HMMR 10-K & 10-Q changes, risk factors and insider trading
Hammer Technology Holdings Corp. · OTC · Communications Services, Nec · CIK 1539680 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “If we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing, our then-existing stockholders may suffer substantial dilution.”
Removed heading “Foreign Currency”
Largest changes
“If we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing, our then-existing stockholders may suffer substantial dilution.”see in full comparison
“As we take steps to grow our business, or as we respond to potential opportunities and/or adverse events, our working capital needs may change. We anticipate that if our cash and cash equivalents are insufficient to satisfy our liquidity requirements, we will require additional funding to sustain our ongoing operations. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all, if needed. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to conduct business operations. …”see in full comparison
“We transact business in various foreign currencies including the Euro. In general, the functional currency of a foreign operation is the local country's currency. Consequently, revenues and expenses of operations outside the United States are translated into US Dollars using the weighted-average exchange rates on the period end date and assets and liabilities of operations outside the United States are translated into US Dollars using the change rate on the balance sheet dates. …”see in full comparison
“• our ability to secure and retain adequate spectrum to facilitate ongoing operations and deployment of our services beyond our present geographic footprint.”see in full comparison
Full comparison: every changed paragraph (10)
• our ability to secure and retain adequate spectrum to facilitate ongoing operations and deployment of our services beyond our present geographic footprint.
• Global economic downturns, market declines, or financial disruptions, including those affecting migration patterns, could harm our business, financial condition, operations, and cash flows.
There is substantial doubt about the entity's ability to continue as a going concern.concern
The Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of thesethe financial statements. The Company's continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties. No assurance can be given that the Company will be successful in these efforts. The Company intends to continue to address this condition by seeking to raise additional capital through the issuance of debt and/or the sale of equity until such time that ongoing revenues can sustain the business, at which time capitalization may be considered through other means.
If we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing, our then-existing stockholders may suffer substantial dilution.
As we take steps to grow our business, or as we respond to potential opportunities and/or adverse events, our working capital needs may change. We anticipate that if our cash and cash equivalents are insufficient to satisfy our liquidity requirements, we will require additional funding to sustain our ongoing operations. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all, if needed. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to conduct business operations. Any additional equity financing may involve substantial dilution to our then existing stockholders.
Information technology dependency and securitycybersecurity vulnerabilities could lead to reduced revenue, liability claims, or competitive harm.
We use electronic information technology (IT) in our manufacturing processes and operations and other aspects of our business. Despite our implementation of security measures, our IT systems are vulnerable to disruptions from computer viruses, natural disasters, unauthorized access, cyber-attack and other similar disruptions. A material breach in the security of our IT systems could include the theft of our intellectual property or trade secrets. Such disruptions or security breaches could result in the theft, unauthorized use or publication of our intellectual property and/or confidential business information, harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives, or otherwise adversely affect our business. We have, from time to time, experienced incidents related to our IT systems, and expect that such incidents will continue, including malware and computer virus attacks, unauthorized access, systems failures and disruptions. We have measures and defenses in place against unauthorized access, but we may not be able to prevent, immediately detect, or remediate such events.
Foreign Currency
We transact business in various foreign currencies including the Euro. In general, the functional currency of a foreign operation is the local country's currency. Consequently, revenues and expenses of operations outside the United States are translated into US Dollars using the weighted-average exchange rates on the period end date and assets and liabilities of operations outside the United States are translated into US Dollars using the change rate on the balance sheet dates. The effects of foreign currency translation adjustments are included in the stockholders' equity as a component of the AOCL in the accompanying financial statements.
