UNITED STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
WASHINGTON, DC 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): October 24,
2016
|
root9B Technologies, Inc.
|
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
|
000-50502
|
|
20-0443575
|
(State
or Other Jurisdiction of Incorporation or
Organization)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
4521 Sharon Road, Suite 300
Charlotte, North Carolina
|
|
28211
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code: (704)
521-8077
|
|
N/A
|
(Former
Name or Former Address, if Changed Since Last Report)
|
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 (see General Instruction A.2.
below):
☐
|
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))
|
Item 5.07 Submission of Matters to a Vote of Security
Holders
root9B
Technologies, Inc., a Delaware corporation (the
“Company”), held its 2016
Special Meeting of Stockholders on October 24, 2016 (the
“Meeting”). A total of 64,048,155 shares of
common stock (including 2,380,952 shares of Series C Preferred
Stock that voted as if converted to 7,142,856 shares of common
stock), or approximately 69.99% of the Company’s common stock
issued and outstanding as of the record date of September 9, 2016,
were represented at the Meeting in person or by proxy, which
constituted a quorum. Each of the proposals listed below is
described in detail in the Company’s proxy statement dated
September 16, 2016, which was first mailed to the Company’s
stockholders on or about September 19, 2016. A summary of the
voting results for each of those proposals is set forth
below:
(1)
The stockholders
approved an amendment to the Company’s certificate of
incorporation to effect a reverse stock split at a ratio to be
determined by the Company’s Board of Directors within the
range of 1:9 to 1:18. The voting results were as
follows:
Votes Cast
For
|
|
Votes Cast
Against
|
|
Abstain
|
62,799,511
|
|
1,202,861
|
|
45,782
|
(2)
The stockholders
approved an amendment to the Company’s certificate of
incorporation to decrease the number of authorized shares of common
stock. The voting results were as follows:
Votes Cast
For
|
|
Votes Cast
Against
|
|
Abstain
|
63,074,106
|
|
850,127
|
|
123,922
|
SIGNATURE
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
ROOT9B TECHNOLOGIES, INC.
|
||||
|
|
|
|
|
|
|
|
|
Dated:
October 27, 2016
|
|
|
|
By:
|
|
/s/
Joseph J. Grano
Jr.
|
||
|
|
|
|
|
|
Name:
|
|
Joseph
J. Grano
Jr.
|
|
|
|
|
|
|
Title:
|
|
Chief
Executive
Officer
|