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).
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13(e)-4(c))
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 8.01
Other Events
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”).
On
November 13, 2017, the Company received notification from Nasdaq
that the Company’s shares will be suspended at the open of
business on Wednesday, November 15, 2017. Further, Nasdaq will file
a Form 25 Notification of Delisting with the Securities and
Exchange Commission when all internal appeal periods have
run.
The
Company continues to have no operating assets and no ability to
generate revenue and accordingly, will cease operations effective
December 31, 2017.
The
three remaining board members (the “Board”), Joseph J.
Grano Jr., Anthony Sartor, and Kevin Carnahan resigned from the
Board effective December 31, 2017. In addition William Hoke, Chief
Financial Officer resigned effective December 31,2017.
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.
