Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2016
or
☐
TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from
to
Commission File Number: 000-50502
ROOT9B HOLDINGS, INC.
(Exact
Name of registrant as Specified in Its Charter)
Delaware
|
20-0443575
|
(State
of other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
102 N Cascade Avenue, Suite 220
Colorado Springs, CO 80919
(Address of principal executive offices)
(602) 889-1137
(Registrant’s
telephone number)
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
|
Name of Each Exchange On Which Registered
|
Common
Stock, par value $0.001 per share
|
NASDAQ
Capital Market
|
Securities registered pursuant to Section 12(g) of the
Act:
Common
stock, par value $0.001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. ☐[ Yes
☒No
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. ☐Yes
☒
No
Note
– Checking the box above
will not relieve any registrant required to file reports pursuant
to Section 13 or 15(d) of the Exchange Act from their obligations
under those Sections.
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
☒ Yes
☐No
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, and “smaller reporting
company” in Rule 12b-2 of
the Exchange Act.
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☐
|
Smaller
reporting company ☒
|
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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). ☐ Yes
☒No
State
issuer’s revenues for its
most recent fiscal year (ended December 31, 2016):
$10,238,552.
The
aggregate market value of voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of
such common equity as of the last day of the registrant’s most recently completed second
fiscal quarter was $61,976,680.
The
total number of shares of Common Stock of the Registrant
outstanding as of the latest practicable date, April 7, 2017 is
6,100,275.
DOCUMENTS
INCORPORATED BY REFERENCE
Certain
sections of our definitive proxy statement to be filed with the
Securities and Exchange Commission (SEC) within 120 days of the end
of our fiscal year ended December 31, 2016, are incorporated by
reference into Part III hereof. Except for those portions
specifically incorporated by reference herein, such document shall
not be deemed to be filed with the SEC as part of this annual
report on Form 10-K.
EXPLANATORY NOTE – EXHIBIT FILING ONLY
We are filing this Amendment No. 1 to our Annual Report on Form
10-K for the fiscal year ended December 31, 2016, filed with the
Securities and Exchange Commission on April 17, 2017, only to file
Exhibits 4.18, 4.19, and 10.27, as each were inadvertently omitted
from our Form 10-K. In addition, as required by Rule 12b-15 under
the Securities Exchange Act of 1934, as amended, new certifications
by our principal executive officer and principal financial officer
are filed as exhibits to this Amendment.
This Amendment No. 1 to our Form 10-K for the fiscal year ended
December 31, 2016 does not reflect events occurring after the
filing of our original Form 10-K or modify or update those
disclosures affected by subsequent events. No other modifications
or changes have been made to our Form 10-K for the fiscal year
ended December 31, 2016 as originally filed or the exhibits filed
therewith.
SIGNATURES
In
accordance with the requirements of Section 13 or 15(d) of the
Exchange Act, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
|
ROOT9B HOLDINGS,
INC.
|
|
|
|
|
|
|
Date: May 1,
2017
|
By:
|
/s/
William
L. Hoke
|
|
|
|
William L.
Hoke,
|
|
|
|
Chief Financial
Officer
(Principal Accounting Officer
and Principal Financial Officer)
|
|
No.
|
|
Exhibit
Index
|
|
|
|
4.18*
|
|
Second Form of
Secured Promissory Note.
|
|
|
|
4.19*
|
|
Form of First Note
Amendment, effective as of December 22, 2016.
|
|
|
|
10.27*
|
|
First Amendment to
Securities Purchase Agreement, effective December 22,
2016.
|
|
|
|
31.1*
|
|
Certification of
the Principal Executive Officer Pursuant to Rule
13a-14(a).
|
|
|
|
31.1*
|
|
Certification of
the Principal Financial Officer Pursuant to Rule
13a-14(a).
|
|
|
*
|
Filed
herewith.
|