UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-53461

High Wire Networks, Inc.

(Exact name of registrant as specified in its charter)

Nevada		81-5055489
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

30 North Lincoln Street, Batavia, Illinois		60510
(Address of principal executive offices)		(Zip Code)

952-974-4000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ YES ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ YES ☐ NO

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO

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

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.

The registrant had 1,119,665 common shares issued and outstanding as of ~~October~~November 14, 2025.

Table of Contents

PART I - FINANCIAL INFORMATION		1	1
Item 1.	Financial Statements	1	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39	38
Item 4.	Controls and Procedures	39	38
PART II - OTHER INFORMATION		40	39
Item 1.	Legal Proceedings	40	39
Item 1A.	Risk Factors	40	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40	39
Item 3.	Defaults Upon Senior Securities	40	39
Item 4.	Mine Safety Disclosures	40	39
Item 5.	Other Information	40	39
Item 6.	Exhibits	41	40
SIGNATURES		42	41

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.

	~~Page~~	Page
	~~Number~~	Number
Condensed consolidated balance sheets as of June 30, 2025 (unaudited) and December 31, 2024	2
Condensed consolidated balance sheets as of September 30, 2025 (unaudited) and December 31, 2024		2
Condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 (unaudited)	3
Condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 (unaudited)		3
Condensed consolidated statements of stockholders’ deficit for the three and six months ended June 30, 2025 and 2024 (unaudited)	4
Condensed consolidated statements of stockholders’ equity (deficit) for the nine months ended September 30, 2025 and 2024 (unaudited)		4
Condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 (unaudited)	5
Condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024 (unaudited)		5
Notes to unaudited condensed consolidated financial statements	6	6

High Wire Networks, Inc.

Condensed consolidated balance sheets

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
ASSETS	(Unaudited)
Current assets:
Cash	$	~~111,916~~-		$	~~220,824~~-
Accounts receivable, net of allowances of $214,474 and $171,444, respectively, and unbilled revenue of $4,786 and $7,845, respectively		1,096,823			830,261
Prepaid expenses and other current assets		14,865			16,265
Prepaid expenses and other current assets		151,461			212,660
Current assets of discontinued operations		-			1,247,480
Total current assets		114,~~360,200~~865			1,263,745
Property and equipment, net of accumulated depreciation of $855,211 and $732,804, respectively		662,831			785,238
Investment in equity securities		1,120,000			-
Goodwill		605,584			605,584
Operating lease right-of-use assets		93,435			174,365
Intangible assets, net of accumulated amortization of $1,726,929 and $1,481,907, respectively		2,712,817			2,957,839
Non-current assets of discontinued operations		-			4,348,661
Operating lease right-of-use assets		120,729			174,365
Total assets	$	1,228,300		$	5,786,771
Total assets	$	5,462,161		$	5,786,771
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	53,~~877~~847,~~846~~199		$	42,~~272~~710,~~058~~682
Contract liabilities		78,106			25,144
Current portion of loans payable to related parties		477,343			358,557
Current portion of loans payable to related parties		468,964			358,557
Current portion of loans payable, net of debt discount of $3,810 and $40,739, respectively		1,242,673			926,475
Current portion of loans payable, net of debt discount of $18,896 and $46,969, respectively		1,389,900			1,297,602
Current portion of convertible debentures, net of debt discount of $0 and $58,459, respectively		1,230,620			838,192
Current portion of convertible debentures, net of debt discount of $0 and $58,459, respectively		2,280,620			838,192
Warrant liabilities		533			80,520
Warrant liabilities		3,733			80,520
Operating lease liabilities, current portion		98,134			110,856
Operating lease liabilities, current portion		116,373			110,856
Current liabilities of discontinued operations		505,782			2,463,429
Current liabilities of discontinued operations		505,782			505,782
Total current liabilities		7,402,284			7,488,711
Total current liabilities		10,721,324			7,488,711
Loans payable, net of current portion		-			78,125
Loans payable, net of current portion		32,916			78,125
Operating lease liabilities, net of current portion		-			69,094
Operating lease liabilities, net of current portion		9,987			69,094
Total liabilities		7,402,284			7,635,930
Total liabilities		10,764,227			7,635,930
Commitments and contingencies (Note 14)
Stockholders’ deficit:
Stockholders’ equity (deficit):
Common stock; $0.00001 par value; 1,000,000,000 shares authorized; 1,119,665 and 970,319 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		11			10
Common stock; $0.00001 par value; 1,000,000,000 shares authorized; 1,119,665 and 970,319 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		11			10
Series D preferred stock; $10,000 stated value; 1,590 shares authorized; 943 issued and outstanding as of June 30, 2025 and December 31, 2024		7,745,643			7,745,643
Series D preferred stock; $10,000 stated value; 1,590 shares authorized; 943 issued and outstanding as of September 30, 2025 and December 31, 2024		7,745,643			7,745,643
Series E preferred stock; $10,000 stated value; 650 shares authorized; 311 issued and outstanding as of June 30, 2025 and December 31, 2024		4,869,434			4,869,434
Series E preferred stock; $10,000 stated value; 650 shares authorized; 311 issued and outstanding as of September 30, 2025 and December 31, 2024		4,869,434			4,869,434
Series F preferred stock; $0.0001 par value; $1,000 stated value; 120 shares authorized; 90 and 0 issued and outstanding as of June 30, 2025 and December 31, 2024		-			-
Series F preferred stock; $0.0001 par value; $1,000 stated value; 120 shares authorized; 90 and 0 issued and outstanding as of September 30, 2025 and December 31, 2024		-			-
Series G preferred stock; $0.00001 par value; $1,200 stated value; 250 shares authorized; 250 and 0 issued and outstanding as of June 30, 2025 and December 31, 2024		-			-
Series G preferred stock; $0.00001 par value; $1,200 stated value; 250 shares authorized; 250 and 0 issued and outstanding as of September 30, 2025 and December 31, 2024		-			-
Additional paid-in capital		33,~~470~~478,~~023~~098			32,466,050
Accumulated deficit		(5152,~~387~~267,~~177~~170	)		(46,930,296	)
Total stockholders’ deficit		(5,302,066	)		(1,849,159	)
Total stockholders’ equity (deficit)		(6,173,984	)		(1,849,159	)
Total liabilities and stockholders’ deficit	$	5,462,161		$	5,786,771
Total liabilities and stockholders’ equity (deficit)	$	1,228,300		$	5,786,771

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

High Wire Networks, Inc.

Condensed consolidated statements of operations

(Unaudited)

	For the three months ended						For the ~~six~~nine months ended
	June 30,						June 30,
	September 30,						September 30,
	2025			2024			2025			2024
Revenue	$	~~2,256,454~~-		$	~~1,937,618~~-		$	~~4,428,080~~-		$	~~3,999,121~~-
Operating expenses:
Operating expenses :
Cost of revenue		1,604,496			1,146,444			3,014,550			2,268,462
Salaries and wages		8,075			263,561			26,946			679,805
Depreciation and amortization		183,215			233,523			367,429			421,861
General and administrative		10,644			81,675			169,821			465,847
Salaries and wages		872,558			2,031,484			1,891,167			3,351,703
Total operating expenses		18,719			345,236			196,767			1,145,652
General and administrative		985,367			1,529,881			1,865,629			2,488,134
Loss from operations		(18,719	)		(345,236	)		(196,767	)		(1,145,652	)
Total operating expenses		3,645,636			4,941,332			7,138,775			8,530,160
Loss from operations		(1,389,182	)		(3,003,714	)		(2,710,695	)		(4,531,039	)
Other income (expense):
Interest expense		(~~421~~305,~~486~~701	)		(~~744~~50,~~037~~195	)		(~~582~~887,~~071~~771	)		(~~987~~1,~~073~~037,268	)
Amortization of debt discounts		(~~159~~25,~~103~~913	)		(~~423~~66,~~876~~907	)		(~~830~~856,~~331~~244	)		(~~856~~923,~~810~~717	)
Warrant expense		-			~~(19,140~~-	)		-			(233,877	)
Gain on change in fair value of warrant liabilities		693,~~467~~200			~~(12~~4,~~200~~880	)		7679,~~787~~987			~~229~~234,~~793~~673
Loss on settlement of debt		-			(~~467~~334,~~060~~344	)		-			(~~467~~334,~~060~~344	)
Exchange loss		-			(12,974	)		-			(27,862	)
Gain on extinguishment of warrant liabilities		-			-			-			921,422
Gain on extinguishment of warrant liabilities		-			921,422						921,422
Termination and penalty fee		-			-			(410,571	)		(100,000	)
Total other (expense)		(511,122	)		(757,865	)		(1,746,186	)		(1,521,467	)
Other (expense) income		-			(50,000	)		-			(50,000	)
Net loss from continuing operations before income taxes		(1,900,304	)		(3,761,579	)		(4,456,881	)		(6,052,506	)
Total other (expense)		(328,414	)		(496,566	)		(2,074,599	)		(1,523,111	)
Net loss from continuing operations before income taxes		(347,133	)		(841,802	)		(2,271,366	)		(2,668,763	)
Provision for income taxes		-			-			-			-
Net loss from continuing operations		(1347,~~900,304~~133	)		(3841,~~761,579~~802	)		(42,~~456~~271,~~881~~366	)		(62,~~052~~668,~~506~~763	)
Net income from discontinued operations, net of tax		-			7,860,514			-			9,737,003
Net (loss) income from discontinued operations, net of tax		(532,860	)		(828,637	)		(3,065,507	)		4,682,821
Net loss attributable to High Wire Networks, Inc. common shareholders	$	(1,900,304	)	$	4,098,935		$	(4,456,881	)	$	3,684,497
Net (loss) income attributable to High Wire Networks, Inc. common shareholders	$	(879,993	)	$	(1,670,439	)	$	(5,336,873	)	$	2,014,058
Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, basic:
Net loss from continuing operations	$	(10.8331	)	$	(30.9187	)	$	(42.3823	)	$	(62.2977	)
Net income from discontinued operations, net of taxes	$	-		$	8.17		$	-		$	10.12
Net income (loss) from discontinued operations, net of taxes	$	(0.48	)	$	(0.86	)	$	(3.01	)	$	4.86
Net income (loss) per share	$	(10.8379	)	$	4(1.2673	)	$	(45.3825	)	$	32.8309
Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, diluted:
Net loss from continuing operations	$	(10.8331	)	$	(30.4687	)	$	(42.3823	)	$	(52.5649	)
Net income (loss) from discontinued operations, net of taxes		-(0.48	)	$	7(0.2286	)		-(3.01	)	$	84.9537
Net income (loss) per share	$	(10.8379	)	$	3(1.7773	)	$	(45.3825	)	$	31.3988
Weighted average common shares outstanding
Weighted average common shares outstanding Basic		1,119,665			963,650			1,017,209			962,765
Basic		1,035,704			962,482			1,017,209			962,318
Diluted		1,119,665			963,650			1,017,209			1,072,250
Diluted		1,035,704			1,088,206			1,017,209			1,088,043

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

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~~Additional ~~H preferred stock~~paid-in			Accumulated			~~Additional paid-in~~			~~Accumulated~~
	Shares		$		Shares		$		Shares		$		Shares		$		Shares		$		~~Shares~~capital			$deficit			~~capital~~Total			~~deficit~~			~~Total~~
Balances, January 1, 2024		959,508	$	10		943	$	7,745,643		311	$	4,869,434		-	$	-		-	$	-	$	-31,180,754		$	-(46,545,470	)	$	31(2,~~180~~749,~~754~~629	)	$	~~(46,545,470~~	)	$	~~(2,749,629~~	)
Issuance of common stock and warrants upon issuance of debt		2,974		-		-		-		-		-		-		-		-		-		-56,286			-			56,286			-			~~56,286~~
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-136,100			-			136,100			-			~~136,100~~
Net loss for the period		-		-		-		-		-		-		-		-		-		-		-			-(414,438	)		-(414,438	)		~~(414,438~~	)		~~(414,438~~	)
Ending balance, March 31, 2024		962,482		10		943		7,745,643		311		4,869,434		-		-		-		-		-31,373,140			-(46,959,908	)		31(2,~~373~~971,~~140~~681	)		~~(46,959,908~~	)		~~(2,971,681~~	)
Issuance of warrants		-		-		-		-		-		-		-		-		-		-		-353,484			-			353,484			-			~~353,484~~
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-298,746			-			298,746			-			~~298,746~~
Net income for the period		-		-		-		-		-		-		-		-		-		-		-			-4,098,935			-4,098,935			~~4,098,935~~			~~4,098,935~~
Ending balance, June 30, 2024		962,482	$	10		943	$	7,745,643		311	$	4,869,434		-	$	-		-	$	-		-32,025,370		$	-(42,860,973	)	$	321,~~025~~779,~~370~~484		$	~~(42,860,973~~	)	$	~~1,779,484~~
Balances, January 1, 2025		970,319	$	10		943	$	7,745,643		311	$	4,869,434		-	$	-		-	$	-		-		$	-		$	32,466,050		$	(46,930,296	)	$	(1,849,159	)
Issuance of shares to employee		3,837		-		-		-		-		-		-		-		-		-		40,000			-			40,000
Issuance of common stock pursuant to equity line of credit		34,286		-		-		-		-		-		-		-		-		-		-			-			260,571			-			260,571
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		204,960			-			204,960
Issuance of Series F preferred stock and warrants in connection with debt		-		-		-		-		-		-		90		-		-		-		-			-			427,531			-			427,531
Net loss for the period		-		-		-		-		-		-		-		-		-		-		-			(1,670,439	)		(1,670,439	)
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-			-			10,797			-			10,797
Ending balance, September 30, 2024		966,319	$	10		943	$	7,745,643		311	$	4,869,434		-	$	-		-	$	-	$	32,270,330		$	(44,531,412	)	$	354,005
Net loss for the period		-		-		-		-		-		-		-		-		-		-		-			-			-			(2,556,577	)		(2,556,577	)
Balances, January 1, 2025		970,319	$	10		943	$	7,745,643		311	$	4,869,434		-	$	-		-	$	-	$	32,466,050		$	(46,930,296	)	$	(1,849,159	)
Ending balance, March 31, 2025		1,004,605		10		943		7,745,643		311		4,869,434		90		-		-		-		-			-			33,164,949			(49,486,873	)		(3,706,837	)
Issuance of common stock pursuant to equity line of credit		34,286		-		-		-		-		-		-		-		-		-		260,571			-			260,571
Issuance of common stock in connection with debt		48,856		-		-		-		-		-		-		-		-		-		-			-			57,000			-			57,000
Issuance of Series F preferred stock and warrants in connection with debt		-		-		-		-		-		-		90		-		-		-		427,531			-			427,531
Exercise of warrant		66,204		1		-		-		-		-		-		-		-		-		-			-			(1	)		-			-
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		10,797			-			10,797
Issuance of Series G preferred stock		-		-		-		-		-		-		-		-		250		-		-			-			240,000			-			240,000
Net loss for the period		-		-		-		-		-		-		-		-		-		-		-			(2,556,577	)		(2,556,577	)
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-			-			8,075			-			8,075
Ending balance, March 31, 2025		1,004,605		10		943		7,745,643		311		4,869,434		90		-		-		-		33,164,949			(49,486,873	)		(3,706,837	)
Net loss for the period		-		-		-		-		-		-		-		-		-		-		-			-			-			(1,900,304	)		(1,900,304	)
Issuance of common stock in connection with debt		48,856		-		-		-		-		-		-		-		-		-		57,000			-			57,000
Ending balance, March 31, 2025		1,119,665	$	11		943	$	7,745,643		311	$	4,869,434		90	$	-		250	$	-		-		$	-		$	33,470,023		$	(51,387,177	)	$	(5,302,066	)
Exercise of warrant		66,204		1		-		-		-		-		-		-		-		-		(1	)		-			-
Issuance of Series G preferred stock		-		-		-		-		-		-		-		-		250		-		240,000			-			240,000
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		8,075			-			8,075
Net loss for the period		-		-		-		-		-		-		-		-		-		-		-			(1,900,304	)		(1,900,304	)
Ending balance, June 30, 2025		1,119,665		11		943		7,745,643		311		4,869,434		90		-		250		-		33,470,023			(51,387,177	)		(5,302,066	)
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		8,075			-			8,075
Net loss for the period		-		-		-		-		-		-		-		-		-		-		-			(879,993	)		(879,993	)
Ending balance, September 30, 2025		1,119,665	$	11		943	$	7,745,643		311	$	4,869,434		90	$	-		250	$	-	$	33,478,098		$	(52,267,170	)	$	(6,173,984	)

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

High Wire Networks, Inc.

Condensed consolidated statements of cash flows

(Unaudited)

	For the six months ended
	For the nine months ended
	June 30,
	September 30,
	2025			2024
				(As restated)
Cash flows from operating activities:
Net loss from continuing operations	$	(42,~~456~~271,~~881~~366	)	$	(62,~~052~~668,~~506~~763	)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Amortization of debt discounts		~~830~~856,~~331~~244			~~856~~923,~~810~~717
Interest on convertible note		240,970			-
Default penalty on convertible note		240,970			-
Depreciation and amortization		~~367,429~~-			~~421,861~~-
Amortization of operating lease right-of-use assets		5380,~~636~~930			5177,~~232~~279
Stock-based compensation related to stock options		1826,~~872~~947			~~434~~639,~~846~~806
Gain on change in fair value of warrant liabilities		(76,787	)		(229,793	)
Stock-based compensation related to employee stock issuance					40,000
Issuance of common stock pursuant to equity line of credit		260,571
Gain on change in fair value of warrant liabilities		(79,987	)		(234,673	)
Issuance of common stock pursuant to equity line of credit		260,571			-
Warrant expense		-			233,877
Penalty fee		-			100,000
Loss on settlement of debt		-			~~467~~334,~~060~~344
Gain on extinguishment of warrant liabilities		-			(921,422	)
Changes in operating assets and liabilities:
Accounts receivable		~~(266,562~~-	)		~~(2,224,013~~-	)
Prepaid expenses and other current assets		611,~~199~~400			~~(121,140~~-	)
Accounts payable and accrued liabilities		1,~~624~~460,~~193~~622			1(866,~~031,330~~507	)
Contract liabilities		~~52,962~~-			~~997,241~~-
Operating lease liabilities		(5381,~~590~~816	)		(4874,~~459~~028	)
Net cash used in operating activities of continuing operations		(1,343,657	)		(5,003,076	)
Net cash provided by (used in) operating activities of continuing operations		494,515			(2,416,370	)
Net cash provided by operating activities of discontinued operations		-			2,652,515
Net cash provided by (used in) operating activities of discontinued operations		(1,781,036	)		(3,197,152	)
Net cash used in operating activities		(1,~~343~~286,~~657~~521	)		(25,~~350~~613,~~561~~522	)
Cash received from sale of technology services business unit		-			9,780,307
Purchase of fixed assets		-			(13,324	)
Net cash (used in) provided by investing activities of continuing operations		-			9,780,307
Net cash provided by investing activities		-			9,766,983
Net cash (used in) provided by investing activitie of discontinued operations		-			(13,192	)
Net cash (used in) provided by investing activities		-			9,767,115
Cash flows from financing activities:
Proceeds from loans payable to related parties		342,000			-
Repayments of loans payable to related parties		(250,000	)		(70101,~~000~~601	)
Proceeds from loans payable		~~722~~797,869			2,676,047
Repayments of loans payable		(~~730~~753,~~120~~348	)		(3,~~315~~821,~~532~~582	)
Proceeds from convertible debentures		910,000			431,150
Repayments of convertible debentures		-			(1,~~919~~975,~~403~~951	)
Proceeds from factor financing		-			6,673,090
Repayments of factor financing		-			(8,034,746	)
Proceeds from issue of Series G preferred stock		240,000			-
Net cash (used in) provided by financing activities of continuing operations		1,~~234~~286,~~749~~521			(34,~~559~~153,~~394~~593	)
Net cash used in financing activities of discontinued operations		-			-
Net cash (used in) provided by financing activities		1,~~234~~286,~~749~~521			(34,~~559~~153,~~394~~593	)
Net change in cash		~~(108,908~~-	)		~~3,857,028~~-
Cash, beginning of period		~~220,824~~-			~~328,282~~-
Cash, end of period	$	~~111,916~~-		$	~~4,185,310~~-
Supplemental disclosures of cash flow information:
Cash paid for interest	$	252,890		$	~~632~~1,~~149~~193,002
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities:
Original issue discounts on loans payable and convertible debentures	$	742,052		$	58,520
Issuance of Series E preferred stock in connection with debt	$	427,531		$	-
Issuance of common stock and warrants upon issuance of debt	$	-		$	56,286
Issuance of common stock to employee	$	-		$	40,000
Assets disposition	$	5,124,468		$	-
Liabilities disposition	$	4,038,852		$	-
Investment in preferred stock in exchange of disposition of assets and liabilities	$	1,120,000		$	-

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

High Wire Networks, Inc.

Notes to the unaudited condensed consolidated financial statements

~~June~~ September 30, 2025

Organization

HWN, Inc., (d/b/a High Wire Network Solutions, Inc.) (“HWN” or the “Company”) was incorporated in Delaware on January 20, 2017. The Company is a global provider of managed cybersecurity and managed networks delivered exclusively through a channel sales model. The Company’s 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 and JTM Electrical Contractors, Inc. (“JTM”), an Illinois Corporation, entered into an operating agreement through which High Wire owned 50% of JTM.

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 50% interest in JTM, which qualified for discontinued operations treatment.

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 80% owned by the Company and 20% owned by John Peterson.

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.

6On 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 remaining operating assets of its cybersecurity and voice network business units.

2● OW Cyber LLC, a subsidiary of Tego Cyber, acquired substantially all assets of HWN, Inc., ~~Significant~~the ~~Accounting~~Company’s ~~Policies~~managed cybersecurity services division, for total consideration of 750,000 shares of Tego Cyber’s Series B preferred stock and assumption of certain liabilities.

~~Condensed Financial~~● ~~Statements~~Secure Voice LLC, a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp, the Company’s wholesale network services subsidiary, for total consideration of 250,000 shares of Tego Cyber’s Series B preferred stock and assumption of certain liabilities.

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.6

~~The preparation~~In ofconnection ~~financial~~with ~~statements~~these intransactions, ~~accordance~~Helena ~~with~~Global ~~accounting~~Investment ~~principles~~Opportunities ~~generally~~1 ~~accepted~~Ltd. (“Helena”), the Company’s senior secured lender, released its security interest in the ~~United~~specific ~~States~~assets ~~requires~~conveyed ~~management~~ to ~~make~~Tego ~~estimates~~Cyber ~~and~~in ~~assumptions~~exchange ~~that~~for ~~affect~~$300,000 ~~the~~stated ~~amounts~~value ~~reported.~~of ~~Actual~~Series ~~results~~A ~~could~~preferred ~~differ~~stock ~~materially~~of ~~from~~Tego ~~those~~Cyber ~~estimates~~Inc. ~~The results~~as partial satisfaction of ~~operations~~the ~~and~~Company’s ~~cash~~outstanding ~~flows~~secured ~~for~~debt. ~~the~~Helena ~~periods~~retained ~~shown~~its ~~are~~senior ~~not~~perfected ~~necessarily~~security ~~indicative~~interest ofin all remaining assets until the ~~results~~remaining tobalance beof ~~expected~~$150,000 ~~for~~is ~~the~~repaid in full ~~year~~.

~~Basis~~Following these divestitures, ofthe ~~Presentation/Principles~~Company ofno ~~Consolidation~~longer maintains active operating subsidiaries or revenue-generating business units and is evaluating future strategic alternatives.

~~These unaudited condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States~~2. ~~These~~Significant ~~unaudited~~Accounting 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 80% ownership. OCL had no operations in 2025 or 2024. Policies

~~All inter-company~~Condensed ~~balances~~Financial ~~and transactions have been eliminated.~~Statements

~~Use~~In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments of ~~Estimates~~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 ~~conformity~~accordance with ~~U.S.~~accounting principles generally accepted ~~accounting~~in ~~principles~~the United States requires management to make estimates ~~and~~ 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~~Actual 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 ofcould ~~which~~differ ~~form~~materially ~~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~~those ~~sources~~estimates. The ~~actual~~ results ~~experienced~~of ~~by the Company~~operations ~~may differ materially~~ and ~~adversely~~cash ~~from~~flows ~~the~~for ~~Company’s estimates. To~~ the ~~extent~~periods ~~there~~shown are ~~material~~not ~~differences~~necessarily ~~between~~indicative ~~the~~of ~~estimates and~~ the ~~actual~~ results, ~~future~~to ~~results~~be ofexpected ~~operations~~for ~~will~~the befull ~~affected~~year.

~~Cash and~~Basis ~~Cash~~of ~~Equivalents~~Presentation/Principles of Consolidation

~~The~~These unaudited condensed ~~Company~~consolidated ~~considers~~financial ~~all~~statements ~~highly~~and ~~liquid~~related ~~instruments~~notes are presented in accordance with ~~maturity~~accounting ofprinciples ~~three~~generally ~~months~~accepted orin ~~less~~the United atStates. These unaudited condensed consolidated financial statements include the ~~time~~accounts of ~~issuance~~the toCompany beas ~~cash~~well ~~equivalents~~as High Wire and its subsidiaries, SVC and OCL. All subsidiaries are wholly-owned.

~~Accounts~~All inter-company balances ~~Receivable~~and transactions have been eliminated.

~~Trade accounts~~Use 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 $214,474 and $171,444, respectively.Estimates

7The 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.

~~Property~~ Cash and ~~Equipment~~Cash Equivalents

~~Property and~~The ~~equipment~~Company ~~are~~considers ~~stated~~all highly atliquid ~~cost.~~instruments ~~The~~with ~~Company~~maturity ~~depreciates the cost~~ of ~~property~~three ~~and~~months ~~equipment~~or ~~over~~less ~~their~~at ~~estimated~~the ~~useful~~time ~~lives~~of atissuance ~~the following~~to ~~annual~~be ~~rates:~~cash equivalents.

Computers and office equipment		3-7 years straight-line basis
Vehicles		3-5 years straight-line basis
Leasehold improvements		5 years straight-line basis
Software		5 years straight-line basis
Machinery and equipment		5 years straight-line basis

Accounts Receivable

~~Goodwill~~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 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.7

~~During~~Property ~~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.Equipment

~~Intangible~~Property and equipment are ~~Assets~~stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates:

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 10 years.

Computers and office equipment		3-7 years straight-line basis
Vehicles		3-5 years straight-line basis
Leasehold improvements		5 years straight-line basis
Software		5 years straight-line basis
Machinery and equipment		5 years straight-line basis

The Company ~~periodically~~sold ~~evaluates~~substantially ~~the~~all ~~reasonableness~~ of ~~the~~its ~~useful~~property ~~lives~~and ofequipment ~~these assets. Once these assets are fully amortized, they are~~as ~~removed~~part ~~from~~of the ~~accounts.~~asset ~~These~~divestitures ~~assets~~completed ~~are~~in ~~reviewed~~August ~~for~~2025 ~~impairment~~(refer orto ~~obsolescence~~Note ~~when~~3). ~~events~~Following orthese ~~changes~~transactions, ~~in circumstances indicate that~~ the ~~carrying~~Company ~~amount~~does ~~may~~ not behold ~~recoverable. If impaired, intangible assets are written down to fair value based on discounted cash~~any ~~flows~~property orand ~~other~~equipment ~~valuation~~as ~~techniques.~~of ~~The~~September ~~Company~~30, ~~has no intangibles with indefinite lives~~2025.

