High Wire Networks, Inc. announced that it has entered into a Securities Purchase Agreement with accredited investors to issue 18% Senior Secured Convertible Promissory Notes having an aggregate principal amount of up to $5,000,000 and Common Share Purchase Warrants to purchase up to 1,000,000 shares of common stock of the Company per $100,000 of principal amount of the Notes on September 25, 2023. As of September 25, 2023, the Company issued $1,150,000 of principal amount of Notes, along with the corresponding Warrants to certain institutional investors. The Notes mature 18 months after issuance, bear interest at a rate of 18% per annum and are convertible into Common Stock, at the Investor?s election at any time after the Maturity Date, at an initial conversion price equal to $0.10, subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. The Company may prepay all, but not less than all, of the then outstanding principal amount of the Notes by paying to the Investor an amount equal to the product of the sum of the outstanding principal amount of the Notes, accrued and unpaid interest hereon, all other amounts, costs, expenses and liquidated damages due in respect of the Notes. The Warrant is exercisable at an initial exercise price of $0.15 per share for a term ending on the 5-year anniversary of the date of issuance. The exercise price of the Warrant is subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. 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 Notes, the Conversion Shares, the Warrant, and the Warrant Shares. The offer and sale of the Notes, the Conversion Shares, the Warrant, and the Warrant 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.

On the same date, the company issued $1,150,000 in the first tranche.