What changed in this filing

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Item 1. Financial Statements

2026-06-15 compared with 2026-03-17 · 151 added, 139 removed, 387 unchanged (43% of the section changed)

11 unchanged sentences

HAMMER TECHNOLOGY HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

Condensed Consolidated Balance Sheets

Current Assets

4 unchanged sentences

Intangible assets, net

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

5 unchanged sentences

Total current liabilities

Convertible notes payable, noncurrent - related parties

Convertible notes payable - related parties (noncurrent)

Total Liabilities

Commitments and contingencies (note 9)

Stockholders' Deficit

Common stock, $ 0.001 par value, 250,000,000 shares authorized 73,310,489 shares issued, and 69,057,154 shares outstanding at January 31, 2026 and July 31, 2025

Treasury stock ( 4,253,335 shares held at January 31, 2026 and July 31, 2025)

Stockholders' Equity (Deficit)

Treasury stock ( 4,253,335 and 4,253,335 common shares at April 30, 2026 and July 31, 2025, respectively)

Common stock, $ 0.001 par value, 250,000,000 shares authorized;

73,310,489 and 73,310,489 shares issued at April 30, 2026 and July 31, 2025, respectively, and 69,057,154 and 69,057,154 shares outstanding at April 30, 2026 and July 31, 2025, respectively

Additional paid-in capital

Accumulated deficit

Total Stockholder's Deficit

Total Liabilities and Stockholders' Deficit

See accompanying notes to the unaudited condensed consolidated financial statements.

Total Stockholders' Equity (Deficit)

Total Liabilities and Stockholders' Equity (Deficit)

The accompanying notes are an integral part of these condensed consolidated financial statements.

HAMMER TECHNOLOGY HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

Condensed Consolidated Statements of Operations

For the Three

Operating expenses

2 unchanged sentences

Total operating expenses

Loss from operations

Other income (expense)

Operating loss

( 1,085,036 )

Other expenses

Interest expense

Warrant adjustment to fair value

Total other income (expense)

Gain (loss) on change in fair value of warrant liability

Total other income (expenses)

Net loss from continuing operations before income taxes

( 1,078,523 )

Provision for income taxes

Net loss from continuing operations

Net loss from discontinued operations, after taxes

Net loss from discontinued operations

( 1,078,523 )

Net (loss) income from discontinued operations, after taxes

Net income (loss) from discontinued operations

Gain on disposal of subsidiaries

Total net income from discontinued operations, after taxes

Net (loss) income

Total net (loss) income from discontinued operations, after taxes

Net income (loss)

Net loss from continuing operations per share, basic and diluted

Net income from discontinued operations per share, basic

Net income from discontinued operations per share, diluted

Total net income per share, basic and diluted

Net (loss) income from discontinued operations per share, basic

Net (loss) income from discontinued operations per share, diluted

Total net income (loss) per share, basic

Total net income (loss) per share, diluted

Weighted average number of common shares outstanding, basic

Weighted average number of common shares outstanding, diluted

See accompanying notes to the unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

HAMMER TECHNOLOGY HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)

Treasury Stock

3 unchanged sentences

Balance, October 31, 2024

Treasury stock from Viper Sale

Balance, January 31, 2025

Balance, April 30, 2025

Balance, July 31, 2025

Capital contribution due to related party debt forgiveness

Capital contribution - related party debt forgiveness

Balance, October 31, 2025

Balance, January 31, 2026

See accompanying notes to the unaudited condensed consolidated financial statements.

Balance, April 30, 2026

The accompanying notes are an integral part of these condensed consolidated financial statements.

