SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 30, 2018
Hammer Fiber Optics Holdings Corp.
(Exact name of registrant as specified in its charter)
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Nevada |
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000-1539680 |
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98-1032170 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of Incorporation) |
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Identification Number) |
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15 Corporate Place South, Piscataway, New Jersey 08854 (844) 413-2600 |
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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FORWARD LOOKING STATEMENTS
The following discussion, in addition to the other information contained in this Current Report (“Report”), should be considered carefully in evaluating our prospects. This Report (including without limitation the following factors that may affect operating results) contains forward-looking statements regarding us and our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Report. Additionally, statements concerning future matters such as revenue projections, projected profitability, growth strategies, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.
Forward-looking statements in this Report reflect the good faith judgment of our management and the statements are based on facts and factors as we currently know them. Forward-looking statements are subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, those discussed in this Report. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Report.
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendments to Material Definitive Agreements for purposes of acquisition of outside businesses
On September 11, 2018 Hammer Fiber Optic Holdings Corp, (the Company) entered into separate stock purchase agreements with 1stPoint Communications, LLC and Endstream Communications LLC. On November 1, 2018 the company closed with 1stPoint Communications, LLC as disclosed in a Current Report on Form 8-K Filed on November 6, 2018. On another Current Report on Form 8-K filed on November 21, 2018 the Company announced the future closing date for Endstream Communications as December 17, 2018. As terms pursuant to each of these closings the Sellers requested and the Board of Directors approved an Amendment to the Stock Purchase Agreements for both entities. The Amendments to the Stock Purchase agreement allows for 1stPoint and Endstream, respectively, to place a UCC-1 lien against the assets of the Company in the amount of the outstanding deferred compensation in accordance with the Stock Purchase Agreements. Futhermore, 1stPoint and Endstream shall file a UCC-2 to retire the lien if and when certain conditions are met.
The foregoing describes the material terms of the Amendments to 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 Amendments to the Stock Purchase Agreements that are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The shares to be issued under the Stock Purchase Agreements 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; APPOINTMENT OF CERTAIN OFFICERS
Effective November 27, 2018, Dennis Doll resigned from his position as Director of Hammer Fiber Optics Holdings Corp. (the Company) and from his post as Chairman of the Company’s Audit Committee effective immediately. Mr. Doll’s resignation is not due to any disagreements with the Company regarding any of the Company’s operations, policies or practices. A copy of Mr. Doll’s resignation letter is attached as Exhibit 99.1 to this Current Report on Form 8-K. Mr. Doll continues to actively assist the company on an advisory basis.
Effective upon Mr. Doll’s resignation as a Director, the size of the Company's Board of Directors will be reduced from six to five directors.
On November 28, 2018 the Board of Directors of the Company ratified through resolution the appointment of Kristen Vasicek to the position of Chief Operating Officer to be effective on December 1, 2018. Ms. Vasicek was previously appointed to the office of Company Secretary as disclosed in a Form 8-K filed on November 26, 2018. Ms. Vasicek will be responsible for overseeing the sales and marketing strategies, as well as the administrative and operational efforts of the Company and all of its subsidiaries and will report directly to the office of the Chief Executive Officer. Ms. Vasicek has an at-will employment agreement with the Company.
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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
2.1 * Stock Purchase Agreement, dated September 11, 2018, by and among Hammer Fiber Optics Holdings Corp. and Endstream Communications and the sellers party thereto.
2.2 * Stock Purchase Agreement, dated September 11, 2018, by and among Hammer Fiber Optics Holdings Corp. and 1stPoint Communications and the sellers party thereto.
10.1 Amendment #1 to Stock Purchase Agreement, dated November 30, 2018, by and among Hammer Fiber Optics Holdings Corp. and 1stPoint Communications and the sellers party thereto.
10.2 Amendment #1 to Stock Purchase Agreement, dated November 30, 2018, by and among Hammer Fiber Optics Holdings Corp. and Endstream Communications and the sellers party thereto.
99.1 Resignation Letter of Dennis Doll.
* Previously Filed with the Original Form 8-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Hammer Fiber Optics Holdings, Corp.
Dated: November 30, 2018
/s/ Mark Stogdill
By: Mark Stogdill
Its: Executive Director
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PURCHASE AGREEMENT
by and among
HAMMER FIBER OPTIC HOLDINGS CORP.,
a Nevada corporation,
1STPOINT COMMUNICATIONS, LLC
a New Jersey limited liability company,
ANDERA CAPITAL, LLC
a New Jersey limited liability company,
SOMERSET HEALTH CARE ADVISORS, LLC
a New Jersey limited liability company,
CASTLE STONE HOLDINGS, LLC
A Florida limited liability company,
MANHATTAN CARRIER COMPANY, LLC
A New York limited liability company,
Dated November 30, 2018
AMENDMENT #1 TO THE PURCHASE AGREEMENT
THIS FIRST AMENDMENT (this “Amendment” ) TO THE STOCK PURCHASE AGREEMENT (this “Agreement” ) made on the 11th day of September, 2018 between and among Hammer Fiber Optic Holdings Corp., a Nevada corporation ( “Buyer” ), 1stPoint Communications, LLC, a New Jersey company (the “Company” ), and Manhattan Carrier Company, LLC, with its address at 401 East 34 th Street, #N27J, New York, NY 10016, Andera Capital, LLC, having its address at 3 Hawthorne Place, Summit, NJ 07901, Somerset Health Care Advisors, LLC having its address at 4 Davinci Court, Somerset, NJ 08873 and Castle Stone Holdings, LLC, having its address at 4373 Re Al Court, Orlando, FL 32808 (collectively the “Seller” ).
