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): August 11,
2017
root9B Holdings, Inc.
(Exact name of Company as specified in 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 No.)
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(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
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”), has issued a series of secured
convertible promissory notes (the “Notes”) to
accredited investors (the “Secured Creditors”). On
August 11, 2017, the Company received a notice from Centriole
Reinsurance Company, Ltd., as agent and representative of the
Holders, 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 August 10, 2017, the aggregate value of the unpaid principal
amount of the Notes, together with the accrued but unpaid interest,
was $10,675,805. The Company does not have sufficient cash on hand
to meet such demands.
The Company will seek a waiver from the Secured
Creditors to allow the Company additional time to seek other forms
of liquidity and explore restructuring alternatives including
working with the Chertoff Group to pursue various additional
sources of capital. There can be no assurances the Company will be
successful in obtaining a waiver from the Secured Creditors or
finding a solution to its liquidity concerns. In the event
the Company cannot obtain a waiver from the Secured Creditors, the
Secured Creditors may, among other things, commence foreclosure
proceedings to seize all or substantially all of the
Company’s assets, which could result in the value of the
Company’s securities to decline dramatically.
The
material terms of the Notes are described in the Company’s
Current Reports on Form 8-K filed with the Securities and Exchange
Commission (the “Commission”) on August 10, 2017 and
March 24, 2017, and are qualified in their entirety to the full
text of the forms of Notes, copies of which are filed as Exhibits
10.1 and 10.2 to this Current Report on Form 10-K.
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 waivers of events
of default from its lenders; 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.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
The
information set forth in the Exhibit Index immediately following
the signature page to this Current Report on Form 8-K is
incorporated by reference into this Item 9.01.
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:
August 15, 2017
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ROOT9B
HOLDINGS, INC.
By:
/s/ William Hoke
Name:
William Hoke
Title:
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Amended
and Restated Form of Secured Convertible Promissory Note
(incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K of the Registrant filed with the Commission on August 10,
2017).
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10.2
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Form of
2017 Secured Convertible Promissory Note (incorporated by reference
to Exhibit 10.4 to the Current Report on Form 8-K of the Registrant
filed with the Commission on August 10, 2017).
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