StockLogistics
2 years ago
HammerPay Q4, purchase of Wallet Factory, Going Global soon, Hammer Millionaires Club?
“HAMMER ANNOUNCES LETTER OF INTENT TO AQUIRE WALLET FACTORY
October 19, 2022
Sarasota, FL, October 18, 2022 – Hammer Fiber Optics Holdings Corp d/b/a Hammer Technology Holdings(OTCQB: HMMR), announced today that it has entered into a non-binding letter of intent with shareholders of Mobile Finance Group Ltd trading under the brand name of Wallet Factory, a FinTech provider of digital finance services and enterprise-grade e-Wallet platforms. The LOI contemplates that the parties will enter into a definitive agreement pursuant to which HMMR will acquire a controlling interest in the outstanding common stock of Mobile Finance Group Ltd (“Wallet Factory”).
Wallet Factory offers digital wallet software solutions such as all-in-one e-Wallets with B2B and B2C payment platforms and cloud-based customer reward programs to banks, wallet operators, telecoms and large retailers. Founded in 2016, Wallet Factory is presently operating more than 25 revenue-generating projects in 12 countries across 5 continents, boasting over 4.5M end customers worldwide, as well as garnering revenues rising at a steady CAGR of 40% since its inception.
Wallet Factory has taken a leading position in the Wallet-as-a-Service (WaaS) business within the global market place winning the GOLD Stevie® Award for Innovation in Technology Development in the Financial Services category of the third annual Middle East & North Africa Stevie Awards, sponsored by the RAK Chamber of Commerce & Industry (read article here). Wallet Factory CEO Mikhail Miro, a member of the Forbes Business Council, was recently featured in an article by Forbes (read article here) to discuss the benefits of the WaaS model. The company itself has been featured in articles by The Fintech Times, FinExtra and other fintech publications relating to their efforts to drive digital financial inclusion.
Michael Cothill, Executive Chairman of HMMR said, “With the announcement of the HammerPay platform coming to Africa this quarter our focus is now on strategic acquisitions and partnerships that will augment our FinTech initiative and open up new avenues of revenue. Adding Wallet Factory to our portfolio will allow us to rapidly expand into other lucrative unbanked markets such as Central and South America, East Asia and other international markets where Wallet Factory currently offer services. Wallet Factory acquisition will not only bring in revenues day-one, but it also creates a perfect synergy to expand the capabilities and distribution channels of the HammerPay platform.”
Konstantin Vaysman, Executive Chairman and Co-Founder of Wallet Factory said of the proposed deal, “This is the case of two companies having a perfectly aligned vision for the future of digital finance. Both our organizations view WaaS as the primary way for financial institutions and businesses to digitize their value chain through the seamless integration of various financial services embedded either within their existing platforms or as stand-alone offerings. It’s a client-first approach that is going to have a major impact on banking and commerce in developing countries. HMMR and their HammerPay platform are certainly poised to take advantage of these opportunities but when you pair their offering with our suite of mobile point-of-sale, KYC/AML services and loyalty programs together, we can offer a vertically integrated product with a global reach that can fit any need.”
Completion of the acquisition is subject to due diligence and approval of the stock purchase agreement between the parties which has been agreed upon by management but not ratified by the Board of Directors of the companies. As the transaction is finalized, HMMR will publicly disclose required information either through press releases or SEC filings, as appropriate.”
https://hmmrgroup.com/media/f/hammer-announces-letter-of-intent-to-aquire-wallet-factory
StockLogistics
2 years ago
“HAMMER ANNOUNCES LETTER OF INTENT TO AQUIRE WALLET FACTORY
October 19, 2022
Sarasota, FL, October 18, 2022 – Hammer Fiber Optics Holdings Corp d/b/a Hammer Technology Holdings(OTCQB: HMMR), announced today that it has entered into a non-binding letter of intent with shareholders of Mobile Finance Group Ltd trading under the brand name of Wallet Factory, a FinTech provider of digital finance services and enterprise-grade e-Wallet platforms. The LOI contemplates that the parties will enter into a definitive agreement pursuant to which HMMR will acquire a controlling interest in the outstanding common stock of Mobile Finance Group Ltd (“Wallet Factory”).
Wallet Factory offers digital wallet software solutions such as all-in-one e-Wallets with B2B and B2C payment platforms and cloud-based customer reward programs to banks, wallet operators, telecoms and large retailers. Founded in 2016, Wallet Factory is presently operating more than 25 revenue-generating projects in 12 countries across 5 continents, boasting over 4.5M end customers worldwide, as well as garnering revenues rising at a steady CAGR of 40% since its inception.
Wallet Factory has taken a leading position in the Wallet-as-a-Service (WaaS) business within the global market place winning the GOLD Stevie® Award for Innovation in Technology Development in the Financial Services category of the third annual Middle East & North Africa Stevie Awards, sponsored by the RAK Chamber of Commerce & Industry (read article here). Wallet Factory CEO Mikhail Miro, a member of the Forbes Business Council, was recently featured in an article by Forbes (read article here) to discuss the benefits of the WaaS model. The company itself has been featured in articles by The Fintech Times, FinExtra and other fintech publications relating to their efforts to drive digital financial inclusion.
