root9B Holdings, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-11-13: Form 8-K; Period of report 2017-11-09; Description 8.01 Other Events; Details 8.01.
- 2017-11-13: Form 8-K; Period of report 2017-11-09; Description 8.01 Other Events; Details 8.01.
- 2017-10-24: Form 8-K; Period of report 2017-10-17; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2017-10-18: Form 8-K; Period of report 2017-10-13; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-11-13 | 8-K | 2017-11-09 | 8.01 Other Events | 8.01 As previously disclosed, on November 9, 2017, the root9B Holdings, Inc. (the “Company”) informed the Nasdaq Hearings Panel (the “Panel”) that it would not attend the November 16, 2017 hearing and would not be able to cure the compliance issues previously reported and the Company was working with the Panel to begin the process of delisting the Company from the Nasdaq Capital Market (“Nasdaq”). | rtnb_8k.htm |
| 2017-11-13 | 8-K | 2017-11-09 | 8.01 Other Events | 8.01 As previously disclosed, on October 3, 2017, root9B Holdings, Inc. (the “Company”) appealed the delisting determination to The Nasdaq Hearings Panel (the “Panel”) and was informed that a hearing date had been set for November 16, 2017. | rtnb_8k.htm |
| 2017-10-24 | 8-K | 2017-10-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 17, 2017, Dan Wachtler resigned from the Company’s Board of Directors and as President of the Company effective immediately. | rtnb_8k.htm |
| 2017-10-18 | 8-K | 2017-10-13 | 8.01 Other Events | 8.01 As previously disclosed, on October 3, 2017, root9B Holdings, Inc. (the “Company”) appealed the delisting determination to The Nasdaq Hearings Panel (the “Panel”) and was informed that a hearing date had been set for November 16, 2017. | rtnb_8k.htm |
| 2017-10-03 | 8-K | 2017-10-02 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 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. | rtnb_8k.htm |
| 2017-09-29 | 8-K | 2017-09-28 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.02 As previously disclosed, root9B Holdings, Inc. (the “Company”) received a foreclosure notice from Centriole Reinsurance Company, Ltd., as agent for the Company’s secured creditors (the “Agent”), that, to satisfy the Company’s outstanding secured indebtedness, it intended to sell substantially all of the assets of the Company at an auction, pursuant to the Security Agreement, dated September 9, 2016, by and among the Company and the secured creditors (the “Security Agreement”). 2.01 The information disclosed in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 5.02 As a result of the auction described above, on September 28, 2017, Eric Hipkins resigned his positions as a director and Chief Executive Officer of the Company, effective immediately. | rtnb_8k.htm |
| 2017-09-25 | 8-K | 2017-09-20 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.01 On September 20, 2017, the Company received notification from the 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. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | rtnb_8k.htm |
| 2017-09-19 | 8-K | 2017-09-15 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement .. | rtnb_8k.htm |
| 2017-09-11 | 8-K | 2017-09-06 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 2.04 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04. 3.01 As previously disclosed, the Company has received notification letters from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), informing the Company that it is not in compliance with Nasdaq Listing Rules 5605(b)(1), 5605(c)(2), 5605(d)(2), and 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017 with the Commission and that it is not in compliance with the independent director, audit committee, and compensation committee requirements. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | rtnb_8k.htm |
| 2017-09-01 | 8-K | 2017-08-29 | 8.01 Other Events | 8.01 As previously disclosed, on August 16, 2017, as a result of the Company’s inability to meet the notice of default from the secured creditors, the Company received a foreclosure notice from Centriole Reinsurance Company, Ltd., as agent for the Company’s secured creditors (the “Agent”), that, to satisfy the Company’s outstanding secured indebtedness, it intends to sell substantially all of the assets of the Company at an auction to conclude on August 31, 2017 (the “Sale Date”). | rtnb_8k.htm |
| 2017-08-30 | 8-K | 2017-08-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 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. | rtnb_8k.htm |
| 2017-08-22 | 8-K | 2017-08-21 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 2.04 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 8.01 On August 22, 2017, the Company issued a press release announcing, among other things, the events described above. | rtnb_8k.htm |
