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): ~~September~~October 282, 2017

root9B Holdings, Inc.

(Exact name of Company as specified in Charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

000-50502

(Commission File No.)

20-0443575

(IRS Employee

Identification No.)

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).

☐		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 13.02 01 ~~Termination~~Notice of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

As previously disclosed, on September 20, 2017, root9B Holdings, Inc. (the “Company”) received anotification ~~foreclosure notice~~ from ~~Centriole~~the Listing ~~Reinsurance~~Qualifications ~~Company,~~Department ~~Ltd.,~~of asThe ~~agent~~Nasdaq ~~for~~Stock Market (“Nasdaq”) that the Company’s ~~secured~~has failed to maintain a ~~creditors~~minimum ~~(the~~Market Value of Listed Securities (“~~Agent~~MVLS”), ~~that,~~of $35.0 tomillion ~~satisfy~~for the ~~Company’s~~ ~~outstanding~~last ~~secured~~30 ~~indebtedness,~~consecutive itbusiness ~~intended~~days. toAs ~~sell~~previously ~~substantially~~disclosed, ~~all~~on ofSeptember ~~the~~6, ~~assets~~2017, of the Company atreceived ~~an auction,~~a ~~pursuant~~letter tofrom Nasdaq informing the ~~Security~~Company ~~Agreement~~that, ~~dated~~pursuant ~~September~~to 9,Listing Rule ~~2016~~5101, byNasdaq ~~and among~~was accelerating the ~~Company~~due ~~and~~date for the ~~secured~~Company ~~creditors~~to submit (a plan to regain compliance with the ~~“Security~~Listing Rules to ~~Agreement”).~~September 15, 2017. On September 2821, 2017, the ~~Agent~~Company received ~~held~~ a ~~public auction~~Staff ~~for~~Determination ~~all~~Letter offrom ~~the~~Nasdaq ~~Collateral~~noting ~~(as~~that ~~defined~~the Company inhad ~~the~~not ~~Security Agreement),~~yet atsubmitted ~~which~~a noplan ~~qualified~~to ~~bidders~~regain ~~other~~compliance ~~than~~and accordingly, the ~~secured creditors~~Nasdaq ~~appeared.~~determined ~~The~~to deny the Company’s request ~~secured~~for ~~creditors~~continued ~~entered~~listing ~~a bid~~on ofThe ~~$12,536,482,~~Nasdaq ~~representing~~Stock Market. Unless the ~~total~~Company ~~outstanding~~requests ~~principal and~~an ~~unpaid~~appeal ~~interest~~of ~~owed~~this todetermination, trading of the ~~secured~~Company’s ~~creditors,~~common ~~and~~stock ~~acquired~~would ~~all of~~be ~~the~~suspended ~~Collateral~~ at the ~~auction,~~opening of ~~thereby~~business ~~discharging~~on ~~the Company’s~~October ~~secured~~2, ~~indebtedness~~2017. ~~and~~The ~~terminating~~determination ~~the~~from ~~Security~~Nasdaq was ~~Agreement.~~based upon:

~~As a result, the Company no longer has any operating assets and has no ability to generate revenue~~1.

Noncompliance ~~Item~~with Listing Rules 5605(b)(1), 5605(c)(2~~.01~~) and 5605(d)(2) regarding ~~Completion~~vacancies in our Board of ~~Acquisition~~Directors orwhich ~~Disposition~~resulted in an insufficient number of ~~Assets~~independent directors on the audit committee and the compensation committee.

~~The information disclosed in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item~~ 2.~~01.~~

Failure ~~Item~~to ~~5.02~~maintain ~~Departure~~a ofminimum ~~Directors~~MVLS ~~or Certain Officers; Election~~ of ~~Directors; Appointment~~$35.0 ofmillion ~~Certain~~for ~~Officers;~~the ~~Compensatory~~last ~~Arrangements of~~30 ~~Certain~~consecutive ~~Officers~~business days.

~~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~~3.

Failure ~~Item~~to ~~9.01 Financial~~file ~~Statements~~Form ~~and~~10-Q for the period ended June 30, 2017 in compliance ~~Exhibits~~with Listing Rules.

On ~~(d) Exhibits~~September 28, 2017, the Company appealed Nasdaq’s determination and was informed a hearing date had been set for November 16, 2017.

Exhibit No.		Description
10.1		Form of Security Agreement, dated September 9, 2016, by and among the Registrant and the Secured Parties (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of the Registrant filed with the Commission on September 12, 2016).

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.

Dated: September 29, 2017

	ROOT9B HOLDINGS, INC.

Dated: October 3, 2017	By:	/s/ William Hoke
	Name:	William Hoke
	Title:	Chief Financial Officer

ROOT9B HOLDINGS, INC. By: /s/ William Hoke Name: William Hoke Title: Chief Financial Officer

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