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): July 19,
2017
root9B Holdings,
Inc.
(Exact name of Company as specified in Charter)
|
Delaware
(State or other jurisdiction of incorporation or
organization)
|
|
000-50502
(Commission File No.)
|
|
20-0443575
(IRS Employee Identification No.)
|
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).
|
☐
|
|
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 240.13(e)-4(c))
|
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. ☐
On
July 19, 2017, root9B Holdings, Inc., a Delaware corporation (the
“Company”) approved the issuance of a convertible
promissory note (the “Note”) to Dan Wachtler, the
President of the Company, with a principal amount of $300,000,
along with warrants to purchase shares (the “Warrant
Shares”) of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), representing
fifty percent (50%) warrant coverage (the “Warrant”).
Subject to receipt of approval from the Company’s secured
convertible promissory note holders, the Note will be pari passu
with the previously issued secured notes and Mr. Wachtler will
become a party to that certain Security Agreement, dated September
9, 2016, by and among the Company and the investors listed therein,
a copy of which was filed as Exhibit 10.4 to the Current Report on
Form 8-K filed with the Commission on September 12,
2016.
The Company intends to use the proceeds for
working capital and general corporate purposes. For further
information regarding the Company’s liquidity, reference is
made to “Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations –
Liquidity and
Capital Resources” and
“Note
1:Basis of Presentation and General Information – Going Concern and
Liquidity” to the
Company’s financial statements contained in the quarterly
report on Form 10-Q for the period ended March 31,
2017.
Except
as described in this Current Report, the terms of the Note and the
Warrant are materially similar to the terms of the convertible
promissory note and warrant described in the Company’s
Current Report on Form 8-K
filed with the Securities and Exchange Commission (the
“Commission”) on July 14, 2017. The form of Note and Warrant will be filed in
accordance with the rules and regulations of the
Commission.
The
Note and Warrant were issued and sold pursuant to exemptions from
the registration requirements of the Securities Act, including
Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder,
as well as comparable exemptions under applicable state securities
laws, as transactions by an issuer not involving a public
offering.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information disclosed in Item
1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On July
25, 2017, the Company provided notice to the Nasdaq Stock Market
that it no longer satisfied Listing Rules 5605(b)(1), 5605(c)(2),
and 5605(d)(2) as a result of the changes described in Item 5.02
below. Pursuant to Listing Rule 5605(b)(1)(A), the Company has 180
days from July 25, 2017, or until January 21, 2018, to regain
compliance with Listing Rule 5605(b)(1). The Company anticipates it
will regain compliance when the new directors elected at the
Company’s Annual Meeting of Stockholders held on July 19,
2017, begin their terms effective October 1, 2017.
Item 3.02
Unregistered Sales of Equity Securities.
The
information disclosed in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 3.02.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 19, 2017, immediately following the 2017 Annual Meeting of
Stockholders (the “Meeting”), Richard Ledgett informed
the Company’s Board of Directors (the “Board”)
that he had determined not to become a director, which would have
become effective October 1, 2017. Mr. Ledgett informed the Board
that he has determined to pursue different opportunities than
originally anticipated following his service as Deputy Director and
senior civilian leader of the National Security Agency and service
on the Board may potentially cause a conflict of
interest.
As
noted in Item 5.07 below, other than Mr. Ledgett, three new board
members have been added effective October 1, 2017 to replace
Messrs. Isaac Blech, Gregory C. Morris, and Cary Sucoff, who will
come off the Board and all committees of the Board effective July
25, 2017.
2
These
Board changes are not the result of any disagreement with the
Company on any matter relating to the Company’s operations,
policies, or practices.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The
Company held its 2017 Annual Meeting of Stockholders on July 19,
2017. A total of 3,035,489 shares of Common Stock, or approximately
49.76% of the issued and outstanding shares of the Company’s
common stock as of the record date of June 21, 2017, were
represented at the Meeting in person or by proxy, which constituted
a quorum under the Company’s Second Amended and Restated
Bylaws. Each of the proposals listed below in this Item 5.07 is
described in detail in the Company’s proxy statement dated
June 30, 2017, which was first mailed to the Company’s
stockholders on or about June 30, 2017.
A
summary of the voting results for each of those proposals presented
at the Meeting is set forth below:
(1)
The stockholders
elected the following ten nominees to the Board, each to begin
serving on October 1, 2017 and until the next annual meeting and
until their successors have been elected and qualified. The voting
results for each nominee were as follows:
|
Name of
Nominee
|
Votes Cast
For
|
Votes Cast
Against
|
BrokerNon-Votes
|
|
Joseph J. Grano,
Jr
|
2,862,728
|
56,609
|
116,152
|
|
Kevin
Carnahan
|
2,878,399
|
40,938
|
116,152
|
|
Eric
Hipkins
|
2,897,185
|
22,152
|
116,152
|
|
Anthony
Sartor
|
2,831,890
|
87,447
|
116,152
|
|
Seymour
Siegel
|
2,879,197
|
40,140
|
116,152
|
|
Dan
Wachtler
|
2,848,078
|
71,259
|
116,152
|
|
Dieter
Gable
|
2,855,742
|
63,595
|
116,152
|
|
Colleen
McKeown
|
2,844,310
|
63,595
|
116,152
|
|
Richard
Ledgett*
|
2,885,476
|
33,861
|
116,152
|
|
Norman
Stout
|
2,890,908
|
28,429
|
116,152
|
*
Mr. Ledgett has
declined to serve on the Board and therefore will not become a
member on October 1, 2017.
(2)
The stockholders
ratified the selection of Cherry Bekaert LLP as independent public
accountants for the Company for fiscal year 2017. The voting
results were as follows:
|
Votes Cast
For
|
|
Votes Cast
Against
|
|
Abstain
|
|
3,014,803
|
|
19,517
|
|
1,169
|
(3)
The stockholders
approved, on an advisory basis, a resolution in support of the
compensation of the Company’s named executive officers. The
voting results were as follows:
|
Votes Cast
For
|
|
Votes Cast
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
1,972,278
|
|
927,346
|
|
19,713
|
|
116,152
|
3
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.
4
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.
|
|
ROOT9B HOLDINGS,
INC.
|
|
|
|
|
|
|
|
|
Dated:
July 25, 2017
|
By:
|
/s/
William
Hoke
|
|
|
|
|
Name:
William
Hoke
|
|
|
|
|
Title:
Chief
Financial Officer
|
|
5
EXHIBIT INDEX
|
Exhibit No.
|
|
Description
|
|
10.4
|
|
Form of
Security Agreement (incorporated by reference to Exhibit 10.4 to
the Current Report on Form 8-K of the Company filed with the
Commission on September 12, 2016).
|
6