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EX-99.1 - NOTIFICATION OF DISPOSITION OF COLLATERAL - root9B Holdings, Inc. | rtnb_ex991.htm |
8-K - CURRENT REPORT - root9B Holdings, Inc. | rtnb_8k.htm |
Exhibit
99.2
root9B
Holdings Announces Notice of Foreclosure Sale of its Assets;
Updates Status of 10-Q Filing
Colorado Springs, CO – August 18,
2017 - root9B Holdings, Inc. (Nasdaq: RTNB)
(“RTNB”) today announced that, as a result of its
default on its secured indebtedness, it received a foreclosure
notice from Centriole Reinsurance Company, Ltd., as agent for
RTNB’s secured creditors (the “Agent”). To
satisfy RTNB’s outstanding secured indebtedness, the Agent
intends to sell substantially all of RTNB’s assets at an
auction to conclude on August 31, 2017. Although RTNB continues to
work with its secured creditors and other potential investors to
raise capital before the auction concludes on August 31, 2017,
there can be no assurances it will be successful in these
efforts.
Joseph
J. Grano, Jr., RTNB’s Non-Executive Chairman of the Board and
former CEO, and Dan Wachtler, RTNB’s President, each of whom
is a holder of RTNB’s secured indebtedness, expressed their
disapproval of the Agent’s actions. “As individual
investors in the secured debt, we are disappointed with the
foreclosure notice, however the majority prevails in the ultimate
decision,” said Mr. Grano.
“While the
Company has been extremely appreciative of the support we have had
from our secured lenders, Mr. Grano and I disagree with the actions
being taken by the Agent and continue to pursue alternatives to the
auction process that we believe will be in the best interest of our
Company and its stockholders,” said Mr.
Wachtler.
A copy
of the foreclosure notice can be found in the Current Report on
Form 8-K filed with the Securities and Exchange Commission (the
“Commission”) on August 18, 2017. Additional
information regarding RTNB’s secured indebtedness can be
found in the Current Reports on Form 8-K filed with the Commission
on August 10, 2017 and August 15, 2017.
RTNB also
announced that it will require additional time to file its Form
10-Q for the period ended June 30, 2017. RTNB received a
notification letter from The Nasdaq Stock Market
(“Nasdaq”) on August 16, 2017 that it is not in
compliance with Nasdaq Listing Rule 5250(c)(1) because it did not
timely file its Form 10-Q with the Commission. The Nasdaq letter
provides that RTNB has until October 16, 2017 to submit a plan to
regain compliance. RTNB received a separate letter from Nasdaq on
August 17, 2017, that it is not in compliance with the independent
director and audit committee requirements set forth in Nasdaq
Listing Rule 5605. The Nasdaq letter provides notes RTNB is given a
grace period until the earlier of RTNB’s next annual meeting
of stockholders or August 7, 2018, to regain compliance with the
rules. There can be no assurance RTNB will be able to regain
compliance with Nasdaq’s rules.
The
events described above are likely to continue to put pressure on
the Company’s stock price, and could render its securities
worthless if concluded.
Cautionary Note Regarding Forward-Looking Statements.
This press release contains forward-looking statements that reflect
management’s current views with respect to certain future
events and RTNB’s prospects, operations, performance and
financial condition. Such forward-looking statements speak only as
of the date of this press release and RTNB 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
continued foreclosure proceedings on RTNB’s assets, the
results of any sale of RTNB’s assets by its secured creditors
at an auction, RTNB’s ability to obtain waivers of events of
default from its lenders; the availability of strategic investors
or buyers for the remaining assets of RTNB’s discontinued
operations; and the results of any potential restructuring
activities. For all forward-looking statements, RTNB 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 RTNB’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
RTNB’s business plan, adequacy of capital resources, and
RTNB’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 RTNB’s Annual Report on Form 10-K filed
with the Commission on April 17, 2017.