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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
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TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
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Date of
report (Date of earliest event reported): April 7,
2017
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root9B Holdings, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-50502
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20-0443575
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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102 N. Cascade Avenue, Suite 220
Colorado Springs, CO
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80919
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code:
(602) 889 1137
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N/A
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(Former Name or
Former Address, if Changed Since Last Report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
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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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.02
Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
April 7, 2017 Joseph Grano Jr., Chief Executive Officer of root9B
Holdings, Inc. (the “Company”) informed the Board of
Directors (the “Board”) of the Company that he intends
to step down as Chief Executive Officer following the expiration of
his current employment agreement on May 25, 2017. It is expected
that Mr. Grano will continue as a director of the Company and serve
as nonexecutive Chairman of the Board following his tenure as Chief
Executive Officer. To succeed Mr. Grano, the Board appointed Eric
Hipkins, President of root9B LLC, a wholly owned subsidiary of the
Company, as Chief Executive Officer, effective May 25,
2017.
Mr.
Hipkins, has served as Chief Executive Officer of root9B LLC since
2011 and a director of the Company since August 2016. Mr. Hipkins
has over 25 years of experience as an accomplished cyber and
intelligence professional. His experience includes numerous
assignments across the Intelligence Community including senior
positons within the National Security Agency, Special Programs and
the Special Operations Community. Mr. Hipkins is a global war on
terrorism veteran as well as serving in numerous advanced roles
within the Research & Engineering, Cryptology,
Intelligence-Signals Analysis and Information Operations branches
of the NSA. He is recognized across the Forensic and Computer
Network Operations community as a subject matter expert. Mr.
Hipkins has a Masters of Arts in Computer Resources Information
Management in addition to many nationally recognized technology
certifications.
Mr.
Hipkins currently receives an annual base salary of $350,000 and is
eligible to participate in the Company’s discretionary bonus
program. The Board has not yet determined the compensation and
other terms of Mr. Hipkins employment following his appointment as
Chief Executive Officer of the Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
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ROOT9B HOLDINGS, INC.
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Dated:
April 13, 2017
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By:
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/s/ Dan
Wachtler
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Name:
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Dan
Wachtler
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Title:
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President
& Chief Operating Officer
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