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
Removed heading “Results of Operations”
Largest changes
“Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. Determining indicators of impairment and measuring impairment losses requires the use of our judgment and estimates. …”see in full comparison
“We have financed our operations since inception primarily through debt from related parties. There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form. Our ability to remain a going concern is dependent upon whether we can raise debt and/or equity capital from third party sources for both working capital and business development needs until such time as we are substantially sustained as a going concern through cash flow from operations.”see in full comparison
“We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors have included in their report on our audited financial statements for the fiscal years ended July 31, 2024 and 2023 an explanatory paragraph regarding factors that raise substantial doubt that we will be able to continue as a going concern.”see in full comparison
“The Company is at risk of remaining a going concern. Its ability to remain a going concern is dependent upon whether the Company can raise debt and/or equity capital from third party sources for both working capital and business development needs until such time as the Company may be substantially sustained as a going concern through cash flow from operations.”see in full comparison
“During the year ended July 31, 2025, we incurred total operating expenses of $3,408,574 compared with $1,401,907, an increase of approximately $2,006,667 or 143%, for the comparable period ended July 31, 2024. The increase in operating expenses is primarily the result of our intangible asset impairment of $1,888,242 during the year ended July 31, 2025. …”see in full comparison
Full comparison: every changed paragraph (42)
Hammer Technology Holdings Corp. is a company focused on sustainable shareholder value investing in financial services technology. We have one wholly-owned active subsidiary, Hammerpay USA Ltd. Additionally, we have two wholly-owned inactive subsidiaries: Hammer Fiber Optics Investment Ltd., and Hammer Wireless (SL) Limited.
Our financial technologies business is focused on providing digital stored value technology via our 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.
Recent Developments
On August 7, 2024, we authorized and executed a Purchase Agreement with Viper Networks, Inc. ("Viper") to sell our telecommunications assets to Viper (the "Viper Sale"). The assets include 1st Point Communications LCC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 10% ownership interest in Wikibuli Inc. The telecommunication assets qualified for reporting as a discontinued operation. As a result, the results of the telecommunication assets, including the gain on disposal of subsidiaries, are excluded from continuing operations for all periods presented. Accordingly, any discussion of our historical financial information below reflects the telecommunication asset's results as a discontinued operation and amounts and disclosures below pertain to our continuing operations for all periods presented, unless otherwise noted. With the divestiture of the telecommunications assets, we have begun to concentrate our efforts on fintech initiatives such as our mobile payments platform, instead of on telecommunication services.
As consideration for the Viper Sale we received back 2,500,000 shares of the Company's common stock. The Viper Sale closed on November 1, 2024. The returned shares had a value of $0.25 per share on November 1 2024 resulting in a total consideration value of $625,000.
Effective on September 3, 2025, the Company amended its Articles of Incorporation, as amended with the State of Nevada to effect a change of the Company's name from "Hammer Fiber Optics Holdings Corp." to "Hammer Technology Holdings Corp."
Results of Operations
ForResults of Operations for the Year Ended July 31, 20242025 Compared to the Year Ended July 31, 20232024
Net revenues for the year ended July 31, 20242025 and 20232024 were $3,279,946$0 and $3,256,611$420 respectively, ana increasedecrease of approximately $23,335$420 or 0.7%.100%. TheWe increasedid wasnot primarilygenerate dueany torevenues during the expansionyear ofended theJuly Company's31, Over-the-Top2025 ("OTT")as businessour segmentmobile whichpayments includesplatform itshad SMSnot messagingyet and hosting business units.launched.
During the year ended July 31, 2025, we incurred total operating expenses of $3,408,574 compared with $1,401,907, an increase of approximately $2,006,667 or 143%, for the comparable period ended July 31, 2024. The increase in operating expenses is primarily the result of our intangible asset impairment of $1,888,242 during the year ended July 31, 2025. The intangible asset impairment was due to uncertainty regarding our ability to accurately project future earnings and positive cash flows related to our customer contract intangible asset, which we fully impaired as of July 31, 2025 We had an increase in selling, general and administrative expense of $113,895 or 16% for the year ended July 31, 2025 compared to the year ended July 31, 2024. The increase in selling, general and administrative expense is due primarily to an increase in professional expense ($99,618) and an increase in corporate and IT expense ($42,003), offset by a decrease in rent expense ($27,727).
We recorded depreciation and amortization expense of $677,723 and $673,193 during the years ended July 31, 2025 and 2024, respectively. Our depreciation and amortization expense for the year ended July 31, 2025 was composed of amortization of the customer contract asset of $551,808, amortization of the software asset of $123,760, and depreciation of property and equipment of $2,155. Our depreciation and amortization expense for the year ended July 31, 2024 was composed of amortization of the customer contract asset of $551,808, and amortization of the software asset of $121,385.