~~The Company~~Any ~~reviews~~remaining ~~its~~balances ~~long-lived~~associated ~~assets~~with ~~for~~disposed ~~impairment~~assets ~~whenever~~were ~~events or changes~~ included in ~~circumstances indicate that~~ the ~~carrying~~calculation ~~amount may~~of ~~not~~gain beor ~~recoverable.~~loss ~~This assessment was based~~ on ~~management’s~~sale ~~estimates~~ of ~~future~~business ~~performance,~~units ~~industry conditions,~~ and ~~other~~ ~~relevant~~are ~~qualitative~~presented ~~factors. Based on this evaluation, management identified certain indicators of potential impairment~~ as ~~of June~~part ~~30, 2025; however, based on its evaluation, the Company determined that the carrying amounts~~ of ~~its~~discontinued ~~long-lived assets were recoverable~~operations. ~~No impairment losses were recognized during the six months ended June 30, 2025 and 2024.~~

8Goodwill

~~Long-lived~~The Company has two reporting ~~Assets~~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.

~~In accordance~~During ~~with~~the ~~Financial~~nine ~~Accounting~~months ~~Standards~~ended September ~~Board (“FASB”) Accounting Standards Codification (“ASC”) 360~~30, ~~“Property,~~ ~~Plant~~2025 and ~~Equipment”~~2024, the Company ~~tests~~evaluated ~~long-lived~~whether ~~assets~~events or ~~asset groups for recoverability when events or changes in~~ circumstances ~~indicate~~indicated that ~~their~~it ~~carrying~~was ~~amount~~more ~~may~~likely ~~not~~than ~~be recoverable. Circumstances which could trigger a review include, but are~~ not ~~limited~~that ~~to: significant decreases in~~ the ~~market price of the asset; significant adverse changes in the business climate or~~fair ~~legal~~value ~~factors; accumulation~~ of ~~costs~~any ~~significantly~~reporting inunit ~~excess~~was ofbelow ~~the~~its carrying amount. ~~originally~~This ~~expected~~assessment ~~for~~was ~~the~~based ~~acquisition~~on ormanagement’s ~~construction~~estimates of ~~the~~ ~~asset;~~future ~~current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated~~performance, ~~with~~industry ~~the~~conditions, ~~use of the asset;~~ and ~~current~~other ~~expectation~~relevant ~~that~~qualitative ~~the~~factors. ~~asset~~Based ~~will~~on ~~more~~this ~~likely~~evaluation, ~~than~~management ~~not~~identified becertain ~~sold~~indicators orof ~~disposed significantly before~~potential ~~the~~impairment ~~end~~as of ~~its~~June ~~estimated~~30, ~~useful~~2025; ~~life.~~however, ~~Recoverability is assessed~~ based on ~~the carrying amount of the asset and~~ its ~~fair value~~evaluation, ~~which is~~no ~~generally~~goodwill ~~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~~losses iswere recognized ~~when~~for the ~~carrying~~interim ~~amount is not recoverable~~periods ~~and exceeds fair value~~presented. ~~There were no impairment charges during the six months ended June 30, 2025 and 2024.~~

~~Income~~In August 2025, the Company completed the sale of substantially all ~~Taxes~~of its operating assets, including the HWN and SVC reporting units, to subsidiaries of Tego Cyber Inc.. As a result of these divestitures, all goodwill associated with the Company’s reporting units was disposed of in connection with the sale transactions.

~~The Company~~As 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~~September ~~differences between the financial reporting and tax bases of assets and liabilities~~30, ~~and for operating loss and tax credit~~2025, ~~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~~had ano ~~valuation~~remaining ~~allowance~~goodwill torecorded ~~reduce~~on ~~deferred~~its ~~tax~~consolidated ~~assets~~balance ~~to the amount that is believed more likely than not to be realized~~sheet.

~~The Company~~Intangible 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.Assets

~~Significant management~~At ~~judgment~~December ~~is required in determining the provision for income taxes~~31, ~~and in particular~~2024, ~~any valuation allowance recorded against~~definite-lived ~~the~~intangible ~~Company’s deferred tax~~ assets. ~~Deferred~~consisted ~~tax~~primarily ~~assets~~of ~~are~~tradenames ~~regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards~~ and ~~deductible~~customer ~~temporary differences~~relationships, which ~~should~~were ~~reduce~~being ~~taxable income~~amortized inover ~~future~~their ~~periods.~~estimated ~~The~~useful lives ~~realization~~ of ~~these~~ten ~~assets is dependent on generating future taxable income~~years.

~~The Company~~During ~~follows~~ the ~~guidance~~quarter ~~set~~ended ~~forth~~September ~~within~~30, ~~ASC 740~~2025, ~~“Income Taxes” which prescribes a two-step process for~~ the ~~financial~~ ~~statement~~Company ~~recognition~~disposed ~~and measurement~~ of ~~income~~its ~~tax positions taken or expected to be taken in an income tax return. The first~~remaining ~~step~~operating ~~evaluates~~subsidiaries-HWN anand ~~income~~SVC ~~tax position~~ in ~~order~~connection towith ~~determine whether it is more likely than not that~~ the ~~position~~sale ~~will~~of besubstantially ~~sustained~~all ~~upon examination,~~operating ~~based~~assets on(see ~~the~~Note ~~technical merits of the position~~3). The ~~second~~tradenames ~~step~~and customer ~~measures~~relationships ~~the~~associated ~~benefit~~with tothese besubsidiaries ~~recognized~~were included in the ~~financial~~asset ~~statements for~~sales ~~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~~accordingly, ~~disclosure~~the ~~and~~related ~~transition.~~intangible ~~Penalties~~assets and ~~interest,~~accumulated ifamortization ~~incurred,~~were ~~would~~derecognized ~~be recorded~~ as ~~a component~~ of ~~current~~the ~~income~~transaction ~~tax expense~~date.

~~Prior~~The Company periodically toevaluates ~~2021,~~the reasonableness of the ~~Company~~useful ~~had~~lives ~~elected~~of toits beintangible ~~treated~~assets. asFully aamortized ~~Subchapter~~assets Sare ~~Corporation~~removed from the accounts. Intangible assets are reviewed for ~~income~~impairment ~~tax~~or ~~purposes,~~obsolescence ~~and~~whenever asevents ~~such~~or ~~recognized~~changes noin ~~income~~circumstances indicate that the carrying amounts may ~~tax~~not ~~liability~~be recoverable. If impairment indicators are identified, intangible assets are written down to fair value based on discounted cash flows or ~~benefit~~other valuation techniques.

9Following the completion of the asset sales, the Company no longer had any remaining intangible assets as of September 30, 2025. No impairment losses were recognized during the nine months ended September 30, 2025 and 2024.

~~Revenue Recognition~~Long-lived Assets

~~The~~In accordance with Financial ~~Company~~Accounting ~~recognizes~~Standards ~~revenue~~Board ~~based~~(“FASB”) onAccounting Standards Codification (“ASC”) 360, “Property, Plant and Equipment”, the ~~five~~Company ~~criteria~~tests long-lived assets or asset groups for ~~revenue~~recoverability ~~recognition~~when ~~established~~events ~~under~~or ~~ASC~~changes ~~606~~in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, ~~“Revenue~~but ~~from~~are ~~Contracts~~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 ~~Customers”:~~a 1)history ~~identify~~of losses or a forecast of continuing losses associated with the ~~contract,~~use 2)of ~~identify~~the ~~separate~~asset; ~~performance~~and ~~obligations,~~current expectation 3)that ~~determine~~the asset will more likely than not be sold or disposed significantly before the ~~transaction~~end ~~price,~~of its estimated useful life. Recoverability 4)is ~~allocate~~assessed based on the ~~transaction~~carrying ~~price~~amount ~~among~~of the ~~performance~~asset ~~obligations~~and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and 5)the ~~recognize~~eventual ~~revenue~~disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the ~~performance~~carrying ~~obligations~~amount ~~are~~is ~~satisfied~~not recoverable and exceeds fair value. There were no impairment charges during the three and nine months ended September 30, 2025 and 2024.

~~Contract Types~~8

~~The Company’s~~Investment ~~contracts~~in ~~fall~~Equity 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.Securities

~~A significant~~As ~~portion~~part of the August 13, 2025 disposition, the Company’s ~~revenues~~received ~~come~~1,000,000 shares ~~from~~of ~~customers~~Series ~~with~~B ~~whom~~Preferred ~~the~~Stock ~~Company~~of ~~has~~Tego Cyber as consideration. The Series B Preferred Stock represents a ~~master~~non-controlling ~~service~~interest of ~~agreement~~less ~~(“MSA”)~~than 20% in Tego Cyber Inc. ~~These~~, ~~MSA’s~~and ~~generally~~the ~~contain~~Company ~~customer~~does ~~specific~~not ~~service~~exert ~~requirements~~significant influence over Tego’s financial or operational policies.

~~Performance~~The investment is accounted ~~Obligations~~for in accordance with ASC 321, Investments – Equity Securities. As the Series B Preferred Stock does not have a readily determinable fair value and does not qualify for the net asset value (NAV) practical expedient, the Company has elected the measurement alternative. Under this method, the investment is carried at cost, adjusted for any impairments and observable price changes in orderly transactions for the identical or similar investment of the same issuer.

~~A performance~~As ~~obligation~~of isSeptember a30, ~~promise~~2025, ~~in a contract to transfer a distinct good or service to~~ the ~~customer,~~investment ~~and~~ is ~~the~~recorded ~~unit~~at of$1,120,000, ~~account~~which inreflects ~~the~~its ~~new~~original ~~revenue~~fair ~~standard.~~value ~~The contract transaction price is allocated to each distinct performance obligation and recognized~~ as ~~revenue when,~~calculated orper ~~as,~~ the ~~performance~~disposition ~~obligation~~(see isNote ~~satisfied~~3). ~~For~~The ~~the~~ Company’s ~~different~~evaluates ~~revenue~~the ~~service~~investment ~~types,~~each ~~the~~reporting ~~performance obligation~~period isfor ~~satisfied~~impairment atand ~~different~~for ~~times.~~observable ~~For~~price ~~professional~~changes ~~services~~that ~~revenue,~~would ~~the~~require ~~performance~~an ~~obligation~~adjustment isto ~~met when~~ the ~~work~~carrying ~~is performed~~amount. ~~In certain~~No ~~cases,~~adjustments ~~this~~were ~~may~~recorded during bethe ~~each~~three ~~day~~ or ~~each~~nine ~~week,~~months ~~depending~~ended onSeptember ~~the customer. For construction services~~30, ~~the performance obligation is met when the work is completed and the customer has approved the work~~2025.

~~Revenue Service~~Income ~~Types~~Taxes

The Company accounts for ~~following~~income istaxes ausing ~~description~~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’s ~~revenue~~records ~~service~~a ~~types:~~valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

●The ~~Managed~~Company ~~Services:~~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 ~~Managed~~Company ~~Services~~determines ~~Segment~~its ~~encompasses~~filing ~~all~~obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of ~~our~~federal ~~recurring~~and ~~revenue~~provincial ~~businesses~~income ~~including~~taxes ~~our~~by ~~Overwatch~~Canadian ~~Managed~~tax ~~Cybersecurity~~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, ~~all~~the ~~network~~open ~~managed~~taxation ~~services~~years range from 2020 to 2024. In certain circumstances, ~~all~~the ~~managed~~U.S. ~~services~~federal ~~performed~~statute ~~under~~of alimitations ~~Statement~~can reach beyond the standard three year period. U.S. state statutes of ~~Work~~limitations ~~(SoW)~~for income tax assessment vary from state to state. Tax authorities of the U.S. have not audited any of the Company’s, ~~and~~or its subsidiaries’, income tax returns for the open taxation years noted above.

●Significant ~~SVC,~~management ~~which~~ judgment is arequired ~~wholesale~~in ~~network~~determining ~~services~~the ~~provider~~provision ~~with~~for ~~network~~income ~~footprint~~taxes, and in particular, any valuation allowance recorded against the ~~Northeast~~Company’s deferred ~~United~~tax ~~States~~assets. ~~This~~Deferred ~~network~~tax ~~carries~~assets ~~VoIP~~are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and ~~other~~deductible ~~traffic~~temporary ~~for~~differences, ~~other~~which ~~service~~should ~~providers~~reduce ~~revenue~~taxable income in future periods. The realization of these assets is dependent on generating future taxable income.

~~Disaggregation~~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 ~~Revenues~~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.

~~The~~ Prior to 2021, the Company had ~~disaggregates~~elected ~~its~~to ~~revenue~~be bytreated ~~operating~~as ~~segment~~a ~~(refer~~Subchapter toS ~~Note~~Corporation ~~15,~~for ~~Segment~~income ~~Disclosures~~tax purposes, ~~for~~and ~~additional~~as ~~information)~~such recognized no income tax liability or benefit.

~~Contract Assets and Liabilities~~9

~~Contract assets~~Revenue 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.Recognition

~~Contract~~The Company recognizes revenue ~~liabilities~~based ~~include~~on ~~payment~~the ~~received~~five criteria for ~~incomplete~~revenue ~~performance~~recognition ~~obligations~~established ~~and~~under ~~are~~ASC ~~included~~606, in“Revenue ~~contract~~from ~~liabilities~~Contracts onwith ~~the unaudited~~Customers”: ~~condensed~~1) ~~consolidated~~identify ~~balance~~the ~~sheets.~~contract, At2) ~~June~~identify 30separate performance obligations, ~~2025~~3) ~~and~~determine ~~December 31,~~the ~~2024~~transaction price, ~~contract~~4) ~~liabilities~~allocate ~~totaled~~the ~~$78~~transaction price among the performance obligations,~~106~~ and ~~$25,144,~~5) ~~respectively~~recognize revenue as the performance obligations are satisfied.

~~Cost of~~Contract ~~Revenues~~Types

~~Cost of~~The ~~revenues~~Company’s ~~includes~~contracts fall ~~all~~under ~~direct~~two ~~costs~~main oftypes: ~~providing~~1) ~~services~~fixed-price ~~under~~and ~~the~~2) ~~Company’s~~time-and-materials. Fixed-price contracts, ~~including~~are ~~costs~~based ~~for~~on ~~direct~~purchase ~~labor~~order ~~provided~~line items that byare ~~employees,~~billed ~~services~~on byindividual ~~independent~~invoices ~~subcontractors,~~as ~~operation~~the ofproject ~~capital~~progresses ~~equipment,~~and ~~direct~~milestones are reached. Time-and-materials, ~~insurance~~contracts ~~claims~~include employees working on an as needed basis at customer locations and ~~other~~materials ~~direct~~ costs incurred by those employees.

10A 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.

~~Research and~~Performance ~~Development Costs~~Obligations

~~Research~~A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and ~~development~~is ~~costs~~the ~~are~~unit ~~expensed~~of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as ~~incurred~~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.

~~Stock-based Compensation~~Revenue Service Types

The ~~Company~~ ~~records~~following ~~stock-based~~was ~~compensation~~a indescription ~~accordance~~of ~~with ASC 718, “Compensation – Stock Compensation”, using~~ the ~~fair~~Company’s ~~value~~revenue ~~method. All transactions in which goods or services are the consideration received for the issuance of equity instruments~~service ~~are~~types ~~accounted~~prior ~~for~~to ~~based on~~ the ~~grant~~Tego ~~date~~Cyber ~~fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.~~disposition;

~~The Company~~● ~~accounts~~Managed ~~for~~Services ~~stock-based~~are ~~compensation~~services ~~awards~~provided ~~issued~~ to ~~non-employees~~the ~~for~~clients ~~services,~~where asthe ~~prescribed~~Company bymonitors, ~~ASC 718~~maintains, athandles ~~either~~break/fix ~~the~~issues ~~grant date~~and ~~fair~~protects ~~value~~customer ofnetworks. ~~the~~The ~~services~~Managed ~~rendered~~Services orSegment encompasses all of the ~~instruments~~Company’s ~~issued~~recurring inrevenue ~~exchange~~businesses ~~for~~including ~~such~~Overwatch ~~services~~Managed Security, ~~whichever~~all isnetwork ~~more~~managed ~~readily determinable~~services, ~~using~~ ~~the~~all ~~measurement~~managed ~~date~~services ~~guidelines~~performed ~~enumerated~~under ina ~~Accounting~~Statement ~~Standards~~of ~~Update~~Work (~~“ASU”~~SoW), ~~2018-07.~~and ~~In accordance with ASU 2016-09,~~ the Company’s ~~accounts~~SVC ~~for forfeitures as they occur~~revenue.

~~The Company~~Disaggregation ~~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.Revenues

~~(Loss)~~The Company disaggregates ~~Income~~its ~~per~~revenue ~~Share~~by operating segment (refer to Note 15, Segment Disclosures, for additional information).

~~The~~Contract ~~Company~~Assets ~~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 1,623,188 and 561,197 common stock equivalents outstanding.Liabilities

~~Leases~~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 September 30, 2025 and December 31, 2024, the Company did not have any contract assets.

~~ASC 842,~~Contract ~~“Leases” requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease~~ liabilities. ~~ROU~~include ~~assets~~payment ~~represent~~received ~~the Company’s right to use underlying assets~~ for ~~the~~incomplete ~~lease~~performance ~~terms~~ obligations and ~~lease~~are ~~liabilities represent~~included ~~the~~in ~~Company’s~~contract ~~obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease~~ liabilities ~~are recognized based~~ on the ~~present~~unaudited ~~value~~condensed ~~and~~consolidated ~~future~~balance ~~minimum lease payments over the lease term at commencement date~~sheets. ~~As the~~At ~~Company’s~~September ~~leases do not provide an implicit rate~~30, ~~the~~2025 ~~Company~~and ~~uses~~December ~~its estimated incremental borrowing rate based on the information~~31, ~~available~~2024, ~~at commencement date in determining~~ the ~~present value of lease payments. Certain of the~~ Company’s ~~lease~~did ~~agreements~~not ~~contain options~~have toany ~~renew~~contract ~~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~~Cost ~~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.Revenues

11Cost 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.

~~Going Concern Assessment~~10

~~Management assesses~~Research ~~going concern uncertainty in the Company’s unaudited condensed consolidated financial statements to determine whether there is sufficient cash on hand~~ and ~~working~~Development 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.Costs

~~The Company~~Research ~~generated operating losses in the six months ended June 30, 2025~~ and ~~2024, and High Wire has historically generated operating~~development ~~losses~~costs ~~since~~are ~~its~~expensed 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 $2,710,695, cash flows used in continuing operations of $1,343,657, and a working capital deficit of $9,361,124. These factors raise substantial doubt regarding the Company’s ability to continue as ~~a going concern for a period of one year from the issuance of these unaudited condensed consolidated financial statements~~incurred.

~~The~~Stock-based 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.Compensation

~~Management believes~~The ~~that~~Company ~~based~~records ~~on relevant conditions and events that are known and reasonably knowable, its forecasts of operations for one year~~stock-based ~~from~~compensation ~~the date of the filing of the unaudited condensed consolidated financial statements~~ in ~~the~~accordance ~~Company’s~~with ~~Quarterly~~ASC ~~Report~~718, on“Compensation ~~Form 10-Q~~– ~~indicate~~Stock ~~improved~~Compensation”, ~~operations~~using ~~and~~ the ~~Company’s~~fair ~~ability~~value ~~to continue operations as a going concern~~method. ~~The~~ ~~Company has contingency~~All ~~plans~~transactions ~~to reduce or defer expenses and cash outlays should operations not improve~~ in ~~the~~which ~~look~~goods ~~forward~~or ~~period.~~services ~~The~~are ~~continuation of~~ the ~~Company~~ asconsideration areceived ~~going~~for ~~concern is dependent upon~~ the ~~continued~~issuance ~~financial~~of ~~support~~equity ~~from~~instruments ~~its~~are ~~shareholders,~~accounted ~~the~~for ~~ability of management to raise~~based ~~additional~~on ~~equity~~the ~~capital~~grant ~~through~~date ~~private~~fair ~~and~~value ~~public offerings~~ of ~~its common stock, and~~ the ~~attainment~~consideration ofreceived ~~profitable~~or ~~operations. These unaudited condensed consolidated financial statements do not include any adjustments to~~ the ~~recoverability~~fair ~~and~~value ~~classification~~ of ~~recorded asset amounts and classification of liabilities that might be necessary should~~ the ~~Company~~equity beinstrument ~~unable~~issued, towhichever ~~continue~~is asmore ~~a going concern~~reliably measurable.

~~Management~~The Company accounts for ~~requires~~stock-based ~~additional~~compensation ~~funds~~awards ~~over~~issued ~~the~~to ~~next~~non-employees ~~twelve~~for ~~months~~services, toas ~~fully~~prescribed ~~implement~~by ~~its~~ASC ~~business~~718, ~~plan.~~at ~~Management~~either isthe ~~currently~~grant ~~seeking~~date ~~additional financing~~fair ~~through~~value of the ~~sale~~services ofrendered ~~equity~~or ~~and~~the ~~from~~instruments ~~borrowings~~issued ~~from~~in ~~private~~exchange ~~lenders~~for tosuch ~~cover~~services, ~~its~~whichever ~~operating~~is ~~expenditures.~~more ~~There~~readily ~~can~~determinable, beusing nothe ~~certainty~~measurement ~~that~~date ~~these~~guidelines ~~sources~~enumerated ~~will~~in ~~provide~~Accounting ~~the~~Standards ~~additional~~Update ~~funds~~(“ASU”) ~~required~~2018-07. ~~for~~In accordance with ASU 2016-09, the ~~next~~Company ~~twelve~~accounts for ~~months~~forfeitures as they occur.

12The 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.

~~Concentrations of~~(Loss) ~~Credit~~Income ~~Risk~~per Share

~~Financial~~The Company computes (loss) ~~instruments~~income ~~that~~per ~~potentially~~share ~~subject~~in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (“EPS”) on the ~~Company~~face of the income statement. Basic EPS is computed by dividing the (loss) income available to ~~concentrations~~common ofshareholders ~~credit~~(numerator) ~~risk~~by ~~consist~~the ~~principally~~weighted average number of ~~cash~~shares ~~and~~outstanding ~~accounts~~(denominator) ~~receivable~~during the period. Diluted EPS ~~The~~gives ~~Company~~effect ~~maintains~~to ~~its~~all ~~cash~~dilutive ~~balances~~potential ~~with~~common ~~high-credit-quality~~shares ~~financial~~outstanding ~~institutions~~during the period using the treasury stock method and convertible preferred stock using the if-converted method. ~~Deposits~~In ~~held~~computing ~~with~~diluted ~~banks~~EPS, ~~may~~the ~~exceed~~average stock price for the ~~amount~~period is used in determining the number of ~~insurance~~shares ~~provided~~assumed onto ~~such~~be ~~deposits.~~purchased ~~These~~from ~~deposits~~the ~~may~~conversion beof ~~withdrawn~~convertible ~~upon~~debentures ~~demand~~or preferred stock and ~~therefore~~the ~~bear~~exercise ~~minimal~~of ~~risk~~stock options or warrants. Diluted EPS excludes dilutive potential shares if their effect is anti-dilutive. As of ~~June~~September 30, 2025 and December 31, 2025, ~~2024~~respectively, ~~there~~the ~~were~~Company nohad ~~cash~~3,169,102 ~~balances~~and in561,917 ~~excess~~common ofstock ~~provided~~equivalents ~~insurance~~outstanding.

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 15% and 12% of trade accounts receivable, respectively.Leases

~~The~~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 ~~customers~~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 ~~all~~recognized based ~~located~~on ~~within~~the present value and future minimum lease payments over the ~~domestic~~lease ~~United~~term ~~States~~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 ~~America~~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.

~~Fair~~The Company recognized lease ~~Value~~liabilities, ~~Measurements~~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.

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:11

~~Level 1 –~~Going ~~quoted~~Concern ~~prices for identical instruments in active markets;~~Assessment

~~Level 2~~Management assesses going –concern ~~quoted~~uncertainty ~~prices~~in ~~for~~the ~~similar~~Company’s ~~instruments~~unaudited incondensed ~~active~~consolidated ~~markets;~~financial ~~quoted~~statements ~~prices~~to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for ~~identical~~a period of at least one year from the date the unaudited condensed consolidated financial statements are issued or ~~similar~~available ~~instruments~~to be issued, which is referred to as the “look-forward period”, as defined in ~~markets~~GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, ~~not~~management ~~active;~~will consider various scenarios, forecasts, projections, estimates and ~~model~~will ~~derived~~make ~~valuations~~certain inkey ~~which~~assumptions, ~~significant~~including ~~inputs~~the timing and ~~significant~~nature ~~value~~of ~~drivers~~projected ~~are~~cash ~~observable~~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 ~~active~~the ~~markets;~~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.

~~Level 3~~The Company generated operating losses in the three and nine months ended –September ~~fair~~30, ~~value~~2025 ~~measurements~~and ~~derived~~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 ~~valuation~~operations. As ~~techniques~~of inand ~~which~~for ~~one~~the ornine ~~more~~months ~~significant~~ended ~~inputs~~September or30, ~~significant~~2025, ~~value~~the ~~drivers~~Company had an operating loss of $196,767 and a working capital deficit of ~~are~~$7,387,418. ~~unobservable~~These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these unaudited condensed consolidated financial statements.

~~Financial instruments~~The ~~consist~~accompanying ~~principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and~~unaudited ~~convertible~~condensed ~~debentures.~~consolidated ~~Warrant~~financial ~~liabilities~~statements ~~are~~have ~~determined~~been ~~based~~prepared on ~~“Level~~a 3”going ~~inputs,~~concern ~~which~~basis ~~are~~under ~~significant~~which ~~and unobservable and have~~ the ~~lowest~~Company ~~priority.~~is ~~There~~expected ~~were~~to nobe ~~transfers~~able to ~~into~~realize orits ~~out~~assets ~~of “Level 3” during the six months ended June 30, 2025~~ and ~~2024.~~satisfy ~~The~~its ~~recorded~~liabilities ~~values~~in ofthe ~~all~~normal ~~other~~course ~~financial instruments approximate their current fair values because~~ of ~~their nature and respective relatively short maturity dates or durations~~business.

~~The~~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 ~~financial~~Quarterly ~~assets~~Report on Form 10-Q indicate improved operations and ~~liabilities~~the ~~carried~~Company’s atability ~~fair~~to ~~value~~continue ~~measured~~operations onas a ~~recurring~~going ~~basis~~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 ~~June~~management 30to raise additional equity capital through private and public offerings of its common stock, ~~2025~~and the attainment of profitable operations. These unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and ~~December~~classification of recorded asset ~~31,~~amounts ~~2024~~and ~~consisted~~classification of liabilities that might be necessary should the ~~following:~~Company be unable to continue as a going concern.

