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 28,
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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☐
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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 1.02
Termination of a Material Definitive Agreement.
As
previously disclosed, root9B Holdings, Inc. (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 intended to
sell substantially all of the assets of the Company at an auction,
pursuant to the Security Agreement, dated September 9, 2016, by and
among the Company and the secured creditors (the “Security
Agreement”). On September 28, 2017, the Agent held a public
auction for all of the Collateral (as defined in the Security
Agreement), at which no qualified bidders other than the secured
creditors appeared. The Company’s secured creditors entered a
bid of $12,536,482, representing the total outstanding principal
and unpaid interest owed to the secured creditors, and acquired all
of the Collateral at the auction, thereby discharging the
Company’s secured indebtedness and terminating the Security
Agreement.
As
a result, the Company no longer has any operating assets and has no
ability to generate revenue.
Item 2.01
Completion of Acquisition or Disposition of Assets.
The
information disclosed in Item 1.02 of this Current Report on Form
8-K is incorporated by reference into this Item 2.01.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As a
result of the auction described above, on September 28, 2017, Eric
Hipkins resigned his positions as a director and Chief Executive
Officer of the Company, effective immediately.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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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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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:
September 29, 2017
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ROOT9B
HOLDINGS, INC.
By:
/s/ William Hoke
Name:
William Hoke
Title:
Chief Financial Officer
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