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): October 2,
2017
root9B Holdings, Inc.
(Exact name of Company as specified in Charter)
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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 ☐
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 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As
previously disclosed, on September 20, 2017, root9B Holdings, Inc.
(the “Company”) received notification from the Listing
Qualifications Department of The Nasdaq Stock Market
(“Nasdaq”) that the Company has failed to maintain a
minimum Market Value of Listed Securities (“MVLS”) of
$35.0 million for the last 30 consecutive business days. As
previously disclosed, on September 6, 2017, the Company received a
letter from Nasdaq informing the Company that, pursuant to Listing
Rule 5101, Nasdaq was accelerating the due date for the Company to
submit a plan to regain compliance with the Listing Rules to
September 15, 2017. On September 21, 2017, the Company
received a Staff Determination Letter from Nasdaq noting that the
Company had not yet submitted a plan to regain compliance and
accordingly, the Nasdaq determined to deny the Company’s
request for continued listing on The Nasdaq Stock Market. Unless
the Company requests an appeal of this determination, trading of
the Company’s common stock would be suspended at the opening
of business on October 2, 2017. The determination from Nasdaq was
based upon:
1.
Noncompliance
with Listing Rules 5605(b)(1), 5605(c)(2) and 5605(d)(2) regarding
vacancies in our Board of Directors which resulted in an
insufficient number of independent directors on the audit committee
and the compensation committee.
2.
Failure
to maintain a minimum MVLS of $35.0 million for the last 30
consecutive business days.
3.
Failure
to file Form 10-Q for the period ended June 30, 2017 in compliance
with Listing Rules.
On
September 28, 2017, the Company appealed Nasdaq’s
determination and was informed a hearing date had been set for
November 16, 2017.
On
October 2, 2017, the Company received an additional Staff
Determination letter noting that the Company is no longer an
operating business and is currently a “public shell”.
Further, in accordance with Listing Rule 5101, Nasdaq determined to
apply more stringent criteria to preserve and strengthen the
quality and integrity of The NASDAQ Stock Market in considering the
Company’s appeal, and accordingly, in addition to the three
items noted above, the Nasdaq Hearings Panel will consider this
matter as well in rendering a determination regarding the
Company’s continued listing on The Nasdaq Capital Market.
There can be no assurance the Company will be successful in
its’ appeal or regain compliance with Nasdaq’s rules or
that Nasdaq will allow the Company’s stock to resume
trading.
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 Staff determination appeal. 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 Nasdaq’s
listing standards. 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.
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.
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ROOT9B HOLDINGS,
INC.
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Dated: October 3,
2017
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By:
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/s/
William
Hoke
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Name:
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William
Hoke
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Title:
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Chief Financial
Officer
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