Attached files
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EX-3.1 - CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION - root9B Holdings, Inc. | rtnb_ex31.htm |
EX-3.2 - SECOND AMENDED AND RESTATED BYLAWS - root9B Holdings, Inc. | rtnb_ex32.htm |
8-K - CURRENT REPORT - root9B Holdings, Inc. | rtnb_8k.htm |
Exhibit
99.1
root9B Technologies Announces Reverse Stock Split, Corporate Name
Change and Headquarters Relocation
Colorado Springs, CO – December 2,
2016 – root9B
Technologies, Inc. (OTCQB:
RTNB) (“Company”) today announced a
one-for-fifteen (1:15) reverse split of its issued and outstanding
common stock. The one-for-fifteen reverse stock split is
expected to become effective prior to the beginning of trading on
December 5, 2016, at which time the Company’s common stock
should begin trading on a split-adjusted basis. The
Company’s common stock will continue to trade on the OTCQB.
The new symbol will be RTNBD. The “D” will be
removed in 20 business days and the symbol will revert back to
RTNB.
The
Company also announced that it has changed its name to root9B
Holdings, Inc. and effective December 5, 2016 will relocate its
corporate headquarters from Charlotte, NC to the current
headquarters of root9B, its wholly owned cybersecurity subsidiary,
in Colorado Springs, CO. The reverse split, name change, and
headquarters relocation are part of a series of initiatives
associated with the Company’s ongoing transition into a
pure-play cybersecurity firm focused on the operations of
root9B.
As
previously announced, the Company’s stockholders granted the
Board of Directors the authority to affect the reverse stock split
within the range of 1:9 to 1:18 at a Special Meeting of
Stockholders held on October 24, 2016. The Company anticipates that
the reverse split will allow the Company to pursue a listing on the
Nasdaq Capital Market. The Company believes that a listing on the
Nasdaq Capital Market would make its common stock more attractive
to a broader range of institutional and other
investors.
When
the reverse stock split becomes effective, every fifteen shares of
the Company’s issued and outstanding common stock will be
converted into one share of common stock. No fractional
shares will be issued; instead, holders of record who would
otherwise be entitled to a fractional share will receive cash in
lieu of such fractional share. The reverse stock split will not
impact any stockholder's ownership percentage of the Company or
voting power, except for any effects resulting from the treatment
of fractional shares.
Following the
reverse split, the number of outstanding shares of the Company's
common stock will be reduced from approximately 84.4 million
to approximately 5.6 million. Additionally, the number of
authorized shares of the Company's common stock will decrease from
125,000,000 to 30,000,000.
Additional
information about the reverse stock split can be found in the
Company's definitive proxy statement filed with the Securities and
Exchange Commission on September 16, 2016, a copy of which is
available at www.sec.gov.
Continental Stock
Transfer & Trust Company will act as exchange agent for the
reverse stock split, and can be reached at (212) 509-4000 or
www.continentalstock.com
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About root9B
Ranked
as the #1 Cybersecurity company for four consecutive quarters by
Cybersecurity Ventures (Jan 2016), root9B stands in defiance of the
unwanted human presence within our clients’ networks by
attacking the root of the problem—the adversary’s
ability to gain entry and remain undetected. root9B’s
application of advanced technology developed through cutting-edge
R&D and engineering and refined through relevant, hands-on
training is revolutionary. root9B combines cutting-edge technology,
tactics development, specialty tools, and deep mission experience.
root9B personnel leverage their extensive backgrounds in the U.S.
Intelligence Community to conduct advanced vulnerability analysis,
penetration testing, digital forensics, incident response,
Industrial Control System (ICS) security, and active adversary
pursuit (HUNT) engagements on networks worldwide. For more
information, visit www.root9B.com.
About root9B Holdings, Inc.
root9B
Holdings (OTCQB: RTNB) is a leading provider of Cybersecurity and
Regulatory Risk Mitigation Services. Through its wholly owned
subsidiaries root9B and IPSA International, the Company delivers
results that improve productivity, mitigate risk and maximize
profits. Its clients range in size from Fortune 100 companies to
mid-sized and owner-managed businesses across a broad range of
industries including local, state and government agencies. For more
information, visit www.root9bholdings.com
Forward Looking Statements
Certain
information contained in this press release may include certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding the Company’s ability to obtain a listing on the
Nasdaq Capital Market and the Company’s ongoing transition
into cybersecurity firm. These statements are based on the
Company’s current expectations or beliefs and are subject to
uncertainty and changes in circumstances. Actual results may vary
materially from those expressed or implied by the statements herein
due to changes in economic, business, competitive and/or regulatory
factors, and other risks and uncertainties affecting the operation
of the Company’s business. These risks, uncertainties and
contingencies are indicated from time to time in the
Company’s filings with the Securities and Exchange
Commission. The information set forth herein should be read in
light of such risks. Further, investors should keep in mind that
the Company’s financial results in any particular period may
not be indicative of future results. The Company is under no
obligation to, and expressly disclaims any obligation to, update or
alter its forward-looking statements, whether as a result of new
information, future events, changes in assumptions or
otherwise.
# # #
Media
Contact:
|
Investors:
|
Andrew
Hoffman
|
Devin
Sullivan
|
Zito
Partners
|
The Equity Group
Inc.
|
908-546-7447
|
212-836-9608
|
andrew@zitopartners.com
|
dsullivan@equityny.com
|
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