Attached files
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| EX-99.2 - PRESS RELEASE - root9B Holdings, Inc. | rtnb_ex992.htm |
| EX-99.1 - NOTIFICATION OF DISPOSITION OF COLLATERAL - root9B Holdings, Inc. | rtnb_ex991.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): August 16,
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 3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On
August 16, 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 June 30, 2017 with the Securities and Exchange
Commission. The Nasdaq letter provides that the Company has until
October 16, 2017 to submit a plan to regain compliance. On August
17, 2017, the Company received a separate notification letter from
Nasdaq that it is not in compliance with the independent director
and audit committee requirements set forth in Nasdaq Listing Rule
5605. The Nasdaq letter provides that the Company is given a grace
period until the earlier of the Company’s next annual meeting
of stockholders or August 7, 2018, to regain compliance with the
rules. There can be no assurance the
Company will be able to regain compliance with Nasdaq’s
rules.
Item 8.01
Other Events.
As
previously disclosed, the Company received a notice of default from
its secured creditors demanding the immediate repayment of its
outstanding secured indebtedness. On August 16, 2017, as a result
of the Company’s inability to meet such demands, the Company
received a foreclosure notice from Centriole Reinsurance Company,
Ltd., as agent for the Company’s secured creditors (the
“Agent”), that, to satisfy the Company’s
outstanding secured indebtedness, it intends to sell substantially
all of the assets of the Company at an auction to conclude on
August 31, 2017 (the “Sale Date”). Bidders must qualify
with the Agent on or before the Sale Date by providing its name,
address, phone number, and a $50,000 deposit. The Agent may require
bidders to (a) submit a financing commitment or other satisfactory
evidence of the bidder’s ability to complete the purchase of
the Collateral or (b) sign a bidding agreement. All bids submitted
at the auction must be submitted in person and are to be considered
final. In the event the auction concludes with the sale of
substantially all of the Company’s assets, the value of the
Company’s securities would decline dramatically or become
worthless.
A copy
of the notice from the Agent is attached to this Current Report on
Form 8-K as Exhibit 99.1.
The
Agent is acting pursuant to the Security Agreement, dated September
9, 2016, by and among the Company and its secured creditors, a copy
of which is deemed to be filed with this Current Report on Form 8-K
as Exhibit 10.1.
The
Company is continuing to work with the secured creditors and other
potential investors to raise capital before the auction concludes
on August 31, 2017. However, there can be no assurance that the
Company will be successful in its efforts.
On
August 18, the Company issued a press release announcing the Nasdaq
letter and the foreclosure notice. A copy of the press release is
filed with this Current Report on Form 8-K as Exhibit
99.2.
Cautionary Note Regarding Forward-Looking Statements.
This
Current Report on Form 8-K contains forward-looking statements that
reflect management’s current views with respect to certain
future events and the Company’s prospects, operations,
performance and financial condition. Such forward-looking
statements speak only as of the date of this Report and the Company
will not be required to amend or update such statements at any time
in the future. Forward-looking statements include, but are not
limited to: the continued foreclosure proceedings on the
Company’s assets, the results of any sale of the
Company’s assets by the Company’s secured creditors at
an auction, the Company’s ability to obtain waivers of events
of default from its lenders; the availability of strategic
investors or buyers for the remaining assets of the Company’s
discontinued operations; and the results of any potential
restructuring activities. For all forward-looking statements, the
Company claims the protection of the Safe Harbor for
Forward-Looking Statements contained in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
inherently subject to risks and uncertainties, many of which cannot
be predicted with accuracy or are otherwise beyond the
Company’s control and some of which might not even be
anticipated. Future events and actual results could differ
materially from those described in or contemplated by the
forward-looking statements. Important factors that contribute to
such risks include, but are not limited to, successful execution of
the Company’s business plan, adequacy of capital resources,
and the Company’s ability to comply with, or obtain waivers
with respect to non-compliance with, the terms of its indebtedness.
The risks included are not exhaustive; for a more detailed
description of these uncertainties and other factors, see
“Item 1A. Risk Factors” in the Company’s Annual
Report on Form 10-K filed with the Commission on April 17,
2017.
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.
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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:
August 18, 2017
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ROOT9B HOLDINGS,
INC.
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By:
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/s/
William
Hoke
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Name:
William
Hoke
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Title:
Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Form of
Security Agreement, dated September 9, 2016, by and among the
Registrant and the Secured Parties (incorporated by reference to
Exhibit 10.4 to the Current Report on Form 8-K of the Registrant
filed with the Commission on September 12, 2016).
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99.1*
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Notification
of Disposition of Collateral, dated August 16, 2017.
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99.2*
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Press
Release dated August 18, 2017.
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* Filed
herewith.
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