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): September 15,
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
2.04
Triggering Events That
Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
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As
previously disclosed, root9 Holdings, Inc., a Delaware corporation
(the “Company”), issued a series of unsecured
convertible promissory notes (the “Notes”) to
accredited investors (the “Creditors”) pursuant to a
Securities Purchase Agreement, dated October 23, 2014 (as amended,
the “Purchase Agreement”), by and among the Company and
the Creditors identified therein. On September 15, 2017, the
Company received a notice from certain of the Creditors stating
that the Company had violated certain covenants set forth in the
Notes and demanding the immediate repayment of all outstanding
amounts due under the Notes.
As of September 15, 2017, the aggregate value of
the unpaid principal amount of the Notes, was $1,375,000.
The Notes are subordinate to the
secured creditors who, as previously disclosed, intend to sell
substantially all of the assets of the Company at an auction to
conclude September 28, 2017. Currently, the Company does not have
the working capital available to satisfy the demand for repayment
of these Notes.
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 Company’s ability to obtain further or
additional waivers of events of default from its lenders; the
Company’s future operating and financial results ; 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.
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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.
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ROOT9B HOLDINGS,
INC.
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| Dated: September 19, 2017 |
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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