Hammer Fiber Optics: Material Agreement & Officer Changes
Ticker: HMMR · Form: 8-K · Filed: Aug 13, 2024 · CIK: 1539680
| Field | Detail |
|---|---|
| Company | Hammer Fiber Optics Holdings CORP (HMMR) |
| Form Type | 8-K |
| Filed Date | Aug 13, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 4 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, management-change, corporate-action
TL;DR
Hammer Fiber Optics inked a big deal and shuffled execs on Aug 7th. Big changes coming?
AI Summary
Hammer Fiber Optics Holdings Corp. announced on August 7, 2024, the entry into a material definitive agreement and changes in its board of directors and officer appointments. The company also disclosed information related to compensatory arrangements for certain officers. The filing includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions, including a new material agreement and changes in leadership, which could impact the company's strategic direction and operational execution.
Risk Assessment
Risk Level: medium — Material definitive agreements and changes in directors/officers can signal significant shifts in strategy or financial health, warranting closer scrutiny.
Key Players & Entities
- HAMMER FIBER OPTICS HOLDINGS CORP (company) — Registrant
- August 7, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of incorporation
- 001-35876 (identifier) — SEC File Number
- 98-1032170 (identifier) — IRS Employer Identification Number
FAQ
What is the nature of the material definitive agreement entered into by Hammer Fiber Optics Holdings Corp. on August 7, 2024?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text snippet.
What specific changes occurred regarding directors or officers on August 7, 2024?
The filing notes the departure of directors or certain officers, the election of directors, and the appointment of certain officers, as well as compensatory arrangements for certain officers, but the specific individuals and details are not in the provided text.
What is the company's primary business as indicated by its SIC code?
The company's Standard Industrial Classification (SIC) code is 4899, which corresponds to 'COMMUNICATION SERVICES, NEC' (Not Elsewhere Classified).
When is Hammer Fiber Optics Holdings Corp.'s fiscal year end?
The company's fiscal year ends on July 31st.
What were Hammer Fiber Optics Holdings Corp.'s former company names and when did they change?
The company was formerly known as Tanaris Power Holdings Inc. (name change effective March 10, 2015) and Recursos Montana S.A. (name change effective January 13, 2012).
Filing Stats: 1,062 words · 4 min read · ~4 pages · Grade level 12.9 · Accepted 2024-08-13 14:29:19
Filing Documents
- form8k.htm (8-K) — 19KB
- exhibit2-1.htm (EX-2.1) — 123KB
- exhibit99-1.htm (EX-99.1) — 7KB
- exhibit99-1x001.jpg (GRAPHIC) — 4KB
- exhibit99-1x002.jpg (GRAPHIC) — 6KB
- 0001062993-24-014937.txt ( ) — 406KB
- hmmr-20240807.xsd (EX-101.SCH) — 4KB
- hmmr-20240807_cal.xml (EX-101.CAL) — 1KB
- hmmr-20240807_def.xml (EX-101.DEF) — 22KB
- hmmr-20240807_lab.xml (EX-101.LAB) — 45KB
- hmmr-20240807_pre.xml (EX-101.PRE) — 24KB
- form8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement O n August 7, 2024, Hammer Fiber Optics Holding Corp. (the "Company") authorized and executed a Purchase Agreement with Viper Networks Inc. ("Viper") with the intention to sell the Company's telecommunication assets to Viper. The assets include 1 St Point Communications LCC, and all its subsidiaries, Endstream Communications LLC, American Networks Inc., and 10% ownership in Wikibuli Inc. Viper is acquiring these assets in exchange for 2,500,000 (2.5 Milllion) shares of the Company's common stock. The consummation of the transactions contemplated by the Purchase Agreement is subject to certain specified closing conditions, including the receipt of certain regulatory approvals and other customary closing conditions, including, subject to certain materiality exceptions, the accuracy of each party's representations and warranties and each party's compliance with its obligations and covenants under the Purchase Agreement. Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions contained in the Purchase Agreement, the transaction is expected to close by end of calendar year 2024. The Purchase Agreement contains representations, warranties, and covenants of the parties customary for transactions of this type. The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On August 7, 2024, Erik Levitt tendered his resignation as Principal Financial Officer and as a director of the Company. His resignation is not due to any disagreements with the Company regarding any of the Compan
01 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits The following exhibits are filed with this Current Report on Form 8-K: 2.1* Purchase Agreement by and between Hammer Fiber Optics Holdings Corp. and Viper Networks Inc., dated August 7, 2024 99.1 Press release issued by the Company and Viper, dated August 12, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ______________________________________________________________ * Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.
SIGNATURES
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: August 13, 2024 /s/ Michael P. Cothill Name: Michael Cothill Title: Principal Executive Officer 3