root9B Holdings, Inc. (NASDAQ:RTNB) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, root9B Holdings, Inc. (the “Company”) received a foreclosure notice from Centriole Reinsurance Company, Ltd., as agent for the Company’s secured creditors (the “Agent”), that, to satisfy the Company’s outstanding secured indebtedness, it intended to sell substantially all of the assets of the Company at an auction, to the Security Agreement, dated September 9, 2016, by and among the Company and the secured creditors (the “Security Agreement”). On September 28, 2017, the Agent held a public auction for all of the Collateral (as defined in the Security Agreement), at which no qualified bidders other than the secured creditors appeared. The Company’s secured creditors entered a bid of $12,536,482, representing the total outstanding principal and unpaid interest owed to the secured creditors, and acquired all of the Collateral at the auction, thereby discharging the Company’s secured indebtedness and terminating the Security Agreement.

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

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information disclosed in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.