HAMMER TECHNOLOGY HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended January 31,

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended April 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Adjustments to Reconcile Net loss to Net Cash Used in Operating Activities:

Change in fair value of warrant liability

Changes in operating assets and liabilities:

Gain on change in fair value of warrant liability

Changes in assets and liabilities:

Prepaid expenses

5 unchanged sentences

Proceeds from related party convertible notes

Repayment of notes payable

Repayment of convertible notes payable

Net cash provided by financing activities:

CASH FLOWS FROM DISCONTINUED OPERATIONS:

Cash provided by operating activities - discontinued operations

Cash provided by (used in) operations - discontinued operations

Cash used in investing activities - discontinued operations

Cash provided by financing activities - discontinued operations

Cash provided by (used in) financing activities - discontinued operations

Net cash used in discontinued operations:

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents from continuing operations - beginning of period

Cash and cash equivalents from discontinued operations - beginning of period

Cash and cash equivalents at beginning of period

Cash and cash equivalents from continuing operations - end of period

Cash and cash equivalents from discontinued operations - end of period

Cash and cash equivalents at end of period

NET (DECREASE) INCREASE IN CASH

CASH FROM CONTINUING OPERATIONS - BEGINNING OF PERIOD

CASH FROM DISCONTINUED OPERATIONS - BEGINNING OF PERIOD

CASH AT BEGINNING OF PERIOD

CASH FROM CONTINUING OPERATIONS - END OF PERIOD

CASH FROM DISCONTINUED OPERATIONS - END OF PERIOD

CASH AT END OF PERIOD

Supplemental Disclosure of Cash Flow Information

2 unchanged sentences

Capital contribution due to related party debt forgiveness

See accompanying notes to the unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026 AND 2025

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Hammer Technology Holdings Corp.

(OTCPK:HMMR) is a company focused on sustainable shareholder value investing in both financial services technology and wireless telecommunications infrastructure.

Hammer Technology Holdings Corp.(OTCPK:HMMR) is a company focused on sustainable shareholder value investing in both financial services technology and wireless telecommunications infrastructure.

Hammer Technology Holdings Corp.(the "Company" or "Hammer") is incorporated in the state of Nevada.

8 unchanged sentences

("Viper") with the intention to sell the Company's telecommunications assets to Viper.

The assets include 1st Point Communications LLC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and a 10 % ownership interest in Wikibuli Inc.

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.

in exchange for returning 2,500,000 (2.5 Million) shares of the Company's common stock held by Viper.

17 unchanged sentences

Significant estimates in the accompanying financial statements include the valuation of intangible assets and the valuation of warrant liabilities.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

For the six months ended January 31, 2026 the Company incurred a net loss from continuing operations of $ 301,755 , cash used in operating activities of $ 328,442 , and no revenue was generated from continuing operations.

As of January 31, 2026 the Company had a working capital deficiency of $ 697,463 .

For the nine months ended April 30, 2026 the Company incurred a net loss from continuing operations of $ 397,246 , cash used in operating activities of $ 432,795 , and no revenue was generated from continuing operations.

As of April 30, 2026 the Company had a working capital deficiency of $ 668,384 .

Additionally, the Company has consistently sustained losses since its inception.

4 unchanged sentences

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026 AND 2025

The Company continues to actively address this condition by seeking to raise additional funding through debt and equity financing until such time that ongoing revenues can sustain the business.

1 unchanged sentence

Segment Reporting

The Company adopted ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures as of August 1, 2024.

The Company operates in one operating segment, and therefore one reportable segment, 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.

7 unchanged sentences

The balances are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $ 250,000 .

The Company monitors the cash balances held in its bank accounts, and as of January 31, 2026 and July 31, 2025, the Company did not have any cash balances which exceeded the insured amounts.

The Company monitors the cash balances held in its bank accounts, and as of April 30, 2026 and July 31, 2025, did not have any cash balances which exceeded the insured amounts.

Property and equipment

2 unchanged sentences

Expenditures for repairs and maintenance are charged to expense as incurred.

For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the consolidated statement of operations or the period in which the disposal occurred.

For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the condensed consolidated statement of operations or the period in which the disposal occurred.

The Company computes depreciation utilizing estimated useful lives, as stated below:

4 unchanged sentences

This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable.