	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	$	3,733	$	-	$	-	$	3,733

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.

	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	$	80,520	$	-	$	-	$	80,520

Concentrations of Credit Risk

~~Fair value~~Financial ~~estimates~~instruments ~~are~~that potentially ~~made~~subject atthe aCompany ~~specific~~to ~~point~~concentrations inof ~~time,~~credit ~~based~~risk onconsist ~~relevant~~principally ~~market~~of ~~information~~cash and ~~information~~accounts ~~about~~receivable. ~~the~~The ~~financial~~Company ~~statement.~~maintains ~~These~~its ~~estimates~~cash ~~are~~balances ~~subjective~~with inhigh-credit-quality ~~nature~~financial ~~and~~institutions. ~~involve~~Deposits ~~uncertainties~~held ~~and~~with ~~matters~~banks ofmay ~~significant~~exceed ~~judgment~~the ~~and~~amount ~~therefore~~of ~~cannot~~insurance ~~be determined~~provided ~~with~~on ~~precision~~such deposits. ~~Changes~~These indeposits ~~assumptions~~may ~~could~~be ~~significantly~~withdrawn ~~affect~~upon ~~the~~demand ~~estimates~~and therefore bear minimal risk. ~~Refer~~As toof ~~Note~~September 930, ~~Warrant Liabilities~~2025, ~~for~~there ~~additional~~were no ~~information~~cash balances in excess of provided insurance.

1312

~~Warrant~~The Company provides credit ~~Liabilities~~to customers on an uncollateralized basis after evaluating client creditworthiness. For the nine months ended September 30, 2025 and 2024, no customers accounted for 10% or more of consolidated revenues. For the nine months ended September 30, 2025, no customer accounted for 10% of consolidated accounts receivable.

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~~customers ~~market prices for identical assets and liabilities in active markets, where available. When these~~ are ~~not~~all ~~available,~~located ~~other~~within 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~~domestic ofUnited ~~observable~~States 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 $3,733 and $80,520, respectively.America

~~Recent Accounting~~Fair ~~Pronouncements~~Value Measurements

~~Any~~The Company measures and ~~new~~discloses ~~accounting~~the ~~pronouncements~~estimated ~~recently~~fair ~~issued,~~value ~~but~~of ~~not~~financial ~~yet~~assets ~~effective,~~and ~~have~~liabilities ~~been~~using ~~reviewed~~the ~~and~~fair ~~determined~~value tohierarchy beprescribed ~~not~~by ~~applicable~~US orgenerally ~~were~~accepted ~~related~~accounting toprinciples. ~~technical~~The ~~amendments~~fair orvalue ~~codification.~~hierarchy Ashas athree ~~result~~levels, ~~the~~which ~~adoption~~are ofbased ~~such~~on ~~new~~reliable ~~accounting~~available ~~pronouncements,~~inputs ~~when~~of ~~effective,~~observable isdata. The ~~not~~hierarchy ~~expected~~requires tothe ~~have~~use aof ~~material~~observable ~~effect~~market ondata ~~the~~when ~~Company’s~~available. ~~financial~~The ~~position~~three-level orhierarchy ~~results~~is ofdefined ~~operations.~~as follows:

3.Level 1 ~~Recent~~– ~~Subsidiary~~quoted prices ~~Activity~~for identical instruments in active markets;

~~HWN~~Level 2 – quoted ~~Asset~~prices ~~Purchase~~for ~~Agreement~~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

~~On June~~Level 3 ~~27,~~– ~~2024,~~fair value ~~HWN~~measurements ~~entered~~derived ~~into~~from anvaluation ~~asset~~techniques ~~purchase~~in ~~agreement with INNO4 LLC pursuant to~~ which ~~INNO4~~one ~~LLC~~or ~~agreed~~more tosignificant ~~purchase~~inputs ~~certain~~or ~~assets of~~significant ~~HWN~~value ~~related~~drivers toare ~~the Company’s technology services business unit, for a base purchase price equal to $11,200,000, subject to adjustment as set forth in the agreement~~unobservable.

~~Upon closing,~~Financial ~~(i)~~instruments ~~$300,000~~consist principally of ~~the~~cash ~~purchase~~and ~~price~~cash ~~was~~equivalents, ~~deposited~~accounts ~~into~~receivable, ~~escrow~~restricted tocash, ~~satisfy~~investment ~~HWN’s~~in ~~post-closing~~equity ~~working~~securities, ~~capital~~accounts ~~adjustment obligations~~payable, ifloans payable ~~any,~~and ~~(ii)~~convertible ~~$75,000~~debentures. ofWarrant ~~the~~liabilities ~~purchase~~are ~~price~~determined ~~was~~based ~~deposited~~on ~~into~~“Level ~~escrow~~3” toinputs, ~~satisfy~~which ~~HWN’s~~are ~~post-closing~~significant ~~indemnification~~and ~~obligations,~~unobservable ~~if any,~~ and ~~(iii)~~have ~~$250,000 of~~ the ~~purchase~~lowest ~~price was deposited into escrow to satisfy performance revenue targets~~priority. ~~This amount~~There ~~will~~were beno ~~released~~transfers tointo ~~HWN~~or ifout ~~gross revenue~~ of ~~the~~“Level ~~technology~~3” ~~services~~during ~~business unit related to~~ the ~~sold~~nine ~~assets~~months ~~between July 1, 2024~~ended ~~and~~ September 30, ~~2024~~2025 isand ~~greater~~2024. ~~than~~The orrecorded ~~equal~~values toof ~~$3,756,675.~~all Ifother ~~the~~financial ~~revenue~~instruments isapproximate ~~below~~their ~~$3,756,675~~current ~~but~~fair atvalues ~~least~~because ~~$3,000,000, 50%~~ of ~~the~~ ~~escrow~~their ~~amount~~nature ~~will be released to HWN~~ and ~~50%~~respective ~~will~~relatively beshort ~~released~~maturity todates ~~INNO4~~or ~~LLC~~durations. ~~If revenue is below $3,000,000, the full $250,000 will be released to INNO4 LLC.~~

The Company’s ~~considered whether or not this transaction would cause the sold~~ financial assets toand ~~qualify~~liabilities ~~for~~carried ~~discontinued~~at ~~operations~~fair ~~treatment.~~value ~~The Company~~measured ~~determined~~on ~~that~~a ~~the~~recurring ~~sale~~basis as of ~~the~~September ~~assets~~30, ~~qualifies~~2025 ~~for~~and ~~discontinued~~December ~~operations~~31, ~~treatment in~~ 2024 ~~due~~consisted ~~to the size~~ of ~~their operations~~ ~~and because~~ the ~~sale represents a strategic shift (refer to Note 17, Discontinued Operations, for additional detail).~~following:

In connection with the sale, the Company recorded a gain on sale of business unit of $7,950,773 to the consolidated statement of operations for the year ended December 31, 2024. Additionally, the operations of the assets 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.

	Total fair value at September 30, 2025		Quoted prices in active markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description:
Warrant liabilities	$	533	$	-	$	-	$	533

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.

	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	$	80,520	$	-	$	-	$	80,520

14Fair 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.

~~4. Property and Equipment~~13

~~Property and~~Warrant ~~equipment as of June 30, 2025 and December 31, 2024 consisted of the following:~~Liabilities

	June 30,			December 31,
	2025			2024
Computers and office equipment	$	187,008		$	187,008
Vehicles		11,938			11,938
Leasehold improvements		6,113			6,113
Software		474,183			474,183
Machinery and equipment		838,800			838,800
Total		1,518,042			1,518,042
Less: accumulated depreciation		(855,211	)		(732,804	)
Equipment, net	$	662,831		$	785,238

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 September 30, 2025 and December 31, 2024, respectively, the Company had warrant liabilities of $533 and $80,520.

~~During the~~Recent ~~three~~Accounting ~~months ended June 30, 2025 and 2024, the Company recorded depreciation expense of $60,704 and $63,646, respectively.~~Pronouncements

~~During~~Any new accounting pronouncements ~~the~~recently ~~six~~issued, ~~months~~but ~~ended~~not ~~June~~yet 30effective, ~~2025~~have been reviewed and ~~2024~~determined to be not applicable or were related to technical amendments or codification. As a result, the ~~Company~~adoption ~~recorded~~of ~~depreciation~~such ~~expense~~new ofaccounting ~~$122~~pronouncements,~~407~~ ~~and~~when ~~$126~~effective,~~292,~~ ~~respectively~~is not expected to have a material effect on the Company’s financial position or results of operations.

53. ~~Goodwill~~Recent ~~and~~Subsidiary ~~Intangible Assets~~Activity

~~As of June 30, 2025 and December 31, 2024, the~~ HWN ~~reporting~~Asset ~~unit~~Purchase ~~had goodwill of $382,750 and the SVC reporting unit had goodwill of $222,834, all respectively.~~Agreement

~~Intangible~~On June 27, 2024, HWN entered ~~assets~~into asan asset purchase agreement with INNO4 LLC pursuant to which INNO4 LLC agreed to purchase certain assets of ~~June~~HWN 30related to the Company’s technology services business unit, ~~2025~~for ~~and~~a ~~December 31~~base purchase price equal to $11,200,000, ~~2024~~subject ~~consisted~~to ofadjustment as set forth in the ~~following:~~agreement.

	Cost		Accumulated Amortization			Net carrying value at June 30, 2025		Net carrying value at December 31, 2024
Customer relationship and lists	$	3,885,679	$	(1,510,994	)	$	2,374,685	$	2,589,035
Trade names		554,067		(215,935	)		338,132		368,804
Total intangible assets	$	4,439,746	$	(1,726,929	)	$	2,712,817	$	2,957,839

Upon closing, (i) $300,000 of the purchase price was deposited into escrow to satisfy HWN’s post-closing working capital adjustment obligations, if any, (ii) $75,000 of the purchase price was deposited into escrow to satisfy HWN’s post-closing indemnification obligations, if any, and (iii) $250,000 of the purchase price was deposited into escrow to satisfy performance revenue targets. This amount will be released to HWN if gross revenue of the technology services business unit related to the sold assets between July 1, 2024 and September 30, 2024 is greater than or equal to $3,756,675. If the revenue is below $3,756,675 but at least $3,000,000, 50% of the escrow amount will be released to HWN and 50% will be released to INNO4 LLC. If revenue is below $3,000,000, the full $250,000 will be released to INNO4 LLC.

~~During~~The Company considered whether or not this transaction would cause the ~~three~~sold ~~months~~assets ~~ended~~to ~~June~~qualify ~~30,~~for ~~2025~~discontinued ~~and~~operations ~~2024,~~treatment. ~~the~~The Company ~~recorded~~determined ~~amortization~~that ~~expense~~the sale of ~~$122~~the assets qualifies for discontinued operations treatment as of September 30,~~511~~ 2024 due to the size of their operations and ~~$169~~because the sale represents a strategic shift (refer to Note 17,~~877~~ Discontinued Operations, ~~respectively~~for additional detail).

~~During~~In connection with the sale, the ~~six~~Company ~~months~~recorded ~~ended~~a ~~June~~gain 30on sale of business unit of $7,950,773 to ~~2025~~the ~~and~~consolidated statement of operations for the year ended December 31, 2024. Additionally, the ~~Company~~operations ~~recorded~~of ~~amortization~~the ~~expense~~assets ofare ~~$245~~included within net income (loss) from discontinued operations,~~022~~ net of taxes on the unaudited condensed consolidated statement of operations for the three and ~~$295~~nine months ended September 30,~~569,~~ ~~respectively~~2025 and 2024.

~~The estimated future amortization expense for the next five years and thereafter is as follows:~~14

Year ending December 31,
2025	$	198,983
2026		444,005
2027		444,005
2028		444,005
Thereafter		1,181,819
Total	$	2,712,817

15Sale of Cybersecurity and Voice Network Business Units

6.On ~~Related~~August ~~Party~~13, ~~Transactions~~2025, the Company and its subsidiaries executed two asset purchase agreements with wholly owned subsidiaries of Tego Cyber to divest substantially all remaining operating assets of its cybersecurity and voice network business units.

~~Loans Payable~~● toUnder ~~Related~~the ~~Parties~~first agreement, OW Cyber LLC, a subsidiary of Tego Cyber, acquired substantially all assets of HWN, Inc., the Company’s managed cybersecurity services division, for total consideration of 750,000 shares of Tego Cyber’s Series B preferred stock, together with the assumption of certain liabilities.

~~As of~~● ~~June~~Under 30the second agreement, ~~2025~~Secure ~~and~~Voice ~~December 31~~LLC, ~~2024~~a subsidiary of Tego Cyber, acquired substantially all assets of Secure Voice Corp (“SVC”), the Company’s ~~had~~wholesale ~~outstanding~~network ~~the~~services ~~following~~subsidiary, ~~loans~~for ~~payable~~total toconsideration ~~related~~of ~~parties:~~250,000 shares of Tego Cyber’s Series B preferred stock, together with the assumption of certain liabilities.

	June 30,			December 31,
	2025			2024
Promissory note issued to Mark Porter, 9% interest, unsecured, matures December 31, 2025	$	120,875		$	115,672
Convertible promissory note issued to Mark Porter, 12% interest, secured, matures December 31, 2025		348,089			242,885
Total	$	468,964		$	358,557
Less: Current portion of loans payable to related parties		(468,964	)		(358,557	)
Loans payable to related parties, net of current portion	$	-		$	-

In connection with these transactions, Helena Global Investment Opportunities 1 Ltd. (“Helena”), the Company’s senior secured lender, released its security interest in the specific assets conveyed to Tego Cyber in exchange for $300,000 stated value of Tego Cyber’s Series A preferred stock as partial satisfaction of the Company’s outstanding secured debt. Helena retained its senior perfected security interest in all remaining assets of the Company until the remaining balance of $150,000 is repaid in full. The asset sales were completed pursuant to Helena’s July 1, 2025 directive requiring the Company to liquidate and sell its assets no later than August 15, 2025. As a result of the transactions, the Company divested substantially all of its revenue-generating assets.

~~Promissory note,~~Under ~~Mark~~ASC ~~Porter~~205-20-45-1E, 9%a component ~~interest,~~qualifies ~~unsecured,~~as ~~matures~~discontinued ~~December 31,~~operations ~~2025~~if it has been disposed of by sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The HW and SVC divisions comprised the Company’s core operating assets and revenue streams. Their sale is therefore a strategic shift under ASC 205-20 and qualifies as discontinued operations.

~~On June~~The 1,following ~~2021,~~is ~~the~~a ~~Company~~summary of ~~issued~~the aconsideration ~~$100~~received,~~000~~ ~~promissory~~net ~~note~~assets todisposed ~~the Chief Executive Officer~~ of ~~the~~and ~~Company in connection with~~ the ~~2021 merger~~gain ~~transaction. The note was originally due~~ on ~~December~~disposition ~~15,~~recognized ~~2021~~in ~~and~~August ~~bears interest at a rate of 9% per annum.~~2025:

On December 15, 2021, this note matured and was due on demand.

	HWN			SVC			SGSI			Total
Shares of Tego Cyber Series B preferred stock		750,000			250,000			-			1,000,000
Estimated fair value	$	1.12		$	1.12					$	1.12
Total fair value of consideration	$	840,000		$	280,000		$	-		$	1,120,000

Carrying amount of assets and liabilities
Cash	$	148,600		$	22,558		$	-		$	171,158
Accounts receivable		477,214			659,388			-			1,136,602
Allowance for doubtful accounts		(81,796	)		(134,246	)		-			(216,042	)
Prepaid expenses and deposits		112,180			12			-			112,192
Property and equipment, net		162,082			480,912			-			642,994
Goodwill		382,750			222,834			-			605,584
Customer lists		-			3,885,679			-			3,885,679
Customer lists - accumulated amortization		-			(1,546,719	)		-			(1,546,719	)
Tradenames		-			554,067			-			554,067
Tradenames - accumulated amortization		-			(221,047	)		-			(221,047	)
Accounts payable and accrued expenses		(1,359,528	)		(996,068	)		-			(2,355,596	)
Contract Liabilities		(78,106	)		-			-			(78,106	)
Loans payable		(355,800	)		(199,350	)		-			(555,150	)
Convertible debentures		-			-			(1,050,000	)		(1,050,000	)
Total carrying amount of assets and liabilities	$	(592,404	)	$	2,728,020		$	(1,050,000	)	$	1,085,616
Gain on disposition	$	1,432,404		$	(2,448,020	)	$	1,050,000		$	34,384

~~On June~~The ~~28,~~fair ~~2024,~~value ~~the Company and the holder~~ of ~~the~~Tego ~~note~~Cyber’s ~~entered~~Series ~~into~~B anpreferred stock ~~amendment whereby outstanding accrued interest~~ was ~~added~~determined toby ~~the principal~~utilizing ~~balance and~~ the ~~due~~underlying ~~date~~value of ~~the~~Tego’s ~~note~~common ~~was~~shares ~~changed~~on toAugust ~~December 31~~13, 2025. ~~The~~and ~~updated principal amount was $136,346. Additionally,~~ the ~~Company~~conversion ~~began~~terms ~~making monthly payments~~ of ~~$3,393~~the Series inB ~~July~~preferred ~~2024~~stock.

~~During the~~The ~~six~~gain ~~months~~on ~~ended~~disposition ~~June~~of 30$34,384 ~~2025,~~was ~~the~~included ~~Company~~in ~~paid~~net noloss ~~amount~~from todiscontinued operations, ~~the~~net ~~original~~of ~~balance~~tax ~~under~~in the ~~note~~consolidated statements of operations.

~~As June 30, 2025 and December 31, 2024, the Company owed $120,875 and $115,672, respectively, pursuant to this agreement.~~15

~~Convertible promissory~~4. ~~note,~~Property ~~Mark~~and ~~Porter, 12% interest, unsecured, matures December 31, 2025~~Equipment

~~On December~~The ~~6, 2023, the~~ Company ~~issued~~sold toall ~~Mark~~of ~~Porter~~its anproperty ~~unsecured~~and ~~promissory~~equipment ~~note~~as inpart ~~the aggregate principal amount~~ of ~~$165,000.~~the ~~The Company~~asset ~~received~~divestitures ~~cash~~completed ofin ~~$150,000~~August ~~and~~2025 ~~recorded~~(refer ato ~~debt~~Note ~~discount of $15,000~~3). ~~The~~Following ~~interest~~these ontransactions, the ~~outstanding~~Company ~~principal~~does ~~due~~not ~~under~~hold ~~the~~any ~~note~~property ~~accrues~~and equipment atwithin acontinuing ~~rate~~operations as of ~~12%~~September ~~per~~30, ~~annum~~2025. ~~All~~As ~~outstanding~~of ~~principal~~December ~~and~~31, ~~accrued~~2024, ~~interest~~the ~~under~~balance ~~the~~of ~~note~~property ~~was~~and ~~due~~equipment onis ~~February~~disclosed 5,in non-current ~~2024~~assets of discontinued operations.

~~The note~~5. ~~was~~Goodwill ~~extended~~and toIntangible ~~December 31, 2025.~~Assets

~~On June~~In ~~28,~~August ~~2024~~2025, the Company completed ~~and~~ the ~~holder~~sale of ~~the~~substantially ~~note~~all ~~entered~~of ~~into~~its anoperating ~~amendment~~assets, ~~whereby~~including ~~outstanding~~the ~~accrued~~HWN ~~interest~~ and aSVC ~~penalty~~reporting ~~of $75~~units,~~000~~ ~~was added~~ to ~~the~~subsidiaries ~~principal~~of ~~balance~~Tego ~~and~~Cyber Inc.. ~~the~~As ~~due~~a ~~date~~result of these divestitures, all goodwill associated with the ~~note~~Company’s reporting units was ~~changed~~disposed toof ~~December 31,~~in ~~2025.~~connection with ~~The~~the ~~updated~~sale ~~principal~~transactions. ~~amount is~~As ~~$253~~of December 31,~~529.~~ ~~Additionally~~2024, the ~~Company~~balance isof toproperty ~~begin~~and ~~making~~equipment ~~monthly~~is ~~payments~~disclosed ofin ~~$6,320~~non-current inassets ~~July~~of ~~2024~~discontinued operations.

During the ~~six~~quarter ~~months~~ ended ~~June~~September 30, 2025, the Company ~~received~~disposed ~~short~~of its remaining operating subsidiaries-~~term~~HWN ~~proceeds~~and SVC in connection with the sale of ~~$342~~substantially all operating assets (see Note 3). The tradenames and customer relationships associated with these subsidiaries were included in the asset sales and,~~000~~ accordingly, the related intangible assets and ~~made~~accumulated ~~repayments~~amortization were derecognized as of ~~$250~~the transaction date. As of December 31,~~000~~ ~~under~~2024, the ~~note~~balance of property and equipment is disclosed in non-current assets of discontinued operations.

~~As June~~6. ~~30,~~Related ~~2025~~Party ~~and December 31, 2024, the Company owed $348,089 and $242,885, respectively, pursuant to this agreement.~~Transactions

16Loans Payable to Related Parties

7.As ~~Loans~~of ~~Payable~~September 30, 2025 and December 31, 2024, the Company had outstanding the following loans payable to related parties:

As of June 30, 2025 and December 31, 2024, the Company had outstanding the following loans payable:

	September 30,			December 31,
	2025			2024
Promissory note issued to Mark Porter, 9% interest, unsecured, matures December 31, 2025	$	123,217		$	115,672
Convertible promissory note issued to Mark Porter, 12% interest, secured, matures December 31, 2025		354,126			242,885
Total	$	477,343		$	358,557

Less: Current portion of loans payable to related parties		(477,343	)		(358,557	)

Loans payable to related parties, net of current portion	$	-		$	-

	June 30,			December 31,
	2025			2024
Future receivables financing agreement with Cedar Advance LLC, non-interest bearing, matures June 1, 2025	$	125,000		$	156,250
Future receivables financing agreement with Pawn Funding, non-interest bearing, matures June 1, 2025		125,000			156,250
Future receivables financing agreement with Slate Advance LLC, non-interest bearing, matures December 1, 2025		179,055			195,333
Future receivables financing agreement with Meged Funding Group, non-interest bearing, matures July 1, 2025		155,000			240,000
Channel Partners Capital LLC Loan, matures May 14, 2026, net of debt discount of $1,446 and $2,986, respectively		160,909			233,101
Future receivables financing agreement with Arin Funding LLC, non-interest bearing, matures September 29, 2025, net of debt discount of $5,471 and $40,739, respectively		166,587			256,767
OnDeck Capital Loan, matures November 27, 2025, net of debt discount of $939 and $3,244, respectively		77,932			138,026
Future receivables financing agreement with Casa Capital, non-interest bearing, matures October 21, 2025, net of debt discount of $8,796 and $0, respectively		92,798			-
Future receivables financing agreement with Casa Capital, non-interest bearing, matures November 7, 2025, net of debt discount of $10,209 and $0, respectively		112,454			-
Future receivables financing agreement with Fenix Funding LLC, matures September 9, 2025, net of debt discount of $3,182 and $0, respectively		142,315			-
Headway Capital line of credit, interest of 4.17% per month, matures February 9, 2027		85,766			-
Total	$	1,422,816		$	1,375,727
Less: Current portion of loans payable		(1,389,900	)		(1,297,602	)
Loans payable, net of current portion	$	32,916		$	78,125

Promissory note, Mark Porter, 9% interest, unsecured, matures December 31, 2025

~~The~~On June 1, 2021, the Company issued a $100,000 promissory note to the Chief Executive Officer of the Company’s ~~loans~~in ~~payable~~connection ~~have~~with anthe ~~effective~~2021 merger transaction. The note was originally due on December 15, 2021 and bears interest ~~rate~~at ~~range~~a rate of ~~0.0~~9% per annum. On December 15, 2021, this note matured and was due on demand.

~~Future~~On June 28, 2024, the Company ~~receivables~~and ~~financing~~the ~~agreement~~holder ~~with~~of ~~Cedar~~the ~~Advance~~note ~~LLC,~~entered ~~non-~~into an amendment whereby outstanding accrued interest ~~bearing,~~was ~~matures~~added ~~June~~to 1the principal balance and the due date of the note was changed to December 31, 2025. The updated principal amount is $136,346. Additionally, the Company is to begin making monthly payments of $3,393 in July 2024.

~~On May~~During ~~15, 2023,~~ the ~~Company,~~nine ~~together~~months ~~with~~ended September ~~its~~30, ~~subsidiaries~~2025, ~~(collectively with~~ the Company, ~~the~~paid ~~“Financing~~no ~~Parties”),~~amounts ~~entered into~~to ~~an Agreement of Sale of Future Receipts (~~the ~~“Financing~~original ~~Agreement”)~~balance ~~with~~under ~~Cedar Advance LLC. Under~~ the ~~Financing Agreement, the Financing Parties sold to Cedar Advance future receivables in an aggregate amount equal to $1,280,000 for a purchase price of $1,228,800~~note. ~~The Company received cash of $1,228,800 and recorded a debt discount of $51,200.~~

~~Pursuant to~~As ~~the~~September ~~terms~~30, ~~of the Financing Agreement~~2025, the Company ~~agreed~~owed ~~to pay Cedar Advance~~ $43123,~~840~~217 ~~each~~pursuant ~~week, including interest, based upon an anticipated 10% of its future receivables until such time as $1,753,600 has been paid, a period Cedar Advance and the Financing Parties estimate~~ to bethis ~~approximately nine months~~agreement. ~~The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions.~~

~~During June~~Convertible ~~2024~~promissory note, ~~the~~Mark ~~Company and Cedar Advance LLC executed a settlement agreement and release whereby the Company is to pay a total of $375~~Porter,~~000~~ of12% ~~principal and~~ interest~~. This resulted in a net reduction of principal totaling $261~~,~~154.~~ ~~This amount is included within loss on settlement of debt on the consolidated statement of operations for the year ended December 31~~unsecured, ~~2024.~~matures Monthly payments of $31,250 are due beginning in July 2024, and the new maturity date is June 1, 2025. In connection with the settlement agreement, the Company recorded accounts payable of $123,867 to a consultant who facilitated the settlements. The Company accounted for the settlement as a troubled debt restructuring in accordance with ASC 470-60. As a result, a loss on settlement of debt of $180,778 was recorded to the consolidated statement of operations for the year ended December ~~31,~~ ~~2024. The net impact of the settlement in the consolidated statement of operations for the year ended December~~ 31, ~~2024 was a gain on settlement of debt of $80,376.~~2025

~~During~~ On December 6, 2023, the Company ~~six~~issued ~~months~~to ~~ended~~Mark ~~June~~Porter ~~30,~~an ~~2025,~~unsecured promissory note in the aggregate principal amount of $165,000. The Company ~~paid~~received cash of $31150,~~250~~000 and recorded a debt discount of $15,000. The interest on the ~~original~~outstanding ~~balance~~principal due under the ~~agreement~~note accrues at a rate of 12% per annum. All outstanding principal and accrued interest under the note was due on February 5, 2024. The note was extended to December 31, 2025.

