Wire's secured debt obligations. Helena's correspondence dated August 15, 2025 confirmed its consent to the transactions and retention of its perfected security interest in all remaining assets of High Wire and its subsidiaries until the remaining balance of $150,000 is repaid in full.

Item 5.02 - Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 9, 2025, Stephen LaMarche resigned from the Company's Board of Directors. On July 11, 2025, Curtis E. Smith resigned as Chief Financial Officer of the Company. On July 17, 2025, Peter Kruse resigned from the Board of Directors, effective July 9, 2025. No disputes or disagreements with management, operations, policies, or practices of the Company were reported by the resigning directors or officer.