Based on management's assessment, there were no indicators of impairment of the Company's property and equipment as of January 31, 2026 and July 31, 2025, respectively.

Based on management's assessment, there were no indicators of impairment of the Company's property and equipment as of April 30, 2026 and July 31, 2025, respectively.

Impairment of long-lived assets

2 unchanged sentences

If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

The Company did not recognize any impairment losses during the six months ended January 31, 2026 and 2025.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

The Company has not recognized any related impairment losses during the nine months ended April 30, 2026 and 2025.

Intangible assets

4 unchanged sentences

Each year, the Company also re-evaluates the useful life of these intangible assets to decide if adjustments to their remaining useful lives are warranted based on current events and conditions (Note 5 - Intangible Assets, Net).

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026 AND 2025

Internal-Use Software

12 unchanged sentences

All leases that have lease terms of one year or less are considered short-term leases, and therefore are not recorded through a ROU asset or liability.

As of January 31, 2026 and July 31, 2025, the Company did not have any leases with terms greater than 12 months.

As of April 30, 2026, and July 31, 2025, the Company did not have any leases with terms greater than 12 months.

The Company does currently hold a month-to-month tenancy agreements for office space costing less than $2,000 per month.

9 unchanged sentences

The company accrues for sales returns, credit losses, and other allowances based on its historical experience.

The Company did not generate any revenues for the six months ended January 31, 2026 or 2025.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

The Company did not generate any revenues for the nine months ended April 30, 2026 or 2025.

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes".

2 unchanged sentences

The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

As of January 31, 2026 and July 31, 2025, the Company did not have any amounts recorded pertaining to uncertain tax positions.

As of April 30, 2026, and July 31, 2025, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815").

1 unchanged sentence

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026 AND 2025

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

16 unchanged sentences

The following potentially dilutive securities have been excluded from computations of dilutive weighted average shares outstanding as they would be anti-dilutive:

January 31, 2025

April 30, 2026

July 31, 2025

Convertible Notes - Related Parties

Convertible Notes

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

Fair value measurements

6 unchanged sentences

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026 AND 2025

Level 3 - Unobservable inputs reflecting management's assumptions about the inputs used in pricing the asset or liability.

2 unchanged sentences

Warrants liabilities are valued at Level 3.

Fair Value Measurements at January 31, 2026

Quoted Prices

Fair Value Measurements

Fair Value Measurements at April 30, 2026 using:

April 30, 2026

Quoted Prices in

Active Markets for

Identical Assets

Inputs (Level 2)

Warrant Liabilities

Fair Value Measurements at July 31, 2025

Quoted Prices

Fair Value Measurements at July 31, 2025 using:

July 31, 2025

Quoted Prices in

Active Markets for

Identical Assets

Inputs (Level 2)

Warrant Liabilities

The warrant liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company's common stock and are classified within Level 3 of the valuation hierarchy.

The following table provides a summary of changes in fair value of the Company's Level 3 financial liabilities as of January 31, 2026 and July 31, 2025:

January 31, 2026

The following table provides a summary of changes in fair value of the Company's Level 3 financial liabilities as of April 30, 2026 and July 31, 2025:

April 30, 2026

July 31, 2025

2 unchanged sentences

Ending Balance

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

The below table shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date:

January 31, 2026

The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the warrant liability at each measurement date:

April 30, 2026

July 31, 2025

Exercise Price

$ 1.50 -$ 3.00

Risk-free interest rates

8 unchanged sentences

The Company is currently evaluating the impact of adopting this ASU.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026 AND 2025

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software , which modernizes the guidance on capitalizing costs for internal-use software by eliminating predefined development stages and introducing a principles-based approach focused on probable completion and use.

20 unchanged sentences

Discontinued operations are presented retrospectively in the financial statements.