~~As of~~On June 3028, ~~2025~~2024, the Company and ~~December 31,~~the ~~2024,~~holder of the ~~Company~~note ~~owed~~entered into an amendment whereby outstanding accrued interest and a penalty of $~~125~~75,000 was added to the principal balance and the due date of the note was changed to December 31, 2025. The updated principal amount is $~~156~~253,~~250,~~529. ~~respectively~~Additionally, the ~~pursuant~~Company is to ~~this~~begin ~~agreement~~making monthly payments of $6,320 in July 2024.

17During the nine months ended September 30, 2025, the Company received short-term proceeds of $342,000 and made repayments of $250,000 under the note.

~~Future~~As September 30, 2025 and ~~receivables~~December 31, ~~financing~~2024, ~~agreement~~the ~~with~~Company ~~Pawn~~owed ~~Funding~~$354,126 and ~~non-interest~~$242,885, ~~bearing~~respectively, ~~matures~~pursuant ~~June~~to 1,this ~~2025~~agreement.

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 $1,280,000 for a purchase price of $1,280,000. The Company received cash of $1,241,600 and recorded a debt discount of $38,400.16

Pursuant to the terms of the Financing Agreement, the Company agreed to pay Pawn Funding $43,840 each week, including interest, based upon an anticipated 4% of its future receivables until such time as $1,753,600 has been paid, a period Pawn Funding and the Financing Parties estimate to be approximately nine months7. ~~The~~Loans ~~Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions.~~Payable

~~During June~~As ~~2024, the Company and Pawn Funding executed a settlement agreement whereby the Company is to pay a total~~ of ~~$375~~September 30,~~000~~ ~~of principal~~2025 and ~~interest. This resulted in a net reduction of principal totaling $251,471. This amount is included within loss on settlement of debt on the consolidated statement of operations for the year ended~~ December ~~31,~~ ~~2024. Monthly payments of $~~31,~~250~~ ~~are due beginning in July~~ 2024, ~~and~~ the ~~new maturity date is June 1, 2025. In connection with the settlement agreement, the~~ Company ~~recorded~~had ~~accounts~~outstanding ~~payable of $123,868 to a consultant who facilitated~~ the ~~settlements.~~following ~~The~~loans Company accounted for the settlement as a troubled debt restructuring in accordance with ASC 470-60. As a result, a loss on settlement of debt of $111,078 was recorded to the consolidated statement of operations for the year ended December 31, 2024. The net impact of the settlement in the consolidated statement of operations for the year ended December 31, 2024 was a gain on settlement of debt of $140,393.payable:

During the six months ended June 30, 2025, the Company paid $31,250 of the original balance under the agreement.

	September 30,			December 31,
	2025			2024
Future receivables financing agreement with Cedar Advance LLC, non-interest bearing, matures June 1, 2025	$	125,000		$	156,250
Future receivables financing agreement with Pawn Funding, non-interest bearing, matures June 1, 2025		125,000			156,250
Future receivables financing agreement with Slate Advance LLC, non-interest bearing, matures December 1, 2025		179,055			195,333
Future receivables financing agreement with Meged Funding Group, non-interest bearing, matures July 1, 2025		155,000			240,000
Future receivables financing agreement with Tego (previously Arin Funding LLC), non-interest bearing, matures September 29, 2025, net of debt discount of $0 and $40,739, respectively		187,501			256,767
Future receivables financing agreement with Casa Capital, non-interest bearing, matures October 21, 2025, net of debt discount of $586 and $0, respectively		115,869			-
Future receivables financing agreement with Casa Capital, non-interest bearing, matures November 7, 2025, net of debt discount of $3,224 and $0, respectively		128,702			-
Future receivables financing agreement with Fenix Funding LLC, matures September 9, 2025, net of debt discount of $0 and $0, respectively		151,546			-
Advances from Tego Cyber, non-interest bearing, matures on demand		75,000			-
Total	$	1,242,673		$	1,004,600

Less: Current portion of loans payable		(1,242,673	)		(926,475	)

Loans payable, net of current portion	$	-		$	78,125

~~As of~~The ~~June 30, 2025 and December 31, 2024, the~~ Company’s ~~owed~~loans payable $have ~~125,000~~an ~~and~~effective ~~$156,250,~~interest ~~respectively~~rate ~~pursuant~~range toof ~~this agreement~~0.0%.

Future receivables financing agreement with Cedar ~~Slate~~ Advance LLC, non-interest bearing, matures ~~December~~June 1, 2025

On ~~June~~ 9May 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 ~~Slate~~Cedar Advance LLC. Under the Financing Agreement, the Financing Parties sold to ~~Slate~~Cedar Advance future receivables in an aggregate amount equal to $1,~~500~~280,000 for a purchase price of $1,~~425~~228,~~000~~800. The Company received cash of $1,~~425~~228,~~000~~ 800 and recorded a debt discount of $7551,~~000~~200.

Pursuant to the terms of the Financing Agreement, the Company agreed to pay ~~Slate~~Cedar Advance $7543,~~000~~840 each week, including interest, based upon an anticipated 2510% of its future receivables until such time as $21,~~100~~753,~~000~~600 has been paid, a period ~~Slate~~Cedar Advance and the Financing Parties estimate to be approximately ~~seven~~nine months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions.

During ~~May~~ June 2024, the Company and ~~Slate~~Cedar Advance LLC executed a ~~forbearance~~settlement agreement and release ~~agreement~~ whereby the Company is to pay a total of $~~343~~375,000 of principal and interest. This resulted in a net reduction of principal totaling $~~284~~261,~~605~~154. This amount is included within loss on settlement of debt on the consolidated statement of operations for the year ended December 31, 2024. AMonthly ~~payment of $50,000 was due in June 2024, with monthly~~ payments of $1631,~~278~~250 are due beginning in July 2024, and the new maturity date is June ~~December~~ 1, 2025. In connection with the settlement agreement, the Company recorded accounts payable of $~~156~~123,~~567~~ 867 to a consultant who facilitated the settlements. The Company accounted for the settlement as a troubled debt restructuring in accordance with ASC 470-60. As a result, a loss on settlement of debt of $~~202~~180,~~830~~ 778 was recorded to the consolidated statement of operations for the year ended December 31, 2024. The net impact of the settlement in the consolidated statement of operations for the year ended December 31, 2024 was a gain on settlement of debt of $8180,~~775~~376.

During the ~~six~~nine months ended September ~~June~~ 30, ~~2025~~2024, the Company paid $1631,~~278~~250 of the original balance under the agreement.

As of ~~June~~September 30, 2025 and December 31, 2024, the Company owed $~~179~~125,~~055~~ 000 and $~~195~~156,~~333~~250, respectively, pursuant to this agreement.

1817

Future receivables financing agreement with Pawn ~~Meged~~ Funding ~~Group~~, non-interest bearing, matures ~~July~~June 1, 2025

On ~~July~~ 25May 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 ~~Meged~~Pawn Funding ~~Group~~. Under the Financing Agreement, the Financing Parties sold to ~~Slate~~Pawn ~~Advance~~Funding future receivables in an aggregate amount equal to $1,~~200~~280,000 for a purchase price of $1,~~151~~280,~~950~~000. The Company received cash of $1,~~151~~241,~~950~~ 600 and recorded a debt discount of $4838,~~050~~400.

Pursuant to the terms of the Financing Agreement, the Company agreed to pay ~~Meged~~Pawn Funding ~~Group~~ $6743,~~200~~ 840 each week, including interest, based upon an anticipated 25 4% of its future receivables until such time as $1,~~680~~753,~~000~~ 600 has been paid, a period ~~Meged~~Pawn Funding ~~Group~~ and the Financing Parties estimate to be approximately ~~six~~nine months. The Financing Agreement also contains customary affirmative and negative covenants, ~~representations~~ representations and warranties, and default and termination provisions.

During June 2024, the Company and ~~Meged~~Pawn Funding ~~Group~~ executed a settlement agreement whereby the Company is to pay a total of $~~525~~375,000 of principal and interest. This resulted in a net reduction of principal totaling $~~232~~251,~~120~~471. This amount is included within loss on settlement of debt on the consolidated statement of operations for the year ended December 31, 2024. AMonthly ~~payment of $45,000 in due in July 2024, with monthly~~ payments of $4031,~~000~~250 are due beginning in ~~August~~July 2024, and the new maturity date is ~~July~~June 1, 2025. In connection with the settlement agreement, the Company recorded accounts payable of $~~132~~123,~~604~~ 868 to a consultant who facilitated the settlements. The Company accounted for the settlement as a troubled debt restructuring in accordance with ASC 470-60. As a result, a loss on settlement of debt of $~~191~~111,~~704~~ 078 was recorded to the consolidated statement of operations for the year ended December 31, 2024. The net impact of the settlement in the consolidated statement of operations for the year ended December 31, 2024 was a gain on settlement of debt of $40140,~~416~~393.

During the ~~six~~nine months ended September ~~June~~ 30, 2025, the Company paid $8531,~~000~~ 250 of the original balance under the agreement.

As of ~~June~~September 30, 2025 and December 31, 2024, the Company owed $~~155~~ 125,000 and $~~240~~156,~~000~~250, respectively pursuant to this agreement.

~~Channel~~Future receivables financing agreement with ~~Partners~~Slate ~~Capital~~Advance LLC, ~~Loan~~non-interest bearing, matures ~~May~~December 141, ~~2026~~2025

On ~~November~~ 14June 9, ~~2024~~2023, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered into an ~~loan~~Agreement ~~agreement~~of Sale of Future Receipts (the “Financing Agreement”) with ~~Channel~~Slate ~~Partners~~Advance. ~~Capital~~Under ~~LLC~~the Financing Agreement, the Financing Parties sold to Slate Advance future receivables in an aggregate amount equal to $1,500,000 for a ~~principal~~purchase price of $~~250~~1,425,000. ~~Under~~The ~~the agreement, the~~ Company received cash of $~~246~~1,~~840~~ 425,000 and recorded a debt discount of $375,~~160~~000.

Pursuant to the terms of the ~~loan~~Financing ~~agreement~~Agreement, the Company agreed to pay ~~Channel~~Slate ~~Partners~~Advance ~~Capital~~$75,000 each ~~LLC~~week, including interest, based upon an anticipated 25% of its future receivables until such time as $172,~~361~~100,000 has ~~each~~been ~~month~~paid, a period Slate Advance and the Financing Parties estimate to be approximately seven months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions.

During May 2024, the Company and Slate Advance LLC executed a forbearance and release agreement whereby the ~~six~~Company ~~months~~is to pay a total of $343,000 of principal and interest. This resulted in a net reduction of principal totaling $284,605. This amount is included within loss on settlement of debt on the consolidated statement of operations for the year ended December 31, 2024. A payment of $50,000 was due in June 302024, with monthly payments of $16,278 due beginning in July 2024, and the new maturity date is December 1, 2025. In connection with the settlement agreement, the Company ~~paid~~recorded accounts payable of $~~104~~156,~~192~~567 to a consultant who facilitated the settlements. The Company accounted for the settlement as a troubled debt restructuring in accordance with ASC 470-60. As a result, a loss on settlement of debt of $202,830 was recorded to the ~~original~~consolidated ~~balance~~statement ~~under~~of operations for the ~~agreement~~year ended December 31, 2024. The net impact of the settlement in the consolidated statement of operations for the year ended December 31, 2024 was a gain on settlement of debt of $81,775.

~~As of~~During ~~June~~the ~~30,~~nine ~~2025~~months ~~and~~ended September ~~December 31~~30, ~~2024~~2025, the Company ~~owed~~paid $~~160~~16,~~909 and $233,101, net~~ 278 of ~~debt~~the ~~discount~~original ofbalance ~~$1,446~~under ~~and~~the ~~$2,986, all respectively~~agreement.

~~OnDeck~~As of September 30, 2025 ~~Capital~~and ~~Loan~~December 31, ~~matures~~2024, ~~November~~the 27Company owed $179,055 and ~~2025~~$195,333, respectively, pursuant to this agreement.

~~On November 27, 2024, the Company entered into a loan agreement with OnDeck. Under the agreement, The Company received cash of $150,000 and recorded a debt discount of $3,750.~~18

~~Pursuant to~~Future ~~the~~receivables ~~terms~~financing ofagreement ~~the~~with Meged ~~Loan~~Funding ~~Agreement~~Group, ~~the~~non-interest ~~Company~~bearing, ~~agreed~~matures toJuly ~~pay Ondeck $3~~1,~~813~~ ~~each week.~~2025

~~During the~~On ~~six~~July ~~months~~25, ~~ended~~2023, ~~June~~the 30Company, together ~~2025,~~with its subsidiaries (collectively with the Company, ~~paid~~the ~~$161~~“Financing Parties”),~~211~~ entered into an Agreement of Sale of Future Receipts (the ~~original~~“Financing ~~balance~~Agreement”) ~~under~~with Meged Funding Group. Under the ~~agreement~~Financing Agreement, the Financing Parties sold to Slate Advance future receivables in an aggregate amount equal to $1,200,000 for a purchase price of $1,151,950. The Company received cash of $1,151,950 and recorded a debt discount of $48,050.

~~As of~~Pursuant ~~June~~to ~~30,~~the ~~2025~~terms ~~and~~of the ~~December 31,~~Financing ~~2024~~Agreement, the Company ~~owed~~agreed ~~$77,932~~to ~~and~~pay Meged Funding Group $~~138~~67,~~025~~200 each week, ~~net~~including ofinterest, ~~debt~~based ~~discount~~upon an anticipated 25% of its future receivables until such time as $~~939~~1,680,000 has been paid, a period Meged Funding Group and $3the Financing Parties estimate to be approximately six months. The Financing Agreement also contains customary affirmative and negative covenants,~~244~~ representations and warranties, ~~all~~and ~~respectively~~default and termination provisions.

~~Future~~During June 2024, the Company ~~receivables~~and ~~financing~~Meged Funding Group executed a settlement agreement whereby the Company is to pay a total of $525,000 of principal and interest. This resulted in a net reduction of principal totaling $232,120. This amount is included within loss on settlement of debt on the consolidated statement of operations for the year ended December 31, 2024. A payment of $45,000 in due in July 2024, with ~~Arin~~monthly ~~Funding~~payments of ~~LLC~~$40,000 due ~~non~~beginning in August 2024, and the new maturity date is July 1, 2025. In connection with the settlement agreement, the Company recorded accounts payable of $132,604 to a consultant who facilitated the settlements. The Company accounted for the settlement as a troubled debt restructuring in accordance with ASC 470-~~interest~~60. ~~bearing~~As a result, a loss on settlement of debt of $191,704 was recorded to the consolidated statement of operations for the year ended December 31, 2024. The net impact of the settlement in the consolidated statement of operations for the year ended December 31, 2024 was a gain on settlement of debt of $40,416.

~~On December~~During ~~23, 2024,~~ the ~~Company,~~nine ~~together~~months ~~with~~ended September ~~its subsidiaries (collectively with the Company~~30, ~~the “Financing Parties”)~~2025, ~~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 $420,000 for a purchase price of $300,000. The Company ~~received~~paid ~~cash of~~ $~~292~~85,000 ~~and recorded a debt discount~~ of ~~$8,000. In connection with~~ the ~~note,~~original ~~the Company~~balance ~~issued 4,000 shares~~under to the ~~lender~~agreement. ~~The fair value of $34,512 was a recorded as a debt discount, which will be amortized to interest expense over the life of the loan.~~

~~Pursuant to~~As ~~the terms~~ of ~~the~~September ~~Financing Agreement~~30, ~~the~~2025 and ~~Company agreed to pay Arin Funding LLC $11,029~~December ~~each week~~31, ~~including interest~~2024, ~~based upon~~the anCompany ~~anticipated 8%~~owed ~~of its future receivables until such time as~~ $~~420~~155,000 ~~has been paid, a period Arin Funding LLC~~ and ~~the Financing Parties estimate to be approximately five months. The Financing Agreement also contains customary affirmative and negative covenants~~$240, ~~representations and warranties~~000, ~~and~~respectively ~~default~~pursuant ~~and~~to ~~termination~~this ~~provisions~~agreement.

19Channel Partners Capital LLC Loan, matures May 14, 2026

~~During~~ On November 14, 2024, the Company ~~six~~entered ~~months~~into ~~ended~~an ~~June~~loan 30agreement with Channel Partners Capital LLC for a principal of $250,000. ~~2025~~Under the agreement, the Company received ~~paid~~cash of $~~225~~246,~~000~~840 and ofrecorded ~~the~~a ~~original~~debt ~~balance~~discount ~~under~~of ~~the agreement~~$3,160.

~~As of~~Pursuant ~~June~~to ~~30,~~the ~~2025~~terms ~~and~~of the ~~December 31,~~loan ~~2024~~agreement, the Company ~~owed~~agreed ~~$166,587~~to ~~and~~pay ~~$256,767,~~Channel ~~net~~Partners ofCapital ~~debt~~LLC ~~discount of~~ $517,~~471~~361 each ~~and $40,739, all respectively~~month.

~~Future~~During the nine months ended ~~receivables~~September ~~financing~~30, ~~agreement~~2025, ~~with~~the ~~Fenix~~Company ~~Funding~~paid ~~LLC~~$119,107 of ~~non-interest~~the ~~bearing~~original balance under the agreement.

~~On February~~In ~~24,~~connection ~~2025,~~with the ~~Company,~~sale ~~together~~of ~~with~~substantially ~~its~~all ~~subsidiaries~~of ~~(collectively with~~ the Company~~, the “Financing Parties”),~~’s ~~entered~~operating ~~into~~assets anto ~~Agreement~~subsidiaries of ~~Sale~~Tego ofCyber ~~Future Receipts (the “Financing Agreement”) with Fenix Funding LLC~~Inc. ~~Under~~on ~~the~~August ~~Financing Agreement~~13, 2025m the ~~Financing~~outstanding ~~Parties~~balance ~~sold~~of tothe ~~Fenix~~Channel ~~Funding~~Partners Capital LLC ~~future~~loan was ~~receivables~~assumed inby anthe ~~aggregate~~buyer ~~amount~~as ~~equal~~part toof ~~$399,330~~the ~~for~~transaction. ~~a purchase price of $270~~Accordingly,~~000.~~ ~~The~~the Company ~~received~~derecognized ~~cash~~the ofrelated ~~$261,900 and~~loan ~~recorded~~liability aas ~~debt~~of ~~discount~~the ofdate ~~$8,100~~of sale.

~~Pursuant to~~As ~~the~~of ~~terms~~September of30, ~~the~~2025 ~~Financing~~and ~~Agreement~~December 31, 2024, the Company ~~agreed to pay Fenix Funding LLC~~ owed $~~11,095~~0 ~~each~~and ~~week~~$233, ~~including interest~~101, ~~based upon~~net ~~an anticipated 8%~~ of ~~its~~debt ~~future~~discount ~~receivables~~of ~~until such time as~~ $~~399,330~~0 ~~has~~and ~~been paid~~$2,986, aall ~~period Fenix Funding LLC and the Financing Parties estimate to be approximately six months. The Financing Agreement also contains customary affirmative and negative covenants~~respectively, ~~representations~~disclosed ~~and~~in ~~warranties,~~current ~~and~~liabilities ~~default~~of ~~and~~discontinued ~~termination provisions~~operations.

~~During the six months ended June 30, 2025, the Company paid $157,549 of the original balance under the agreement.~~ 19

AsFuture ofreceivables ~~June~~financing ~~30,~~agreement ~~2025,~~with ~~the~~Arin ~~Company~~Funding LLC, ~~owed~~non-interest ~~$142~~bearing,~~315,~~ ~~net~~matures ofJanuary ~~debt discount of $3~~12,~~182.~~ 2024

~~Headway~~On December 23, 2024, the ~~Capital~~Company, ~~Line~~together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered into an Agreement of ~~Credit~~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 $420,000 for a purchase price of $300,000. The Company received cash of $292,000 and recorded a debt discount of $8,000. In connection with the note, the Company issued 4,000 shares to the lender. The fair value of $34,512 was a recorded as a debt discount, which will be amortized to interest expense over the life of the loan.

OnPursuant to the terms of ~~February~~the ~~21,~~Financing ~~2025~~Agreement, the Company ~~entered~~agreed ~~into~~to apay ~~line~~Arin Funding LLC $11,029 each week, including interest, based upon an anticipated 8% of ~~credit~~its ~~agreement~~future ~~with~~receivables ~~Headway~~until ~~Capital.~~such ~~Under~~time ~~the~~as ~~agreement~~$420,000 has ~~The~~been ~~Company~~paid, ~~received~~a period Arin Funding LLC and the Financing Parties estimate ~~initial~~to ~~cash~~be ~~proceeds~~approximately offive ~~$100~~months. The Financing Agreement also contains customary affirmative and negative covenants,~~000~~ representations and warranties, and default and termination provisions.

~~Pursuant to~~During the ~~terms~~nine ofmonths ~~the~~ended September ~~line~~30, ~~of credit agreement~~2025, the Company ~~agreed~~paid ~~to pay Headway~~ $7225,~~022~~000 of ~~each~~the ~~month~~original balance under athe ~~24 month repayment term~~agreement. ~~The loan bears interest a monthly interest rate of 4.17%.~~

~~During the~~As ~~six~~part ~~months~~of ~~ended June 30, 2025,~~ the ~~Company~~Tego ~~paid $28~~Cyber disposition,~~089~~ of the ~~original~~Arin ~~balance~~Funding ~~under~~Financing ~~the~~Agreement ~~agreement,~~was ~~and~~assigned ~~incurred~~to ~~interest~~Tego ~~of $13~~Cyber,~~857~~ Inc.

As of ~~June~~September 30, 2025 and December 31, 2024, the Company owed $85187,~~768.~~501 and $256,767, net of debt discount of $0 and $40,739, all respectively.

~~Future receivables~~OnDeck ~~financing~~Capital ~~agreement~~Loan, ~~with Casa Capital~~matures November 27, ~~non-interest bearing~~2025

On ~~March~~ ~~24,~~November ~~2025~~27, ~~the Company~~2024, ~~together with its subsidiaries (collectively with~~ the Company, ~~the “Financing Parties”),~~ entered into ana ~~Agreement~~loan ofagreement ~~Sale of Future Receipts (the “Financing Agreement”)~~ with ~~Casa~~OnDeck. ~~Capital~~ Under the ~~Financing Agreement~~agreement, ~~the~~ ~~Financing Parties sold to Casa Capital future receivables in an aggregate amount equal to $298,000 for a purchase price of $200,000.~~ The Company received cash of $~~183~~150,~~580~~000 and recorded a debt discount of $163,~~420~~750.

Pursuant to the terms of the ~~Financing~~Loan Agreement, the Company agreed to pay ~~Casa~~Ondeck ~~Capital~~ $93,~~933~~813 each week~~, including interest, based upon an anticipated 2~~.4% of its future receivables until such time as $298,000 has been paid, a period Casa Capital and the Financing Parties estimate to be approximately seven months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions.

During the ~~six~~nine months ended September ~~June~~ 30, 2025, the Company paid $~~117~~176,~~027~~ 545 of the original balance under the agreement.

AsIn connection with the sale of substantially all of the Company’s operating assets to subsidiaries of ~~June~~Tego 30Cyber Inc. on August 13, 2025, the ~~Company~~outstanding ~~owed~~balance ~~$92~~of the OnDeck Capital Loan was assumed by the buyer as part of the transaction. Accordingly,~~798,~~ ~~net~~the Company derecognized the related loan liability as of ~~debt~~the ~~discount~~date of ~~$8,796~~sale.

20As of September 30, 2025 and December 31, 2024, the Company owed $0 and $138,025, net of debt discount of $0 and $3,244, all respectively, disclosed in current liabilities of discontinued operations.

Future receivables financing agreement with Casa Capital, non-interest bearing

On ~~May~~ 22March 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 $~~186~~298,~~250~~ 000 for a purchase price of $~~125~~200,000. The Company received cash of $~~112~~183,~~105~~580 and recorded a debt discount of $1216,~~895~~420.

Pursuant to the terms of the Financing Agreement, the Company agreed to pay Casa Capital $9,933 each week, including interest, based upon an anticipated 4.2.4% of its future receivables until such time as $~~186~~298,~~250~~000 has been paid, a period Casa Capital and the Financing Parties estimate to be approximately seven months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions.

During the ~~six~~nine months ended September ~~June~~ 30, 2025, the Company paid $7117,~~760~~ 027 of the original balance under the agreement.

As of ~~June~~September 30, 2025, the Company owed $~~112~~115,~~454~~869, net of debt discount of $~~10,209~~586.

~~8. Convertible Debentures~~20

~~As of~~Future ~~June~~receivables ~~30,~~financing ~~2025~~agreement ~~and~~with Casa ~~December 31~~Capital, ~~2024,~~non-interest ~~the Company had outstanding the following convertible debentures:~~ bearing

	June 30,			December 31,
	2025			2024
Convertible promissory note issued to Herald Investment Management Limited, 18% interest, secured, matures March 25, 2025, net of debt discount of $0 and $36,372, respectively	$	700,000		$	663,628
Convertible promissory note issued to 1800 Diagonal Lending LLC, 12% interest, unsecured, matures August 30, 2025, net of debt discount of $0 and $22,086, respectively		380,620			174,564
Convertible promissory note issued to Helena Global Investment Opportunities 1 Ltd., non-interest bearing, secured, matures April 16, 2025, net of debt discount of $0 and $0, respectively		1,200,000			-
Total	$	2,280,620		$	838,192
Less: Current portion of convertible debentures, net of debt discount/premium		(2,280,620	)		(838,192	)
Convertible debentures, net of current portion, net of debt discount	$	-		$	-

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 $186,250 for a purchase price of $125,000. The Company received cash of $112,105 and recorded a debt discount of $12,895.

~~The~~Pursuant to the terms of the Financing Agreement, the Company’s ~~convertible~~agreed ~~debentures~~to ~~have~~pay anCasa ~~effective~~Capital $9,933 each week, including interest, ~~rate~~based ofupon an anticipated 264.12% of its future receivables until such time as $186,250 has been paid, a period Casa Capital and the Financing Parties estimate to be approximately seven months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions.

~~Securities Purchase~~During ~~Agreement~~the –nine months ended September ~~2023~~30, 2025, the Company paid $7,760 of the original balance under the agreement.

~~During~~As ~~the~~of ~~period~~September ~~ending June~~ 30, 2025, the Company ~~had~~owed ~~issued an aggregate of~~ $1128,~~220~~702,~~000~~ ofnet ~~principal and an aggregate~~ of ~~48,800 warrants to~~ debt ~~holders in~~discount ~~connection~~of ~~with the Purchase Agreement~~$3,224.