During the year ended July 31, 2025, we incurred total other expense of $1,021,336 primarily consisting of loss on conversion of debt of $974,836, loss on change in fair value of warrant liability of $45,000 and interest expense of $1,500. During the year ended July 31, 2024 we incurred total other expense of $72,818 consisting primarily of warrant financing expense of $164,525, interest expense of $86,043; offset by the gain on change in fair value of warrant liability of $177,750.
During the year ended July 31, 2024, the Company incurred total operating expenses of $4,671,259 compared with $4,503,655, an increase of approximately $167,604 or 3.7%, for the comparable period ended July 31, 2023. The increase in expenses is due to the expenses associated with the Company's diversification into the financial services markets and increased expenses associated with the expansion of the telecommunications business segment.
The Company recorded depreciation and amortization expense of $731,581 and $717,860 during the year ended July 31, 2024 and 2023, respectively. During the year ended July 31, 2024 and 2023, interest expense was $86,043 and $20,618 respectively.
During the year ended July 31, 2024, the Company incurred total other income of $158,300 primarily consisting of interest expense, warrant financing expenses, financing expense, and other expenses of $86,043, $164,525, $36,617, and $26,018, respectively. These expenses are partially offset by other income in the twelve months ended July 31, 2024 of $293,753, which represents income from previously written-down customer accounts receivable and gain in fair value of warrant liability of $177,750. During the year ended July 31, 2023 the Company incurred total other expenses of $317,175 consisting of interest expense, warrant financing expenses, financing expense, and other expenses of $20,618, $145,725, $255,532 and $175,559, respectively. These expenses are partially offset by other income of $262,259 and a gain on fair value of warrant liability of $18,000.
During the twelve monthsyear ended July 31, 20242025 the Companywe recorded a net loss from continuing operations of $1,233,013,$4,429,910, compared to a net loss from operations of $1,564,219$1,474,305 infrom the same twelve-month periodyear ended July 31, 2023.2024. The decreaseincrease in net loss from continuing operations is due primarily to the intangible asset impairment and a large decreaseincrease in the Company'sour total other expenses and selling, general, and administrative expenses year over year.expenses.
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of July 31, 2025, we had $18,054 in cash compared to $0 at July 31, 2024, an increase of $18,054.
As of July 31, 2025, we had total current assets of $19,304 and total current liabilities of $877,663, or negative working capital of $858,359, compared to total current assets of $206,266 and total current liabilities of $3,998,146, or negative working capital of $3,791,880 as of July 31, 2024. This is an increase in working capital of $2,933,521 driven primarily by the Viper Sale and the resulting decrease in current liabilities from discontinued operations.
We have financed our operations since inception primarily through debt from related parties. There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form. Our ability to remain a going concern is dependent upon whether we can raise debt and/or equity capital from third party sources for both working capital and business development needs until such time as we are substantially sustained as a going concern through cash flow from operations.
Our future capital requirements for our operations will depend on many factors, including the profitability of our businesses, and the costs of expending our operations. We plan to generate positive cash flow from the expansion of our fintech initiatives, such as our mobile payments platform. We may also choose to raise additional funds through public or private equity or debt financings, a bank line of credit, borrowings from affiliates or other arrangements. We cannot be sure that any additional funding, if needed, will be available on terms favorable to us or at all. Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute our current stockholders' ownership in us and could also result in a decrease in the market price of our common stock. There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form.
We have financed our operations since inception primarily through notes payable from related parties, which have been disclosed herein under Related Party Transactions. The Company had cash and cash equivalents of $74,133 and $66,688 as of July 31, 2024 and 2023, respectively.
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors have included in their report on our audited financial statements for the fiscal years ended July 31, 2024 and 2023 an explanatory paragraph regarding factors that raise substantial doubt that we will be able to continue as a going concern.
The Company is at risk of remaining a going concern. Its ability to remain a going concern is dependent upon whether the Company can raise debt and/or equity capital from third party sources for both working capital and business development needs until such time as the Company may be substantially sustained as a going concern through cash flow from operations.
Cash Flow from Continuing Operating Activities
During the year ended July 31, 2025 the cash used in operating activities from continuing operations was $855,780. The cash used in operating activities was primarily the result of the loss from continuing operations of $4,429,910, offset primarily by intangible asset impairment of $1,888,242, the loss on conversion of convertible note payable to common stock of $974,836, and amortization expense of $675,568.
During the year ended July 31, 2024 the cash used in operating expenses from continuing operations was $871,731. The cash used by operating expenses was primarily the result of a net loss from continuing operations of $1,474,305, and the change in fair value of the warrant liability of $177,750, offset primarily by amortization expense of $673,193 and an increase in accounts payable and accrued expenses of $99,511.
During the year ended July 31, 2024 the Company's total cash increased by $7,445, compared to a decrease in cash of $416,222 in the period ended July 31, 2023. Cash flow used in operating activities was $760,238, compared to $636,706 in the period ended July 31, 2023. The increase in cash was partially due to a decrease in net loss in the period as well as decreases in accounts payables, an increase in commitment shares issued, and decreases in deferred revenues, partially offset by a decrease in non-cash interest expense.
Cash Flow from Continuing Investing Activities
We did not have cash flows from investing activities from continuing operations for the year ended July 31, 2025. The cash flows from investing activities from continuing operations for the year ended July 31, 2024 were composed of $33,920 of software costs capitalized as intangible assets.
During the twelve months ended July 31, 2024, the Company's investing activities used $19,719, compared to $12,650 used in investing activities during the twelve months ended July 31, 2023. The increase was primarily due to an increase in the purchases of property and equipment as well as an increase in capitalized intangible assets during the period ended July 31, 2024.
Cash Flow from Continuing Financing Activities
During the year ended July 31, 2025, we had cash provided by financing activities from continuing operations of $840,752. The cash provided by financing activities was primarily a result of $1,522,752 of proceeds from related party convertible notes, offset primarily by $682,000 of repayments of convertible notes payable.
During the year ended July 31, 2024, we had cash provided by financing activities from continuing operations of $771,493. The cash flows from financing activities were composed of proceeds from related party convertible notes of $771,493.
During the year ended July 31, 2024, cash flow provided by financing activities was $787,402 compared with $233,134 provided during the year ended July 31, 2023. The increase is primarily attributable to greater borrowings of notes payable and convertible notes payable - related parties during the period. During the year ended July 31, 2024, the Company received approximately $492,474 more in proceeds from convertible notes payable - related parties as compared to the year ended July 31, 2023.
Going Concern
AsFor atthe year ended July 31, 2024,2025, the Company incurred a net loss from continuing operations of $4,429,910, cash used in operating activities of $855,780, and $0 of revenue generated from continuing operations. As of July 31, 2025, the Company had a working capital deficiency of $858,359. As of July 31, 2025, substantial doubt existed as to the Company's ability to continue as a going concern as thea Company has earned only minimal revenue, has no certaintyresult of earningthese additional revenues in the future, has a working capital deficit and an overall accumulated deficit since inception.factors. The Company will require additional financing to continue operations either from management, existing shareholders, or new shareholders through equity financing and/or sources of debt financing. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Our warrant fair value estimates are based on the Black Scholes model using quoted market prices and estimated volatility factors based on historical prices of the Company's common stock. Valuations derived from the Back-Scholes model are subject to ongoing internal and external verification and review. The inputs used in the Black-Scholes model involve our judgment and changes to those inputs may impact our net loss.
Our intangible assets, composed of intellectual propertysoftware and customer contracts, were obtained through the Company's January 2022 acquisition of Telecom Financial Services, Ltd. ("TFS")., as well as capitalized internal software development costs. A valuation specialist was contracted to determine a purchase price allocation for the $4,230,000$4,250,000 paid for TFS. Ultimately, it was determined that the technology platformsoftware is valued at approximately $3,867,222$387,843 and the customer contract at approximately $367,778.$3,862,657. The Company also capitalized internal software costs of $230,961. These assets have useful lives of between 5 and 7 years and are amortized on a straight-line basis. Periodically, the Company assesses its intangible assets for impairment.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. Determining indicators of impairment and measuring impairment losses requires the use of our judgment and estimates. Changes in market conditions or operating results could materially impact these estimates.
Due to uncertainty regarding the Company's ability to accurately project future earnings and positive cash flows related to its customer contract intangible asset, the Company fully impaired the customer contract asset as of July 31, 2025. As a result, the Company recognized a loss from the impairment of intangible assets of $1,888,242 for the year ended July 31, 2025.
In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)". This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. The Company adopted this ASU on a prospective basis as of August 1, 2023 and the adoption of this guidance had no material impact on the consolidated financial statements.
In the period from July 2023 through July 2024, the FASB has not issued any additional accounting standards updates that have a significant impact on the Company. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Special Note Regarding Forward-Looking Statements”
New heading “For the Nine Months Ended April 30, 2026 Compared to the Nine Months Ended April 30, 2025”
Removed heading “For the Six Months Ended January 31, 2026 Compared to the Six Months Ended January 31, 2025”
Largest changes
“For the Six Months Ended January 31, 2026 Compared to the Six Months Ended January 31, 2025”see in full comparison
“For the Nine Months Ended April 30, 2026 Compared to the Nine Months Ended April 30, 2025”see in full comparison
“During the nine months ended April 30, 2026, we incurred total operating expenses of $439,166 compared with $1,085,036, a decrease of approximately $645,870 or 60%, for the comparable period ended April 30, 2025. The decrease was driven primarily by lower depreciation and amortization expense of $415,476, or 82%, resulting from the full impairment of our customer contract intangible asset during the year ended July 31, 2025, which eliminated the related amortization in the current period. …”see in full comparison
During thesee in full comparisonsixthree months endedJanuaryApril31,30,20262026, we recorded a net loss from continuing operations of$301,755,$95,491, compared to a net loss from continuing operations of$692,513$386,010fromfor thesixthree months endedJanuaryApril31,30, 2025. The decreaseinofnet$290,519,lossorfromapproximatelycontinuing75%,operationswasisprimarily dueprimarilyto lower depreciation and amortization expense following the full impairment of our customer contract intangible asset during the year ended July 31, 2025, lower selling, general and administrative expense, and a non-cash gain on the change in fair value of warrant liability in the current period compared to alarge decreaseloss inourtheoperatingprior-yearexpenses.period.
During the three months endedsee in full comparisonJanuaryApril31,30, 2026, we incurred total operating expenses of$139,274$134,785 compared with$347,575,$381,875, a decrease of approximately$208,301$247,090 or60%,65%, for the comparable period endedJanuaryApril31,30, 2025. The decrease in operating expenses is primarily the result of decreased depreciation and amortizationexpenses.expense. We fully impaired our customer contract intangible asset during the year ended July 31,20252025, which resulted in a significant decrease in intangible asset amortization.Additionally,Selling, general and administrative expenses were also higher during the three months endedJanuaryApril31,30,20252025, primarily due toexpenseselevatedassociatedprofessional fees incurred in connection with thelaunchCompany's strategic restructuring and the divestiture ofourtelecommunicationsHammerPay software.assets.
Full comparison: every changed paragraph (34)
Special Note Regarding Forward-Looking Statements
For the Three Months Ended JanuaryApril 31,30, 2026 Compared to the Three Months Ended JanuaryApril 31,30, 2025
Net revenues for the three months ended JanuaryApril 31,30, 2026 and 2025 were $0. We did not generate any revenues during the three months ended JanuaryApril 31,30, 2026 as our mobile payments platform had not yet launched.
During the three months ended JanuaryApril 31,30, 2026, we incurred total operating expenses of $139,274$134,785 compared with $347,575,$381,875, a decrease of approximately $208,301$247,090 or 60%,65%, for the comparable period ended JanuaryApril 31,30, 2025. The decrease in operating expenses is primarily the result of decreased depreciation and amortization expenses.expense. We fully impaired our customer contract intangible asset during the year ended July 31, 20252025, which resulted in a significant decrease in intangible asset amortization. Additionally, Selling, general and administrative expenses were also higher during the three months ended JanuaryApril 31,30, 20252025, primarily due to expenseselevated associatedprofessional fees incurred in connection with the launchCompany's strategic restructuring and the divestiture of ourtelecommunications HammerPay software.assets.
We had a decrease in selling, general and administrative expense of $68,729$109,138, or 39%51%, for the three months ended JanuaryApril 31,30, 2026 compared to the three months ended JanuaryApril 31,30, 2025. The decrease inwas selling, general and administrative expense is duedriven primarily toby a decrease in professional fees of $31,847,$113,037, partially offset by a decrease$3,513 increase in corporate and IT expense of $36,434, and a decrease in rent expense of $449.expenses.
We recorded depreciation and amortization expense of $31,075$31,071 and $170,647$169,023 during the three months ended JanuaryApril 31,30, 2026 and 2025, respectively. Our depreciation and amortization expense for the three months ended JanuaryApril 31,30, 2026 was composed of amortization of the software asset of $30,941,$30,941 and depreciation of property and equipment of $135.$130. Our depreciation and amortization expense for the three months ended JanuaryApril 31,30, 2025 was composed primarily of amortization of the customer contract asset of $168,892.$168,893 and depreciation of property and equipment of $130.
During the three months ended January 31, 2026, we recorded total other expense of $13,606 primarily consisting of a loss on the change in fair value of warrant liability of $9,585; and interest expense of $4,021. During the three months ended January 31, 2025 we incurred total other income of $67,737 consisting primarily of the loss on change in fair value of warrant liability of $67,737.
During the three months ended January 31, 2026 we recorded a net loss from continuing operations of $152,880, compared to a net loss from continuing operations of $279,838 for the three months ended January 31, 2025. The increase was primarily due to a significant increase in operating expenses in the second quarter of 2025 due to the launch of our HammerPay software, which impacted results in the prior-year period.
For the Six Months Ended January 31, 2026 Compared to the Six Months Ended January 31, 2025
Net revenues for the six months ended January 31, 2026 and 2025 were $0. We did not generate any revenues during the six months ended January 31, 2026 as our mobile payments platform had not yet launched.
During the six months ended January 31, 2026, we incurred total operating expenses of $304,381 compared with $703,161, a decrease of approximately $398, 780 or 57%, for the comparable period ended January 31, 2025. The decrease in operating expenses is primarily the result of decreased depreciation and amortization expense. We fully impaired our customer contract asset during the year ended July 31, 2025 which resulted in a decrease in intangible asset amortization. Additionally, Selling, general and administrative expenses were higher during the six months ended January 31, 2025 primarily due to expenses associated with the launch of our HammerPay software.
We had a decrease in selling, general and administrative expense of $121,256 or 33% for the six months ended January 31, 2026 compared to the six months ended January 31, 2025. The decrease in selling, general and administrative expense is due primarily to a decrease in professional fees of $77,084, a decrease in Corporate and IT expense of $43,976, and a decrease in rent expense of $196.
We recorded depreciation and amortization expense of $62,150 and $339,674 during the six months ended January 31, 2026 and 2025, respectively. Our depreciation and amortization expense for the six months ended January 31, 2026 was composed of amortization of the software asset of $61,880, and depreciation of property and equipment of $270. Our depreciation and amortization expense for the six months ended January 31, 2025 was composed primarily of amortization of the customer contract asset of $337,784.
During the sixthree months ended JanuaryApril 31,30, 2026, we recorded total other income of $2,626$39,294 primarily consisting of ainterest expense of $5,150 and the gain on thefrom change in fair value of warrant liability of $9,015; offset by interest expense of $6,389.$44,444. During the sixthree months ended JanuaryApril 31,30, 2025 we incurred total other expense of $10,648$4,135 consisting primarily of the loss on change in fair value of warrant liability of $10,800$3,480, and interest expense of $152.$655.