The following table represents the assets and liabilities of discontinued operations as of January 31, 2026 and July 31, 2025:

The following table represents the assets and liabilities of discontinued operations as of April 30, 2026 and July 31, 2025:

Current liabilities

2 unchanged sentences

Total liabilities - discontinued operations

The following table represents the major components of the financial results of discontinued operations for the nine months ended April 30, 2026 and 2025:

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

The following table represents the major components of the financial results of discontinued operations for the six months ended January 31, 2026 and 2025:

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026 AND 2025

For the Three Months Ended,

For the Six Months Ended,

For the Nine Months Ended,

Cost of sales

12 unchanged sentences

NOTE 4 - PROPERTY AND EQUIPMENT

As of January 31, 2026 and July 31, 2025, property and equipment consisted of the following:

Computer and telecom equipment

As of April 30, 2026 and July 31, 2025, property and equipment of continuing operations consisted of the following:

Computer, telecom equipment and software

Accumulated depreciation

1 unchanged sentence

This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable.

Based on management's assessment, there were no indicators of impairment of the Company's property and equipment as of January 31, 2026 and July 31, 2025, respectively.

The Company recognized depreciation expense of $ 270 and $ 1,890 for the six months ended January 31, 2026 and 2025, respectively.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

Based on management's assessment, there were no indicators of impairment of the Company's property and equipment as of April 30, 2026 and July 31, 2025, respectively.

The Company recognized depreciation expense of $ 400 and $ 2,020 for the nine months ended April 30, 2026 and 2025, respectively.

NOTE 5 - INTANGIBLE ASSETS, NET

The following table displays the composition of intangible assets, net as well as the respective amortization period:

January 31, 2026

April 30, 2026

July 31, 2025

2 unchanged sentences

The Company also capitalizes internal-use software development costs.

During the Six months ended January 31, 2026 and 2025 the Company capitalized $ 0 of software development costs (Note 2 - Summary of Significant Accounting Policies).

During the nine months ended April 30, 2026 and 2025 the Company capitalized $ 0 of software development costs (Note 2 - Summary of Significant Accounting Policies).

Due to uncertainty regarding the Company's ability to accurately project future earnings and positive cash flows related to its customer contracts intangible asset, the Company fully impaired the customer contracts 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.

The Company incurred amortization expense of $ 61,880 and $ 337,784 for the six months ended January 31, 2026 and 2025, respectively.

The Company incurred amortization expense on the software intangible asset of $ 92,821 and $ 506,667 for the nine months ended April 30, 2026 and 2025, respectively.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026 AND 2025

Estimated annual amortization expense for intangible assets is as follows:

3 unchanged sentences

The promissory note bears interest at a rate of 6 % annually and has a maturity date of December 31, 2024.

During the six months ended January 31, 2026 and 2025 the Company incurred interest expense of $ 734 and $ 734 , respectively, due to the promissory note.

At January 31, 2026 and July 31, 2025 the Company had an outstanding accrued interest balance from the promissory note of $ 5,932 and $ 5,199 , respectively.

As of January 31, 2026 and July 31, 2025, the balance of this note was $ 24,253 .

As of January 31, 2026 the promissory note was past due and in default.

As of January 31, 2026 and July 31, 2025, notes payable consisted of the following:

January 31, 2026

During the nine months ended April 30, 2026 and 2025 the Company incurred interest expense of $ 1,088 and $ 734 , respectively, due to the promissory note.

At April 30, 2026 and July 31, 2025 the Company had an outstanding accrued interest balance from the promissory note of $ 6,287 and $ 5,199 , respectively.

As of April 30, 2026 and July 31, 2025, the balance of this note was $ 24,253 .

As of April 30, 2026 the promissory note was past due and in default.

As of April 30, 2026 and July 31, 2025, notes payable consisted of the following:

April 30, 2026

July 31, 2025

8 unchanged sentences

The interest and maturity date on this convertible note have been waived by the lender.

As a result, the Company did not recognize any interest expense from this note during the six months ended January 31, 2026 and 2025.

As a result, the Company did not recognize any interest expense from this note during the nine months ended April 30, 2026 and 2025.

On August 9, 2025 the convertible note was forgiven by its holder.