~~Additionally, the~~Future ~~placement~~receivables ~~agent~~financing ~~for the Purchase~~ agreement ~~receives 7% cash and 7% warrant compensation on amounts closed on pursuant to the agreement.~~with AsFenix ofFunding ~~June 30~~LLC, ~~2025,~~non-interest ~~the placement agent had received an aggregate of 3,416 warrants.~~bearing

~~Convertible~~On February 24, 2025, the ~~promissory~~Company, ~~note~~together with its subsidiaries (collectively with the Company, ~~Herald~~the ~~Investment~~“Financing ~~Management~~Parties”), ~~Limited~~entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Fenix Funding LLC. Under the Financing Agreement, ~~18%~~the ~~interest~~Financing Parties sold to Fenix Funding LLC future receivables in an aggregate amount equal to $399,330 for ~~secured~~a purchase price of $270,000. The ~~matures~~Company ~~March~~received 25cash of $261,900 and ~~2025~~recorded a debt discount of $8,100.

~~On September~~Pursuant ~~25,~~to ~~2023,~~ the ~~Company~~terms ~~issued to Herald Investment Management Limited a senior subordinated secured convertible promissory note~~of in the ~~aggregate~~Financing ~~principal~~Agreement, ~~amount~~the ofCompany ~~$700,000.~~agreed ~~The~~to ~~Company~~pay ~~received~~Fenix ~~cash~~Funding ofLLC $~~669~~11,~~687~~095 each ~~and~~week, ~~recorded~~including ainterest, ~~debt~~based ~~discount~~upon ofan ~~$30,313. The interest~~anticipated 8% onof ~~the~~its ~~outstanding~~future ~~principal~~receivables ~~due~~until ~~under~~such ~~the~~time ~~note~~as ~~accrues~~$399,330 has atbeen paid, a ~~rate~~period ofFenix ~~18%~~Funding ~~per~~LLC ~~annum. All principal~~ and ~~accrued~~the ~~but~~Financing ~~unpaid~~Parties ~~interest under~~estimate ~~the~~to ~~note~~be ~~are~~approximately ~~due~~six ~~on March 25, 2025~~months. The ~~note~~Financing isAgreement ~~convertible~~also ~~into~~contains ~~shares~~customary ofaffirmative ~~the~~and ~~Company’s~~negative ~~common~~covenants, ~~stock~~representations atand warranties, aand ~~fixed~~default ~~conversion~~and ~~price of~~termination ~~$25~~provisions.~~00 per share.~~

~~Additionally, in~~During ~~connection with~~ the ~~note,~~nine ~~the~~months ~~Company~~ended September ~~issued~~30, ~~Herald Investment Management Limited a warrant to purchase 28~~2025,~~000~~ ~~shares of~~ the Company~~’s common~~ ~~stock~~paid ~~at an exercise price~~ $157,549 of ~~$37.50~~the ~~per~~original ~~share.~~balance ~~These~~under ~~warrants~~the ~~expire on September 25, 2028~~agreement.

21As of September 30, 2025, the Company owed $151,546, net of debt discount of $0.

~~The warrants,~~Headway ~~including~~Capital ~~those~~Line ~~issued to the placement agent, had a relative fair value~~ of ~~$318,523, which resulted in an additional debt discount of $318,523. The amount is also included within additional paid-in capital.~~Credit

~~As of~~On ~~June~~February 3021, 2025, ~~and~~the Company ~~December 31,~~entered ~~2024,~~into ~~the~~a ~~Company~~line ~~owed~~of ~~$700,000~~credit ~~and~~agreement ~~$663,628~~with ~~pursuant~~Headway toCapital. ~~this~~Under ~~note~~the agreement, ~~net~~The ofCompany ~~debt~~received ~~discount~~initial cash proceeds of $~~0 and $36~~100,~~372, all respectively~~000.

~~Convertible~~Pursuant to the terms of ~~promissory~~the ~~note~~line of credit agreement, ~~1800~~the ~~Diagonal~~Company ~~Lending~~agreed ~~LLC~~to pay Headway $7,022 each ~~12%~~month under a 24 month repayment term. The loan bears interest, ~~unsecured,~~a ~~matures~~monthly ~~August~~interest ~~30,~~rate ~~2025~~of 4.17%.

OnDuring ~~October 23, 2024,~~ the ~~Company~~nine ~~issued~~months ~~to 1800 Diagonal Lending LLC~~ended anSeptember ~~unsecured~~30, ~~convertible~~2025, ~~promissory note in~~ the ~~aggregate~~Company ~~principal~~paid ~~amount of~~ $~~196~~21,~~650. The Company received cash~~ 067 of ~~$165,000,~~the ~~resulting in an~~ original ~~issue~~balance ~~discount~~under ~~of $31,650. A one-time interest charge of 12%, or $23,598, was applied on~~ the ~~issuance date. The principal and accrued interest is to be paid in five payments beginning on April 30~~agreement, ~~2025, with the final principal~~ and ~~accrued~~incurred interest ~~payment due on August 30, 2025. In the event~~ of ~~a default, the note is convertible into shares of the Company’s common stock a fixed conversion price of~~ $6213,857.~~5 per share.~~

~~During the~~In ~~six~~connection ~~months~~with ~~ended~~the ~~June~~sale ~~30,~~of ~~2025,~~substantially all of the ~~Holder~~Company’s operating ~~elected~~assets to ~~convert~~subsidiaries ~~portions~~ of Tego Cyber Inc. on August 13, 2025, the outstanding balance of the ~~note~~Headway ~~into~~Capital ~~shares~~Line of ~~common~~Credit ~~stock~~was assumed by the buyer as ~~follows:~~part of the transaction. Accordingly, the Company derecognized the related loan liability as of the date of sale.

●As Onof ~~June~~September 1730, 2025, ~~$12,000~~the ofCompany ~~principal~~owed ~~was converted into 6,000 shares of common stock at a conversion price of~~ $~~2 per share~~0.

●Future Onreceivables ~~June~~financing ~~24,~~agreement ~~2025~~with Tego Cyber, ~~$20~~Inc,~~000~~ ofnon-interest ~~principal was converted into 13~~bearing,~~829~~ ~~shares~~matures ofon ~~common stock at a conversion price of $1.4463 per share.~~demand

●During Onthe ~~June~~nine 27months ended September 30, 2025, Tego Cyber provided a short-term loan to the Company for an aggregate amount of $2575,000. ofThe ~~principal~~loans ~~was~~are ~~converted~~unsecured, non-interest ~~into~~bearing ~~29,027~~and ~~shares~~due ofon ~~common~~demand. ~~stock~~The atloans awere ~~conversion~~still ~~price~~outstanding as of ~~$0.8613~~September ~~per~~30, ~~share~~2025.

~~Following these conversions, the outstanding balance of the note, including default amounts of $240,000, was $380,620 as of June 30, 2025.~~21

~~As of June 30, 2025 and December 31, 2024, the Company owed $380,620 and $174,564, net of debt discount of $0 and $22,086 pursuant to this note, all respectively~~8. ~~During~~Convertible ~~the three and six months ended June 30, 2025, the Company recorded $240,970 in additional default interest which increased the principal of the outstanding note.~~Debentures

~~Convertible senior~~As ~~secured~~of ~~debenture~~September 30, ~~Helena~~2025 and ~~Global~~December ~~Investment~~31, ~~Opportunities 1~~2024, ~~Ltd.~~the ~~(“Helena”), 20%~~Company ~~original~~had ~~issue~~outstanding ~~discount,~~the ~~matures April 16,~~following ~~2025~~convertible debentures:

On January 13, 2025, the Company issued to Helena a senior convertible promissory note in the aggregate principal amount of $1,200,000 in connection with the January 2025 Securities Purchase Agreement. The Company received cash of $910,000, net of legal fees of $90,000 and a 20% original issue discount (“OID”). The interest on the outstanding principal due under the note is embedded within the 20% OID, and interest is only due upon default. Under the terms of the agreement the Company will repay the face value of the note on April 16, 2025. 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 (see Note 18).

	September 30,			December 31,
	2025			2024
Convertible promissory note issued to Herald Investment Management Limited, 18% interest, secured, matures March 25, 2025, net of debt discount of $0 and $36,372, respectively	$	700,000		$	663,628
Convertible promissory note issued to 1800 Diagonal Lending LLC, 12% interest, unsecured, matures August 30, 2025, net of debt discount of $0 and $22,086, respectively		380,620			174,564
Convertible promissory note issued to Helena Global Investment Opportunities 1 Ltd., non-interest bearing, secured, matures April 16, 2025, net of debt discount of $0 and $0, respectively		150,000			-
Total	$	1,230,620		$	838,192

Less: Current portion of convertible debentures, net of debt discount/premium		(1,230,620	)		(838,192	)
Convertible debentures, net of current portion, net of debt discount	$	-		$	-

The ~~conversion~~ ~~price~~Company’s inconvertible ~~effect~~debentures ~~on any conversion date, following the original issue date, other than in respect of a Mandatory Conversion~~have ~~(see~~an ~~below),~~effective be a price per share equal to 75% of the volume-weighted average price (“VWAP”) in the 5 trading days ending on the date of the delivery of the applicable conversion notice, (the “Conversion Price”), and which in no event shall be less than the floor price of $1.00 per share. The note will automatically convert into conversion shares 90 days subsequent to the closing of a qualified offering or qualified event and (ii) a further 50% of the principal balance and all unpaid accrued interest onrate ~~the note will automatically convert into conversion shares on the date that 120 calendar days subsequent to the closing~~ of ~~such qualified offering or qualified event. As of June 30, 2025, the note is convertible into~~ ~~480,000 shares of the Company’s common stock using the floor price calculation~~26.1%.

~~In connection~~Securities ~~with~~Purchase ~~the~~Agreement ~~note,~~– ~~the Company issued Helena 90 Series F Preferred Shares which are convertible into 90,453 of the Company’s~~September ~~common stock.~~2023

~~Additionally, in~~During ~~connection with~~ the ~~issuance~~period ofending September ~~this~~30, ~~debt~~2025, the Company had issued aan ~~warrant~~aggregate toof ~~purchase 12~~$1,~~843~~220,000 ~~shares~~ of ~~the~~principal ~~Company’s common~~and ~~stock~~an aggregate of 48,800 warrants to adebt ~~broker~~holders in connection with the Purchase Agreement.

~~Total debt~~Additionally, ~~discount~~the ~~recognized~~placement agent infor ~~connection with this note was $717,532, including~~ the ~~relative~~Purchase ~~fair~~agreement ~~value~~receives 7% ofcash ~~offering~~and 7% ~~costs,~~warrant ~~OID,~~compensation ~~the~~on ~~issuance of~~amounts ~~Series~~closed Eon ~~Preferred~~pursuant ~~Shares~~to ~~and~~ the ~~broker warrants~~agreement. As ~~Through~~of ~~June~~September 30, 2025, ~~$717,532~~the ofplacement ~~debt~~agent ~~discount~~had ~~was~~received ~~amortized.~~an ~~The~~aggregate ~~convertible note payable, net~~ of ~~unamortized discount of $0~~ 3, ~~was $1,200,000 as of June 30, 2025~~416 warrants.

22Convertible promissory note, Herald Investment Management Limited, 18% interest, secured, matures March 25, 2025

9On September 25, 2023, the Company issued to Herald Investment Management Limited a senior subordinated secured convertible promissory note in the aggregate principal amount of $700,000. ~~Warrant~~The ~~Liabilities~~Company received cash of $669,687 and recorded a debt discount of $30,313. The interest on the outstanding principal due under the note accrues at a rate of 18% per annum. All principal and accrued but unpaid interest under the note are due on March 25, 2025. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $25.00 per share.

~~Certain~~Additionally, in connection ofwith the ~~warrants~~note, ~~related to~~ the ~~convertible~~Company ~~debentures~~issued ~~described~~Herald inInvestment ~~Note~~Management 8,Limited ~~Convertible~~a ~~Debentures,~~warrant ~~qualify~~to ~~for liability classification under ASC 480~~purchase 28,000 shares ~~“Distinguishing Liabilities from Equity”. The fair value~~ of the ~~warrant liabilities was measured upon~~Company’s ~~issuance~~common ~~and~~stock ~~is re-measured~~ at ~~the~~an ~~end~~exercise ofprice ~~every reporting period, with the change in fair value reported in the consolidated statement~~ of ~~operations~~$37.50 per asshare. aThese ~~gain~~warrants orexpire ~~loss~~ on September ~~change~~25, ~~in fair value of warrant liabilities~~2028.

The ~~table~~ ~~below~~warrants, ~~sets~~including ~~forth~~those issued ato ~~summary~~the ofplacement ~~changes~~agent, inhad ~~the~~a relative fair value of ~~the~~$318,523, ~~Company’s~~which ~~Level~~resulted 3in ~~warrant~~an ~~liabilities~~additional ~~for~~debt ~~the~~discount ~~six~~of ~~months~~$318,523. ~~ended~~The ~~June~~amount ~~30,~~is ~~2025:~~also included within additional paid-in capital.

	Warrant
	Liability
Balance at December 31, 2024	$	80,520
Issuance of warrants		-
Change in fair value of warrant liabilities		(76,787	)
Return of warrants		-
Balance at June 30, 2025	$	3,733

As of September 30, 2025 and December 31, 2024, the Company owed $700,000 and $663,628 pursuant to this note, net of debt discount of $0 and $36,372, all respectively.

~~The Company~~Convertible ~~uses~~promissory ~~Level~~note, 31800 ~~inputs for its valuation methodology for the warrant liabilities as their fair values were determined by using either~~Diagonal ~~the~~Lending ~~Black-Scholes~~LLC, 12% ~~model~~interest, ~~based~~unsecured, onmatures August ~~various~~30, ~~assumptions or the price of the Company’s common stock.~~2025

~~Significant~~On October 23, 2024, the ~~changes~~Company inissued ~~any~~to of1800 ~~these~~Diagonal ~~inputs~~Lending inLLC ~~isolation~~an ~~would~~unsecured ~~result~~convertible promissory note in athe ~~significant~~aggregate ~~change~~principal amount of $196,650. The Company received cash of $165,000, resulting in ~~the~~an ~~fair~~original ~~value~~issue ~~measurement~~discount of $31,650. AsA ~~required~~one-time interest charge of 12%, ~~these~~or ~~are~~$23,598, ~~classified~~was ~~based~~applied on the ~~lowest~~issuance ~~level~~date. ofThe ~~input~~principal ~~that~~and isaccrued ~~significant~~interest is to be paid in five payments beginning on April 30, 2025, with the ~~fair~~final ~~value~~principal ~~measurement~~and accrued interest payment due on August 30, 2025. ~~The~~In ~~following~~the ~~table~~event ~~shows~~of a default, the ~~assumptions used~~note inis convertible into shares of the ~~calculations:~~Company’s common stock a fixed conversion price of $62.5 per share.

	Expected volatility			Risk-free interest rate			Expected dividend yield			Expected life (in years)
At June 30, 2025		175.53	%		3.79	%		0	%		3.44
At December 31, 2024		183.65	%		4.38	%		0	%		3.94

During the ~~six~~nine months ended September ~~June~~ 30, 2025, the ~~Company~~ ~~settled~~Holder ~~the~~elected ~~portion~~to convert portions of the ~~warrants~~outstanding ~~and~~balance ~~issued~~of ~~66,204~~the note into shares of common stock ~~upon~~as ~~non-cash warrants exercise.~~follows:

~~10.~~● ~~Common~~On ~~Stock~~June 17, 2025, $12,000 of principal was converted into 6,000 shares of common stock at a conversion price of $2 per share.

~~Authorized~~ ● On June 24, 2025, $20,000 of principal was converted into 13,829 shares of common stock at a conversion price of $1.4463 per share.

~~The Company~~● ~~has~~On 1June 27,~~000~~ 2025,~~000~~ $25,000 ~~common~~of principal was converted into 29,027 shares ~~authorized~~of ~~with~~common stock at a ~~par~~conversion ~~value~~price of $0.~~00001~~8613 per share.

~~Issuance~~ Following these conversions, the outstanding balance of ~~shares~~the ~~under~~note, ~~equity~~including default ~~line~~amounts of ~~credit~~$240,000, was $380,620 as of September 30, 2025.

~~The Company~~As ~~entered into an Equity Line~~ of ~~Credit~~September ~~agreement (“ELOC”) on January 13~~30, 2025 and ~~with Helena. On March 13~~December 31, ~~2025~~2024, the Company owed $380,620 and ~~Helena mutually agreed to terminate the ELOC for a termination fee of~~ $~~150~~174,~~000~~564, tonet ~~be paid to Helena within three days~~ of ~~the~~ ~~intended~~debt ~~uplist~~discount ~~to Nasdaq. As part~~ of ~~the~~$0 and ~~ELOC agreement~~$22, ~~Helena received~~086 ~~34,286 commitment~~pursuant ~~shares of the Company’s~~to ~~common~~this ~~stock~~note, ~~which~~all ~~survive termination of the ELOC~~respectively. ~~The~~During ~~fair value of~~ the ~~commitment~~nine ~~shares~~months ~~issued~~ended ~~was~~September ~~$260~~30,~~571,~~ ~~or $7.60 per share. The total fee of $410~~2025,~~571,~~ ~~including~~ the ~~fair~~Company ~~value~~recorded ~~of commitment shares issued and the~~ $~~150~~240,~~000~~970 in ~~ELOC~~additional ~~termination fee, was included in~~default ~~termination~~interest ~~and~~which ~~penalty~~increased ~~fee~~the ~~expense~~principal inof the ~~consolidated~~outstanding ~~statements of operations~~note.

~~During the~~Convertible ~~six~~senior ~~months~~secured ~~ended June 30~~debenture, ~~2025,~~Helena Global ~~the~~Investment ~~Company~~Opportunities ~~issued 66~~1,~~204~~ ~~shares~~Ltd. of(“Helena”), 20% ~~common~~original ~~stock~~issue ~~upon~~discount, ~~non-cash~~matures April ~~warrants~~16, ~~exercise (see Note 9).~~2025

~~During the~~On ~~six~~January ~~months ended June 30~~13, 2025, the Company issued ~~48,856~~to ~~shares~~Helena ofa ~~common~~senior ~~stock~~convertible promissory note in the aggregate principal amount of $1,200,000 in connection with the ~~debt~~January 2025 Securities Purchase Agreement. The Company received cash of $57910,000, net of legal fees of $90,000 and a 20% original issue discount (~~see~~“OID”). ~~Note~~The 8interest on the outstanding principal due under the note is embedded within the 20% OID, and interest is only due upon default. Under the terms of the agreement the Company will repay the face value of the note on April 16, 2025. 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.

23The 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 75% of the volume-weighted average price (“VWAP”) in the 5 trading days ending on the date of the delivery of the applicable conversion notice, (the “Conversion Price”), and which in no event shall be less than the floor price of $1.00 per share. The note will automatically convert into conversion shares 90 days subsequent to the closing of a qualified offering or qualified event and (ii) a further 50% of the principal balance and all unpaid accrued interest on the note will automatically convert into conversion shares on the date that 120 calendar days subsequent to the closing of such qualified offering or qualified event. As of September 30, 2025, the note is convertible into 480,000 shares of the Company’s common stock using the floor price calculation.

~~11.~~In connection with the note, the Company issued Helena 90 Series F Preferred ~~Stock~~Shares which are convertible into 90,453 of the Company’s common stock.

~~See below~~Additionally, ~~for~~in aconnection with ~~description~~the issuance of ~~each~~this ofdebt, the Company’s ~~outstanding~~issued ~~classes~~a ofwarrant ~~preferred~~to ~~stock~~purchase 12,843 shares ~~including~~of ~~historical~~the ~~and~~Company’s ~~current~~common ~~information~~stock to a broker.

Total debt discount recognized in connection with this note was $717,532, including the relative fair value of offering costs, OID, the issuance of Series E Preferred AShares and the broker warrants. Through September 30, 2025, $717,532 of debt discount was amortized.

On July 1, 2025, Helena Partners, on behalf of Helena, issued a formal ~~January~~notice 5of default under the loan and security agreements, ~~2023~~requiring the Company to liquidate and sell its assets no later than August 15, ~~Dominion~~2025. ~~Capital~~Consistent ~~converted~~with this directive, on August 13, 2025, the ~~remaining~~ Company and its subsidiaries completed the sale of substantially all operating assets to subsidiaries of Tego Cyber Inc. (see Note 3). In connection with the transaction, Helena consented to the sale and received $300,000 ~~shares~~ ofstated ~~the~~value ~~Company’s~~of Series A ~~preferred~~Preferred ~~stock~~Stock ~~into~~of Tego Cyber Inc. as partial satisfaction of its secured debt. Helena retained ~~shares~~its senior perfected security interest in all remaining assets until the remaining balance of $150,000 owed by the Company’s ~~common~~is ~~stock~~repaid in full.

~~Series~~As of September 30, 2025, Bthe remaining balance due to Helena under the senior secured convertible debenture was $150,000, which continues to be secured by the Company’s remaining assets.

On April 16, 2018, High Wire designated 4 shares of Series B preferred stock with a stated value of $875,000 per share. The Series B preferred stock is neither redeemable nor convertible into common stock. The principal terms of the Series B preferred stock shares are as follows:23

~~Issue Price~~9. ~~— The~~Warrant ~~stated price for the Series B preferred stock shares shall be $875,000 per share.~~Liabilities

~~Redemption~~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 ~~Series~~fair Bvalue ~~preferred~~of ~~stock~~the ~~shares~~warrant ~~are~~liabilities ~~not~~was ~~redeemable~~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.

~~Dividends —~~ The ~~holders~~table below sets forth a summary of changes in the ~~Series~~fair Bvalue ~~preferred~~of ~~stock~~the ~~shares~~Company’s ~~shall~~Level ~~not~~3 bewarrant ~~entitled~~liabilities tofor ~~receive~~the ~~any~~nine ~~dividends.~~months ended September 30, 2025:

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 $875,000 per share. If upon such liquidation, dissolution or winding up, the assets to be distributed among the Series B preferred stock holders and all other shares of capital stock of the Company having the same liquidation preference as the Series B preferred stock shall be insufficient to permit payment to said holders of such amounts, then all of the assets of the Company then remaining shall be distributed ratably among the Series B preferred stock holders and such other capital stock of the Company having the same liquidation preference as the Series B preferred stock, if any. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, after provision is made for Series B preferred stock holders and all other shares of capital stock of the Company having the same liquidation preference as the Series B preferred stock, if any, then-outstanding as provided above, the holders of common stock and other capital stock of the Company having a liquidation preference junior to the Series B preferred stock shall be entitled to receive ratably all remaining assets of the Company to be distributed.

	Warrant
	Liability
Balance at December 31, 2024	$	80,520
Issuance of warrants		-
Change in fair value of warrant liabilities		(79,987	)
Return of warrants		-
Balance at September 30, 2025	$	533

24The 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.

~~Voting — The~~Significant ~~holders~~changes in any of ~~shares~~these ofinputs ~~Series~~in Bisolation ~~preferred~~would ~~stock~~result ~~shall~~in bea ~~voted~~significant ~~together~~change ~~with~~in the ~~shares~~fair ofvalue ~~common~~measurement. ~~stock~~As ~~such~~required, ~~that the~~these ~~aggregate~~are ~~voting~~classified ~~power~~based on of the ~~Series~~lowest Blevel ~~preferred~~of ~~stock~~input that is ~~equal~~significant to ~~51%~~the offair ~~the~~value ~~total~~measurement. The ~~voting~~following ~~power~~table ofshows the ~~Company.~~assumptions used in the calculations:

Conversion — There are no conversion rights.

	Expected volatility			Risk-free interest rate			Expected dividend yield			Expected life (in years)
At September 30, 2025		182.48	%		3.74	%		0	%		3.19
At December 31, 2024		183.65	%		4.38	%		0	%		3.94

~~In accordance~~During ~~with~~the ~~ASC~~nine ~~480 Distinguishing~~months ~~Liabilities~~ended September ~~from~~30, ~~Equity~~2025, the Company ~~has~~settled ~~classified~~ the ~~Series~~portion Bof ~~preferred~~the ~~stock~~warrants and issued 66,204 shares as ~~temporary~~of ~~equity~~common orstock ~~“mezzanine~~upon non-cash warrants exercise.”

~~Series D~~10. Common Stock

~~On June~~Authorized ~~14, 2021, High Wire designated 6.36~~ shares ~~of Series D preferred stock with a stated value of $2,500,000 per share. The Series D preferred stock is not redeemable.~~

~~On December~~The ~~13, 2021, the~~ Company ~~made~~has ~~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~~1, ~~the Company recorded a deemed dividend of $5~~000,~~852~~000,000 common ~~for~~shares ~~the~~authorized ~~year~~with ~~ended~~a ~~December 31,~~par ~~2021~~value inof ~~accordance with ASC 260-10-599-2~~$0.00001.

~~Subsequent to~~Issuance ~~the first amendment, the principal terms~~ of ~~the Series D preferred stock~~ shares ~~are~~under asequity ~~follows:~~line of credit

~~Issue~~The Company entered into ~~Price~~an ~~— The~~Equity ~~stated~~Line ~~price~~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 $150,000, to be paid to Helena within three days of the ~~Series~~intended Duplist ~~preferred~~to Nasdaq. 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 ~~shall~~issued bewas $2260,~~500~~571,~~000~~ or $7.60 per share. The total fee of $410,571, including the fair value of commitment shares issued and the $150,000 ELOC termination fee, was included in termination and penalty fee expense in the consolidated statements of operations.

~~Redemption~~During the nine months ended ~~— The~~September ~~Series~~30, D2025, ~~preferred~~the ~~stock~~Company issued 66,204 shares ~~are~~of ~~not~~common ~~redeemable~~stock upon non-cash warrants exercise (see Note 9).

~~Dividends~~During the nine months ended ~~— The~~September ~~holders~~30, of2025, the ~~Series~~Company Dissued 48,856 shares ~~preferred~~of common stock ~~shares~~in ~~shall~~connection ~~not~~with bedebt ~~entitled~~of to$57,000 (see ~~receive~~Note ~~any dividends~~8).

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 $2,500,000 for each share of Series D before any distribution or payment shall be made to the holders of any other securities of the Corporation and (ii) then be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder of Common Stock would receive if the Series D were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.24

~~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 $0~~11.~~00001~~ ~~per~~Preferred ~~share of the Corporation (“Common~~ Stock”), and any other series of preferred stock then outstanding that have voting rights, and except as provided in Section 7, not as a separate class, at any annual or special meeting of stockholders of the Corporation, 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 D is equal to the voting power of the shares of Common Stock that each such share of Series D would be convertible into pursuant to Section 6 if the Series D Conversion Date was the date of the vote. The Series D shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation and may act by written consent in the same manner as the holders of Common Stock of the Corporation.

~~Conversion — Beginning~~See ~~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). Onfor ~~the business day immediately preceding the listing of the Common Stock on~~ a ~~national~~description ~~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~~each 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~~outstanding ~~was~~classes ~~$56.25 on June 15, 2021. The Average Price is defined as the average closing price~~ of ~~the~~preferred ~~Company’s common~~ stock ~~for the 10 trading days immediately preceding~~, ~~but not~~ including, ~~the~~historical ~~conversion~~and ~~date~~current information.