| 2017-08-18 | 8-K | 2017-08-16 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 On August 16, 2017, root9B Holdings, Inc., a Delaware corporation (the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), informing the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017 with the Securities and Exchange Commission. 8.01 As previously disclosed, the Company received a notice of default from its secured creditors demanding the immediate repayment of its outstanding secured indebtedness. | rtnb_8k.htm |
| 2017-08-15 | 8-K | 2017-08-11 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement .. | rtnb_8k.htm |
| 2017-08-10 | 8-K | 2017-08-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 5.02 On August 7, 2017, Seymour Siegel resigned from the Company’s Board of Directors and all committees thereof effective immediately. | rtnb_8k.htm |
| 2017-07-25 | 8-K | 2017-07-19 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 Entry into a Material Definitive Agreement . 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.01 On July 25, 2017, the Company provided notice to the Nasdaq Stock Market that it no longer satisfied Listing Rules 5605(b)(1), 5605(c)(2), and 5605(d)(2) as a result of the changes described in Item 5.02 below. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 5.02 On July 19, 2017, immediately following the 2017 Annual Meeting of Stockholders (the “Meeting”), Richard Ledgett informed the Company’s Board of Directors (the “Board”) that he had determined not to become a director, which would have become effective October 1, 2017. 5.07 The Company held its 2017 Annual Meeting of Stockholders on July 19, 2017. | rtnb_8k.htm |
| 2017-07-17 | 8-K | 2017-07-17 | 8.01 Other Events | 8.01 On July 17, 2017, the Board of Directors of root9B Holdings, Inc. (the “Company”) approved resolutions to the effect that the term of the directors elected at the Company’s Annual Meeting of Stockholders to be held on July 19, 2017, shall begin effective October 1, 2017. | rtnb_8k.htm |
| 2017-07-14 | 8-K | 2017-07-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | rtnb_8k.htm |
| 2017-06-09 | 8-K | 2017-06-05 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | rtnb_8k.htm |
| 2017-06-06 | 8-K | 2017-06-06 | 7.01 Regulation FD Disclosure | 7.01 Regulation FD Disclosure. | rtnb_8k.htm |
| 2017-05-25 | 8-K | 2017-05-23 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. 8.01 On May 24, 2017, the Company issued a press release announcing, among other things, the postponement of its 2017 annual meeting of stockholders to July 19, 2017, the Nasdaq letter, and the anticipated timing of the Form 10-Q. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. | rtnb_8k.htm |
| 2017-05-04 | 8-K | 2017-04-30 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On April 30, 2017, root9B Holdings, Inc., a Delaware corporation (“root9B”) sold to Exiger Canada, Inc. (“Buyer”) (i) all of the shares of its Canadian subsidiary IPSA International, Inc. (the “Company”), a wholly owned subsidiary of IPSA International Services, Inc. (the “Seller”), which is a wholly owned U.S. subsidiary of root9B, and (ii) assets related to Seller’s Hong Kong, London, and Miami offices (“Affiliate Offices”), pursuant to a Purchase Agreement, dated as of April 30, 2017, by and between the Seller and Buyer (the “Purchase Agreement”). 8.01 On May 1, 2017, root9B issued a press release announcing the transaction described in Item 2.01 above, a copy of which is attached as Exhibit 99.1 to this report. | rtnb_8k.htm |
| 2017-04-13 | 8-K | 2017-04-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 7, 2017 Joseph Grano Jr., Chief Executive Officer of root9B Holdings, Inc. (the “Company”) informed the Board of Directors (the “Board”) of the Company that he intends to step down as Chief Executive Officer following the expiration of his current employment agreement on May 25, 2017. | rtnb_8k.htm |
| 2017-04-06 | 8-K | 2017-03-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2017 by root9B Holdings, Inc. (the “Company”), Gregory Morris announced his intention to resign from the Company’s Board of Directors (the “Board”) and all committees thereof, effective April 1, 2017. | rtnb_8k.htm |
| 2017-03-24 | 8-K | 2017-03-24 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | rtnb_8k.htm |
| 2017-02-13 | 8-K | 2017-02-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On February 8, 2017, root9B Holdings, Inc. (the “Company”) issued an unsecured, non-convertible, promissory note to Joseph J. Grano, Jr., Chief Executive Officer of the Company, in the principal amount of $245,000 (the “Note”), bearing interest at the rate of 4.00% per annum and which is payable on or before February 9, 2018. 2.03 The information required by this item in incorporated by reference from Item 1.01 above. | rtnb_8k.htm |
| 2017-01-26 | 8-K | 2017-01-19 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 5.02 On January 25, 2017, Gregory Morris announced his intention to resign from the Company’s Board of Directors (the “Board”) and all committees thereof, effective April 1, 2017. | rtnb_8k.htm |
| 2017-01-06 | 8-K/A | 2016-12-22 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | rtnb_8ka.htm |