root9B Holdings, Inc. (NASDAQ:RTNB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Form 8-K is incorporated by reference into this Item 1.01.
(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 Sellers Hong
Kong, London, and Miami offices (Affiliate Offices), to a
Purchase Agreement, dated as of April 30, 2017, by and between
the Seller and Buyer (the Purchase Agreement).
providing due diligence, compliance and investigative services
and solutions related to citizenship by investment, visas,
immigration, and employment; and (ii) conducting corporate and
other institutional investigations into fraud, embezzlement and
other misconduct. As consideration for the sale, Buyer paid the
Seller a purchase price of $6,000,000 (the Proceeds). Although
there can be no assurance in this regard, Seller is also eligible
to receive up to $4,000,000 additional consideration under an
earn out arrangement based upon certain performance targets over
the next three years. The Proceeds were reduced by a Working
Capital Adjustment, as defined in the Purchase Agreement,
currently estimated to be in excess of $1.0 million, and four
hundred thousand dollars ($400,000) was deposited in escrow to
secure certain obligations and representations of root9B and its
affiliates. The Seller and Buyer each made customary
representations, warranties and covenants, including customary
indemnities, in the Purchase Agreement.
remediation and advisory services operations and assets,
including the IPSA trademark.
into a Transition Services Agreement (the TSA), to which Seller
will receive fees in return for select services to be provided to
the Buyer and the Company for up to six months.
net of transaction costs, will be used to fund root9Bs
cybersecurity business and provide general working capital.
transactions contemplated thereby is qualified in its entirety by
the terms of the Purchase Agreement, a copy of which is filed as
Exhibit 2.1 hereto and incorporated herein by reference.
31, 2016 contains audited financial statements reflecting Sellers
entire business as a discontinued operation in the Consolidated
Statements of Operations for the two years ended December 31,
2016 and 2015 and the Consolidated Balance Sheets as of December
31, 2016 and 2015. This information is useful to investors to
understand the impact of the disposition.
transaction described in Item 2.01 above, a copy of which is
attached as Exhibit 99.1 to this report.
following the page to this Current Report on Form 8-K is
incorporated by reference into this Item 9.01.
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: May 1, 2017
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By:
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/s/ Dan Wachtler
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Name:
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Dan Wachtler
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Title:
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President
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Exhibit
No.
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Description
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2.1
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Purchase Agreement, dated April 30, 2017, by and between
IPSA International Services, Inc. and Exiger Canada, Inc.* |
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99.1
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Press Release dated May 1, 2017.
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About root9B Holdings, Inc. (NASDAQ:RTNB)
root9B Holdings, Inc., formerly root9B Technologies, Inc., is engaged in providing cybersecurity, business advisory services principally in regulatory risk mitigation, and energy and controls solutions. The Company helps clients in various industries to provide cyber operations and solutions, mitigate risk, comply with regulations, and leverage and integrate technology. It operates through three segments: Cyber Solutions, IPSA International, Inc. (IPSA)/Business Advisory Solutions, and Energy and Controls Solutions. The Cyber Solutions segment provides cyber security and technology training capabilities, operational support and consulting services. The IPSA/Business Advisory Solutions segment delivers solutions in both regulatory compliance and risk mitigation. The Energy and Controls Solutions segment works with its customers to assess, design and install processes and automation. Its services include cyber operations assessments, forensics, exploitation and defense planning. root9B Holdings, Inc. (NASDAQ:RTNB) Recent Trading Information
root9B Holdings, Inc. (NASDAQ:RTNB) closed its last trading session up +0.07 at 5.76 with 18,927 shares trading hands.