25Series A

~~Vote to~~On ~~Change~~January ~~the~~5, ~~Terms of or Issuance of Series D — The affirmative vote at a meeting duly called for such purpose~~2023, orDominion ~~written~~Capital ~~consent~~converted ~~without~~the ~~a meeting~~remaining 300,000 shares of the ~~holders~~Company’s ofSeries ~~not~~A ~~less~~preferred ~~than~~stock ~~fifty-one~~into ~~(51%) of the then outstanding~~ shares of ~~Series D shall be required for any change to~~ the ~~Certificate~~Company’s ~~of Designation, Preferences, Rights and Other Rights of the Series D~~common stock.

~~As of June 30, 2025, the carrying value of the~~ Series ~~D Preferred Stock was $7,745,643. This amount is recorded within equity on the unaudited condensed consolidated balance sheet.~~B

On April 16, 2018, High Wire designated 4 shares of Series B preferred stock with a stated value of $875,000 per share. The Series B preferred stock is neither redeemable nor convertible Einto common stock. The principal terms of the Series B preferred stock shares are as follows:

OnIssue Price — The ~~December~~stated ~~20,~~price ~~2021,~~for the ~~Company designated 2.6 shares of~~ Series EB preferred stock ~~with~~shares ashall ~~stated~~be ~~value of~~ $10875,000 per share. ~~The Series E preferred stock is not redeemable.~~

Redemption — The ~~principal terms of the~~ Series EB preferred stock shares are asnot ~~follows:~~redeemable.

~~Issue Price~~Dividends — The ~~stated~~holders of ~~price for~~ the Series EB preferred stock shares shall not be ~~$875,000~~entitled ~~per~~to ~~share~~receive any dividends.

~~Redemption~~ Preference of Liquidation — The Corporation’s Series EA 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 ~~are~~of ~~not~~the ~~redeemable~~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 $875,000 per share. If upon such liquidation, dissolution or winding up, the assets to be distributed among the Series B preferred stock holders and all other shares of capital stock of the Company having the same liquidation preference as the Series B preferred stock shall be insufficient to permit payment to said holders of such amounts, then all of the assets of the Company then remaining shall be distributed ratably among the Series B preferred stock holders and such other capital stock of the Company having the same liquidation preference as the Series B preferred stock, if any. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, after provision is made for Series B preferred stock holders and all other shares of capital stock of the Company having the same liquidation preference as the Series B preferred stock, if any, then-outstanding as provided above, the holders of common stock and other capital stock of the Company having a liquidation preference junior to the Series B preferred stock shall be entitled to receive ratably all remaining assets of the Company to be distributed.

~~Dividends~~ Voting — The holders of ~~the~~shares of Series EB preferred stock shall be voted together with the shares ~~shall~~of ~~not~~common bestock ~~entitled~~such that the aggregate voting power of the Series B preferred stock is equal to 51% ~~receive~~of ~~any~~the ~~dividends~~total voting power of the Company.

~~Preference of~~Conversion ~~Liquidation~~ — ~~Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary~~There (aare ~~“Liquidation”),~~no the Holders shall (i) first be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to $875,000 for each share of Series E before any distribution or payment shall be made to the holders of any other securities of the Corporation and (ii) then be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder of Common Stock would receive if the Series E were fully converted (disregarding for such purposes any conversion ~~limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock~~rights. ~~The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.~~

~~Voting — Except~~In asaccordance ~~otherwise provided herein or as required by law, the Series E shall be voted together~~ with ~~the~~ASC ~~shares of common~~480 Distinguishing ~~stock,~~Liabilities ~~par~~from ~~value $0.00001 per share of the Corporation (“Common Stock”)~~Equity, and any other series of preferred stock then outstanding that have voting rights, and except as provided in Section 7, below, not as a separate class, at any annual or special meeting of stockholders of the ~~Corporation,~~Company ~~with~~has ~~respect~~classified ~~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 EB ispreferred ~~equal~~stock ~~to the voting power of the~~ shares of Common Stock that each such share of Series E would be convertible into pursuant to Section 6 if the Series E Conversion Date was the date of the vote. The Series E shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation and may act by written consent in the same manner as ~~the~~temporary ~~holders~~equity ofor ~~Common Stock of the Corporation~~“mezzanine.”

~~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 $0.23075 on December 29, 2021.D

~~Vote to~~On ~~Change~~June ~~the Terms of or Issuance of Series E — The affirmative vote at a meeting duly called for such purpose~~14, ~~or written consent without a meeting~~2021, ofHigh ~~the~~Wire ~~holders of not less than fifty-one (51%) of the then outstanding~~ designated 6.36 shares of Series ED ~~shall~~preferred bestock ~~required for~~with ~~any~~a ~~change~~stated tovalue ~~the Certificate~~ of ~~Designation~~$2, ~~Preferences~~500,000 per ~~Rights~~share. ~~and~~The ~~Other~~Series ~~Rights~~D ofpreferred ~~the~~stock ~~Series~~is Enot redeemable.

26On 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 $5,852,000 for the year ended December 31, 2021 in accordance with ASC 260-10-599-2.

~~As of~~Subsequent ~~June~~to ~~30,~~the ~~2025,~~first amendment, the ~~carrying~~principal ~~value~~terms of the Series ED ~~Preferred~~preferred ~~Stock~~stock ~~was~~shares ~~$4,869,434.~~are ~~This~~as ~~amount is recorded within equity on the unaudited condensed consolidated balance sheet.~~follows:

~~Series~~Issue Price — The Fstated price for the Series D preferred stock shares shall be $2,500,000 per share.

~~On January~~Redemption ~~13, 2025, the Company designated 120 shares of~~ — The Series FD preferred stock ~~with~~shares aare ~~stated~~not ~~value of $10,000 per share~~redeemable.

Dividends — The ~~principal~~ ~~terms~~ holders of the Series FD preferred stock shares ~~are~~shall asnot ~~follows:~~be entitled to receive any dividends.

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.25

Preference of Liquidation — Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), ~~subject~~the Holders shall (i) first be entitled to ~~the~~receive ~~rights~~out of ~~any~~the ~~series~~assets, ofwhether ~~preferred~~capital ~~stock~~or ~~that~~surplus, ~~may~~of ~~from~~the ~~time~~Corporation toan ~~time~~amount ~~come~~equal ~~into~~to ~~existence~~$2,500,000 for ~~the~~each ~~holders~~share of Series FD before any distribution or payment shall be made to the holders of any other securities of the Corporation and (ii) then be entitled to receive out of the assets, whether capital or surplus, of the ~~Company~~Corporation the same amount that ~~holders~~ ofa ~~common~~holder ~~stock~~of Common Stock would receive if the Series FD were fully converted (disregarding for such purposes any conversion limitations hereunder) to ~~common~~Common Stock ~~stock~~which atamounts ~~the~~shall ~~conversion~~be ~~price~~paid ~~then~~pari ~~applicable~~passu ~~for~~with ~~each~~all ~~share~~holders of ~~outstanding~~Common ~~share~~Stock. ofThe ~~Series~~Corporation ~~F, which amount~~ shall be ~~paid~~mail towritten ~~the~~notice ~~holders~~ of ~~Series~~any ~~F pari~~such Liquidation, ~~passu with~~not ~~the~~less ~~amount~~than ~~paid~~45 days prior to the ~~holders~~payment ofdate ~~common~~stated ~~stock~~therein, to each Holder.

~~Redemption~~Voting — Except as -otherwise ~~The~~provided in the agreement or as required by law, the Series FD ~~Preferred~~shall be voted together with the shares of common stock, par value $0.00001 per share of the Corporation (“Common Stock”), isand any other series of preferred stock then outstanding that have voting rights, and except as provided in Section 7, not ~~redeemable~~as a separate class, at any annual or special meeting of stockholders of the ~~option~~Corporation, 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 D is equal to the voting power of the shares of Common Stock that each such share of Series D would be convertible into pursuant to Section 6 if the Series D Conversion Date was the date of the vote. The Series D shall be entitled to notice of any ~~holder~~stockholders’ ~~thereof~~meeting in accordance with the Bylaws of the Corporation and may act by written consent in the same manner as the holders of Common Stock of the Corporation.

Conversion — ~~Following~~Beginning ninety (90) days from the date of issuance, all or a portion of the Series FD may be converted into ~~common~~Common ~~stock~~Stock ~~determined~~at bythe ~~dividing~~greater of the Fixed Price and the ~~stated~~Average ~~value~~Price of(as ~~such~~defined ~~share~~below). On the business day immediately preceding the listing of ~~Series~~the FCommon byStock on a national securities exchange (the ~~Conversion~~“Automatic ~~Price.~~Series ~~The~~D Conversion ~~Price~~Date”), ~~and~~without ~~the~~any ~~rate~~further ataction, ~~which~~all shares of Series D Fshall ~~may be~~automatically ~~converted~~convert into shares of ~~common~~Common ~~stock,~~Stock ~~shall~~at bethe ~~subject~~Fixed toPrice, ~~adjustment~~which asis ~~provided~~defined inas the ~~Series~~closing Fprice ~~COD.~~of Asthe ofCommon Stock on the ~~issuance~~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 FD shares ~~and~~were issued on June 3016, ~~2025~~2021, and the ~~Series~~closing Fprice ~~Preferred~~of ~~Shares~~the ~~were~~Company’s ~~convertible~~common ~~into~~stock was $56.25 on 90June 15,~~453~~ ~~shares~~2021. The Average Price is defined as the average closing price of the Company’s common stock for the 10 trading days immediately preceding, but not including, the conversion date.

~~In connection~~Vote ~~with~~to Change the ~~Helena~~Terms ~~note~~of ~~(see~~or ~~Note~~Issuance of ~~8),~~Series ~~the~~D — ~~Company~~The ~~issued~~affirmative ~~Helena~~vote 90at ~~Series~~a Fmeeting ~~Preferred~~duly ~~Shares~~called ~~which~~for ~~are~~such ~~convertible~~purpose, ~~into 90~~or written consent without a meeting,~~453~~ of the ~~Company’s~~holders ~~common~~of ~~stock.~~not ~~The~~less ~~relative~~than ~~fair~~fifty-one ~~value~~(51%) of the then outstanding shares of Series FD ~~Preferred~~shall ~~Stock~~be ~~recorded~~required ~~was~~for ~~$331,439,~~any ~~which~~change isto ~~recorded~~the ~~within~~Certificate ~~equity~~of onDesignation, ~~the~~Preferences, ~~unaudited~~Rights ~~condensed~~and ~~consolidated~~Other ~~balance~~Rights ~~sheet~~of the Series D.

As of September 30, 2025, the carrying value of the Series D Preferred Stock was $7,745,643. This amount is recorded within equity on the unaudited condensed consolidated balance Gsheet.

~~On April 30, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor pursuant to which the Company issued 250 shares of a newly created~~ Series ~~G Convertible Preferred Stock for proceeds of $240,000, which is convertible into common stock, par value $0.00001 per share.~~E

~~The material~~On ~~features~~December ~~of the Series G Preferred Stock~~20, ~~as set forth in the Certificate of Designation for the Preferred Stock (“COD”)~~2021, ~~include~~ the ~~following:~~Company ~~(i) the Series G Preferred Stock is convertible into~~ designated 2.6 shares ~~of our common stock at a price equal to 90% of the~~ ~~lowest traded price~~ of ~~the~~Series ~~Common~~E ~~Stock~~preferred ~~during~~stock ~~the~~with ~~ten (10) trading days immediately preceding any conversion; (ii) conversions are limited so that no conversion may be made to the extent that, following~~ a conversion, the beneficial ownership of the Investor and its affiliates would be more than 4.99% of our outstanding shares of common stock; (iii) the Series G Preferred Stock is entitled to receive dividends at an annual rate of 12% on the stated value ~~thereof, payable quarterly in arrears, in cash or by the issuance~~ of ~~additional shares of Series G Preferred Stock ; (iv) on the earlier of the (1) 90th~~$10,000 ~~calendar~~per ~~day~~share. ~~following~~The ~~the issuance date and (2) the date the Common Stock is listed on a national exchange, the Company has the obligation to redeem the~~ Series GE ~~Preferred~~preferred Stock for an amount equal to 110% of the outstanding Stated Value of the Series G Preferred Stock , plus any accrued but unpaid dividends, plus all other amounts due to the Investor pursuant to the Certificate of Designation; and (v) the Preferred Stock will vote together with our common stock onis ~~an as-converted basis on all matters submitted to a vote of our shareholders, but~~ not ~~in excess of the 4~~redeemable.~~99% conversion limitation.~~

27The principal terms of the Series E preferred stock shares are as follows:

~~Under additional~~Issue ~~covenants~~Price ~~set forth in the COD, holders of the Series G Preferred Stock enjoy certain other rights, including: (i) upon the~~— The ~~consummation~~stated ofprice anfor ~~underwritten offering by~~ the ~~Company resulting in net proceeds of at least $3,000,000, occurring prior to the one year anniversary of the issue date, the Investor shall have the option to convert their~~ Series GE ~~Preferred Stock, along with any other series of~~ preferred stock ofshares ~~the~~shall ~~Company~~be ~~then held by them~~$875,000 per into the securities issued in such underwritten offering, at a 35% discount to the public offering price at which the securities in such offering are issued; (ii) the Investor has the right to have the conversion price adjusted downward to match the conversion price of any newly-issued variable price convertible security with a conversion price more favourable than that set forth in the COD; (iii) Investor has the right to participate in up to 20% of any future financings we may conductshare.

Redemption — 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 GE ~~Preferred~~preferred ~~Stock~~stock ~~and~~shares ~~Conversion Shares.~~are ~~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 lawsredeemable.

~~12.~~Dividends ~~Share~~— The ~~Purchase~~holders of ~~Warrants~~the ~~and~~Series ~~Stock~~E ~~Options~~preferred stock shares shall not be entitled to receive any dividends.

InPreference of Liquidation — Upon ~~connection~~any ~~with~~liquidation, ~~the~~dissolution ~~issuance~~or winding-up of ~~new~~the ~~convertible~~Corporation, ~~debentures~~whether ~~during~~voluntary ~~December~~or ~~2023~~involuntary ~~and~~(a ~~January 2024~~“Liquidation”), the ~~associated~~Holders shall ~~warrants~~(i) ~~qualified~~first ~~for liability~~be ~~classification.~~entitled ~~The~~to ~~fair~~receive ~~value~~out of ~~these~~the ~~warrants~~assets, ~~was~~whether $3capital or surplus,~~733~~ ~~and~~of the Corporation an amount equal to $80875,~~520~~000 for each asshare of ~~June~~Series ~~30,~~E ~~2025~~before ~~and~~any ~~December 31,~~distribution ~~2024,~~or ~~respectively. This~~payment ~~amount~~shall isbe ~~included~~made into ~~warrant~~the ~~liabilities~~holders onof any other securities of the ~~unaudited~~Corporation ~~condensed~~and (ii) ~~consolidated~~then ~~balance~~be ~~sheets.~~entitled ~~The~~to ~~weighted-average~~receive ~~remaining life~~out onof the ~~share~~assets, ~~purchase~~whether ~~warrants~~capital asor surplus, of ~~June~~the ~~30,~~Corporation ~~2025~~the ~~was~~same ~~3.44~~amount ~~years.~~that ~~The~~a ~~weighted-average~~holder ~~remaining~~of ~~life~~Common Stock onwould receive if the ~~stock~~Series ~~options~~E aswere offully converted (disregarding for such purposes any conversion limitations hereunder) to Common ~~June~~Stock ~~30,~~which ~~2025~~amounts ~~was~~shall ~~3.5~~be ~~years.~~paid ~~With~~pari ~~the~~passu ~~exception~~with all holders of ~~those~~Common ~~issued~~Stock. ~~during~~The ~~February~~Corporation ~~2021~~shall ~~and~~mail ~~June~~written ~~2021~~notice of any such Liquidation, ~~the~~not ~~stock~~less ~~options~~than ~~outstanding~~45 ~~at June~~days ~~30,~~prior ~~2025~~to ~~were~~the ~~subject~~payment date stated therein, to ~~vesting~~each ~~terms~~Holder.

InVoting — Except as ~~connection~~otherwise ~~with~~provided ~~the~~herein ~~Helena~~or ~~note~~as ~~(see~~required ~~Note~~by 8)law, the ~~Company~~Series ~~issued~~E ashall ~~warrant~~be tovoted ~~purchase 12,843 shares~~together ofwith the ~~Company’s~~ shares of common stock, topar avalue ~~broker~~$0.00001 ~~The~~per share ~~warrant~~of ~~has~~the anCorporation ~~exercise~~(“Common ~~price~~Stock”), and any other series of ~~$7.48~~preferred ~~per~~stock ~~share~~then outstanding that have voting rights, and ~~expires~~except onas ~~July~~provided 16in Section 7, ~~2030.~~below, Anot ~~volatility~~as a separate class, at any annual or special meeting of ~~184.49%~~stockholders of the Corporation, ~~discount~~with ~~rate~~respect to any question or matter upon which the holders of ~~4.6%~~Common ~~and~~Stock ~~stock~~have ~~price~~the atright to vote, such that the ~~grant~~voting ~~date~~power of ~~$7.60~~each share ~~per~~of Series E is equal to the voting power of the shares of Common Stock that each such share ~~were~~of ~~used~~Series asE ~~Black-Scholes~~would ~~option~~be ~~pricing~~convertible ~~model~~into pursuant ~~inputs~~to Section 6 if the Series E Conversion Date was the date of the vote. The ~~relative~~ ~~fair~~Series ~~value~~E shall be entitled to notice of ~~$96,092~~any ~~was~~stockholders’ meeting ~~recorded~~in asaccordance ~~debt~~with ~~discount~~the Bylaws of the Corporation and ~~within~~may ~~additional~~act ~~paid-~~by written consent in ~~capital~~the same manner as the holders of Common Stock of the Corporation.

~~The following table summarizes the activity of share purchase warrants for the period of January 1, 2025 through June 30, 2025:~~ 26

	Number of warrants			Weighted average exercise price		Intrinsic value
Balance at December 31, 2024		166,444		$	25.81	$	-
Granted		12,843			7.48		-
Exercised		(7,627	)		31.25		-
Expired/forfeited		(2,400	)		62.50		-
Outstanding at June 30, 2025		169,260		$	23.65	$	-
Exercisable at June 30, 2025		156,417		$	24.98	$	-

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 $0.23075 on December 29, 2021.

AsVote to Change the Terms of or Issuance of ~~June~~Series 30E — The affirmative vote at a meeting duly called for such purpose, ~~2025~~or written consent without a meeting, of the ~~following~~holders ~~share~~of ~~purchase~~not ~~warrants~~less ~~were~~than fifty-one (51%) of the then outstanding: shares of Series E shall be required for any change to the Certificate of Designation, Preferences, Rights and Other Rights of the Series E.

Number of warrants		Exercise price		Issuance Date	Expiry date	Remaining life
	50,000		25.00	11/18/2022	11/18/2027		2.39
	52,216		37.50	9/25/2023	9/25/2028		3.24
	563		31.25	12/7/2023	12/7/2028		3.44
	2,415		31.25	12/11/2023	12/11/2028		3.45
	443		31.25	1/11/2024	1/11/2029		3.54
	10,800		13.90	5/9/2024	5/9/2029		3.86
	22,000		10.00	5/16/2024	5/16/2029		3.88
	16,240		12.50	5/23/2024	5/23/2029		3.90
	1,740		11.28	6/19/2024	6/19/2029		3.97
	12,843		7.48	1/13/2025	7/16/2030		5.05
	169,260

As of September 30, 2025, the carrying value of the Series E Preferred Stock was $4,869,434. This amount is recorded within equity on the unaudited condensed consolidated balance sheet.

28Series F

~~The following~~On ~~table~~January ~~summarizes~~13, 2025, the ~~activity~~Company designated 120 shares of ~~stock~~Series ~~options~~F ~~for~~preferred ~~the~~stock ~~period~~with ofa ~~January~~stated 1,value ~~2025~~of ~~through June 30~~$10,000 per ~~2025:~~share.

	Number of stock options		Weighted average exercise price		Intrinsic value
Balance at December 31, 2024		125,557	$	23.77	$	-
Issued		-		-		-
Exercised		-		-		-
Canceled/expired/forfeited		-		-		-
Outstanding at June 30, 2025		125,557	$	23.77	$	-
Exercisable at June 30, 2025		98,640	$	27.10	$	-

The principal terms of the Series F preferred stock shares are as follows:

AsVoting, Dividend and Other Rights — Except as otherwise provided in the Certificate of ~~June~~Designation, 30Preferences, ~~2025~~Rights and Other Rights of the Series F (the “Series F COD”) or as required by law, the ~~following~~Series F shall be voted together with the shares of common stock, ~~options~~and ~~were~~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.

Number of stock options		Exercise price		Issuance Date	Expiry date	Remaining Life
	3,845		145.00	2/23/2021	2/23/2026		0.65
	13,543		63.63	8/18/2021	8/18/2026		1.13
	741		134.95	11/3/2021	11/3/2026		1.35
	481		46.83	3/21/2022	3/21/2027		1.72
	381		26.25	5/16/2022	5/16/2027		1.88
	480		21.88	9/28/2022	9/28/2027		2.25
	2,400		75.00	2/8/2023	2/8/2026		0.61
	261		28.75	2/27/2023	2/27/2028		2.66
	1,513		27.50	5/30/2023	5/30/2028		2.92
	1,064		31.23	7/18/2023	7/18/2028		3.05
	1,515		18.55	10/24/2023	10/24/2028		3.32
	89,223		11.28	6/21/2024	6/21/2029		3.98
	4,694		12.25	9/30/2024	9/30/2029		4.25
	5,416		9.28	12/31/2024	12/31/2029		4.51
	125,557

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.

~~The remaining~~Redemption ~~stock~~-~~based~~ The ~~compensation~~Series F ~~expense~~Preferred onStock ~~unvested~~is ~~stock~~not ~~options~~redeemable ~~was~~at ~~$15,252~~the asoption of ~~June~~any ~~30,~~holder ~~2025~~thereof.

13Conversion — 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. ~~Leases~~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 September 30, 2025, the Series F Preferred Shares were convertible into was 90,453 shares of common stock.

~~The Company~~In ~~leases~~connection ~~certain office space and equipment. Leases~~ with anthe ~~initial~~Helena ~~term~~note (see ofNote 128), ~~months or less are not recorded on~~ the ~~balance sheet; the~~ Company ~~recognizes~~issued ~~lease~~Helena 90 Series ~~expense~~F ~~for~~Preferred ~~these~~Shares ~~leases~~which onare aconvertible ~~straight-line~~into 90,453 of ~~basis over~~ the ~~lease~~Company’s common ~~term~~stock. The ~~depreciable~~relative ~~lives~~fair value of ~~operating lease assets and leasehold improvements are limited by~~ the ~~expected~~Series ~~lease~~F ~~term.~~Preferred ~~The~~Stock ~~Company’s~~recorded ~~leases~~was ~~generally do not provide an implicit rate~~$331,439, ~~and~~which ~~therefore~~is ~~the~~recorded ~~Company~~within ~~uses~~equity ~~its~~on ~~incremental borrowing rate as~~ the ~~discount~~unaudited condensed ~~rate~~consolidated ~~when~~balance ~~measuring operating lease liabilities~~sheet.

~~The following~~Series ~~table sets forth the operating lease right of use (“ROU”) assets and liabilities as of June 30, 2025 and December 31, 2024:~~G

	June 30,		December 31,
	2025		2024
Operating lease assets	$	120,729	$	174,365
Operating lease liabilities:
Current operating lease liabilities		116,373		110,856
Long term operating lease liabilities		9,987		69,094
Total operating lease liabilities	$	126,360	$	179,950

On April 30, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor pursuant to which the Company issued 250 shares of a newly created Series G Convertible Preferred Stock for proceeds of $240,000, which is convertible into common stock, par value $0.00001 per share.

~~Expense~~The material features of the Series ~~related~~G toPreferred ~~leases~~Stock, as set forth in the Certificate of Designation for the Preferred Stock (“COD”), include the following: (i) the Series G Preferred Stock is ~~recorded~~convertible oninto shares of our common stock at a ~~straight-line~~price ~~basis~~equal ~~over~~to 90% of the ~~lease~~lowest ~~term,~~traded ~~including~~price of ~~rent~~the ~~holidays.~~Common ~~During~~Stock during the ~~six~~ten ~~months~~(10) ~~ended~~trading ~~June~~days immediately preceding any conversion; (ii) conversions are limited so that no conversion 30may be made to the extent that, ~~2025~~following ~~and~~a ~~2024~~conversion, the ~~Company~~beneficial ~~recognized~~ownership ~~operating~~of ~~lease~~the ~~expense~~Investor and its affiliates would be more than 4.99% of our outstanding shares of common stock; (iii) the Series G Preferred Stock is entitled to receive dividends at an annual rate of ~~$57~~12% on the stated value thereof,~~334~~ ~~and~~payable ~~$57~~quarterly in arrears,~~334,~~ ~~respectively.~~in ~~Operating~~cash ~~lease~~or ~~costs~~by ~~are~~the issuance of additional shares of Series G Preferred Stock ~~included~~; ~~within~~(iv) ~~general~~on the earlier of the (1) 90th calendar day following the issuance date and ~~administrative~~(2) ~~expenses~~the date the Common Stock is listed on a national exchange, the ~~unaudited~~Company ~~condensed~~has ~~consolidated~~the ~~statements~~obligation to redeem the Series G Preferred Stock for an amount equal to 110% of ~~operations.~~the outstanding ~~During~~Stated Value of the ~~six months~~Series ~~ended~~G ~~June~~Preferred 30Stock , ~~2025~~plus ~~and~~any ~~2024~~accrued but unpaid dividends, ~~short-term~~plus ~~lease~~all ~~costs~~other ~~were~~amounts ~~$2,455~~due to the Investor pursuant to the Certificate of Designation; and $0(v) the Preferred Stock will vote together with our common stock on an as-converted basis on all matters submitted to a vote of our shareholders, ~~respectively~~but not in excess of the 4.99% conversion limitation.

2927

~~Cash paid~~Under ~~for~~additional ~~amounts~~covenants ~~included~~set forth in the ~~measurement~~COD, holders of ~~operating~~the ~~lease~~Series ~~liabilities~~G ~~were $57~~Preferred Stock enjoy certain other rights,~~289 and~~ including: (i) upon the consummation of an underwritten offering by the Company resulting in net proceeds of at least $543,~~561~~000, ~~respectively~~000, ~~for~~occurring prior to the one year anniversary of the issue date, ~~six~~the ~~months~~Investor ~~ended June~~shall 30have the option to convert their Series G Preferred Stock, ~~2025~~along ~~and~~with ~~2024.~~any ~~These~~other ~~amounts~~series ~~are~~of ~~included~~preferred instock ~~operating~~of ~~activities~~the Company then held by them, into the securities issued in such underwritten offering, at a 35% discount to the ~~unaudited~~public ~~condensed~~offering ~~consolidated~~price at which ~~statements~~the ofsecurities ~~cash~~in ~~flows.~~such ~~During~~offering are issued; (ii) the ~~six~~Investor ~~months~~has ~~ended~~the ~~June~~right ~~30,~~to ~~2025~~have ~~and~~the ~~2024,~~conversion price adjusted downward to match the conversion ~~Company~~price ~~reduced~~of ~~its~~any ~~operating~~newly-issued ~~lease~~variable ~~liabilities~~price byconvertible security with a conversion price more favourable than that set forth ~~$53,590~~in ~~and~~the ~~$48,459,~~COD; ~~respectively,~~(iii) ~~for~~Investor ~~cash~~has ~~paid~~the right to participate in up to 20% of any future financings we may conduct.

