8-K
HAMMER TECHNOLOGY HOLDINGS CORP. (HMMR)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 2021
Hammer Fiber Optics Holdings Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 000-1539680 | 98-1032170 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification Number) |
401 East 34^th^ Street, Suite #N27J, New York, NY 10016 (844) 413-2600(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
FORWARD LOOKING STATEMENTS
The following discussion, in addition to the other information contained in this Current Report ("Report"), should be considered carefully in evaluating our prospects. This Report (including without limitation the following factors that may affect operating results) contains forward-looking statements regarding us and our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Report. Additionally, statements concerning future matters such as revenue projections, projected profitability, growth strategies, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.
Forward-looking statements in this Report reflect the good faith judgment of our management and the statements are based on facts and factors as we currently know them. Forward-looking statements are subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, those discussed in this Report. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Report.
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 1, 2021, the Board of Directors of Hammer Fiber Optics Holdings Corp. (the "Company") entered into a Debt Conversion Agreement with Investor and Non-Executive Director Michael A. Sevell. As per the terms of the Debt Conversion Agreement, the Company has resolved its indebtedness to Mr. Sevell, by authorizing the conversion of the Company's $5,272,500 debt to him into 1,757,500 shares of HMMR Common Stock at a price of $3 per share.
The foregoing provides only brief descriptions of the material terms of the Debt Conversion Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the forms of the Debt Conversion Agreement filed as an exhibit to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The shares to be issued under the Debt Conversion Agreement will be issued in private placements in reliance upon the exemption from the registration requirements set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
The information disclosed under Item 1.01 is incorporated into this Item 3.02 in its entirety.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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: October 4, 2021
| /s/ Michael P. Cothill |
|---|
| By: Michael P. Cothill |
| Its: Executive Chairman |
Hammer Fiber Optic Holdings Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
DEBT CONVERSION AGREEMENT
This Debt Conversion Agreement (the "Agreement") is entered into effective as of October 1, 2021 by and between Michael A. Sevell ("Investor") and Hammer Fiber Optics Holdings Corp., Inc., a Nevada corporation (the "Company"), with reference to the following facts:
WHEREAS, Investor has loaned the Company an aggregate amount of $5,272,500, of which the Company and Investor desire to convert the total amount into 1,757,500 shares of Common Stock at a price of $3.00 per share.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor and the Company agree as follows:
Conversion to Common Stock. Effective as of October 1, 2021, the Debt shall be converted into shares of Common Stock at a price per share of $3.00 for an aggregate number of shares of 1,757,500. Upon execution of this Agreement, the Company shall instruct its transfer agent to issue a total of 1,757,500 shares of Common Stock to the Investor, and the Investor shall acknowledge the repayment of $5,272,500.
Investor Representations. The Company is issuing the Common Stock to Investor in reliance upon the following representations made by Investor:
(a) Investor acknowledges and agrees that the shares of Common Stock are characterized as "restricted securities" under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the "Securities Act") and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Investor acknowledges and agrees that (i) the shares of Common Stock are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the shares of Common Stock have not yet been registered under the Securities Act, and (ii) such shares of Common Stock may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction.
(b) Investor acknowledges and agrees that (i) the registrar or transfer agent for the shares of Common Stock will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with and (ii) any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend.
(c) Investor acknowledges and agrees that: (a) the shares of Common Stock have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; (f) Investor is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act; and (g) and (g) Investor either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Investor's business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Common Stock.
(d) Investor's investment in the Company pursuant to this Common Stock is consistent, in both nature and amount, with Investor's overall investment program and financial condition.
(e) Investor's principal residence is in the State of New Jersey.
- Miscellaneous.
(a) This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.
(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.
(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.
(e) This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto executed this Agreement effective as of the Effective Date.
HAMMER FIBER OPTICS HOLDING CORP.<br><br> <br> <br><br> <br>By: Michael P. Cothill<br><br> <br>Title: Executive Chairman<br><br> <br>INVESTOR<br><br> <br> <br><br> <br>By: Michael A. Sevell |
|---|
Hammer Fiber Optic Holdings Corp.: Exhibit 99.2 - Filed by newsfilecorp.com
HAMMER STOCK VALUED AT $3 PER SHARE IN LATEST ROUND OF DEBT RESOLUTION SIGNALING STRONG CONFIDENCE IN FIRM'S PIVOT TO GLOBAL FINTECH STRATEGY
New York, New York- (October 4, 2021)
In its latest show of determination to evolve as a dominant player in the global fintech marketspace, the Board of Hammer Fiber Optics Holdings, soon to be known as Hammer Technology Holdings, ("the Company") has resolved its indebtedness to Board Member, Michael A. Sevell, by authorizing the conversion of the Company's $5,272,500 debt to him into 1,757,500 shares of HMMR Common Stock at a price of $3 per share. The deal's share price equates to a 5x multiple over the current OTC share price, suggesting that many within Hammer Group see the new strategy, coupled with current M&A activity, as ripe for putting the firm well back on track for a robust recovery.
Said Michael A. Sevell of the deal and the firm's evolving trajectory:
"As the first and an ongoing investor in the Hammer Group, I have always been positive as to the outcome of the company's prospects. I am especially bullish on the restructuring plans recently implemented by the group, which broadens the scope and introduces much greater value opportunities to its shareholders. As such, I am supporting the efforts of management by converting my debt instruments into equity and taking a much more financially supportive role to better position the company in funding its future positive outcome."
Hammer representatives have commented that this transaction will reflect in the forthcoming 10K filing of the company to be released shortly.
About Hammer
Hammer Fiber Optics Holdings Corp. (OTCQB: HMMR) soon to be known as Hammer Technology Holdings, is a company investing in the future of technology. Hammer has broadened its strategy to focus on the rapidly evolving world of innovative technology and in an effort to keep pace, has restructured the group to allow for the creation of several related verticals. In addition to its "Everything Wireless" strategy which includes the deployment of high-speed fixed wireless service for residential and small business, Hammer seeks to enter into the Fintech industry which is rapidly becoming the mainstream technology powering today's telecommunication applications. For more information, contact Investor Relations at info@hmmrgroup.com.
Forward-Looking Statements
This press release contains projections and other forward-looking statements regarding future events or our future financial performance. All statements other than present and historical facts and conditions contained in this release, including any statements regarding our future results of operations and financial positions, business strategy, plans and our objectives for future operations, are forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These statements are only predictions and reflect our current beliefs and expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.