Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT OnOctober 1, 2021 , the Board of Directors ofHammer Fiber Optics Holdings Corp. (the "Company") entered into a Debt Conversion Agreement with Investor and Non-Executive DirectorMichael A. Sevell . As per the terms of the Debt Conversion Agreement, the Company has resolved its indebtedness toMr. 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
(d) Exhibits Descriptions
99.1 Debt Conversion Agreement, Dated
99.2 Press Release Hammer Stock Valued at
Strong Confidence in Firm's Pivot to Global Fintech Strategy 2
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