Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 19, 2024

High Wire Networks, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-53461		81-5055489
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

30 North Lincoln Street

Batavia, Illinois

60510

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (952) 974-4000

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		HWNI		OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Resignation of Chief Operations Officer

On September 19, 2024, Stephen LaMarche, the former Chief Operations Officer of High Wire Networks, Inc. (the “Company”), resigned from his position with the Company. Mr. LaMarche will remain on the Company’s Board of Directors (the “Board”).

Appointment of Chief Operations Officer

On September 19, 2024, the Board appointed Edward Vasko, the Chief Executive Officer of the Company’s Overwatch managed cybersecurity services division (“Overwatch”), to serve as Chief Operations Officer of the Company, effective immediately. Mr. Vasko will continue to serve as the Chief Executive Officer of Overwatch. Mr. Vasko, 54, has more than 33 years of experience in the cybersecurity industry, including extensive experience in business formation and development. He has also led several strategic mergers and acquisitions and exits. As a respected industry thought leader, he has addressed the national cybersecurity workforce development requirements for protecting the United States and its allies. Prior to joining the Company, from February 2020 until July 2024, Mr. Vasko served as the Director of Boise State University’s Institute of Pervasive Cybersecurity, a leader in cybersecurity research and host of the competency development hub known as the Cyberdome. From May 2019 until May 2020, Mr. Vasko served as Senior Vice President, Service Delivery, DevSecOps, and Customer Success of Avertium, a cybersecurity firm.

Pursuant to the Offer Letter from the Company in connection with Mr. Vasko’s position as Chief Executive Officer of Overwatch, which will remain in effect in connection with his appointment as Chief Operations Officer of the Company, in consideration for his service Mr. Vasko will receive an annualized base salary of $260,000 and will receive a one-time equity award with a grant date fair value of $40,000. In addition, Mr. Vasko will be eligible for (i) a target quarterly cash bonus in an amount of up to $45,000 based on a revenue target for existing revenue and (ii) a target quarterly cash bonus in an amount of up to $81,250 based on a revenue target for incremental net new revenue.

There are no family relationships between Mr. Vasko and any director or executive officer of the Company, and he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Offer Letter to Edward Vasko

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

	High Wire Networks, Inc.

Date: September 24, 2024	By:	/s/ Mark Porter
	Name:	Mark Porter
	Title:	Chief Executive Officer

Exhibit 10.1

High Wire Networks, Inc.

30 N. Lincoln St.

Batavia, IL 60510

July 25, 2024

Edward Vasko

PO Box 44319

Boise, ID 83711

Dear Ed,

I am pleased to extend to you an offer for a new position with High Wire Networks as its Chief Executive Officer for Overwatch. In this role you will report to the parent company CEO.

Employment Start Date: September 1, 2024 (pending passed background check)

Job Title: Chief Executive Officer - Overwatch

Compensation:

2024 Overwatch Target Revenue $7.75M	Revenue Goals		Bonus %		Comp Earned
Base Salary					$	260,000
Qtrly Bonus on existing revenue	$	4,500,000		1%	$	45,000
Qtrly Bonus on incremental net new revenue	$	3,250,000		2.5%	$	81,250
Equity grant (equivalent grant priced and calculated at hire date)					$	40,000
Total Year 1 OTE earnings					$	426,250

Notes:

The above table reflects target variable compensation for calendar year 2025. For the remainder of 2024, your variable compensation components will be prorated for the remaining months in the calendar year.

The variable compensation targets and calculation methodology will be adjusted by mutual agreement between you and the parent company CEO no less often than annually.

Health Care Benefits: Customary as per the High Wire Networks current policy.

401(k): Customary as per the High Wire Networks policy.

Paid Time Off: 20 days (4 weeks), pro-rated for partial year

High Wire Networks, Inc.

30 N. Lincoln St.

Batavia, IL 60510

Business Expenses: Customary as per High Wire Networks policy and approval requirements

At-Will Employment: High Wire Networks and the Employee acknowledge that the Employee’s employment is and shall continue to be at-will, as defined under applicable law. If the Employee’s employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards, or compensation other than as provided by this Agreement, or as may otherwise be established under the Company’s then existing employee benefit plans or policies at the time of termination.