Michael Cothill, Executive Chairman of HMMR said, “With the announcement of the HammerPay platform coming to Africa this quarter our focus is now on strategic acquisitions and partnerships that will augment our FinTech initiative and open up new avenues of revenue. Adding Wallet Factory to our portfolio will allow us to rapidly expand into other lucrative unbanked markets such as Central and South America, East Asia and other international markets where Wallet Factory currently offer services. Wallet Factory acquisition will not only bring in revenues day-one, but it also creates a perfect synergy to expand the capabilities and distribution channels of the HammerPay platform.”
Konstantin Vaysman, Executive Chairman and Co-Founder of Wallet Factory said of the proposed deal, “This is the case of two companies having a perfectly aligned vision for the future of digital finance. Both our organizations view WaaS as the primary way for financial institutions and businesses to digitize their value chain through the seamless integration of various financial services embedded either within their existing platforms or as stand-alone offerings. It’s a client-first approach that is going to have a major impact on banking and commerce in developing countries. HMMR and their HammerPay platform are certainly poised to take advantage of these opportunities but when you pair their offering with our suite of mobile point-of-sale, KYC/AML services and loyalty programs together, we can offer a vertically integrated product with a global reach that can fit any need.”
Completion of the acquisition is subject to due diligence and approval of the stock purchase agreement between the parties which has been agreed upon by management but not ratified by the Board of Directors of the companies. As the transaction is finalized, HMMR will publicly disclose required information either through press releases or SEC filings, as appropriate.”
StockLogistics
2 years ago
“HAMMERPAY ANNOUNCES NEW DIGITAL FINTECH PLATFORM LAUNCH
October 18, 2022
New York, NY, October 3, 2022 – Hammer Technology Holdings [“Hammer Fiber Optics Holdings Corp”] (OTCQB: HMMR), recently announced that its flagship Fintech subsidiary, HammerPay, set to debut in Q4 2022, will launch a new mobile phone and web portal private digital e-wallet platform for market deployment in Africa.
Powered by HammerPay, the Remittance Service Deliver Platform (RSDP) with its private digital e-wallet service will help banks, wallet operators, telecoms, as well as merchants and agents get fast access to digital infrastructure with the Wallet-as-a Service delivery model. The digital e-wallet platform in its initial release, Release 1.0 will feature facilities and functionalities that provide for Cash-in and Cash-Out; Bank to Wallet and Wallet to Bank; Money Remittance; Request Money; Scan to Pay; as well as Merchants and Agents Geolocation services.
“We are partnering with a major financial services provider, one that we have built a strong, respected, and collaborative relationship with over the past 18 months in developing, integrating, testing, assuring, and customizing, our services and products. We are now bringing it all to market”, said Gerald Sherman, the company’s President and Chief Executive Officer. “As part of a mutually shared digital-first approach to deliver quantifiable outcomes to markets, we stand ready with our partners to deliver a range of innovative, expanding, reliable, and secured services – the kind of services that existing customers can take advantage of and benefit from; the kind of services that the underbanked and unbanked consumers can access as part of our larger ambition to drive and ensure financial inclusion across Africa. This is the kind of service that will leverage financial technology to improve people’s lives; and continue to connect diaspora capital to the continent; beginning in my own country, Liberia”, he added.
The launch of the private digital e-wallet and its customized App and web portal with its range of innovative services will offer the market a truly unique and enabling service. HammerPay through its Africa distribution partnership as built over the last 18 months will see the company gain a foothold in the continent’s rapidly growing Fintech space.
Michael Cothill, Executive Chairman of parent company Hammer Technology Holdings said, “this launch, scheduled for Q4 2022, allows us to expand the focus of the company’s investment resources into a more diversified technology strategy. As we coordinate joint public statements with our market partner over the next few weeks, our focus on partnering with financial services providers will show that we have taken the right path here; one that gives us access to markets and very solid relationships; one that will see us begin to enter countries in Africa, to serve customers under this diversified strategy and lay the groundwork for long term growth”, he stated.
The private digital e-wallet features dynamic color theming and a display of the active wallet real-time cash balance on a virtual card that appears in a top banner of the user front locked screen. Various tabs appears below that allows users to easily navigate the wallet services and functionalities. Accounting rows also appear further below to provide immediate, pending, and historical balances and report of transactions performed in the private digital e-wallet.
Utilizing the Remittance Service Deliver Platform – powered by HammerPay, the private digital e-wallet will be available on both Apple iOS and Android operating systems for mobile users through the Google Play and Apple - App stores respectively upon launch of the service. Consumers, merchants and agents will have these offerings in a digital e-wallet App available for download, enrollment, registration, personalization, and transaction of services. Consumers, merchants, and agents will also have the digital e-wallet available through a bespoke web portal.
