root9B Holdings, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-12-31: Form 8-K; Period of report 2012-12-31; Description 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; Details 2.01.
- 2012-11-20: Form 8-K; Period of report 2012-11-16; Description 3.02 Unregistered Sales of Equity Securities; Details 3.02.
- 2012-11-16: Form 8-K; Period of report 2012-11-15; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2012-08-21: Form 8-K; Period of report 2012-08-20; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-12-31 | 8-K | 2012-12-31 | 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 | 2.01 On December 31, 2012, the Registrant’s wholly owned subsidiary, Ecological Partners, LLC, a New York limited liability company (“EPLLC”), a special purpose entity incorporated to effectuate the acquisition, purchased substantially all of the assets of Ecological LLC., (“Ecological”) a Delaware limited liability Company, pursuant to an Asset Purchase Agreement dated November 15, 2012 (the “Agreement”). 5.02 On December 31, 2012, the Board of Directors of Premier Alliance Group, Inc. (the “Company”) elected Joseph J. Grano Jr, 64, to serve as a director for the Company and to assume the role as non executive Chairman of the Board. | pag12312012_8k.htm |
| 2012-11-20 | 8-K | 2012-11-16 | 3.02 Unregistered Sales of Equity Securities | 3.02 On November 16, 2012, the Registrant closed on 15 units of its securities in a private placement. | pag111612_8k.htm |
| 2012-11-16 | 8-K | 2012-11-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | pag11152012_8k.htm |
| 2012-08-21 | 8-K | 2012-08-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 20, 2012, the Board of Directors of Premier Alliance Group, Inc. (the “Company”) elected Wesley Clark, 67, to serve as a director for the Company. | pag082012_8k.htm |
| 2012-08-17 | 8-K | 2012-07-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 18, 2012, the Board of Directors of Premier Alliance Group, Inc. (the “Company”) elected John Catsimatidis, 63, to serve as a director for the Company. | pag071812_8k.htm |
| 2012-07-16 | 8-K | 2012-07-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 5, 2012, the Board of Directors of Premier Alliance Group, Inc. (the “Company”) elected Seymour Siegel, 69 to serve as a director for the Company. | pag070512_8k.htm |
| 2012-05-15 | 8-K/A | 2012-03-05 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | pag05142012_8ka.htm |
| 2012-05-15 | 8-K/A | 2012-05-04 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 The Company concluded on May 4, 2012 that: i) the unaudited interim financial statements for the three months ended March 31, 2011 as filed with the Securities and Exchange Commission (“SEC”) on May 16, 2011, ii) the unaudited interim financial statements for the three and six months ended June 30, 2011 as filed with the SEC on August 15, 2011, restated and filed on January 05, 2012 and January 19, 2012, iii) the unaudited interim financial statements for the three and nine months ended September 30, 2011 as filed with the SEC on November 14, 2011, restated and filed on January 05, 2012, and iv) the Annual Report on Form 10-K for the year ended December 31, 2011 as filed with the SEC on March 30, 2012, should no longer be relied upon due to the compounding effect of a single error in the volatility and risk- free interest estimates used in the underlying Black Scholes formula the Company utilizes for its estimate of the valuation of, non-cash items, the derivative liability valuation at each balance sheet date, and the change thereto, which change directly impacts the statement of operations, as well as the measurement of compensation expense associated with stock options and stock warrants, which also directly impacts the statement of operations. | pag05042012_8ka.htm |
| 2012-05-08 | 8-K | 2012-05-04 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 The Company concluded on May 4, 2012 that: i) the unaudited interim financial statements for the three months ended March 31, 2011 as filed with the Securities and Exchange Commission (“SEC”) on May 16, 2011, ii) the unaudited interim financial statements for the three and six months ended June 30, 2011 as filed with the SEC on August 15, 2011, restated and filed on January 05, 2012 and January 19, 2012, iii) the unaudited interim financial statements for the three and nine months ended September 30, 2011 as filed with the SEC on November 14, 2011, restated and filed on January 05, 2012, and iv) the Annual Report on Form 10-K for the year ended December 31, 2011 as filed with the SEC on March 30, 2012, should no longer be relied upon due to the compounding effect of a single error in the volatility and risk- free interest estimates used in the underlying Black Scholes formula the Company utilizes for its estimate of the valuation of, non-cash items, the derivative liability valuation at each balance sheet date, and the change thereto, which change directly impacts the statement of operations, as well as the measurement of compensation expense associated with stock options and stock warrants, which also directly impacts the statement of operations. | pag05042012_8k.htm |
| 2012-05-01 | 8-K | 2012-04-30 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 Pursuant to Section 14 of the Securities and Exchange Act of 1934 and Regulation 14C, a Corporate Action was taken without a meeting upon the written consent of the holders of a majority of the outstanding voting stock of the Company. | pag05012012_8k.htm |
| 2012-03-23 | 8-K | 2012-03-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 20, 2012, the Board of Directors of Premier Alliance Group, Inc. (the “Company”) elected Harvey Pitt (67) to serve as a director for the Company. | pag03232012_8k.htm |
| 2012-03-08 | 8-K | 2012-03-05 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On March 5, 2012, the Registrant consummated an Agreement and Plan of Merger with GreenHouse Holdings, Inc., (“GreenHouse”) a Nevada corporation. | pag03052012_8k.htm |
| 2012-01-30 | 8-K | 2012-01-27 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On January 26, 2012, Premier Alliance Group, Inc. (1) retained Cherry Bekaert & Holland LLP (“CB&H”) as its independent accountant responsible for auditing its financial statements for fiscal year 2012 and (2) dismissed Scharf Pera & Co., PLLC (“Scharf Pera”) as its independent accountant responsible for auditing its financial statements, which will be effective at the completion of the 2011 audit and 10K filing. | pag01272012_8k.htm |
| 2012-01-27 | 8-K/A | 2012-01-20 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 The Company concluded on December 30, 2011 that: i) the unaudited interim financial statements for the three and six months ended June 30, 2010 as filed with the Securities and Exchange Commission (“SEC”) on August 13, 2010, ii) the unaudited interim financial statements for the three and nine months ended September 30, 2010 as filed with the SEC on November 15, 2010, iii) the Annual Report on Form 10-K for the year ended December 31, 2010 as filed with the SEC on March 31, 2011, and, iv) the interim unaudited financial statements for the three and six months ended June 30, 2011 as filed with the SEC on August 15, 2011, should no longer be relied upon due to an error in the recording of deemed dividends to preferred stockholders in calendar year 2010. | pag01192012_8ka.htm |
| 2012-01-20 | 8-K | 2012-01-19 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 8.01 Other Events | 4.02 The Company has concluded that: i) the unaudited interim financial statements for the three and six months ended June 30, 2010 as filed with the Securities and Exchange Commission (“SEC”) on August 13, 2010, ii) the unaudited interim financial statements for the three and nine months ended September 30, 2010 as filed with the SEC on November 15, 2010, iii) the Annual Report on Form 10-K for the year ended December 31, 2010 as filed with the SEC on March 31, 2011, and, iv) the interim unaudited financial statements for the three and six months ended June 30, 2011 as filed with the SEC on August 15, 2011, should no longer be relied upon due to an error in the recording of deemed dividends to preferred stockholders in calendar year 2010. 8.01 The Company (also disclosing in accordance with Item 308(c) of Regulation S-K), as part of its growth and maturation, has already taken demonstrative steps to enhance its Controls and Procedures over internal control in general, and in ICFR in particular. | pag01192012_8k.htm |