The Company relied on the exemption ~~operating~~from ~~lease~~registration ~~liabilities~~afforded asby Section 4(a)(2) of ~~June~~the 30Securities Act of 1933, ~~2025~~as ~~reflect~~amended a(the ~~weighted~~“Securities ~~average~~Act”) ~~discount~~and ~~rate~~Regulation D promulgated thereunder in connection with the issuance and sale of 5%the Series G Preferred Stock and Conversion Shares. The ~~weighted~~offer ~~average~~and sale ~~remaining~~of ~~term~~the ofSeries G Preferred Stock and Conversion Shares have not been registered under the Securities Act and may not be offered or sold in the ~~leases~~United isStates ~~1.08~~in ~~years.~~the ~~Remaining~~absence ~~lease~~of ~~payments~~an aseffective registration statement or exemption from the registration requirements of ~~June~~the Securities 30Act, ~~2025~~and ~~are~~in aseach ~~follows:~~ case in compliance with applicable state securities laws.

Year ending December 31,
2025	$	59,676
2026		70,179
Total lease payments		129,855
Less: imputed interest		(3,495	)
Total	$	126,360

12.

Share Purchase Warrants and Stock Options

14In connection with the issuance of new convertible debentures during December 2023 and January 2024, the associated warrants qualified for liability classification. The ~~Commitments~~fair value of these warrants was $533 and ~~Contingencies~~$80,520 as of September 30, 2025 and December 31, 2024, respectively. This amount is included in warrant liabilities on the unaudited condensed consolidated balance sheets. The weighted-average remaining life on the share purchase warrants as of September 30, 2025 was 3.19 years. The weighted-average remaining life on the stock options as of September 30, 2025 was 3.25 years. With the exception of those issued during February 2021 and June 2021, the stock options outstanding at September 30, 2025 were subject to vesting terms.

~~Leases~~In connection with the Helena note (see Note 8), the Company issued a warrant to purchase 12,843 shares of the Company’s common stock to a broker. The warrant has an exercise price of $7.48 per share and expires on July 16, 2030. A volatility of 184.49%, discount rate of 4.6% and stock price at the grant date of $7.60 per share were used as Black-Scholes option pricing model inputs. The relative fair value of $96,092 was recorded as debt discount and within additional paid-in capital.

The ~~Company~~ ~~leases~~following ~~its~~table ~~principal~~summarizes the ~~offices~~activity ~~under a lease that expires in 2026. Leases with an initial term~~ of 12share ~~months~~purchase orwarrants ~~less~~for ~~and immaterial leases are not recorded on~~ the ~~balance~~period ~~sheet~~of ~~(refer~~January ~~to Note 13~~1, ~~Leases,~~2025 ~~for~~through ~~amounts~~September ~~expensed during the six months ended June~~ 30, 2025 ~~and 2024).~~:

Legal proceedings

	Number of warrants			Weighted average exercise price		Intrinsic value
Balance at December 31, 2024		166,444			25.81		-
Granted		12,843			7.48		-
Exercised		(7,627	)		31.25		-
Expired/forfeited		(2,400	)		62.50		-
Outstanding at September 30, 2025		169,260		$	23.65	$	-
Exercisable at September 30, 2025		169,260		$	23.65	$	-

~~In the~~As ~~normal course~~ of ~~business~~September ~~or otherwise~~30, 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 established2025, ~~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,~~following ~~the~~share ~~minimum~~purchase ~~amount~~warrants inwere 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.outstanding:

15. Segment Disclosures

Number of warrants		Exercise price		Issuance Date	Expiry date	Remaining life
	50,000		25.00	11/18/2022	11/18/2027		2.13
	52,216		37.50	9/25/2023	9/25/2028		2.99
	563		31.25	12/7/2023	12/7/2028		3.19
	2,415		31.25	12/11/2023	12/11/2028		3.20
	443		31.25	1/11/2024	1/11/2029		3.28
	10,800		13.90	5/9/2024	5/9/2029		3.61
	22,000		10.00	5/16/2024	5/16/2029		3.63
	16,240		12.50	5/23/2024	5/23/2029		3.65
	1,740		11.28	6/19/2024	6/19/2029		3.72
	12,843		7.48	1/13/2025	7/16/2030		4.79
	169,260

~~During the three and six months ended June 30, 2025 and 2024, the Company had three operating segments including:~~28

●The ~~Cybersecurity,~~following ~~which~~table issummarizes the ~~comprised~~activity of ~~HWN~~stock ~~and~~options ~~OCL.~~for the period of January 1, 2025 through September 30, 2025:

● SVC, which consists of the Company’s SVC subsidiary. ● Corporate, which consists of the rest of the Company’s operations.

	Number of stock options		Weighted average exercise price		Intrinsic value
Balance at December 31, 2024		125,557	$	23.77	$	-
Issued		-		-		-
Exercised		-		-		-
Canceled/expired/forfeited		-		-		-
Outstanding at September 30, 2025		125,557	$	23.77	$	-
Exercisable at September 30, 2025		98,640	$	27.10	$	-

~~Factors used~~As ~~to identify the Company’s reportable segments include the organizational structure~~ of ~~the~~September ~~Company~~30, ~~and~~2025, the ~~financial~~following ~~information~~stock ~~available~~options ~~for~~were 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).outstanding:

Number of stock options		Exercise price		Issuance Date	Expiry date	Remaining Life
	3,845		145.00	2/23/2021	2/23/2026		0.40
	13,543		63.63	8/18/2021	8/18/2026		0.88
	741		134.95	11/3/2021	11/3/2026		1.09
	481		46.83	3/21/2022	3/21/2027		1.47
	381		26.25	5/16/2022	5/16/2027		1.62
	480		21.88	9/28/2022	9/28/2027		1.99
	2,400		75.00	2/8/2023	2/8/2026		0.36
	261		28.75	2/27/2023	2/27/2028		2.41
	1,513		27.50	5/30/2023	5/30/2028		2.67
	1,064		31.23	7/18/2023	7/18/2028		2.80
	1,515		18.55	10/24/2023	10/24/2028		3.07
	89,223		11.28	6/21/2024	6/21/2029		3.73
	4,694		12.25	9/30/2024	9/30/2029		4.00
	5,416		9.28	12/31/2024	12/31/2029		4.25
	125,557

~~Financial statement~~The ~~information~~remaining bystock-based compensation ~~operating~~expense ~~segment~~on ~~for~~unvested ~~the~~stock ~~three~~options ~~and~~was ~~six~~$7,177 ~~months~~as ~~ended~~of ~~June~~September 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	$	-		$	1,009,904		$	1,246,550	$	2,256,454		$	-		$	2,073,341		$	2,354,739	$	4,428,080
Operating (loss) income		(8,075	)		(1,435,319	)		54,212		(1,389,182	)		(118,258	)		(2,638,179	)		45,742		(2,710,695	)
Interest expense		285,486			120,855			15,145		421,486			318,475			230,068			33,528		582,071
Depreciation and amortization		-			41,720			141,495		183,215			-			84,440			282,989		367,429
Total assets as of June 30, 2025		14,865			1,502,933			3,944,363		5,462,161			14,865			1,502,933			3,944,363		5,462,161

13.

Leases

~~Geographic~~The Company leases certain ~~information~~office asspace and equipment. Leases with an initial term of ~~and~~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 ~~six~~lease ~~months~~term. ~~ended~~The ~~June~~depreciable 30lives 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, ~~2025~~and istherefore the ~~presented~~Company ~~below:~~uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities.

	Revenues For The Six Months Ended June 30, 2025		Long-lived Assets as of June 30, 2025
United States		4,428,080		4,101,961
Consolidated total	$	4,428,080	$	4,101,961

The following table sets forth the operating lease right of use (“ROU”) assets and liabilities as of September 30, 2025 and December 31, 2024:

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:

	September 30,		December 31,
	2025		2024
Operating lease assets	$	93,435	$	174,365

Operating lease liabilities:
Current operating lease liabilities		98,134		110,856
Long term operating lease liabilities		-		69,094
Total operating lease liabilities	$	98,134	$	179,950

	Three Months Ended June 30, 2024												Six Months Ended June 30, 2024
	Corporate			Cybersecurity			SVC			Total			Corporate			Cybersecurity			SVC			Total
Net sales	$	-		$	1,046,566		$	891,052		$	1,937,618		$	-		$	2,092,394		$	1,906,727		$	3,999,121
Operating (loss) income		(350,752	)		(2,528,811	)		(124,151	)		(3,003,714	)		(632,174	)		(3,776,150	)		(122,715	)		(4,531,039	)
Interest expense		190,839			553,198			-			744,037			351,659			635,414			-			987,073
Depreciation and amortization		-			92,028			141,495			233,523			-			150,389			271,472			421,861
Total assets as of December 31, 2024		16,265			231,631			5,538,875			5,786,771			16,265			231,631			5,538,875			5,786,771

~~Geographic~~Expense related to leases ~~information~~is asrecorded ofon ~~and~~a ~~for~~straight-line basis over the ~~six~~lease term, including rent holidays. During the nine months ended ~~June~~September 30, 2025 and 2024, the Company recognized operating lease expense of $86,002 and as$86,002, respectively. Operating lease costs are included within general and administrative expenses on the unaudited condensed consolidated statements of ~~December 31~~operations. During the nine months ended September 30, 2025 and 2024, isshort-term ~~presented~~lease ~~below:~~costs were $8,542 and $0, respectively.

	Revenues For The Six Months Ended June 30, 2024		Long-lived Assets as of December 31, 2024
United States		3,999,121		4,523,026
Consolidated total	$	3,999,121	$	4,523,026

Cash paid for amounts included in the measurement of operating lease liabilities were $86,888 and $82,751, respectively, for the nine months ended September 30, 2025 and 2024. These amounts are included in operating activities in the unaudited condensed consolidated statements of cash flows. During the nine months ended September 30, 2025 and 2024, the Company reduced its operating lease liabilities by $81,816 and $74,028, respectively, for cash paid.

31The operating lease liabilities as of September 30, 2025 reflect a weighted average discount rate of 5%. The weighted average remaining term of the leases is 0.83 years. Remaining lease payments as of September 30, 2025 are as follows:

16. Earnings Per Share

Year ending December 31,
2025	$	30,077
2026		70,179
Total lease payments		100,256
Less: imputed interest		(2,122	)
Total	$	98,134

~~The following~~14. ~~table~~Commitments ~~shows the computation of basic~~ and ~~diluted earnings per share for the three and six months ended June 30, 2025 and 2024:~~Contingencies

	For The Three Months Ended						For The Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Numerator:
Net loss from continuing operations	$	(1,900,304	)	$	(3,761,579	)	$	(4,456,881	)	$	(6,052,506	)
Net income from discontinued operations, net of tax	$	-		$	7,860,514		$	-		$	9,737,003
Net income (loss) attributable to High Wire Networks, Inc. common shareholders	$	(1,900,304	)	$	4,098,935		$	(4,456,881	)	$	3,684,497
Denominator
Weighted average common shares outstanding, basic		1,035,704			962,482			1,017,209			962,318
Effect of dilutive securities		-			125,725			-			125,725
Weighted average common shares outstanding, diluted		1,035,704			1,088,206			1,017,209			1,088,043
Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, basic:
Net loss from continuing operations	$	(1.83	)	$	(3.91	)	$	(4.38	)	$	(6.29	)
Net income from discontinued operations, net of taxes	$	-		$	8.17		$	-		$	10.12
Net income (loss) per share	$	(1.83	)	$	4.26		$	(4.38	)	$	3.83
Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, diluted:
Net loss from continuing operations	$	(1.83	)	$	(3.46	)	$	(4.38	)	$	(5.56	)
Net income from discontinued operations, net of taxes	$	-		$	7.22		$	-		$	8.95
Net income (loss) per share	$	(1.83	)	$	3.77		$	(4.38	)	$	3.39

Leases

17The Company leases its principal offices under a lease that expires in 2026. ~~Discontinued~~Leases ~~Operations~~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 nine months ended September 30, 2025 and 2024).

~~On June~~Legal ~~27, 2024, HWN sold the assets of its technology services business unit. The operations of the sold business unit qualified for discontinued operations treatment.~~proceedings

~~The results~~In ofthe ~~operations~~normal course of business or otherwise, the ~~sold~~Company ~~business~~may ~~unit~~become ~~have~~involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been ~~included~~incurred ~~within~~and ~~net~~the ~~income~~amount ~~(loss)~~can ~~from~~be ~~discontinued~~reasonably ~~operations,~~estimated. ~~net~~When only a range of ~~tax~~possible loss can be established, onthe most probable amount in the ~~unaudited~~range ~~condensed~~is ~~consolidated~~accrued. ~~statements~~If ofno ~~operations~~amount ~~for~~within this range is a better estimate than any other amount within the range, ~~three~~the ~~and~~minimum ~~six~~amount ~~months~~in ~~ended~~the ~~June~~range 30is accrued. The accrual for a litigation loss contingency might include, ~~2025~~for example, estimates of potential damages, outside legal fees and ~~2024~~other directly related costs expected to be incurred.

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 Tropical15. AsSegment ~~a result, both subsidiaries qualify for discontinued operations treatment.~~Disclosures

~~The assets~~During ~~and~~the ~~liabilities~~nine ofmonths ~~AWS~~ended September ~~PR and Tropical as of June~~ 30, 2025 and ~~December 31~~2024, ~~2024 have been included within~~ the ~~unaudited~~Company ~~condensed consolidated~~operated ~~balance~~through ~~sheet~~three ~~as current assets of discontinued operations and current liabilities of discontinued operations.~~segments:

~~The results~~● ~~of operations of AWS PR and Tropical have been included within net income (loss) from discontinued operations~~Cybersecurity, ~~net~~which ofis ~~tax,~~comprised ~~on the unaudited condensed consolidated statements~~ of ~~operations~~HWN ~~for the three~~ and ~~six months ended June 30, 2025 and 2024~~OCL.

32● SVC, which consists of the Company’s SVC subsidiary. ● Corporate, which consists of the rest of the Company’s operations.

~~The~~Factors used to identify ~~following~~the ~~table~~Company’s ~~shows~~reportable segments include the ~~balance~~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 ~~discontinued~~segments ~~operations~~have asbeen ofbroken ~~June~~out ~~30,~~based ~~2025~~on similar economic and ~~December 31,~~other ~~2024:~~qualitative criteria. The Company operates all reporting segments in one geographical area (the United States).

	June 30,		December 31,
	2025		2024
Current assets:
Accounts receivable	$	-	$	-
Current assets of discontinued operations	$	-	$	-
Current liabilities:
Accounts payable and accrued liabilities	$	505,782	$	505,782
Current liabilities of discontinued operations	$	505,782	$	505,782

~~The following~~On ~~table~~August ~~shows~~13, 2025, the ~~statement~~Company completed the sale of ~~operations~~substantially ~~for~~all operating ~~the~~assets ~~Company’s~~of ~~discontinued~~HWN ~~operations~~and ~~for~~SVC ~~the~~to ~~three~~subsidiaries ~~and~~of ~~six~~Tego ~~months~~Cyber ~~ended June~~Inc. 30(see Note 3). As a result of these divestitures, ~~2025~~the Cybersecurity and ~~2024:~~SVC segments were disposed of and their operations have been presented as discontinued operations for all periods presented.

	For the three months ended					For the six months ended
	June 30,					June 30,
	2025		2024			2025		2024
Revenue	$	-	$	1,969,052		$	-	$	7,558,530
Operating expenses:
Cost of revenues		-		1,103,457			-		4,132,178
Salaries and wages		-		686,566			-		1,136,044
General and administrative		-		269,288			-		505,578
Total operating expenses		-		2,059,311			-		5,773,800
Income from operations		-		(90,259	)		-		1,784,730
Other income (expenses):
Gain on sale of business unit				7,950,773					7,950,773
Other income		-		-			-		1,500
Total other income (expense)		-		7,950,773			-		7,952,273
Pre-tax income (loss) from discontinued operations		-		7,860,514			-		9,737,003
Provision for income taxes		-		-			-		-
Net income (loss) from discontinued operations, net of tax	$	-	$	7,860,514		$	-	$	9,737,003

Following these transactions, the Company no longer has any active operating segments other than Corporate, which consists primarily of administrative activities and residual asset management. Accordingly, segment reporting information for the nine months ended September 30, 2025 reflects this change.

33Financial statement information by operating segment for the three and nine months ended September 30, 2025 is presented below:

18. Subsequent Events

	Three Months Ended September 30, 2025											Nine Months Ended September 30, 2025
	Corporate			Cybersecurity			SVC		Total			Corporate			Cybersecurity			SVC		Total

Revenue	$	-		$	-		$	-	$	-		$	-		$	-		$	-	$	-
Operating loss		(8,075	)		(10,644	)		-		(18,719	)		(126,333	)		(70,435	)		-		(196,767	)
Interest expense		2,343			167,225			136,133		305,701			320,817			397,293			169,661		887,771
Depreciation and amortization		-			-			-		-			-			-			-		-
Total assets as of September 30, 2025		14,865			933,435			280,000		1,228,300			14,865			933,435			280,000		1,228,300

~~Board~~ Geographic information as of ~~Directors~~and for the nine months ended September 30, 2025 is presented below:-

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

	Revenues For The Nine Months Ended September 30, 2025		Long-lived Assets as of September 30, 2025
United States		-		1,213,435
Consolidated total	$	-	$	1,213,435

~~Sale~~Financial statement information by operating segment for the three ofand ~~Assets~~nine months ended September 30, 2024 is presented below:

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

	Three Months Ended September 30, 2024											Nine Months Ended September 30, 2024
	Corporate			Cybersecurity			SVC		Total			Corporate			Cybersecurity			SVC		Total

Net sales	$	-		$	-		$	-	$	-		$	-		$	-		$	-	$	-
Operating (loss) income		(316,567	)		(28,669	)		-		(345,236	)		(1,059,650	)		(86,002	)		-		(1,145,652	)
Interest expense		46,920			3,275			-		50,195			398,579			638,689			-		1,037,268
Depreciation and amortization		-			-			-		-			-			-			-		-
Total assets of continuing operations as of December 31, 2024		16,265			174,365			-		190,630			16,265			174,365			-		190,630
Total assets of discontinued operation as of December 31, 2024		-			57,266			5,538,875		5,596,141			-			57,266			5,538,875		5,596,141

~~Consistent with~~Geographic ~~that~~information ~~directive,~~as onof ~~August~~and ~~13,~~for ~~2025~~ the ~~Company~~nine ~~and~~months ~~its~~ended ~~subsidiaries executed two asset purchase agreements with wholly owned subsidiaries~~September of30, ~~Tego~~2024 ~~Cyber~~is ~~Inc.~~presented ~~(“Tego Cyber”) to divest substantially all operating assets of its cybersecurity and voice network business units.~~below:-

● 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.

	Revenues For The Nine Months Ended September 30, 2024		Long-lived Assets as of December 31, 2024
United States		-		174,365
Consolidated total	$	-	$	174,365

● 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.31

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 stated value of Series A preferred stock of Tego Cyber Inc16. asEarnings ~~partial~~Per 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.Share

34The following table shows the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	For The Three Months Ended						For The Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Numerator:
Net loss from continuing operations	$	(347,133	)	$	(841,802	)	$	(2,271,366	)	$	(2,668,763	)
Net income from discontinued operations, net of tax	$	(532,860	)	$	(828,637	)	$	(3,065,507	)	$	4,682,821
Net income (loss) attributable to High Wire Networks, Inc. common shareholders	$	(879,993	)	$	(1,670,439	)	$	(5,336,873	)	$	2,014,058

Denominator
Weighted average common shares outstanding, basic		1,119,665			963,650			1,017,209			962,765
Effect of dilutive securities		-			-			-			109,485
Weighted average common shares outstanding, diluted		1,119,665			963,650			1,017,209			1,072,250

Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, basic:
Net loss from continuing operations	$	(0.31	)	$	(0.87	)	$	(2.23	)	$	(2.77	)
Net income from discontinued operations, net of taxes	$	(0.48	)	$	(0.86	)	$	(3.01	)	$	4.86
Net income (loss) per share	$	(0.79	)	$	(1.73	)	$	(5.25	)	$	2.09

Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, diluted:
Net loss from continuing operations	$	(0.31	)	$	(0.87	)	$	(2.23	)	$	(2.49	)
Net income from discontinued operations, net of taxes	$	(0.48	)	$	(0.86	)	$	(3.01	)	$	4.37
Net income (loss) per share	$	(0.79	)	$	(1.73	)	$	(5.25	)	$	1.88

~~This quarterly report contains forward-looking statements~~17. ~~These~~Discontinued 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.Operations

~~Our unaudited~~On ~~condensed~~June ~~consolidated~~27, ~~financial~~2024, ~~statements~~HWN ~~are stated in United States dollars ($) and are prepared in accordance with United~~sold ~~States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and~~ the ~~related~~assets ~~notes~~of ~~that~~its ~~appear~~technology ~~elsewhere~~services inbusiness ~~this quarterly report~~unit. The ~~following~~operations ~~discussion~~of ~~contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in~~ the ~~forward~~sold ~~looking~~business ~~statements. Factors~~unit ~~that~~qualified ~~could~~for ~~cause~~discontinued oroperations ~~contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report~~treatment.

~~All~~On August 13, 2025, the Company completed the sale of substantially all ~~references~~operating toassets ~~“common~~of ~~stock”~~HWN ~~refer~~and SVC to subsidiaries of Tego Cyber Inc. (see Note 3). As a result of these divestitures, the ~~common~~Cybersecurity and ~~shares~~SVC insegments ~~our~~were ~~capital~~disposed ~~stock~~of and their operations have been presented as discontinued operations for all periods presented.

~~Unless specifically~~The ~~set~~results ~~forth~~of tooperations of the ~~contrary,~~sold ~~when~~business ~~used~~unit inhave ~~this~~been ~~report~~included ~~the~~within ~~terms~~net ~~“we”~~(loss) income from discontinued operations, ~~“our”~~net of tax, on the ~~“Company”~~unaudited condensed ~~and~~consolidated ~~similar~~statements ~~terms~~of ~~refer~~operations tofor ~~High~~the ~~Wire~~three ~~Networks,~~and ~~Inc.,~~nine amonths ~~Nevada~~ended ~~corporation~~September 30, 2025 and ~~its consolidated subsidiaries~~2024.

~~The~~In connection with the sale ~~information~~of ~~that~~HWN’s ~~appears~~technology onservices ~~our~~business ~~website~~unit, atthe ~~www.HighWireNetworks.com~~Company is ~~not~~now ~~part~~subject to a non-compete which precludes it from operating businesses similar to that of ~~this~~AWS ~~report~~PR and Tropical. As a result, both subsidiaries qualify for discontinued operations treatment.

~~Description~~The assets and liabilities of ~~Business~~AWS PR and Tropical as of September 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.

~~Business~~The assets and liabilities ~~Overview~~of HWN and SVC as of December 31, 2024 have been included within the unaudited condensed consolidated balance sheet as current assets of discontinued operations, non-current assets of discontinued operations and current liabilities of discontinued operations.

~~HWN, Inc.,~~The ~~(d/b/a~~results ~~High~~of ~~Wire~~operations of ~~Network~~AWS ~~Solutions~~PR, ~~Inc.)~~cybersecurity ~~(“HWN”)~~and ~~was~~voice ~~incorporated~~network inbusiness ~~Delaware~~units onand ~~January~~Tropical ~~20,~~have ~~2017.~~been ~~HWN~~included iswithin anet ~~global provider~~(loss) ofincome ~~managed~~from ~~cybersecurity~~discontinued operations, ~~and~~net ~~managed~~of ~~networks~~tax, ~~delivered~~on ~~exclusively~~the ~~through~~unaudited acondensed ~~channel~~consolidated ~~sales~~statements ~~model.~~of ~~Our~~operations ~~Overwatch managed security platform-as-a-service offers organizations end-to-end protection~~ for ~~networks,~~the ~~data,~~three ~~endpoints~~ and ~~users~~nine ~~via~~months ~~multiyear~~ended ~~recurring revenue~~September ~~contracts~~30, in2025 ~~this~~and ~~fast-growing technology segment~~2024. ~~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.32

~~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~~following ~~was~~table ~~accounted for as a reverse merger. At~~ shows the ~~time~~ balance of the ~~reverse merger, High Wire~~Company’s ~~subsidiaries~~discontinued ~~included~~operations ~~ADEX~~as ~~Corporation,~~of ~~ADEX~~September ~~Puerto Rico LLC~~30, ~~ADEX~~2025 ~~Canada, ADEX Towers, Inc.~~ and ~~ADEX~~December 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.~~2024:

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.

	September 30,		December 31,
	2025		2024
Current assets:
Cash	$	-	$	220,478
Accounts receivable, net of allowances of $0 and $0, respectively, and unbilled revenue of $0
and $7,845, respectively		-		830,607
Prepaid expenses and other current assets		-		196,395
Current assets of discontinued operations	$	-	$	1,247,480

Property and equipment, net of accumulated depreciation of $0 and $732,804, respectively	$	-	$	785,238
Goodwill		-		605,584
Intangible assets, net of accumulated amortization of $0 and $1,481,907, respectively		-		2,957,839
Non-current assets of discontinued operations	$	-	$	4,348,661

Current liabilities:
Accounts payable and accrued liabilities	$	505,782	$	2,067,158
Contract liabilities		-		25,144
Current portion of loans payable, net of debt discount of $0 and $6,230, respectively		-		371,127
Current liabilities of discontinued operations	$	505,782	$	2,463,429

~~On August~~The 4,following ~~2023,~~table weshows the ~~formed~~statement aof ~~new~~operations ~~entity~~for –the ~~incorporated~~Company’s asdiscontinued ~~Overwatch~~operations ~~Cyberlab,~~for ~~Inc.~~the ~~(“OCL”)~~three –and ~~which~~nine ismonths ~~80%~~ended ~~owned by~~September ~~our~~30, ~~company~~2025 and ~~20% owned by John Peterson.~~ 2024:

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2025			2024			2025			2024

Revenue	$	689,307		$	2,051,672		$	5,117,387		$	13,609,323

Operating expenses:
Cost of revenues		620,904			1,372,998			3,635,454			7,773,638
Depreciation and amortization		60,674			186,422			428,103			608,284
Salaries and wages		342,571			816,848			2,214,867			4,851,151
General and administrative		232,402			900,278			1,938,854			3,547,017
Total operating expenses		1,256,551			3,276,546			8,217,278			16,780,090

Loss from operations		(567,244	)		(1,224,874	)		(3,099,891	)		(3,170,767	)

Other income (expenses):
Gain (loss) on settlement of debt		-			403,382						(63,678	)
Exchange gain (loss)		-			(7,145	)					(35,007	)
Gain on disposition		34,384			-			34,384			7,950,773
Other income		-			-			-			1,500
Total other income (expense)		34,384			396,237			34,384			7,853,588

Pre-tax income (loss) from discontinued operations		(532,860	)		(828,637	)		(3,065,507	)		4,682,821

Provision for income taxes		-			-			-			-

Net income (loss) from discontinued operations, net of tax	$	(532,860	)	$	(828,637	)	$	(3,065,507	)	$	4,682,821

~~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~~18. ~~Additionally,~~Subsequent ~~the asset purchase agreement includes a non-compete which precludes our company from operating businesses similar to that of AWS PR and Tropical.~~Events

~~Our SVC~~On ~~subsidiary~~September is25, a2025, ~~wholesale~~the ~~network~~Company ~~services~~entered ~~provider~~into a ~~with~~non-binding ~~network~~Letter ~~footprint~~of inIntent ~~the~~(“LOI”) ~~Northeast~~with ~~United~~Thoth ~~States~~Aerospace Inc., ~~This~~a ~~network~~New ~~carries~~York ~~VoIP~~ corporation, and ~~other~~its ~~traffic~~sole ~~for other service providers~~shareholder.

~~We provide~~The ~~the~~LOI ~~following~~contemplates ~~category~~that High Wire Networks, Inc. would acquire 100% ownership of ~~offerings~~Elevation Aerospace Inc. in a transaction to ~~our~~be ~~customers~~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.

● 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.33

~~Recent Developments~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OnThis quarterly report contains ~~July~~forward-looking 1,statements. ~~2025,~~These ~~the~~statements ~~Company~~relate ~~received~~to ~~formal~~future ~~notice~~events ~~from~~or ~~Helena~~our ~~Partners~~future onfinancial ~~behalf~~performance. ofIn ~~Helena~~some ~~Global~~cases, ~~Investment~~you ~~Opportunities~~can 1identify forward-looking ~~Ltd.~~statements (by terminology such as “~~Helena~~may”), ~~the~~ ~~Company’s~~“should”, ~~senior~~“expects”, ~~secured~~“plan”, “anticipates”, ~~lender~~“believes”, ~~stating~~“estimates”, ~~that~~“predicts”, “potential” or “continue” or the ~~Company~~negative ~~remained~~of inthese ~~default~~terms ~~under~~or ~~its~~other ~~loan~~comparable terminology. These statements are only predictions and ~~security~~involve ~~agreements~~known and ~~was~~unknown risks, ~~required~~uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to ~~liquidate~~be ~~and~~materially ~~sell~~different ~~its~~from ~~assets~~any nofuture ~~later~~results, ~~than~~levels ~~August~~of 15activity, ~~2025.~~performance ~~The~~or ~~notice~~achievements ~~further~~expressed ~~advised~~or implied by these forward-looking statements. Although we believe that ~~Helena~~the ~~would~~expectations ~~initiate~~reflected ~~foreclosure~~in the forward-looking statements are reasonable, we cannot guarantee ~~proceedings~~future ifresults, ~~the~~levels ~~asset~~of ~~sale~~activity, ~~was~~performance ~~not~~or ~~completed~~achievements. Except as required by ~~that~~applicable ~~deadline~~law, ~~and~~including ~~that~~the ~~Helena~~securities ~~was~~laws of ~~willing~~the toUnited ~~release~~States, ~~its~~we ~~perfected~~do ~~security~~not ~~interests solely~~intend to ~~facilitate~~update aany ~~qualifying~~of ~~sale~~the ~~approved~~forward-looking instatements ~~advance~~to conform these statements to actual results.

~~Consistent~~Our unaudited condensed consolidated ~~with~~financial ~~that~~statements ~~directive,~~are onstated ~~August~~in ~~13,~~United ~~2025~~States ~~the~~dollars ~~Company~~($) and ~~its~~are ~~subsidiaries~~prepared ~~executed~~in ~~two~~accordance ~~asset~~with ~~purchase~~United ~~agreements~~States generally accepted accounting principles. The following discussion should be read in conjunction with ~~wholly~~our ~~owned~~financial ~~subsidiaries~~statements and the related notes that appear elsewhere ofin ~~Tego~~this ~~Cyber~~quarterly ~~Inc~~report. ~~(“Tego~~The ~~Cyber”)~~following todiscussion ~~divest~~contains ~~substantially~~forward-looking ~~all~~statements ~~operating~~that ~~assets~~reflect ofour ~~its~~plans, ~~cybersecurity~~estimates and ~~voice~~beliefs. Our ~~network~~actual ~~business~~results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute ~~units~~to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

●All references ~~Under~~to ~~the~~“common ~~first~~stock” ~~agreement,~~refer OWto ~~Cyber~~the ~~LLC~~common ~~acquired~~shares ~~substantially~~in ~~all~~our ~~assets~~capital ~~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.~~

●Unless specifically ~~Under~~set ~~the~~forth ~~second~~to ~~agreement~~the contrary, ~~Secure~~when ~~Voice~~used ~~LLC~~in ~~acquired~~this ~~substantially~~report ~~all~~the ~~assets~~terms of“we”, ~~Secure Voice Corp~~“our”, ~~High~~the ~~Wire’s~~“Company” and ~~wholesale~~similar ~~network~~terms ~~services~~refer ~~subsidiary,~~to ~~for~~High ~~total~~Wire ~~consideration of 250~~Networks,~~000~~ ~~Series B preferred stock of Tego Cyber~~ Inc., ~~with~~ a ~~stated~~Nevada ~~value~~corporation, ~~of $1.0M~~ and ~~assumed~~its ~~liabilities~~consolidated subsidiaries.

~~In connection with these transactions, Helena provided a limited release~~The ofinformation ~~its~~that ~~security~~appears ~~interest~~on inour ~~the~~website ~~specific~~at ~~assets conveyed to OW Cyber and Secure Voice in exchange for $300,000 of Series A preferred stock of Tego Cyber Inc~~www. ~~as partial satisfaction of High Wire’s outstanding secured debt~~HighWireNetworks.com ~~Helena’s~~is ~~August~~not ~~15,~~part ~~2025 correspondence confirmed its consent to the sales and stated that it retained its senior perfected security interest in all remaining assets~~ of ~~High~~this ~~Wire and its subsidiaries until the remaining balance of $150,000 is repaid in full~~report.

~~Our Operating~~Description ~~Units~~of Business

~~Our company~~Business ~~is comprised of the following:~~Overview

●HWN, ~~Managed~~Inc., ~~Services:~~(d/b/a ~~The~~High ~~Managed~~Wire Network ~~Services~~Solutions, ~~Segment~~Inc.) ~~encompasses~~(“HWN”) ~~all~~was ofincorporated ~~our~~in ~~recurring~~Delaware ~~revenue~~on ~~businesses~~January ~~including~~20, ~~our~~2017. ~~Overwatch~~HWN ~~Managed~~is ~~Cybersecurity,~~a ~~all~~global ~~network~~provider of managed ~~services,~~cybersecurity and ~~all~~ managed ~~services~~networks ~~performed~~delivered ~~under~~exclusively through a ~~Statement~~channel ofsales ~~Work~~model. ~~(SoW)~~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 ~~SVC~~and JTM Electrical Contractors, Inc. ~~which~~(“JTM”), isan aIllinois ~~wholesale~~Corporation, ~~network~~entered ~~services~~into ~~provider~~an ~~with~~operating ~~network~~agreement ~~footprint~~through inwhich ~~the~~High ~~Northeast~~Wire ~~United~~owned ~~States.~~50% ~~This~~of ~~network~~JTM. ~~carries~~On ~~VoIP~~February 15, ~~and~~2022, ~~other~~HWN ~~traffic~~sold ~~for~~its ~~other~~50% ~~service~~interest ~~providers~~in ~~revenue~~JTM.

36On 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.

~~Results~~On November 4, 2021, we closed on the acquisition of ~~Operations~~Secure ~~for~~Voice Corp (“SVC”). The closing of the ~~Three-Month~~acquisition ~~Periods~~was ~~Ended~~facilitated ~~June~~by ~~30,~~a ~~2025~~senior ~~and~~secured ~~2024~~promissory note which has been repaid.

~~Our operating~~On ~~results~~August ~~for~~4, ~~the~~2023, ~~three-month~~we ~~periods~~formed a ~~ended~~new ~~June~~entity 30– incorporated as Overwatch Cyberlab, ~~2025~~Inc. ~~and~~(“OCL”) ~~2024~~– ~~are~~which ~~summarized~~is as80% ~~follows:~~owned by our company and 20% owned by John Peterson.

	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

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.

~~Revenues~~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.

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.34

~~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~~provide ~~of our customers. Master Service Agreements (MSAs) generally contain customer-specified service requirements, such as discreet pricing for individual tasks. To~~ the ~~extent~~following ~~that~~category ~~such contracts specify exclusivity, there are often a number~~ of ~~exceptions,~~offerings ~~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. customers:

~~Operating Expenses~~● 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.

~~During the~~Recent 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.Developments

~~Other~~On July 1, 2025, the Company ~~Expense~~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

~~During the~~Consistent ~~three~~with ~~months~~that ~~ended~~directive, on ~~June~~August 3013, 2025, ~~we had other expense of $511,122, compared to $757,865 for~~ the ~~same~~Company ~~period~~and ofits ~~2024.~~subsidiaries ~~The decrease~~executed oftwo ~~$246,743~~asset ispurchase ~~primarily~~agreements ~~related~~with towholly aowned ~~decrease~~subsidiaries ~~in interest expense~~ of ~~$322,551,~~Tego ~~a decrease in amortization of debt discount~~Cyber ofInc. ~~$264,773~~(“Tego ~~compared~~Cyber”) to ~~the~~divest ~~same~~substantially ~~period~~all ofoperating ~~2024~~assets ~~and no such loss on settlement~~ of ~~debt~~its incybersecurity ~~2025,~~and ~~offset~~voice bynetwork nobusiness ~~gain on extinguishment of warrant liabilities in 2025 as compared to $921,422 in the same period of 2024~~units.

~~Net Income~~● ~~from~~Under ~~Discontinued~~the ~~Operations~~first agreement, ~~Net~~OW Cyber LLC acquired substantially all assets of ~~Tax~~HWN, Inc., High Wire’s managed cybersecurity services division, for total consideration of 750,000 Series B preferred stock of Tego Cyber Inc. and assumed liabilities.

~~For the~~● ~~three~~Under ~~months~~the ~~ended~~second ~~June 30~~agreement, ~~2025,~~Secure weVoice ~~had~~LLC ~~net~~acquired ~~income~~substantially ~~from~~all ~~discontinued~~assets ~~operations, net~~ of ~~tax~~Secure ofVoice $0Corp, ~~compared~~High toWire’s awholesale ~~net~~network ~~income~~services ~~from discontinued operations~~subsidiary, ~~net~~for oftotal ~~tax~~consideration of $7250,~~860,514~~000 inSeries ~~the~~B ~~same~~preferred ~~period~~stock of ~~2024. The~~Tego ~~2024~~Cyber ~~period~~Inc. ~~included loss from operations of $90,259~~ and ~~other~~assumed ~~income of $7,950,773~~liabilities.

~~Net~~In connection with these ~~Loss~~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.

~~For the~~Our ~~three~~Operating ~~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.~~ Units

37Prior to the disposition note above, our Company was comprised of the following:

~~Results~~ ● Managed Services: The Managed Services Segment encompasses all of ~~Operations~~our ~~for~~recurring ~~the~~revenue ~~Six-Month~~businesses ~~Periods~~including ~~Ended~~our ~~June~~Overwatch 30Managed Cybersecurity, ~~2025~~all ~~and~~network ~~2024~~managed services, all managed services performed under a Statement of Work (SoW), and

~~Our operating~~● ~~results~~SVC, ~~for~~which is a wholesale network services provider with network footprint in the ~~six-month~~Northeast ~~periods~~United ~~ended~~States. ~~June~~This ~~30,~~network ~~2025~~carries VoIP and ~~2024~~other ~~are~~traffic ~~summarized~~for asother ~~follows:~~ service providers revenue.

	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

Results of Operations for the Three-Month Periods Ended September 30, 2025 and 2024

~~Revenues~~Our operating results for the three-month periods ended September 30, 2025 and 2024 are summarized as follows:

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.

	For The Three Months Ended
	September 30,
Statement of Operations Data:	2025			2024

Revenue	$	-		$	-
Operating expenses		18,719			345,236
Loss from operations		(18,719	)		(345,236	)
Total other expense		(328,414	)		(496,566	)
Net loss from discontinued operations, net of tax		(532,860	)		(828,637	)
Net loss attributable to common shareholders	$	(879,993	)	$	(1,670,439	)

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. 35

~~Operating Expenses~~Revenues

~~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~~ ofCompany ~~$1,391,385~~does isnot ~~primarily related to a $1,460,536 decrease in salaries and wages and a $622,505 decrease in general and~~have ~~administrative~~revenue ~~expense~~from ~~due~~continuing tooperations ~~certain~~during ~~cost~~the ~~cutting~~three ~~measures,~~months ~~partially~~ended ~~offset~~September ~~by an increase of $746~~30,~~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~~Operating Expenses

During the ~~six~~three months ended September ~~June~~ 30, 2025, weour ~~had~~operating ~~other~~expenses ~~expense~~were of $118,~~746~~719,~~186,~~ compared to $1345,~~521,467~~236 for the same period of 2024. The ~~increase is~~decrease ~~primarily related to no such gain on extinguishment~~ of ~~warrant liabilities in 2025 as compared to~~ $~~921~~326,~~422~~517 ~~in the same period of 2024,~~is anprimarily ~~increase~~related into ~~termination~~a ~~and penalty fee of~~ $~~310~~255,~~571~~486 indecrease ~~2025 as compared to the same period~~ in ~~2024,~~salaries ~~offset~~and bywages ~~decrease~~and ina ~~interest expense of~~ $~~405~~71,~~002~~031 ~~in 2025 as compared to the same period in 2024,~~ decrease in ~~warrant~~general ~~expense of $233,877~~ and noadministrative ~~such~~expense ~~loss~~due onto ~~settlement~~certain ofcost ~~debt~~cutting ~~in 2025 as compared to $467,060 in the same period of 2024~~measures.

~~Net Income~~Other ~~from Discontinued Operations, Net of Tax~~Expense

~~For~~ During the ~~six~~three months ended September ~~June~~ 30, 2025, we had ~~net~~other ~~income~~expense ~~from~~of ~~discontinued~~$328,414, ~~operations~~compared to $496,566 ~~net~~for the same period of ~~tax~~2024. The decrease of $0168,152 ~~compared~~is primarily related to a ~~net~~decrease ~~income~~in ~~from~~amortization ~~discontinued operations, net~~ of ~~tax~~debt discount of $940,~~737,003~~994 incompared to the same period of 2024~~. The~~ ~~2024~~and ~~period~~no ~~included~~such ~~income~~loss ~~from~~on ~~operations~~ settlement of $1debt in 2025,~~784,730~~ ~~and other~~offset ~~income~~by increase in interest expense of $7255,~~952,273~~506 in 2025 as compared to the same period of 2024.

Net Loss from Discontinued Operations, Net of Tax

For the ~~six~~three months ended ~~June~~September 30, 2025, we had net loss ~~attributable~~from ~~to High Wire Networks~~discontinued operations, ~~Inc.~~net ~~common~~of ~~shareholders~~tax of $4532,~~456~~860,~~881,~~ compared to a net ~~income~~loss from discontinued operations, net of tax of $3828,~~684,497~~637 in the same period of 2024. The 2025 period included a loss from operations of $567,244 and other income of $34,384 resulting from the gain on disposition. The 2024 period included a loss from operations of $1,224,874 and other income of $396,237.

~~Liquidity and~~Net ~~Capital Resources~~Loss

~~As of~~For ~~June~~the three months ended September 30, 2025, ~~our~~we ~~total~~had ~~current~~net ~~assets~~loss ~~were~~attributable ~~$1,360,200~~to ~~and~~High ~~our~~Wire ~~total current liabilities were $10~~Networks,~~721,324~~ ~~resulting~~Inc. incommon ashareholders ~~working capital deficit~~ of $9879,~~361~~993,~~124,~~ compared to a ~~working~~net ~~capital deficit~~ loss of $61,~~224~~670,~~966~~439 asin ofthe ~~December 31,~~same period of 2024.

~~We have~~Results ~~historically suffered recurring losses from operations. The continuation~~ of ~~our~~Operations ~~company~~for isthe ~~dependent~~Nine-Month ~~upon our company attaining~~Periods ~~and~~Ended ~~maintaining~~September ~~profitable operations and raising additional capital as needed. In this regard~~30, we2025 ~~have historically raised additional capital through equity offerings~~ and ~~loan transactions.~~2024

38Our operating results for the nine-month periods ended September 30, 2025 and 2024 are summarized as follows:

Cash Flows

	For The Nine Months Ended
	September 30,
Statement of Operations Data:	2025			2024

Revenue	$	-		$	-
Operating expenses		196,767			1,145,652
Loss from operations		(196,767	)		(1,145,652	)
Total other expense		(2,074,599	)		(1,523,111	)
Net (loss) income) from discontinued operations, net of tax		(3,065,507	)		4,682,821
Net (loss) income attributable to common shareholders	$	(5,336,873	)	$	2,014,058

	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

Revenues

~~For the~~The ~~six~~Company ~~months~~does ~~ended~~not ~~June~~have revenue ~~30,~~from ~~2025,~~continuing ~~cash~~operations ~~decreased~~during ~~$108,908, compared to an increase in cash of $3,857,028 for~~ the ~~same~~nine ~~period of 2024. For the six~~ months ended ~~June~~September 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~~Operating ~~June 30, 2025, we had cash of $111,916 compared to $220,824 as of December 31, 2024.~~Expenses

~~Off-Balance~~During the nine months ended ~~Sheet~~September ~~Arrangements~~30, 2025, our operating expenses were $196,767, compared to $1,145,652 for the same period of 2024. The decrease of $948,885 is primarily related to a $652,859 decrease in salaries and wages and a $296,026 decrease in general and administrative expense due to certain cost cutting measures.

~~We have~~Other 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. Expense

~~Inflation~~During the nine months ended September 30, 2025, we had other expense of $2,074,599, compared to $1,523,111 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 $149,497 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 $334,344 in the same period of 2024.

~~The effect of inflation on our revenue and operating results has not been significant.~~36

~~Item 3.~~Net ~~Quantitative~~(Loss) ~~and~~Income ~~Qualitative~~from ~~Disclosures~~Discontinued ~~About~~Operations, ~~Market~~Net ~~Risk~~of Tax

~~As a~~For ~~“smaller~~the ~~reporting~~nine ~~company”~~months ended September 30, 2025, we ~~are~~had ~~not~~net ~~required~~loss from discontinued operations, net of tax of $3,065,507, compared to ~~provide~~a net income from discontinued operations, net of tax of $4,682,821 in the ~~information~~same ~~required~~period of by2024. ~~this~~The ~~Item~~2025 period included loss from operations of $3,099,891 and other income of $34,384 resulting from the gain on disposition. The 2024 period included loss from operations of $3,170,767 and other income of $7,853,588.

~~Item 4.~~Net ~~Controls and Procedures~~Loss

~~Evaluation~~For the nine months ended September 30, 2025, we had net loss attributable to High Wire Networks, Inc. common shareholders of ~~disclosure~~$5,336,873, ~~controls~~compared ~~and~~to ~~procedures~~a net income of $2,014,058 in the same period of 2024.

~~Our management,~~Liquidity ~~with the participation of our Chief Executive Officer, evaluated the effectiveness of our disclosure controls~~ and ~~procedures~~Capital 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.Resources

~~Based~~As ~~on management’s evaluation, our Chief Executive Officer concluded that, as a result~~ of ~~the~~September ~~material weaknesses described below, as of June~~ 30, 2025, our ~~disclosure~~total ~~controls~~current ~~and~~assets ~~procedures~~were ~~are~~$14,865 ~~not designed at a reasonable assurance level~~ and ~~are~~our ~~not~~total ~~effective~~current ~~to provide~~liabilities ~~reasonable~~were ~~assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded~~$7, ~~processed~~402,284 ~~summarized,~~resulting ~~and reported within the time periods specified~~ in ~~SEC~~a ~~rules and forms, and that such information is~~working ~~accumulated~~capital ~~and~~deficit ~~communicated~~of ~~to our management~~$7, ~~including our Chief Executive Officer~~387, ~~as appropriate~~419, compared to ~~allow~~a ~~timely~~working ~~decisions~~capital ~~regarding required~~deficit ~~disclosure.~~of ~~The material weaknesses~~$6,224,966 ~~which~~as ~~relate~~of ~~to internal control over financial reporting~~December 31, ~~that were identified are:~~2024.

~~a) Due to our small size, we do not~~ We have ahistorically ~~proper~~suffered ~~segregation~~recurring oflosses ~~duties~~from ~~in certain areas of our financial reporting process~~operations. The ~~areas~~continuation ~~where we have a lack~~ of ~~segregation~~our ofcompany ~~duties~~is ~~include~~dependent ~~cash~~upon ~~receipts~~our company attaining and ~~disbursements,~~maintaining ~~approval~~profitable ofoperations ~~purchases~~ and ~~approval~~raising ofadditional ~~accounts~~capital ~~payable~~as ~~invoices for payment~~needed. ~~This~~In ~~control~~this ~~deficiency~~regard, ~~which~~we ishave ~~pervasive~~historically inraised ~~nature,~~additional capital ~~results~~through inequity aofferings ~~reasonable~~and ~~possibility~~loan ~~that material misstatements of the consolidated financial statements will not be prevented or detected on a timely basis;~~transactions.

b)Cash ~~we do not have any formally adopted internal controls surrounding our cash and financial reporting procedures; and~~Flows

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.

	For The Nine Months Ended
	September 30,
	2025			2024
Net cash provided by (used in) operating activities of continuing operations	$	494,515		$	(2,416,370	)
Net cash used in operating activities of discontinued operations	$	(1,781,036	)	$	(3,197,152	)
Net cash used in operating activities	$	(1,286,521	)	$	(5,613,522	)

Net cash provided by investing activities of continuing operations	$	-		$	9,780,307
Net cash used in investing activities of discontinued operations	$	-		$	(13,192	)
Net cash provided by investing activities	$	-		$	9,767,115

Net cash provided by (used in) financing activities of continuing operations	$	1,286,521		$	(4,153,593	)
Net cash used in financing activities of discontinued operations	$	-		$	-
Net cash provided by (used in) financing activities	$	1,286,521		$	(4,153,593	)

Change in cash	$	-		$	-

~~We are~~For ~~committed~~the nine months ended September 30, 2025, cash decreased by $0, compared to ~~improving~~a ~~our~~decrease ~~financial~~in ~~organization~~cash of $0 for the same period of 2024. InFor ~~addition~~the nine months ended September 30, we2025, ~~will~~net ~~look~~cash provided by financing activities included net proceeds from loans payable to ~~increase~~related ~~our~~parties ~~personnel~~of ~~resources~~$92,000, proceeds from convertible debentures of $910,000, net proceeds from loans payable of $44,521 and ~~technical~~net ~~accounting~~proceeds from issue of Series G preferred stock of $240,000. Net cash used in operating ~~expertise~~activities ~~within~~included the ~~accounting~~net ~~function~~loss tofrom ~~resolve~~continuing ~~non-routine~~operations orof ~~complex~~$2,271,366, ~~accounting~~partially ~~matters~~offset by a net cash inflow from changes in operating assets and liabilities of $1,082,884.

~~Changes in~~As ~~internal~~of ~~control~~September ~~over~~30, ~~financial~~2025, ~~reporting~~we had cash of $0 compared to $0 as of December 31, 2024.

~~There were~~Off-Balance noSheet 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.Arrangements

39We 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.

~~PART II – OTHER INFORMATION~~Inflation

~~Item~~The effect of inflation on 1.our ~~Legal~~revenue ~~Proceedings~~and operating results has not been significant.

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.37

Item 1A 3. ~~Risk~~Quantitative ~~Factors~~and Qualitative Disclosures About Market Risk

As a “smaller reporting company,”, we are not required to provide the information required by this Item.

Item 2 4. ~~Unregistered~~Controls ~~Sales of Equity Securities~~ and ~~Use of Proceeds~~Procedures

~~As part~~Evaluation of ~~the~~disclosure ~~ELOC~~controls ~~agreement,~~and ~~Helena received 34,286 commitment shares of the Company’s common stock, which survive termination of the ELOC~~procedures. ~~The fair value of the commitment shares issued was $260,571, or $7.60 per share.~~

~~In connection~~Our management, with the participation ~~Helena~~of ~~note~~our ~~(see~~Chief ~~Note~~Executive 8)Officer, evaluated the ~~Company~~effectiveness ~~issued~~of ~~Helena~~our 90disclosure ~~Series~~controls Fand ~~Preferred~~procedures ~~Shares~~pursuant ~~which~~to ~~are~~Rule 13a-15 ~~convertible~~under ~~into 90~~the Exchange Act. In designing and evaluating the disclosure controls and procedures,~~453~~ 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 ~~Company’s~~design ~~common~~of ~~stock~~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.

~~Item~~Based on management’s 3evaluation, our Chief Executive Officer concluded that, as a result of the material weaknesses described below, as of September 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. ~~Defaults~~The ~~Upon~~material weaknesses, ~~Senior~~which ~~Securities~~relate to internal control over financial reporting, that were identified are:

~~None~~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;

~~Item 4.~~b) ~~Mine~~we ~~Safety~~do ~~Disclosures~~not have any formally adopted internal controls surrounding our cash and financial reporting procedures; and

~~Not applicable~~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.

~~Item~~We are committed to improving 5our financial organization. ~~Other~~In ~~Information~~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.

~~None~~Changes in internal control over financial reporting.

40There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Item 6. Exhibits~~38

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.

PART II – OTHER INFORMATION

41Item 1. Legal Proceedings

~~SIGNATURES~~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.

~~Pursuant to~~Item ~~the~~1A. ~~requirements~~Risk ~~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.~~Factors

	High Wire Networks, Inc.
Date: October 14, 2025	By:	/s/ Mark W. Porter
		Mark W. Porter
		Chief Executive Officer

As a “smaller reporting company,” we are not required to provide the information required by this Item.

	High Wire Networks, Inc.
Date: October 14, 2025	By:	/s/ Mark W. Porter
		Mark W. Porter
		Principal Financial Officer and Principal Accounting Officer

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

42As 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.

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iso4217:USD xbrli:shares xbrli:pure

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

None.

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.

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: November 14, 2025	By:	/s/ Mark W. Porter
		Mark W. Porter
		Chief Executive Officer

	High Wire Networks, Inc.

Date: November 14, 2025	By:	/s/ Mark W. Porter
		Mark W. Porter
		Principal Financial Officer and Principal Accounting Officer

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