In the future, as part of its successive release to address remittance, Release 1.1 of the private digital e-wallet will link bank ATM cards, debit, prepaid, and credit cards, as well as store merchant redemption virtual e-cards, for expandable wallet uses that will be extended to open and close-loop cross-border remittances. The release will incorporate merchant, agent, banking, and peer to peer transactions with regards to remittances. Release 1.1 will feature digital merchant e-card redemption; bill payments; web portal and digital e-wallet remittances, as well as e-commerce services.
The current release, Release 1.0, private digital e-Wallet, will begin rolling out on smartphones in Liberia, West Africa, with its scheduled launch for Q4 2022.”
StockLogistics
2 years ago
“HAMMER TECHNOLOGY HOLDINGS ANNOUNCES CLOSING OF TFS ACQUISITION
January 3, 2022
New York, N.Y., January 3, 2022 – Hammer Fiber Optics Holdings Corp., (OTCQB: HMMR), (soon to be Hammer Technology Holdings Corp.) (“the Company”), today announced the final closing of the definitive agreement between the parties to acquire a one hundred percent (100%) equity stake in Telecom Financial Services Ltd (“TFS”). As part of its evolving diversification strategy of the Hammer Group and under the terms of the agreement, TFS has been officially renamed HammerPay [USA] Ltd, which provides the Company a platform to aggressively pursue its strategy in the financial technology sector. The flagship product will be marketed under the brand name of “HammerPay” with its initial roll-out planned to service the continent of Africa—a historically underserved market for financial inclusion.
“Amongst other feature-rich digital banking capabilities, HammerPay will empower migrants living abroad, commonly known as the “diaspora”, with a swift, safe, secure, and cost-effective way to send money home to their family and friends to provide a vital lifeline for food, clothing, shelter, education, healthcare, vaccines, transport, and utilities” stated Michael Cothill, Executive Chairman of Hammer Group. “In today’s challenging financial markets, the HammerPay solution provides the diaspora the peace of mind that their funds will reach the intended target and not be diverted in any way. This is achieved through strict adherence to anti-money-laundering procedures inherently built into the HammerPay architecture and the flow of funds being directed exclusively and seamlessly between cross-border sending and receiving banks,” said Cothill.
The TFS acquisition has accelerated the HammerPay go-to-market strategy of a rapid adoption of the service amongst the diaspora by virtue of its existing banking relationships. In addition, integration with HammerPay’s simple and robust API (“Application Programming Interface”) facilitates private label opportunities and alliances with world-class financial institutions, banks, telecom operators, carriers, service providers and merchants. The primary goal being to accelerate their growth in the fintech space while leaving the bulk of the complex KYC/AML compliance, cross border licensing, and banking relationships to HammerPay.
“Now that the TFS-HammerPay closing is concluded, we are actively focusing on the vital growth funding strategies of the Hammer Group to ensure our current and future plans to improve shareholder value are met while building an extraordinary business with a long runway for continued expansion,” stated Michael Cothill, Executive Chairman of the Hammer Group.
For more information on the Group companies and growth strategy, see:
https://hmmrgroup.com/”
StockLogistics
2 years ago
10-k likely in a few weeks:
From 2021 10-k:
“ITEM 1. BUSINESS
Our Corporate History and Background
The Company was incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Company's principal activity was as a pre-exploration stage company engaged in the acquisition and exploration of mineral properties then owned by the Company. During this time, the Company was deemed a "shell company" in the pre-exploration stage and was ultimately unable to commence exploration activities.
On February 2, 2015, the Company entered into a Share Exchange Agreement with Tanaris Power Holdings, Inc., whereby the Company acquired 100% of Tanaris Power Holdings, Inc. issued and outstanding common stock in exchange for shares of the Company's common stock equal 51% of the issued and outstanding common stock and cash consideration to Tanaris in the aggregate amount of $350,000. Tanaris Power Holdings, Inc. was the owner of certain rights in connection with the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications. On March 6, 2015, the Company amended its Articles of Incorporation to change its name to Tanaris Power Holdings, Inc.
On April 25, 2016, Tanaris Power Holdings, Inc., a Nevada corporation entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Hammer Fiber Optics Investments, Ltd., a Delaware corporation ("HFOI"), and the controlling stockholders of HFOI (the "HFOI Shareholders"). Pursuant to the Share Exchange Agreement, the Company acquired 20,000,000 shares of common stock of HFOI from the HFOI shareholders (the "HFOI Shares") and in exchange the Company issued to the HFOI Shareholders 50,000,000 (post-Merger) restricted shares of its common stock (the "HMMR Shares"). As a result of the Share Exchange Agreement, HFOI became a wholly owned subsidiary of the Company. Hammer Fiber Optics Investments, Ltd. was formed in the State of Delaware on June 13, 2014.
On April 13, 2016, our Board of Directors approved a Plan of Merger (the "Plan of Merger") under Nevada Revised Statutes (NRS) Section 92A.180 to merge (the "Merger") with our wholly-owned subsidiary Hammer Fiber Optics Holdings Corp., a Nevada corporation, to effect a name change from Tanaris Power Holdings, Inc. to Hammer Fiber Optics Holdings Corp. The transaction was accounted for as a reverse merger. The Plan of Merger also provided for a 1 for 1,000 exchange ratio for shareholders of both the Company and Hammer Fiber Optics Holdings Corp., which had the effect of a 1 for 1,000 reverse split of our common stock. Articles of Merger were filed with the Secretary of State of Nevada on April 13, 2016 and, on April 14, 2016, this corporate action was submitted to FINRA for its review and approval.
