UNITED STATES
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CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On March 6, 2023, High Wire Networks, Inc. (the “Company”) entered into a stock purchase agreement (the “Agreement”), by and among ADEX Corporation, ADEX Canada LTD., ADEX Puerto Rico, LLC and ADEXCOMM, and ADEX Acquisition Corp., pursuant to which the Company sold to ADEX Acquisition Corp. its legacy staffing business in a transaction valued at approximately $11.5 million, comprised primarily of the elimination of approximately $10 million of debt, representing monthly debt payments of approximately $325,000, and the cancellation of 140 shares of the Company’s Series D preferred equity. The sale of ADEX Corporation closed simultaneously with the signing of the Agreement.
The divestiture of the legacy staffing business is expected to allow the Company to focus its attention and resources on its cybersecurity and technology enablement business, which have been generating strong growth and providing attractive market opportunities with the Company’s unique channel partner program.
The foregoing description of the Agreement is qualified in its entirety by the Agreement, the form of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Stock Purchase Agreement, dated as of March 6, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
Dated: March 10, 2023
| High Wire Networks, Inc. | ||
| By: | /s/ Mark W. Porter | |
| Name: | Mark W. Porter | |
| Title: | Chief Executive Officer | |
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