Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; APPOINTMENT OF CERTAIN
OFFICERS
On September 17, 2021 the Board of Directors (the "Board") of Hammer Fiber
Optics Holdings Corp. (the "Company") approved the appointment of Michael P.
Cothill, who currently serves as Chairman of the Board, to the position of
Chairman of the Board in the capacity of an executive of the Company ("Executive
Chairman"). Mr. Cothill has held the position of Chairman of the Board since
the Company's inception. He had also previously held the positions of Treasurer
and Principal Financial Officer of the Company from inception until June 2020.
Since June 2020 Mr. Cothill has led the Board in his role as Non-Executive
Chairman.
Mr. Cothill has extensive experience and in-depth knowledge of Multi-Media Next
Generation network applications that are delivered over innovative wireless and
fiber optic infrastructure and brings 30 years of hands on strategic and
corporate management, technological innovation, and entrepreneurial guidance to
the executive roll. Mr. Cothill served in several C-Level Executive capacities
in the telecommunications industry and was responsible for the roll out of major
terrestrial Fiber Optic cable networks throughout Africa including proprietary
Wireless Fiber-Through-The-Air access networks which earned Mr. Cothill the
prestigious Global Telecoms Business Innovations Award 2013 for "Solving the
Broadband Access Challenge in Africa". Mr. Cothill has full confidence in the
success of the Hammer group and remains a dedicated supporter in the positive
creation of shareholder value.
As disclosed in a previous Current Report on Form 8-K the Company's CEO, Erik B.
Levitt, resigned his position as CEO of the Company on September 14, 2021. Mr.
Cothill will be reassuming the duties of an executive of the Company in order to
provide leadership continuity in accordance with the Company's new initiatives
in the financial technology services industry as previously reported in the
Current Report on Form 8-K released June 28, 2021 and described further in Item
8.01. Mr. Levitt remains an active participant in the company and retains his
seat on the Board of Directors.
Item 8.01 OTHER EVENTS
UPDATE ON THE RESTRUCTURING OF THE HAMMER GROUP
The Company as part of its evolving diversification strategy, soon to be known
as Hammer Technology Holdings, is appointing Kevin Ferguson as Principal
Consultant Global Fintech Acquisitions. Under his guidance and with the
unanimous commitment of the Board of Directors, the Company will be seeking the
acquisition of various valuable fintech initiatives.
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Kevin Ferguson, a veteran of the financial services and fintech industries has
extensive knowledge of international banking and payments technology
initiatives, which maximizes Hammer's opportunity within current market
offerings, to build the banking relationships and fintech partnerships so
critical to launching services in new global markets. Mr. Ferguson has held
numerous executive operational leadership roles with international technology
and fintech providers such as Deloitte Consulting, SAP, SunGard (now FIS,)
Element AI (now Service Now,) NewComLink and Oracle.
"Commenting on Mr. Ferguson's leadership, extensive experience and industry
knowledge to drive our diversification strategy forward, Michael Cothill
Chairman of the Hammer group said that the time to market is of the essence and
Mr. Ferguson has rapidly identified the first potential acquisition of a Swiss
based fintech entity who has developed and deployed a fully functional
state-of-the-art cross-border payment and remittance platform".
"Although the final details of the transaction are still under a Strictly
Confidential Letter of Intent, the successful acquisition of this fintech entity
who has key strategic banking partnerships in place, will significantly and
rapidly position Hammer as a viable and lucrative international cross border
remittance and bill payment competitor, said Mr. Ferguson".
"Hammer plans to finalize the definitive agreement of this material acquisition
imminently" Cothill concluded.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits Descriptions
99.1 Press Release Hammer Fiber Optics Holdings Corp Hires
Financial Services Veteran to Lead the Company's New FINTECH
Initiative
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