As the convertible note's holder was a related party the forgiveness was recorded as a capital contribution to additional paid-in capital of $ 7,500 .

As of January 31, 2026 and July 31, 2025, the balance of this convertible note was $ 0 and $ 7,500 , respectively.

As of April 30, 2026 and July 31, 2025, the balance of this convertible note was $ 0 and $ 7,500 , respectively.

On August 24, 2019, the Company entered into two convertible notes with Andera Capital, LLC and Somerset Health Care Advisors, both of which are related parties (who were former partners in 1stPoint Communications, LLC) in the amounts of $ 12,000 and $ 6,000 respectively.

1 unchanged sentence

The interest and maturity dates on these convertible notes have been waived by the lender.

As a result, the Company did not recognize any interest expense from this note during the six months ended January 31, 2026 and 2025.

As a result, the Company did not recognize any interest expense from this note during the nine months ended April 30, 2026 and 2025.

The convertible notes convert at a 20 % discount to market on the date of the proposed conversion, at the option of the Company or lender.

1 unchanged sentence

As the convertible notes' holders were related parties, the forgiveness was recorded as a capital contribution to additional paid-in capital of $ 18,000 .

As of January 31, 2026 the balances of each of these notes were $ 0 .

As of April 30, 2026 the balances of each of these notes were $ 0 .

As of July 31, 2025 the balances of each of these notes were $ 12,000 and $ 6,000 .

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

On April 20, 2020, the Company entered into a convertible note with Erik Levitt, a former Chief Financial Officer of the Company, in the amount of $ 36,300 with an original maturity date of April 20, 2024.

2 unchanged sentences

The interest and maturity date on this note have been waived by the lender.

As a result, the Company did not recognize any interest expense from this note during the six months ended January 31, 2026 and 2025.

As a result, the Company did not recognize any interest expense from this note during the nine months ended April 30, 2026 and 2025.

On August 9, 2025 the convertible note was forgiven by its holder.

As the holder of the convertible note was a related party, the forgiveness was recorded as a capital contribution to additional paid-in capital of $ 36,300 .

As of January 31, 2026 and July 31, 2025, the balance of this convertible note was $ 0 and $ 36,300 , respectively.

As of April 30, 2026 and July 31, 2025, the balance of this convertible note was $ 0 and $ 36,300 , respectively.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026 AND 2025

On February 26, 2021, the Company entered into a convertible note (the "February 2021 Convertible Note") with Michael Sevell, a Director of the Company, in the amount of $ 25,000 .

1 unchanged sentence

The interest and maturity date of the February 2021 Convertible Note have been waived by the lender.

As a result, the Company did not recognize any interest expense from the February 2021 Convertible Note during the six months ended January 31, 2026 and 2025.

As a result, the Company did not recognize any interest expense from the February 2021 Convertible Note during the nine months ended April 30, 2026 and 2025.

The convertible note converts at a 20 % discount to market on the date of the proposed conversion, at the option of the Company or lender.

5 unchanged sentences

Immediately prior to the exchange the February 2021 Convertible Note had a principal balance of $ 2,680,799 .

As of January 31, 2026 and July 31, 2025, the balance of this note was $ 0 .

As of April 30, 2026 and July 31, 2025, the balance of this note was $ 0 .

On May 2, 2025, the Company entered into a promissory note agreement ("May 2025 Convertible Note") with CGRPE, pursuant to which CGRPE agreed to fund the Company with advances in an open loan facility.

3 unchanged sentences

The conversion price is equal to the prevailing market price on the date of conversion at a 25 % discount.

As of January 31, 2026 and July 31, 2025 the outstanding balance due to the May 2025 Convertible note was $ 424,646 and $ 85,946 , respectively.

The Company recognized interest expense of $ 5,655 due to the May 2025 Convertible note during the six months ended January 31, 2026.

As of January 31, 2026 and July 31, 2025, related parties convertible debt consisted of the following:

January 31, 2026

As of April 30, 2026 and July 31, 2025 the outstanding balance due to the May 2025 Convertible note was $ 518,146 and $ 85,946 , respectively.

