On May 23, 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 March 31, 2017 (the “Form 10-Q”) with the Securities and Exchange Commission.

The Nasdaq letter provides that the Company has until July 24, 2017 to submit a plan to regain compliance. The Company is working diligently to complete the work necessary to file the Form 10-Q and intends to file such report as soon as practicable.

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.

On May 25, 2017, the Company issued a press release announcing, among other things, its partnership with The Chertoff Group. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2.

(d) Exhibits.

The information set forth in the Exhibit Index immediately following the page to this Current Report on Form 8-K is incorporated by reference into this Item 9.01.

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 down -0.16 at 6.89 with 16,814 shares trading hands.