W I T N E S S E T H :
WHEREAS, the Members of the Company wish to secure their interests in the event that the Buyer should become insolvent, that may or may not require the sale or disposition of the equity of the Company;
WHEREAS, the Buyer wishes to provide protection to the Seller.
NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, the parties hereby agree as follows:
Seller shall place a UCC-1 lien against the assets of Company in the amount of the outstanding deferred compensation in the accordance with the Stock Purchase Agreement.
In the event that Buyer should become insolvent, or forced to sell or otherwise dispose of the assets of the Company, Seller shall have the right to exercise the UCC-1 lien and unwind the Stock Purchase Agreement. Seller shall immediately return any Buyer Stock that Seller may have in their possession, immediately return any and all materials which Seller may have in their possession and Seller shall immediately take possession of 100% of all units of the Company, not subject to any liens or encumbrances.
Seller shall file a UCC-2 to retire the lien for any of the following reasons: (i) that Buyer demonstrates an annual EBITDA of equal or more than one million US dollars ($1,000,000 US) annualized for three consecutive quarters (whereby EBITDA is calculated in accordance with the Financial Accounting Standards Bureau), (ii) in the event that Buyer is able to settle and pay down its liabilities and the liabilities of its subsidiaries, excluding the Company’s liabilities, in full, or (iii) upon the third anniversary of the sale of the Company, whichever occurs sooner.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement Amendment the day and year first above written.
HAMMER FIBER OPTIC HOLDINGS CORP.,
a Nevada corporation
By: /s/ Michael P. Cohill
Name: Michael P. Cothill
Title: Executive Chairman
ON BEHALF OF THE MEMBERS OF 1STPOINT COMMUNICATIONS, LLC
a New Jersey company
By: /s/ Erik B. Levitt
Name: Erik B. Levitt
CEO
PURCHASE AGREEMENT
by and among
HAMMER FIBER OPTIC HOLDINGS CORP.,
a Nevada corporation,
ENDSTREAM COMMUNICATIONS, LLC
a New York limited liability company,
ANDERA CAPITAL, LLC
a New Jersey limited liability company,
SOMERSET HEALTH CARE ADVISORS, LLC
a New Jersey limited liability company,
CASTLE STONE HOLDINGS, LLC
A Florida limited liability company,
MANHATTAN CARRIER COMPANY, LLC
A New York limited liability company,
Dated November 30, 2018
AMENDMENT #1 TO THE PURCHASE AGREEMENT
THIS FIRST AMENDMENT (this “Amendment” ) TO THE STOCK PURCHASE AGREEMENT (this “Agreement” ) made on the 11th day of September, 2018 between and among Hammer Fiber Optic Holdings Corp., a Nevada corporation ( “Buyer” ), Endstream Communications, LLC, a New Jersey company (the “Company” ), and Manhattan Carrier Company, LLC, with its address at 401 East 34 th Street, #N27J, New York, NY 10016, Andera Capital, LLC, having its address at 3 Hawthorne Place, Summit, NJ 07901, Somerset Health Care Advisors, LLC having its address at 4 Davinci Court, Somerset, NJ 08873 and Castle Stone Holdings, LLC, having its address at 4373 Re Al Court, Orlando, FL 32808 (collectively the “Seller” ).
W I T N E S S E T H :
WHEREAS, the Members of the Company wish to secure their interests in the event that the Buyer should become insolvent, that may or may not require the sale or disposition of the equity of the Company;
WHEREAS, the Buyer wishes to provide protection to the Seller.
NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, the parties hereby agree as follows:
Seller shall place a UCC-1 lien against the assets of Company in the amount of the outstanding deferred compensation in the accordance with the Stock Purchase Agreement.
In the event that Buyer should become insolvent, or forced to sell or otherwise dispose of the assets of the Company, Seller shall have the right to exercise the UCC-1 lien and unwind the Stock Purchase Agreement. Seller shall immediately return any Buyer Stock that Seller may have in their possession, immediately return any and all materials which Seller may have in their possession and Seller shall immediately take possession of 100% of all units of the Company, not subject to any liens or encumbrances.
Seller shall file a UCC-2 to retire the lien for any of the following reasons: (i) that Buyer demonstrates an annual EBITDA of equal or more than one million US dollars ($1,000,000 US) annualized for three consecutive quarters (whereby EBITDA is calculated in accordance with the Financial Accounting Standards Bureau), (ii) in the event that Buyer is able to settle and pay down its liabilities and the liabilities of its subsidiaries, excluding the Company’s liabilities, in full, or (iii) upon the third anniversary of the sale of the Company, whichever occurs sooner.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement Amendment the day and year first above written.
HAMMER FIBER OPTIC HOLDINGS CORP.,
a Nevada corporation
By: /s/ Michael P. Cohill
Name: Michael P. Cothill
Title: Executive Chairman
ON BEHALF OF THE MEMBERS OF ENDSTREAM COMMUNICATIONS, LLC
a New Jersey company
By: /s/ Erik B. Levitt
Name: Erik B. Levitt
CEO