The Company recognized interest expense of $10,450 due to the May 2025 Convertible note during the nine months ended April 30, 2026.

As of April 30, 2026 and July 31, 2025, related parties convertible debt consisted of the following:

April 30, 2026

July 31, 2025

4 unchanged sentences

The holders of common stock are entitled to receive dividends whenever funds are legally available, when and if declared by the Company's Board of Directors.

As of January 31, 2026 and July 31, 2025, no cash dividend has been declared to date.

As of April 30, 2026 and July 31, 2025, no cash dividend has been declared to date.

Each share of common stock is entitled to one vote.

4 unchanged sentences

The treasury stock from the Viper Sale was recorded at $ 0.25 per share, resulting in a total value of $ 625,000 .

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

The Company utilizes the cost method of accounting to value treasury stock when repurchasing stock.

4 unchanged sentences

These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

As of January 31, 2026 and July 31, 2025 the Company had accrued a liability of $ 26,000 due to trust fund recovery penalty ("TFRP") taxes which may be assessed against former directors or officers of the Company by the New Jersey Division of Taxation.

As of April 30, 2026 and July 31, 2025 the Company had accrued a liability of $ 26,000 due to trust fund recovery penalty ("TFRP") taxes which may be assessed against former directors or officers of the Company by the New Jersey Division of Taxation.

Such former directors and officers may seek to be indemnified by the Company as a result of the TRFP taxes.

The $ 26,000 accrual is recorded on the Company's Consolidated Balance Sheet as a component of accounts payable and accrued expenses.

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026 AND 2025

NOTE 10 - WARRANTS

13 unchanged sentences

The warrants were evaluated for purposes of classification between liability and equity and pursuant to ASC 480 the warrants are classified as liabilities.

Total outstanding warrant liabilities of the disclosed above are $ 53,985 and $ 63,000 as of January 31, 2026, and July 31, 2025, respectively.

The following schedule summarizes the changes in the Company's common stock warrants during the six months ended January 31, 2026 and 2025:

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

Total outstanding warrant liabilities of the disclosed above are $ 9,541 and $ 63,000 as of April 30, 2026, and July 31, 2025, respectively.

The following schedule summarizes the changes in the Company's common stock warrants during the nine months ended April 30, 2026, 2026 and 2025:

Balance outstanding at July 31, 2024

Expired/Canceled

Balance outstanding at January 31, 2025

Exercisable at January 31, 2025

Balance outstanding at April 30, 2025

Exercisable at April 30, 2025

Balance outstanding at July 31, 2025

Expired/Canceled

Balance outstanding at January 31, 2026

Exercisable at January 31, 2026

The fair values of the warrant liabilities as of January 31, 2026 and July 31, 2025 were estimated using Black-Scholes option-pricing model with the following assumptions:

Balance outstanding at April 30, 2026

Exercisable at April 30, 2026

The fair values of the warrant liabilities as of April 30, 2026 and July 31, 2025 were estimated using Black-Scholes option-pricing model with the following assumptions:

April 30, 2026

July 31, 2025

Exercise Price

5 unchanged sentences

Dividend yield

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026 AND 2025

NOTE 11 - SEGMENT REPORTING

7 unchanged sentences

For the Three Months Ended,

For the Six Months Ended,

For the Nine Months Ended,

Significant and other segment expenses

5 unchanged sentences

Net loss from continuing operations

HAMMER TECHNOLOGY HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2026

NOTE 12 - SUBSEQUENT EVENTS

Between February 1, 2026 and February 27 2026, the Company received $ 23,500 in proceeds pursuant to the May 2025 Convertible Note (Note 7 - Related Party Convertible Debt).

Between May 1, 2026 and May 28, 2026, the Company received $ 26,000 in proceeds pursuant to the May 2025 Convertible Note (Note 7 - Related Party Convertible Debt).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements