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): October 13,
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.)
|
206 E. Virginia Avenue
Phoenix, AZ 85004
(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. ☐
As
previously disclosed, on October 3, 2017, root9B Holdings, Inc.
(the “Company”) appealed the delisting determination to
The Nasdaq Hearings Panel (the “Panel”) and was
informed that a hearing date had been set for November 16, 2017. On
October 13, 2017, the Company submitted an extension of the stay of
delisting. The Company asked that the stay be extended until the
Panel issues a final decision on the matter. On October 16, 2017,
the Panel granted the Company’s request to extend the stay of
suspension pending a hearing on November 16, 2017, and issuance of
a final Panel decision.
The
Company continues to have no operating assets and no ability to
generate revenue. There can be no assurance the Company will be
successful in its’ appeal or regain compliance with
Nasdaq’s rules.
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 Staff determination appeal. 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
implementation of strategic alternatives to operations, adequacy of
capital resources, and the Company’s ability to comply with
Nasdaq’s listing standards. 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.
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:
October 18, 2017
|
ROOT9B
HOLDINGS, INC.
By:
/s/ William Hoke
Name:
William Hoke
Title:
Chief Financial Officer
|