During the sixthree months ended JanuaryApril 31,30, 20262026, we recorded a net loss from continuing operations of $301,755,$95,491, compared to a net loss from continuing operations of $692,513$386,010 fromfor the sixthree months ended JanuaryApril 31,30, 2025. The decrease inof net$290,519, lossor fromapproximately continuing75%, operationswas isprimarily due primarilyto lower depreciation and amortization expense following the full impairment of our customer contract intangible asset during the year ended July 31, 2025, lower selling, general and administrative expense, and a non-cash gain on the change in fair value of warrant liability in the current period compared to a large decreaseloss in ourthe operatingprior-year expenses.period.
For the Nine Months Ended April 30, 2026 Compared to the Nine Months Ended April 30, 2025
We did not generate any revenues from continuing operations for the nine months ended April 30, 2026 and 2025.
During the nine months ended April 30, 2026, we incurred total operating expenses of $439,166 compared with $1,085,036, a decrease of approximately $645,870 or 60%, for the comparable period ended April 30, 2025. The decrease was driven primarily by lower depreciation and amortization expense of $415,476, or 82%, resulting from the full impairment of our customer contract intangible asset during the year ended July 31, 2025, which eliminated the related amortization in the current period. Selling, general and administrative expense also decreased by $230,394, or 40%, due primarily to a decrease in professional fees of $190,122 and a decrease in corporate and IT expense of $40,272.
We recorded depreciation and amortization expense of $93,221 and $508,697 during the nine months ended April 30, 2026 and 2025, respectively. Our depreciation and amortization expense for the nine months ended April 30, 2026 was composed of amortization of the software asset of $92,821 and depreciation of property and equipment of $400. Our depreciation and amortization expense for the nine months ended April 30, 2025 was composed primarily of amortization of the customer contract asset of $506,677 and depreciation of property and equipment of $2,020.
During the nine months ended April 30, 2026, we recorded total other income of $41,920, primarily consisting of a gain on the change in fair value of the warrant liability of $53,459, partially offset by interest expense of $11,539. During the nine months ended April 30, 2025, we recorded total other income of $6,513, consisting primarily of a gain on change in fair value of warrant liability of $7,320, partially offset by interest expense of $807.
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of JanuaryApril 31,30, 2026, we had $28,312$17,459 in cash compared to $18,054 at July 31, 2025, ana increasedecrease of $10,258.$595.
As of JanuaryApril 31,30, 2026, we had total current assets of $28,312$17,459 and total current liabilities of $725,775,$685,843, or negative working capital of $697,463,$668,384, compared to total current assets of $19,304 and total current liabilities of $877,633,$877,663, or negative working capital of $858,359 as of July 31, 2025. This is an increase in working capital of $160,896$189,975, primarily driven primarily by a decreasereductions in accountscurrent liabilities. Accounts payable and accrued expenses,expenses anddecreased aby decrease$76,561, inreflecting the currentsettlement liabilitiesof fromoutstanding relatedobligations partyduring the period. In addition, $61,800 of related-party convertible notes payable.payable was forgiven as a capital contribution, reducing current liabilities, while warrant liabilities decreased by $53,459 due primarily to a decline in fair value of the warrant liability.
Our future capital requirements for our operations will depend on many factors, including the profitability of our businesses, and the costs of expanding our operations. We plan to generate positive cash flow from the expansion of our fintech initiatives, such as our mobile payments platform. We may also choose to raise additional funds through public or private equity or debt financing, a bank line of credit, borrowings from affiliates or other arrangements. We cannot be sure that any additional funding, if needed, will be available on terms favorable to us or at all. Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute our current stockholders' ownership in us and could also result in a decrease in the market price of our common stock. There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form.
See the analysis below of the cash flow statement for the six months ended January 31, 2026 and 2025 for further details pertaining to liquidity.
Changes in Cash FlowFlows from Continuing Operating Activities
During the nine months ended April 30, 2026, cash used in operating activities was $432,795. The cash used in operating activities was primarily the result of the net loss from continuing operations of $397,246, a non-cash gain on the change in fair value of warrant liability of $53,459, and a decrease in accounts payable and accrued expenses of $76,561, partially offset by non-cash amortization expense of $92,821. During the nine months ended April 30, 2025, cash used in operating activities was $711,183, consisting primarily of the net loss from continuing operations of $1,078,523 and a decrease in accounts payable and accrued expenses of $129,037, partially offset by non-cash amortization expense of $506,677.
