Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Material Definitive Agreements for purposes of acquisition of outside businesses
On September 11, 2018 Hammer Fiber Optic Holdings Corp, (the “Company”) entered into a stock purchase agreement with 1stPoint Communications, LLC (the “Seller”). The purchase price for all of the Company Units is three million six hundred and forty-three thousand six hundred and forty-four (3,643,644) shares of the Company’s Common Stock from treasury stock. Seventy five percent (75%) of the shares of the Company’s Common Stock to be issued are restricted securities, as defined in Rule 144 of the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.
On September 11, 2018 Hammer Fiber Optic Holdings Corp, (the “Company”) entered into a stock purchase agreement with Endstream Communications, LLC (the “Seller”). The purchase price for all of the Company Units is one million nine hundred and fifty-seven thousand one hundred and sixteen (1,957,116) shares of the Company’s Common Stock from treasury stock. Seventy five percent (75%) of the shares of Buyer Common Stock to be issued are restricted securities, as defined in Rule 144 of the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.
On September 11, 2018 Hammer Fiber Optic Holdings Corp, (the “Company”) entered into a stock purchase agreement with Shelcomm, Inc. (the “Seller”). The purchase price for all of the Company Units is nine hundred thousand (900,000) shares of the Company’s Common Stock from treasury stock. The shares of the Company’s Common Stock to be issued are restricted securities, as defined in Rule 144 of the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.
On September 12, 2018 Hammer Fiber Optic Holdings Corp, (the “Company”) entered into a stock purchase agreement with Open Data Centers, LLC (the “Seller”). The purchase price for all of the Company Units is two million nine hundred thirty thousand five hundred sixty-six (2,930,566) shares of the Company’s Common Stock from treasury stock. The shares of the Company’s Common Stock to be issued are restricted securities, as defined in Rule 144 of the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. The Company shall also pay Sellers a sum of $200,000 in Cash, delivered to the Sellers no later than January 10, 2019.
The shares to be issued to the Sellers are intended to be comprised of a combination of shares currently held in treasury and shares intended to be forfeited, and therefore returned to the company as treasury stock prior to closing, by substantial related-party shareholders. The value of the shares issued to the Sellers will be based upon the closing price on the date the transaction is completed. All restricted shares are as defined under Rule 144 of Securities and Exchange Commission and are restricted for a period of twelve (12) months from the date of closing.
The foregoing describes the material terms of the Stock Purchase Agreements, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the copy of the Stock Purchase Agreements that are filed as Exhibit 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
2
1stPoint Communications has strong intellectual property in over-the-top services such as SMS/texting and collaboration tools, virtual desktop and managed hosting services. Its subsidiaries have multiple CLEC licenses and a mobile operator license. Endstream Communications offers wholesale voice services worldwide. Open Data Centers operates a carrier neutral colocation facility in Piscataway, New Jersey and an edge data center in Homewood, Alabama. The acquisitions are accretive to Hammer and provide operating synergies. The details will be described further in an upcoming Form 8-K filing.
The Mobile Network Service Provider program, announced jointly by Hammer and 1stPoint, exemplifies how Hammer will use its existing capabilities and those of each of the acquired entities to operate and maintain managed wireless networks both domestically and Internationally. The offering will include wireless networking equipment, an over the top platform for value added services, 24x7 remote NOC and deployment services, sales and marketing support as well as project management. Open Data Centers will provide the infrastructure and personnel to facilitate the NOC for remote management capabilities.
“Using the proprietary Air Technology, complemented by the intellectual property and operations of the acquired entities, Hammer now has the ideal solution to cable network extension, wireless service expansion or an opportunity for DSL replacement,” said Mark Stogdill, Hammer’s Founder. Today Hammer provides triple-play services to retail customers in its operating market and intends to deliver that service nationwide alongside its operator partners.
Erik Levitt, the Managing Member of 1stPoint, Endstream and Open Data Centers said, “The acquisitions create a strong management team, all of whom individually possess a long history of success in the industry. We are all dedicated to executing on the vision that has been created for Hammer since inception. We are focused on delivering on projects that will grow the company’s agenda aggressively.”