Laptop Computer: The Company shall provide you with a laptop computer for your use in providing services to the Company. Upon termination of your employment with the Company, you shall surrender the laptop to the Company without retaining any copies of the Company information contained thereon.

Background Check: High Wire Networks Inc (“the Company”) reserves the right to conduct an “investigative consumer report” about you from a consumer reporting agency in connection with your employment or application for employment (including volunteer assignment(s), as applicable) and throughout your employment if you are hired or retained, as allowed by law. The Company reserves the right to conduct investigative consumer report and/or reference checks on all of its potential employees. Your job offer, therefore, is contingent upon a clearance of such an investigative consumer report and/or reference check, if any.

Confidentiality. You hereby acknowledge that, during the course of your employment, you have and will learn or develop Confidential Information, in trust and confidence. Confidential Information is hereby defined as shall mean all information, including, but not limited to, trade secrets disclosed to you or known by you as a consequence of or through your employment by the Company, concerning the products, services, systems, customers and agents of the Company, and specifically including without limitation: computer programs and software, unpatented inventions, discoveries or improvements; marketing, organizational and product research and development; marketing techniques; promotional programs; compensation and incentive programs; customer loyalty programs; inventory systems; business plans; sales forecasts; personnel information of other employees, including but not limited to the identity of employees and agents of the Company, their responsibilities, competence, abilities, and compensation; pricing and financial information; customer lists and information on customers or their employees, or their needs and preferences; information concerning planned or pending acquisitions or divestitures; information concerning purchases of major equipment or property; and as a publicly-traded company, information that would fall under SEC FD regulations.

High Wire Networks, Inc.

30 N. Lincoln St.

Batavia, IL 60510

You agree to use the Confidential Information solely for the purpose of performing your duties hereunder and not for your own private use or commercial purposes. You acknowledge that unauthorized disclosure or use of Confidential Information, other than in discharge of your duties hereunder, will cause the Company irreparable harm. You shall maintain Confidential Information in strict confidence at all times and shall not divulge Confidential Information to any unauthorized person or entity, or use in any manner, or knowingly allow another to use, any Confidential Information, without the Company’s prior written consent, during the term of your employment by the Company or thereafter, for as long as such Confidential Information remains confidential. You further acknowledge that the Company will be harmed by the unauthorized disclosure or use of Confidential Information regardless of where such disclosure or use occurs, and that therefore this confidentiality agreement is not limited to any single state or other jurisdiction.

An “investigative consumer report” is a background report that includes information from personal interviews (except in California, where that term includes background reports with or without information obtained from personal interviews). The most common form of an investigative consumer report in connection with your employment is a reference check through personal interviews with sources such as your former employers and associates, and other information sources. The investigative consumer report may contain information concerning your character, general reputation, personal characteristics, or mode of living.

You have the right, upon written request made within a reasonable time, to request from the Company (1) whether an investigative consumer report has been obtained about you, (2) disclosure of the nature and scope of any investigative consumer report and (3) a copy of your report. These reports will be prepared by Crimcheck, 150 Pearl Road, Brunswick, OH 44212, (877) 992-4325, www.crimcheck.net.

If you are agreeable to the terms describes in this offer letter, please sign, date, and return a scanned copy to Curt Smith (curt.smith@highwirenetworks.com) at your earliest convenience.

We are pleased at the prospect of you joining the High Wire Networks team and look forward to a successful relationship as we continue to grow our business together.

Respectfully,

/s/ Curtis Smith

Curtis Smith

Chief Financial Officer

High Wire Networks, Inc.

30 N. Lincoln St.

Batavia, IL 60510

Employee Signature:

/s/ Edward Vasko	Date:	8/6/2024
Edward Vasko

cc: Human Resources Department

Signature Page to Offer Letter

Cover	Sep. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 19, 2024
Entity File Number	000-53461
Entity Registrant Name	High Wire Networks, Inc.
Entity Central Index Key	0001413891
Entity Tax Identification Number	81-5055489
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	30 North Lincoln Street
Entity Address, City or Town	Batavia
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60510
City Area Code	952)
Local Phone Number	974-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	HWNI
Security Exchange Name	NONE
Entity Emerging Growth Company	false