Hammer Technology Holdings Corp 8-K, filed May 27, 2025
Hammer Technology Holdings Corp. (HMMR)
About this 8-K
Hammer Technology Holdings Corp filed this 8-K on May 27, 2025.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Hammer Fiber Optics Holdings Corp. is referred to herein as "we", "our", "us", or the "Company")
Item 8.01 OTHER EVENTS
On May 27, 2025, the Company issued an open letter to its current and prospective shareholders and also posted the shareholder letter on the Investor Relations section of the Company's website. A copy of the Company's letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| 99.1 | Letter to Shareholders, May 27, 2025 |
| 104 | Cover Page Interactive Data File (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.
Hammer Fiber Optics Holdings, Corp.
Dated: May 27, 2025
/s/ Michael P. Cothill
By: Michael P. Cothill
Its: CEO
Dear HMMR Shareholders,
As we advance through one of the most significant transitions in the history of Hammer Technology Holdings Corp. (OTC: HMMR), I write today to provide you with a comprehensive update on our restructuring progress, financial cleanup, and renewed growth trajectory.
A Strategic Shift Toward a Fintech-First Future
In late 2024, HMMR formally divested its legacy telecommunications assets, marking a complete exit from non-core operations. This allowed the Company to concentrate fully on its flagship fintech platform, HammerPay-a mobile-first digital wallet and neo-banking ecosystem purpose-built for the unbanked and underbanked populations across emerging markets. HammerPay is now expected to produce revenues and is positioned for scaled global deployment.
Resolving Audit Legacy & Market Downgrade
Between 2022 and early 2025, the Company incurred approximately $2.7 million in expenses related to rectifying severe audit deficiencies and historical reporting gaps caused by poor prior audit performance. These issues led to our downgrade to the OTC Expert Market, undermining shareholder confidence and limiting access to capital.
To resolve this, the Company engaged Salberg & Company, P.A., a PCAOB-registered audit firm with a proven SEC track record. Under Salberg's guidance, we have now brought our financials into full compliance and are actively pursuing reinstatement to a more favorable market tier.
Responsible Capital Strategy: Partnership with Caban Global Reach PE
To support our expansion without relying on toxic or dilutive financing, we have entered into a strategic capital development partnership with Caban Global Reach Private Equity LP. Their involvement-details of which will be announced imminently-will enable structured, equity-based funding that aligns with our long-term vision. We are focused on building sustainable shareholder value through disciplined capital, not short-term speculation.
The Related Party Note: Restructuring Backed by Commitment
During our most critical period, HMMR received vital funding from one of our valued board members, Michael Sevell, who provided shareholder loans beginning in 2021. These advances-totaling $2,680,799 as of May 2025-were instrumental in supporting our pivot from telecommunications to fintech, executing financial restatements, and launching HammerPay.
This debt has now been formally consolidated into a single Restated Convertible Note, and it is our stated intention to retire this obligation through a structured equity conversion. In coordination with Caban Global Reach PE, this initiative reflects our commitment to eliminating legacy debt and positioning HMMR on a clear path to financial strength.
A New Chapter for HMMR
Our priorities for the year ahead include:
• Scaling revenues and accelerating merchant onboarding for HammerPay;
• Retiring legacy obligations to strengthen the Company's balance sheet;
• And delivering transparent, proactive shareholder communications, including regular SEC filings and strategic updates.
We are deeply grateful for your ongoing support. The rebuilding process has been demanding, but it has forged a stronger, more focused, and more resilient HMMR. I encourage you to stay informed by visiting our updated website at https://hmmrgroup.com, and I look forward to sharing continued progress in the months ahead.
Sincerely,
Michael Cothill
Executive Chairman
Principal Executive Officer
Hammer Technology Holdings Corp. (OTC: HMMR)