Attached files
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| EX-99.2 - PRESS RELEASE DATED MAY 25, 2017 - root9B Holdings, Inc. | exhibit992.htm |
| EX-99.1 - PRESS RELEASE DATED MAY 24, 2017 - root9B Holdings, Inc. | exhibit991.htm |
SECURITIES 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): May 23,
2017
root9B Holdings, Inc.
(Exact name of Company as specified in Charter)
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Delaware(State or other jurisdiction of incorporation or
organization)
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000-50502(Commission File No.)
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20-0443575(IRS Employee Identification No.)
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102 N. Cascade Avenue, Suite 220
Colorado Springs, CO 80919
(Address of Principal Executive Offices)
(602) 889-1137
(Issuer Telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company 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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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 240.13(e)-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period
for
complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Item 3.01
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May
23, 2017, root9B Holdings, Inc., a Delaware corporation (the
“Company”) received a notification letter from the
Listing Qualifications Department of The Nasdaq Stock Market
(“Nasdaq”), informing the Company that it is not in
compliance with Nasdaq Listing Rule 5250(c)(1) because the Company
did not timely file its Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2017 (the “Form 10-Q”)
with the Securities and Exchange Commission.
The
Nasdaq letter provides that the Company has until July 24, 2017 to
submit a plan to regain compliance. The Company is working
diligently to complete the work necessary to file the Form 10-Q and
intends to file such report as soon as practicable.
Item
8.01
Other
Events.
On May
24, 2017, the Company issued a press release announcing, among
other things, the postponement of its 2017 annual meeting of
stockholders to July 19, 2017, the Nasdaq letter, and the
anticipated timing of the Form 10-Q. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit
99.1.
On May
25, 2017, the Company issued a press release announcing, among
other things, its partnership with The Chertoff Group. A copy of
the press release 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.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Company
has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ROOT9B HOLDINGS,
INC.
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| Dated: May 25, 2017 |
By:
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/s/
Dan
Wachtler
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Name: |
Dan
Wachtler
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Title: |
President
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EXHIBIT INDEX
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Exhibit
No.
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Description
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Press
Release dated May 24, 2017.
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Press
Release dated May 25, 2017.
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