During the six months ended January 31, 2026 the cash used in operating activities from continuing operations was $328,442. The cash used in operating activities was primarily the result of a decrease in accounts payables of $81,072, and the net loss from continuing operations of $301,755.
During the six months ended January 31, 2025 the cash used in operating activities from continuing operations was $497,336. The cash used in operating activities was primarily the result of amortization expense of $337,784, a decrease in accounts payable and accrued expenses of $128,697, and the net loss from continuing operations of $692,513.
Changes in Cash FlowFlows from Continuing Investing Activities
WeThere didwere not have cash flows fromno investing activities from continuing operations forduring the sixnine months ended JanuaryApril 31,30, 2026 and 2025.
Changes in Cash FlowFlows from Continuing Financing Activities
During the six months ended January 31, 2026, we had cash provided by financing activities from continuing operations of $338,700. The cash provided by financing activities was the result of proceeds from related party convertible notes.
During the sixnine months ended JanuaryApril 31,30, 2025, cash flow provided by financing activities was $493,806. The2026, cash provided by financing activities was primarily$432,200, consisting entirely of proceeds from related party convertible notes. During the resultnine months ended April 30, 2025, cash provided by financing activities was $704,806, consisting of proceeds from related party convertible notes payable of $1,175,806$1,386,806, partially offset by the repayment of convertible notes payable of $682,000.
For the sixnine months ended JanuaryApril 31,30, 2026, the Company incurred a net loss from continuing operations of $301,755,$397,246, cash used in operating activities of $328,442,$432,795, and $0 of revenue generated from continuing operations. As of JanuaryApril 31,30, 2026, the Company had a working capital deficiency of $697,463.$668,384. As of JanuaryApril 31,30, 2026, substantial doubt existed as to the Company's ability to continue as a going concern as a result of these factors. The Company will require additional financing to continue operations either from management, existing shareholders, or new shareholders through equity financing and/or sources of debt financing. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
HMMR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (2 insiders, 3 trade dates, 21,509,084 shares, about $5.4M) and open-market sales in 1 filing (1 insider, 3 trade dates, 2,110,000 shares, about $170.0K). Net open-market shares: 19,399,084 (purchases minus sales); net value about $5.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-25 | Cothill Michael |
Open-market purchase | 10,154,542 | $0.26 | $2.6M |
| 2026-04-27 | Cothill Michael |
Open-market purchase | 600,000 | $0.10 | $60.0K |
| 2026-04-27 | Sevell Michael |
Open-market purchase | 600,000 | $0.10 | $60.0K |
| 2026-04-27 | Stogdill Mark |
Open-market sale | 500,000 | $0.10 | $50.0K |
| 2026-04-27 | Stogdill Mark |
Open-market sale | 40,000 | — | — |
| 2026-04-27 | Stogdill Mark |
Open-market sale | 40,000 | — | — |
| 2026-04-27 | Stogdill Mark |
Open-market sale | 40,000 | — | — |
| 2026-04-27 | Stogdill Mark |
Open-market sale | 40,000 | — | — |
| 2025-11-11 | Stogdill Mark |
Open-market sale | 1,000,000 | $0.10 | $100.0K |
| 2025-05-25 | Sevell Michael |
Open-market purchase | 10,154,542 | $0.26 | $2.6M |
| 2024-11-22 | Stogdill Mark |
Open-market sale | 250,000 | — | — |
| 2024-11-22 | Stogdill Mark |
Open-market sale | 50,000 | $0.20 | $10.0K |
| 2024-11-22 | Stogdill Mark |
Open-market sale | 50,000 | $0.20 | $10.0K |
| 2024-11-22 | Stogdill Mark |
Open-market sale | 100,000 | — | — |
Well-known investors holding HMMR (13F)
None of the 59 investors we track reported a position in their latest 13F.