Attached files
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): June 5,
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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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
1.01
Entry
into a Material Definitive Agreement.
Amendments to Unsecured Notes and Warrants
On June
7, 2017, root9B Holdings, Inc., a Delaware corporation (the
“Company”) entered into convertible promissory note
amendments (the “Note Amendments”) with existing
holders (the “Holders”) of the Company’s
unsecured convertible notes (the “Unsecured Notes”)
issued in connection with the Securities Purchase Agreement, first
dated as of October 23, 2014, by and among the Company and the
Purchasers identified therein. The Note Amendments extend the
maturity date of the notes from May 21, 2017 to May 21, 2018. The
Note Amendments increase the interest rate from 10% per annum to
15% per annum and require that the Company make semi-annual,
non-refundable advanced payments of six months interest, rather
than payments in arrears. Further, the Note Amendments reduce the
price at which the Unsecured Notes may be voluntarily converted
from $16.80 per share (as previously adjusted to reflect the
Company’s one-for-fifteen reverse stock split on December 1,
2016) to $8.00 per share. Finally, the Note Amendments require the
Company to repay the Unsecured Notes in the event the Company
raises an aggregate of at least $16,000,000 in capital through the
issuance of debt, equity, or a combination thereof.
Also on
June 7, 2017, the Company and the Holders entered into amendments
(the “Warrant Amendments”) to the warrants issued in
connection with the Unsecured Notes (the “Warrants”).
The Warrant Amendments reduce the exercise price of the warrants
from $16.80 per share (as previously adjusted to reflect the
Company’s one-for-fifteen reverse stock split on December 1,
2016) to $8.00 per share.
The
foregoing description of the principal terms of the Note Amendments
and Warrant Amendments do not purport to be complete and is
qualified in its entirety by reference to the Form of Note
Amendment and Form of Warrant Amendment, copies of which is filed
as an exhibit to this Current Report on Form 8-K as Exhibits 10.1
and 10.2, respectively.
Waiver of Anti-Dilution Rights
In
connection with the Note Amendments and the Warrant Amendments, the
Company entered into a Waiver of Anti-Dilution Rights (the
“Waiver”) with the Qualified Holders (as defined in the
Amended and Restated Securities Purchase Agreement, dated March 10,
2016, by and among the Company and the investors party thereto (the
“2016 Agreement”)). Pursuant to the terms of the
Waiver, the Qualified Holders agreed to waive certain anti-dilutive
rights provided to them under the terms of the 2016 Agreement with
respect to the Note Amendments and the Warrant Amendments. The 2016
Agreement was included as Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 14, 2016. The foregoing description of the
principal terms of the Waiver does not purport to be complete and
is qualified in its entirety by reference to the Form of Waiver, a
copy of which is filed as an exhibit to this Current Report on Form
8-K as Exhibit 10.3.
Waiver of Financial Covenants
On June
7, 2017, the Holders of the Company’s Secured Convertible
Promissory Notes (the “Secured Notes”) issued pursuant
to the Securities Purchase Agreement, dated September 9, 2016,
agreed to waive through July 31, 2017 application of the
Company’s covenants to (i) maintain a positive Working
Capital (as defined in the Secured Notes) and (ii) maintain
sufficient cash on hand equal to or greater than the largest
payroll during the preceding 90 days (subject to certain
adjustments). The foregoing description of is qualified in its
entirety by reference to the Form of Waiver, a copy of which is
filed as an exhibit to this Current Report on Form 8-K as Exhibit
10.4.
Amendment to Warrant for Qualified Purchasers
On June
5, 2017, the Company agreed to amend the common stock purchase
warrants issued to the Qualified Purchasers in connection with the
2016 Agreement to extend the Expiration Date of the warrant from
five years from the date of issuance to six years from the date of
issuance. The foregoing description of the principal terms of the
amendment does not purport to be complete and is qualified in its
entirety by reference to the Form of Qualified Purchaser Warrant
Amendment, a copy of which is filed as an exhibit to this Current
Report on Form 8-K as Exhibit 10.5.
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.
Dated:
June 9, 2017
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ROOT9B HOLDINGS, INC.
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By:
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/s/ Dan
Wachtler
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Name:
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Dan
Wachtler
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Title:
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President
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EXHIBIT INDEX
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Exhibit
No.
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Description
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Form of
Unsecured Note Amendment.
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Form of
Warrant Amendment.
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Form of
Waiver to Amended and Restated Securities Purchase
Agreement.
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Form of
Waiver to Securities Purchase Agreement.
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Form of Qualified
Purchaser Warrant Amendment.
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