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 29,
2017
root9B Holdings, Inc.
(Exact name of Company as specified in Charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
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000-50502
(Commission File No.)
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20-0443575
(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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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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
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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 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 29, 2017, each of Norman Stout, Dieter Gable, and Colleen
McKeown separately informed the Board of Directors (the
“Board”) of root9B Holdings, Inc. (the
“Company”) that they had determined not to become a
director. Messrs. Stout and Gable and Ms. McKeown had been elected
to the Board, effective October 1, 2017, at the Company’s
2017 Annual Meeting of Stockholders. Messrs. Stout and Gable and
Ms. McKeown each indicated the pending foreclosure sale of
substantially all of the Company’s assets by its secured
creditors and the considerable doubt regarding the Company’s
ability to continue operations following the foreclosure sale,
among other things, motivated each of their decisions to resign as
a director-elect of the Company.
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 30, 2017
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ROOT9B
HOLDINGS, INC.
By:
/s/ William Hoke
Name: William Hoke
Title:
Chief Financial Officer
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