Attached files
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| EX-99.2 - PRESS RELEASE DATED DECEMBER 20, 2016 - root9B Holdings, Inc. | rtnb_ex992.htm |
| EX-99.1 - STOCKHOLDER LETTER DATED DECEMBER 20, 2016 - root9B Holdings, Inc. | rtnb_ex991.htm |
| EX-10.1 - STOCK PURCHASE AGREEMENT - root9B Holdings, Inc. | rtnb_ex101.htm |
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
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TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
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Date of
report (Date of earliest event reported): December 15,
2016
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root9B Holdings, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-50502
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20-0443575
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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102 N. Cascade Avenue, Suite 220
Colorado Springs, CO
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80919
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (602)
889 1137
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N/A
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(Former
Name or Former Address, if Changed Since Last Report)
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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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01
Entry into a Material Definitive Agreement.
On
December 15, 2016, Greenhouse Holdings, Inc. (the
“Seller”), a Nevada corporation and wholly-owned
subsidiary of root9B Holdings, Inc., a Delaware corporation (the
“Company”) and Control Engineering, Inc., a Delaware
corporation and wholly-owned subsidiary of the Seller
(“CEI”), entered into a Stock Purchase Agreement (the
“Purchase Agreement”) with Carlos Carrillo, the Senior
Vice President of Engineering and Operations of CEI (the
“Purchaser”), pursuant to which, among other things,
the Seller agreed to sell all of the issued and outstanding shares
of CEI to the Purchaser (the “Transaction”) for a
purchase price equal to the amount of all accounts receivable of
CEI outstanding on the Closing Date, less (i) the amount of certain accounts
receivable of CEI outstanding on the Closing Date that are
identified as “Bad Debt”, (ii) the amount of all
accounts payable of CEI outstanding on the Closing Date, and (iii)
$60,000 (the “Purchase Price”). In the event that the
Purchase Price is positive, the Purchase Price will be payable by
the Purchaser to the Seller in exchange for a promissory note (the
“Note”), which will be guaranteed by CEI and secured by
all of its assets. In the event the Purchase Price is negative, the
Seller will be obligated to pay the absolute value of the Purchase
Price as follows (a) to the Purchaser, up to $60,000 in cash or
immediately available funds no later than January 31, 2017, and,
(b) to the existing creditors of CEI, the amount, if any, in excess
of $60,000. The Transaction is expected to close on December 31,
2016 (the “Closing Date”). After the Closing Date, CEI
will no longer be an indirect, wholly-owned subsidiary of the
Company.
The
Purchase Agreement contains certain limited representations,
warranties, and indemnification provisions of the parties. Until
the Closing Date, the Purchaser, in his capacity as an officer of
CEI, has agreed, subject to certain exceptions, to conduct the CEI
business in the ordinary course.
The
consummation of the Transaction is subject to certain specified
closing conditions, including (i) if the Purchase Price is
positive, the issuance of the Note by the Purchaser to the Seller,
(ii) if the Purchase Price is positive, the delivery by the
Purchaser to the Seller of a continuing guaranty and security
agreement, and (iii) the Company obtaining the consent of its
secured lenders to the Transaction.
The
foregoing description does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by
reference.
Item 7.01
Regulation FD Disclosure.
On
December 20, 2016, the Company sent a letter to its stockholders
discussing, among other things, the Purchase Agreement, the
Company’s transition to a “pure-play”
cybersecurity firm, and the listing of the Company’s common
stock on the Nasdaq Capital Market. A copy of the letter is
attached to this Current Report on Form 8-K as Exhibit
99.1.
Item 8.01 Other Events.
On December
20, 2016, the Company issued a press release, a copy of which is
attached to this Current Report on Form 8-K as Exhibit
99.2.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The information set forth in the Exhibit Index immediately
following the signature page to this Current Report on Form 8-K is
incorporated by reference into this Item 9.01.
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.
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ROOT9B
HOLDINGS, INC.
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Dated: December 20,
2016
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By:
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s/ Dan
Wachtler |
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Dan
Wachtler
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President
& Chief Operating Officer
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Exhibit Index
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Exhibit
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Description
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Stock
Purchase Agreement, dated December 15, 2016, by and among Carlos
Carrillo, Control Engineering, Inc., and Greenhouse Holdings,
Inc.
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Stockholder
Letter dated December 20, 2016.
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Press
Release dated December 20, 2016.
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