8-K

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 21, 2018

Hammer Fiber Optics Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-1539680	98-1032170
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
15 Corporate Place South, Piscataway, New Jersey 08854 (844) 413-2600

(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 8.01OTHER EVENTS 

Federal Communication Commission approves transfer of control of Endstream Communications to the Company

On September 11, 2018 Hammer Fiber Optic Holdings Corp, (the “Company”) entered into a stock purchase agreement with Endstream Communications, LLC (the “Seller”).  The purchase price for all of the Company Units is one million nine hundred and fifty-seven thousand one hundred and sixteen (1,957,116) shares of the Company’s Common Stock from treasury stock.  Seventy five percent (75%) of the shares of Buyer Common Stock to be issued are restricted securities, as defined in Rule 144 of the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.  

Due to control of certain communications licenses by Endstream, pursuant to section 214 of the Communications Act of 1934, Endstream requires Commission consent from the Federal Communications Commission (“FCC”) to transfer control of Endstream to the Company.

On November 18, 2018 the FCC approved the transfer of control of Endstream Communications, LLC effective December 17, 2018. The Company and Endstream plan to close that day.

The foregoing describes the material terms of the Stock Purchase Agreements, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the copy of the Stock Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02UNREGISTERED 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 2.01 is incorporated into this Item 3.02 in its entirety.

Item 9.01FINANCIAL STATEMENTS AND EXHIBITS 

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.Description 

10.2*Stock Purchase Agreement, dated September 11, 2018, by and among Hammer Fiber Optics Holdings Corp. and Endstream Communications and the sellers party thereto. 

99.1Press Release of the Company “FCC approves Hammer Fiber Optic Holding Corp. request for Change of Control for Endstream Communications, LLC 

* Previously Filed with the Original Form 8-K

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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 21, 2018

   /s/ Mark Stogdill                                   

By: Mark Stogdill  

Its: Executive Director

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EX-99.1

 

FCC Approves Hammer Fiber Optics Holding Corp Request for Change of Control of Endstream Communications, LLC

Piscataway, N.J. November 21, 2018 – Hammer Fiber Optic Holdings Corp (OTCQB: HMMR) announced today that the FCC has approved the transfer of control of Endstream Communications, LLC effective December 17, 2018. Hammer and Endstream plan to close that day.  The structure of the acquisition is both accretive and non-dilutive to common shareholders and was detailed in an 8K which included the Definitive Agreement.

“Obtaining regulatory approval was the final step in the acquisition of the four entities originally contemplated in the LOI announced on May 8, 2018,” said Erik Levitt, Hammer’s CEO. “Providing domestic and international voice is an integral part of Hammer’s Everything Wireless strategy.” The go-to-market strategy involves four key services: high speed fixed wireless using the proprietary Hammer Wireless® AIR technology, Mobility, OTT and Smart City.  Voice is part of all four of the offerings.

Kristen Vasicek, who is responsible for Endstream’s marketing, added: “Hammer intends to expand Endstream’s presence and we anticipate the rollout of these new markets shortly.” Endstream already provides nationwide wholesale origination and termination services in the United States as well as service in Canada, Israel, the United Kingdom and France. Endstream will be releasing its expanded Mobile DID/Virtual Number product in January 2019, which includes the ability to provide mobile numbers to other telecommunications carriers in several countries worldwide. “The market for Endstream’s services is strong. New value has generated through its line of wholesale mobile service, which also includes texting and multimedia messaging capabilities” said Vasicek.

About Hammer

Hammer Fiber Optic Holdings Corp. (OTCQB:HMMR) is a telecommunications company investing in the future of wireless technology. Hammer’s “Everything Wireless” go to market strategy includes the development of high-speed fixed wireless service for residential and small businesses using its wireless fiber platform, Hammer Wireless® AIR, over-the-top services such as voice, SMS and video collaboration services, the construction of smart city networks and hosting services including cloud and colocation. For more information contact Frank Pena at fpena@hammerfiber.com.

Forward Looking Statements

This press release contains projections and other forward-looking statements regarding future events or our future financial performance. All statements other than present and historical facts and conditions contained in this release, including any statements regarding our future results of operations and financial positions, business strategy, plans and our objectives for future operations, are forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These statements are only predictions and reflect our current beliefs and expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995