8-K

UNITED STATESSECURITIES 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): September 17, 2021

Hammer Fiber Optics Holdings Corp.

(Exact name of registrant as specified in its charter)

401 East 34^th^ Street, Suite #N27J, New York, NY 10016

(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 September 14, 2021, Erik B. Levitt resigned from his position as Chief Executive Officer of Hammer Fiber Optics Holdings Corp. (the Company).  Mr. Levitt'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. Levitt's resignation letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.  Mr. Levitt will continue to serve the Company in his roles as Principal Financial Officer and Executive Director as well as the Managing Member and CEO of 1stPoint Communications, LLC and the Managing Member and CEO of Endstream Communications, LLC.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

The following exhibits are filed herewith:

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 Optic Holdings Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

14 September 2021

The Board of Directors

Hammer Fiber Optics Holdings Corp

401 East 34^th^Street Suite #N27J

New York, NY 10016

Erik B. Levitt

401 East 34^th^Street Suite #N27J

New York, NY 10016

To the Board of Directors of Hammer Fiber Optics Holdings Corp:

In the interest of the shareholders of Hammer Fiber Optics Holdings Corp I hereby tender my resignation as the Chief Executive Officer of Hammer Fiber Optics Holdings Corp. This resignation does not constitute a waiver of any of my rights under my Employment Agreement. Pursuant to the request of the Board of Directors I will continue to act on behalf of the company as an Executive Director of the Company and the Principal Financial Officer as well as the Managing Member and CEO of 1stPoint Communications, LLC and the Managing Member and CEO of Endstream Communications, LLC.

This letter is issued in order to facilitate plans of the Board of Directors to further its objectives in financial services as well as the plans of the telecommunications businesses which are contained herein by reference.

It has been a pleasure to work with the Board of Directors and other managers of Hammer Fiber Optics Holdings Corp and I look forward to the success of Hammer's future plans.

Erik B. Levitt

Principal Financial Officer

Hammer Fiber Optics Holdings Corp

CEO & Managing Member - 1stPoint Communications, LLC, Endstream Communications, LLC