On May 3, 2016, the Financial Industry Regulatory Authority ("FINRA") approved the merger with our wholly-owned subsidiary, Hammer Fiber Optics Holdings Corp. Accordingly, thereafter the Company's name was changed and our shares of common stock began trading on the Over the Counter Bulletin Board (OTCBB) under our new ticker symbol "HMMR" as of May 27, 2016.
3
On September 11, 2018, our Board of Directors approved stock purchase agreements with 1stPoint Communications LLC and its subsidiaries, Endstream Communications LLC, Open Data Centers LLC and Shelcomm Inc. for the acquisition of all of the equity of the entities. 1stPoint and its subsidiaries possess CLEC licenses in Florida, New York State, and a nationwide CMRS (Commercial Mobile Radio Services) license. The companies operate a data center facility in Piscataway, New Jersey. The acquisition of 1stPoint Communications, LLC, Open Data Centers, LLC and Shelcomm, Inc. closed on November 1, 2018. The acquisition of Endstream Communications, LLC closed on December 17, 2018.
On January 29, 2019 our Board of Directors approved a stock purchase agreement with American Network, Inc to acquire all of its equity. The acquisition of American Network, Inc closed on September 1, 2019.
As of April 30, 2020 our Board of Directors approved the discontinuation of the operations of Open Data Centers LLC. The operations of Open Data Centers, LLC were discontinued effective April 30, 2020 and the Company shut down its operations in its Piscataway, NJ data center.
On October 19, 2021 our Board of Directors approved a name change from Hammer Fiber Optics Holdings Corp to Hammer Technology Holdings. The name change was submitted to the Secretary of State of Nevada on October 7, 2021 for an effective date of October 19, 2021 and, on October 11, 2021, this corporate action was submitted to FINRA for its review and approval.
On October 25, 2021 our Board of Directors approved a share exchange agreement with Telecom Financial Services Limited ("TFS") for the acquisition one hundred percent (100%) of its stock. TFS owns the intellectual property critical to the operations of the company's financial technology business unit as well as certain key supplier, marketing and operating agreements. TFS will be renamed HammerPay [USA] Ltd. This acquisition has been discussed in the Subsequent Events.
Current Operations
Hammer Fiber Optics Holdings Corp (OTCQB:HMMR) is a company focused on sustainable shareholder value investing in both financial services technology and wireless telecommunications infrastructure.
Hammer's financial technologies business is focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world, ensuring Swift, Safe and Secure encrypted remittances and banking transactions.
Hammer's "Everything Wireless" go to market strategy for its telecommunications business includes the development of high speed fixed wireless service for residential, small business and enterprise clients using its wireless fiber platform, Hammer Wireless AIR®, mobility networks including 4G/LTE, Over-the-Top services such as voice, SMS and collaboration services and hosting services.”
StockLogistics
2 years ago
The MC Hammer Code:
"2 Legit 2 Quit" is a song by Hammer featuring Saja (a.k.a. Sonia Moore), released on September 5, 1991“
https://en.m.wikipedia.org/wiki/2_Legit_2_Quit
31 years ago, on 8/26/22 the SP closed at .31 and reversed higher.
“Too legit... Too legit to quit (three times)
Sweat running all over my chest (chest) I don't quit no!
I just press harder (Yea!) than I ever did before going for
The dreams that I have in store in my mind (mind) and I know
That I'm makin it I gotta get mine and nobody's takin it away
(No!) cause hammer don't play that you try to get mine
Boy you better step back freeze (freeze) cause
You don't want none I hustle for my muscle and you look
Weak son (real weak) yea!... I'm goin for all that I can get
Kickin at the top cause I'm too legit to quit...sing!..
[Chorus]
Too legit... Too legit to quit (hey...hey...) Too legit...too
Legit... Too legit to quit...(hey...) Too legit... Too legit to quit
(too legit...) too legit... too legit to quit..
When I feel high post don't you play me close a dig 'em smack
A get you back and I'll hit with a dose of oaktown power
And charge you by the hour I'm shakin like a quake and funks
Get devoured I choose to abuse, misuse and confuse
Competitors who think they're makin up all the rules, fools
In the game lame and insane it's a shame I gotta do this but
I remain the same unchanged gettin better never known
As a sweater kickin it at the top cause I got myself together
So roll with a guy who's physical and fit knows the time
And too legit to quit...sang!
[Chorus] - 2X
Step to the rhythm of a sho-nuff winner (winner) I been
Here before (yo!) I ain't no beginner (word) but I been new
Tried and true survival of the fittest yo!..it brought me through
My crew (talk) we're ready to strike trained for the mission
So believe the hype and sweat it (sweat it) cause you're gonna
Regret it the day that you dissed us you'll wish you never met us
You remind me of a real short story one hit record and you
Star to bore me get ready cause this is it your crew is
Through and we too legit to quit...sang!..
[Chorus]
Too legit... Too legit to quit...Too legit... Too legit to quit
Too legit... Too legit to quit...Too legit... Too legit to quit
Get buck...get buck...get buck...get buck...get buck...(many times)
My people we don't know defeat we crush the strong and
Percolate the weak daily (everyday) we make our moves to
Improve our groove because we love to rule where we
Lay yo!..(Yo!) work and play we started at the bottom and
Now we're leading the way and yea!..(yea!) I'm havin a fit kickin it
At the top because I'm too legit to quit...sang!..
[Chorus]
Hey...hey...hey...hey... too legit to quit.. too legit to quit.
We're rolling on...we're rolling on...we're rolling on...we're rolling on..
He's on top...he's on top...he's on top...he's on top..
Goin to burn it up...goin to burn it up...goin to burn it up..
Goin to burn it up..
Too legit to quit...too legit to quit
We're rollin on..hey..hey..hey...too legit
[Chorus] to fade
Written by: Felton Pilate, James Earley, Louis Burrell, Michael Patrick Kelly, Stanley Kirk Burrell
Lyrics © BMG Rights Management, REACH MUSIC PUBLISHING
Lyrics Licensed & Provided by LyricFind“
2 Legit 2
2 2
‘22
Legit in ‘22
Another song:
U Can't Touch This, (if U is the 21st letter…21 Can’t Touch This)
“You can't touch this
You can't touch this
You can't touch this
You can't touch this
My, my, my, my
(You can't touch this)
Music hits me so hard
Makes me say "Oh, my Lord
Thank you for blessing me
With a mind to rhyme and two hyped feet"
It feels good when you know you're down
A super dope homeboy from the Oaktown
And I'm known as such
And this is a beat, uh, you can't touch
I told you, homeboy
You can't touch this
Yeah, that's how we livin', and ya know
You can't touch this
Look in my eyes, man
You can't touch this
Yo, let me bust the funky Iyrics
You can't touch this
Fresh new kicks and pants
You got it like that
Now you know you wanna dance
So, move outta your seat
And get a fly girl
And catch this beat
While it's rolling
Hold on
Pump a little bit and let 'em know it's going on
Like that, like that
Cold on a mission, so fall on back
Let 'em know that you're too much
And this is a beat, uh, they can't touch
Yo, I told you
You can't touch this
Why you standing there, man?
You can't touch this
Yo, sound the bell, school's in, sucker
You can't touch this
Give me a song or rhythm
Making them sweat, that's what I'm giving them
Now, they know
You talk about the Hammer
When you're talkin 'bout a show
That's hyped and tight
Singers are sweatin'
So pass them a wipe or a tape
To learn
What it's gonna take in the 90's to burn
The chart's legit
Either work hard or you might as well quit
That's word, because, you know
You can't touch this
You can't touch this
Break it down!
Stop, Hammer time!
"Go with the flow", it is said
If you can't groove to this, then you probably are dead
So, wave your hands in the air
Bust a few moves
Run your fingers through your hair
This is it, for a winner
Dance to this and you're gonna get thinner
Now move, slide your rump
Just for a minute, let's all do the bump
(Bump, bump, bump)
Yeah
You can't touch this
Look, man
You can't touch this
You'll probably get hyped, boy, 'cause you know you can't
You can't touch this
Ring the bell, school's back in
Break it down!
Stop, Hammer time!
You can't touch this
You can't touch this
You can't touch this
Break it down!
Stop, Hammer time!
Every time you see me
That Hammer's just so hype
I'm dope on the floor
And I'm magic on the mic
Now, why would I ever
Stop doing this
With others making records
That just don't hit?
I toured around the world
From London to The Bay
It's "Hammer! Go, Hammer! MC Hammer! Yo, Hammer!"
And the rest can go and play
"U Can't Touch This"
You can't touch this
You can't touch this
Yeah
You can't touch this
I told you
You can't touch this
Too hype, you can't touch this
Yo, we're outta here
You can't touch this
Source: Musixmatch
Songwriters: Rick James / Mc Hammer / Alonzo H Miller
U Can’t Touch This lyrics © Bust It Publishing, Stone Diamond Music Corp., Jobete Music Co Inc”
StockLogistics
2 years ago
Maybe something with this will get it over the .58 price cap caused by the notes
“On October 26th, 2021, Hammer Technology Holdings, (Formally Hammer Fiber Optics Holdings Corp). a Nevada corporation (the "Company" or "HMMR") entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Telecom Financial Services Ltd., a Delaware corporation ("TFS-LTD"), and the controlling stockholders of TFS-LTD (the "TFS Shareholders"). Pursuant to the Share Exchange Agreement, the Company will acquire 5,000,000 shares of common stock of TFS-LTD from the TFS shareholders (the "TFS-LTD Shares") and in exchange the Company shall issue to the TFS Shareholders 5,000,000 restricted shares of its common stock (the "HMMR Shares"). As a result of the Share Exchange Agreement, TFS-LTD shall become a wholly owned subsidiary of the Company. The Share Exchange Agreement contains customary representations, warranties and conditions to closing.
Name Change
As a result of the Share Exchange, the Company will change the name of TFS-LTD to HammerPay (USA) Ltd (the "Name Change"), effective upon approval by the Delaware Division of Corporations.
Exchange Ratio
On the effective date of the Share Exchange, the total number of shares of Common Stock held by each stockholder in the stock of TFS-LTD will be converted into an equal number of shares of Common Stock of the Company.
Non Dilution
The transactions contemplated under this Share Exchange Agreement shall be non-dilutive to the shareholders of the company as the shares of the company's common stock issued hereunder to the TFS Shareholders shall be issued out of prior reserved acquisition treasury stock of the Company
Description of Transaction
The foregoing provides only a brief descriptions of the material terms of the Share Exchange 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 Share Exchange Agreement filed as Exhibit 99.1 to this Current Report on Form 8-K, and are incorporated herein by reference.”
StockLogistics
3 years ago
“Item 1.01. Entry into a Material Definitive Agreement.
On February 11, 2022, Hammer Fiber Optics Holdings Corp. (the "Company") entered into a Securities Purchase Agreement (the "Mast SPA") by and between the Company and Mast Hill Fund, L.P. ("Mast"). Pursuant to the terms of the Mast SPA, the Company agreed to sell to Mast and Mast agreed to purchase from the Company, a promissory note in the aggregate principal amount of $550,000 (the "Mast Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Mast Note. The Mast Note has an original issue discount of $55,000, resulting in gross proceeds to the Company of $495,000. Mast has piggyback registration rights pursuant to the terms of the Mast SPA.
Pursuant to the terms of the Mast SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $3.00, subject to adjustment as set forth therein (the "Mast First Warrant"), (ii) a common stock purchase warrant to purchase 150,000 shares of Company common stock at an exercise price of $1.50, subject to adjustment as set forth therein (the "Mast Second Warrant" and together with the Mast First Warrant, the "Mast Warrants"), and (iii) 475,000 shares of Company common stock to Mast as additional consideration for the purchase of the Mast Note.
The Mast Note bears interest at a rate of 12% per annum and matures on February 11, 2023. Any amount of principal or interest on the Mast Note which is not paid when due will bear interest at a rate of the lesser of (i) 16% per annum and (ii) the maximum amount permitted by law. The Mast Note may not be prepaid in whole or in part except as provided in the Mast Note by way of conversion at Mast's option.
Mast has the right at any time to convert all or any part of the outstanding and unpaid principal amount and interest of the Mast Note into common stock, subject to a 4.99% equity blocker, at a conversion price of $0.58 per share; provided, however, that Mast is entitled to deduct $1,750 from the conversion amount in each case to cover Mast's fees associated with conversion.
Mast's right to exercise each of the Mast Warrants is subject to a 4.99% equity blocker. Each of the Mast Warrants expires on the five-year anniversary of issuance.
The foregoing description of the Mast SPA, the Mast Note and the Mast Warrants does not purport to be complete and is qualified in its entirety by reference to the Mast SPA, the Mast Note, the First Mast Warrant and the Second Mast Warrant, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and which are incorporated herein by reference.
On February 17, 2022, the Company entered into a Securities Purchase Agreement (the "Talos SPA") by and between the Company and Talos Victory Fund, LLC ("Talos"). Pursuant to the terms of the Talos SPA, the Company agreed to sell to Talos, and Talos agreed to purchase from the Company, a promissory note in the aggregate principal amount of $275,000 (the "Talos Note"), convertible into shares of the Company's common stock upon the terms and subject to the limitations and conditions set forth in the Talos Note. The Talos Note has an original issue discount of $27,500, resulting in gross proceeds to the Company of $247,500. Talos has piggyback registration rights pursuant to the terms of the Talos SPA.
Pursuant to the terms of the Talos SPA, the Company also agreed to issue (i) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $3.00, subject to adjustment as set forth therein (the "Talos First Warrant"), (ii) a common stock purchase warrant to purchase 75,000 shares of Company common stock at an exercise price of $1.50, subject to adjustment as set forth therein (the "Talos Second Warrant" and together with the Talos First Warrant, the "Talos Warrants"), and (iii) 237,500 shares of Company common stock to Talos as additional consideration for the purchase of the Talos Note.
The Talos Note bears interest at a rate of 12% per annum and matures on February 17, 2023. Any amount of principal or interest on the Talos Note which is not paid when due will bear interest at a rate of the lesser of (i) 16% per annum, and (ii) the maximum amount permitted by law. The Talos Note may not be prepaid in whole or in part except as provided in the Talos Note by way of conversion at Talos' option.
Talos has the right at any time to convert all or any part of the outstanding and unpaid principal amount and interest of the Talos Note into common stock, subject to a 4.99% equity blocker, at a conversion price of $0.58 per share; provided, however, that Talos is entitled to deduct $1,750 from the conversion amount in each case to cover Talos' fees associated with conversion.
Talos' right to exercise each of the Talos Warrants is subject to a 4.99% equity blocker. Each of the Talos Warrants expires on the five-year anniversary of issuance.
The foregoing description of the Talos SPA, the Talos Note and the Talos Warrants does not purport to be complete and is qualified in its entirety by reference to the Talos SPA, the Talos Note, the First Talos Warrant and the Second Talos Warrant, copies of which are filed as Exhibits 10.5, 10.6, 10.7 and 10.8 to this Current Report on Form 8-K and which are incorporated herein by reference.”
https://www.otcmarkets.com/filing/html?id=15591477&guid=2IawkpCD3OvnJth
Laster
3 years ago
NEWS.
On October 26th, 2021, Hammer Technology Holdings, (Formally Hammer Fiber Optics Holdings Corp). a Nevada corporation (the "Company" or "HMMR") entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Telecom Financial Services Ltd., a Delaware corporation ("TFS-LTD"), and the controlling stockholders of TFS-LTD (the "TFS Shareholders"). Pursuant to the Share Exchange Agreement, the Company will acquire 5,000,000 shares of common stock of TFS-LTD from the TFS shareholders (the "TFS-LTD Shares") and in exchange the Company shall issue to the TFS Shareholders 5,000,000 restricted shares of its common stock (the "HMMR Shares"). As a result of the Share Exchange Agreement, TFS-LTD shall become a wholly owned subsidiary of the Company. The Share Exchange Agreement contains customary representations, warranties and conditions to closing.
Name Change
As a result of the Share Exchange, the Company will change the name of TFS-LTD to HammerPay (USA) Ltd (the "Name Change"), effective upon approval by the Delaware Division of Corporations.
Exchange Ratio
On the effective date of the Share Exchange, the total number of shares of Common Stock held by each stockholder in the stock of TFS-LTD will be converted into an equal number of shares of Common Stock of the Company.
Non Dilution
The transactions contemplated under this Share Exchange Agreement shall be non-dilutive to the shareholders of the company as the shares of the company's common stock issued hereunder to the TFS Shareholders shall be issued out of prior reserved acquisition treasury stock of the Company
Description of Transaction
The foregoing provides only a brief descriptions of the material terms of the Share Exchange 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 Share Exchange Agreement filed as Exhibit 99.1 to this Current Report on Form 8-K, and are incorporated herein by reference.
Laster
3 years ago
Hammer Fiber Optics Holdings Corp Hires Financial Services Veteran to Lead the Company's New Fintech Initiative
2021-09-20 08:01 ET - News Release
New York, New York--(Newsfile Corp. - September 20, 2021) - Hammer Fiber Optics Holdings Corp (OTCQB: HMMR), soon to be known as Hammer Technology Holdings, announced today that as part of its evolving diversification strategy the Company is appointing Kevin Ferguson as Principal Consultant Global Fintech Acquisitions. Under his guidance and with the unanimous commitment of the Board of Directors, the Company will be seeking the acquisition of various valuable fintech initiatives.
Kevin Ferguson, a veteran of the financial services and fintech industries, has extensive knowledge of international banking and payments technology initiatives, which maximizes Hammer's opportunity within current market offerings to build the banking relationships and fintech partnerships so critical to launching services in new global markets. Mr. Ferguson has held numerous executive operational leadership roles with international technology and fintech providers such as Deloitte Consulting, SAP, SunGard (now FIS,) Element AI (now Service Now,) NewComLink and Oracle.
Commenting on Mr. Ferguson's leadership, extensive experience and industry knowledge to drive the Company's diversification strategy forward, Michael Cothill, Chairman of the Board since its inception and newly appointed Executive Chairman of the Hammer group, said that, "The time to market is of the essence and Mr. Ferguson has rapidly identified the first potential acquisition of a Swiss based fintech entity who has developed and deployed a fully functional state-of-the-art cross-border payment and remittance platform."
"Although the final details of the transaction are still under a Strictly Confidential Letter of Intent, the successful acquisition of this fintech entity who has key strategic banking partnerships in place, will significantly and rapidly position Hammer as a viable and lucrative international cross border remittance and bill payment competitor," said Mr. Ferguson.
"Hammer plans to finalize the definitive agreement of this material acquisition imminently," Cothill concluded.
sweet crude
5 years ago
News Out + Sprint merger approved
The Sprint T-Mobile merger gets approval, which will open door to wave of telecom acquisitions. In addition news out on funding
Hammer Fiber Optics Holdings Corp Announces the S-1 Registration Statement
PISCATAWAY, N.J., Feb. 11, 2020 (GLOBE NEWSWIRE) -- Hammer Fiber Optics Holdings Corp (OTCQB: HMMR) announced today that the S-1 Registration Statement required to exercise its options under the Peak One Opportunity Fund equity line of credit is now effective. Hammer and Peak One signed a definitive agreement for up to $10 million on October 31, 2019.
“We are very pleased to be working with Peak One on this facility. We are looking forward to continuing our implementation of our Everything Wireless Strategy,” said Erik Levitt, Hammer’s CEO.
As it pursued its filing, Hammer completed the rollout of its 2-way P2P (Person-to-Person) SMS network, which allows business and residential subscribers to send texts worldwide, with planned direct routes into African markets such as Kenya and Nigeria. Hammer recently completed its first wholesale voice routes into Caribbean markets including Dominica and St. Vincent, with permanent interconnections nearing completion in several markets. In the United States Hammer has continued to pursue development of the market in Huntsville, Alabama.
“We are actively selling our OTT networks and will be deriving more revenue from that platform in coming quarters,” said Kristen Vasicek, Hammer’s COO, who is responsible for all marketing activities and new product development.
“Hammer continues to move forward with its strategy,” said Michael Cothill, Hammer’s Chairman. “The unique capabilities of our team will allow us to see the results of exciting projects globally,” added Cothill.
sweet crude
5 years ago
Earnings Out: Revenues Increased 594%
Hammer Fiber Optics Holdings Corp Announces Results for Year Ended July 31, 2019
PISCATAWAY, N.J., Nov. 15, 2019 (GLOBE NEWSWIRE) -- Hammer Fiber Optics Holdings Corp (OTCQB: HMMR) announced operating and financial results for the fiscal year ended July 31, 2019. “This was a transformative year for Hammer,” said Erik Levitt, Hammer’s CEO. “During the period we integrated a number of companies into the portfolio and set the stage for organic growth in the fixed wireless and mobility business units.”
Key results include:
Total revenues for the fiscal year increased to $2,706,851 from $455,609, a 594% increase.
The net loss from operations for the year decreased to $468,366 from $5,515,083, an 84.5% decrease.
1stPoint Communications, Endstream Communications, Open Data Centers and Shelcomm are consolidated in Hammer’s results.
Due to the termination of a lease on the 28Ghz spectrum it was using in the Atlantic City, NJ market by Verizon Communications, Hammer discontinued the operations of its fixed wireless network in that market.
The announcement of fixed wireless deployments in Huntsville, AL, Sierra Leone and various Caribbean markets.
The first point-of-presence in Sierra Leone has been completed and work on the wholesale voice deployment in Dominica is ongoing.
The deployment of wholesale voice services in other Caribbean markets is imminent.
Significant enhancements have been made in the underlying SMS/text messaging infrastructure including the substantial increase in global coverage and the addition of several key customers to the network.
Subsequent to the year end, Hammer has closed on the acquisition of the assets of American Network, Inc and has signed a definitive agreement with Peak One Opportunity Fund, LP for an equity line of credit.
“In the coming quarters we will focus on adding subscribers to both our retail and wholesale networks as we expand our fixed wireless networks, continue to build our wholesale voice and wholesale SMS coverage and begin construction on our Huntsville, Alabama network,” added Levitt.
“We are committed to building on our Everything Wireless strategy,” said Kristen Vasicek, Hammer’s COO. The strategy consists of four pillars: high speed fixed wireless technology using the patented AIR™ technology (“wireless fiber”), mobility, OTT technology including SMS messaging, and Smart City. The underlying platform of “Everything Wireless” is Hammer’s wholesale voice and wholesale SMS networks as well as it’s data center hosting facilities.
About Hammer
Hammer Fiber Optics Holdings Corp. (OTCQB:HMMR) is a telecommunications company investing in the future of wireless technology. Hammer’s “Everything Wireless” go to market strategy includes the development of high-speed fixed wireless service for residential and small businesses using its wireless fiber platform, Hammer Wireless® AIR, Over-the-Top services such as voice, SMS and video collaboration services, the construction of smart city networks and hosting services including cloud and colocation. For more information contact our Investor Relations Team at info@hammerfiber.com.
Golden Cross
5 years ago
News - Hammer Fiber Optics Holdings Corp Signs Definitive Agreement with Peak One for an Equity Line of Credit
Press Release | 10/11/2019
PISCATAWAY, N.J., Oct. 11, 2019 (GLOBE NEWSWIRE) -- Hammer Fiber Optics Holdings Corp (OTCQB: HMMR) announced today that it has signed a definitive agreement with Peak One Opportunity Fund, L.P. for a $10 million equity line of credit. Hammer had previously announced projects in Sierra Leone, Dominica, other parts of the Eastern Caribbean and Huntsville, AL. “The first phase of the fixed wireless project in Sierra Leone has been deployed and customer tests are in progress. The wholesale voice project in Dominica is nearing completion and we are also seeing traction in our messaging business unit,” said Erik Levitt, Hammer’s CEO. “The Peak One equity line will provide Hammer a flexible funding source to meet our cash flow needs.”
The details of the transaction are available in an 8K disclosure.
About Hammer
Hammer Fiber Optics Holdings Corp. (OTCQB:HMMR) is a telecommunications company investing in the future of wireless technology. Hammer’s “Everything Wireless” go to market strategy includes the development of high-speed fixed wireless service for residential and small businesses using its wireless fiber platform, Hammer Wireless® AIR, Over-the-Top services such as voice, SMS and video collaboration services, the construction of smart city networks and hosting services including cloud and colocation. For more information contact Investor Relations at info@hammerfiber.com.
Peak One Opportunity Fund, LP is a private equity fund focused on direct investments into emerging growth companies
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