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EX-99.1 - EXHIBIT 99.1 RESIGNATION LETTER - HAMMER FIBER OPTICS HOLDINGS CORPf8k050517_ex99z1.htm


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): May 4, 2017



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)


311 Broadway, Point Pleasant Beach, NJ 08742

 (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))









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 5.02

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; APPOINTMENT OF CERTAIN OFFICERS


Effective May 4, 2017, Stephen R. Mooney resigned from his position as Director of Hammer Fiber Optics Holdings Corp. (the Company) and from his post as a member of the Company’s Audit Committee effective immediately.  Mr. Mooney’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. Mooney’s resignation letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.  Mr. Mooney is still actively assisting the company on an advisory basis.


Effective May 5, 2017 Michael Sevell and Donald MacNeil, independent members of the Company's Board of Directors, will be appointed to the Audit Committee of the Board of Directors. Dennis Doll will remain the Chairman of the Audit Committee.  


Effective upon Mr. Mooney’s resignation as a director, the size of the Company's Board of Directors will be reduced from six to five directors.


Item 9.01

EXHIBITS


99.1

Stephen R. Mooney’s Resignation Letter




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: May 5, 2017

/s/ Mark Stogdill

By: Mark Stogdill

Its: Chief Executive Officer



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