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Hammer Fiber Optics Holdings Corp. (OTC:HMMR) has announced a significant financial restructuring through a debt conversion to equity, according to a recent SEC filing. On May 24, the company entered into an Assignment and Assumption Agreement with Michael Sevell and Caban Global Reach Private Equity LP (CGRPE), a Delaware limited partnership. This agreement involved the assignment of a convertible note valued at $2,680,798.50 by Mr. Sevell to CGRPE.
The following day, Hammer Fiber Optics and CGRPE executed a Debt Exchange Agreement. This agreement converted the full principal amount of the loan into 10,154,542 shares of common stock at a conversion price of $0.264 per share. This transaction effectively extinguished Hammer Fiber Optics’ debt obligation. The conversion was conducted under Section 3(a)(9) of the Securities Act of 1933, which exempts certain transactions from registration requirements.
The conversion price was mutually agreed upon by the parties and reflected the fair market value of the company’s stock at the time of the transaction. The company noted that no placement agent fees, commissions, or underwriting costs were incurred during this process.
As part of the transaction, the Revised and Restated Convertible Note Agreement between Hammer Fiber Optics and Mr. Sevell, dated May 15, 2025, was terminated following the issuance of equity. This move is part of Hammer Fiber Optics’ strategy to secure non-toxic, equity-based financing from strategic sources.
Additionally, the company disclosed that both Michael Sevell and Michael Cothill, directors of Hammer Fiber Optics, have been appointed as General Partners of CGRPE. An independent committee of disinterested directors reviewed and approved the transaction to ensure fairness and alignment with corporate governance practices.
In a related development, Hammer Fiber Optics is in the process of changing its corporate name, effective no earlier than 21 days after the mailing date of a Definitive Information Statement on May 28, 2025. The company will announce the effective date of the name change in a future filing.
This information is based on a press release statement filed with the SEC.
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