root9B Holdings, Inc. (OTCMKTS:RTNB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k
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root9B Holdings, Inc. (OTCMKTS:RTNB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Charter Amendments
As previously disclosed, on October 24, 2016, the stockholders of root9B Holdings, Inc., a Delaware corporation (formerly root9B Technologies, Inc.) (the “Company”), approved proposals that authorized an amendment to effect (i) a reverse stock split at a ratio determined by the Company’s Board of Directors and (ii) a decrease in the number of authorized shares of the Company’s common stock.
On December 1, 2016, the Company filed an amendment to its certificate of incorporation, as amended (the “Amendment”) with the Delaware Secretary of State to (i) effect a one-for-fifteen (1:15) reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Split”), (ii) decrease the number of authorized shares of its common stock from 125,000,000 to 30,000,000, and (iii) change the name of the Company to “root9B Holdings, Inc.”. to Section 242 of the Delaware General Corporation law, the change in the Company’s name did not require stockholder approval.
The Amendment became effective at 12:01 am Eastern Standard Time on December 5, 2016. The Company’s common stock will continue to trade on the OTCQB. The new symbol will be “RTNBD”. The “D” will be removed in 20 business days from December 5, 2016, and the symbol will revert back to “RTNB”.
When the Reverse Split became effective, every fifteen shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued. Instead, holders of record who would otherwise have been entitled to a fractional share will receive a cash payment for the value of the fractional share.
Continental Stock Transfer & Trust Co., the Company’s transfer agent, is acting as exchange agent and paying agent with respect to the Reverse Split, and will correspond with the Company’s stockholders of record regarding the process for exchanging shares and payment for any fractional shares.
A copy of the Amendment as filed with the Delaware Secretary of State is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Bylaws
On November 30, 2016, the Company’s Board of Directors (the “Board”) adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”), effective as of December 5, 2016. The following is a description of the material amendments to the Company’s prior Amended and Restated Bylaws:
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Sections 4.1 and 4.2 provide that the Board has the exclusive authority to call and set the time and place for meetings of stockholders, and Section 4.4 expressly allows remote participation in stockholder meeting by remote communications.

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Section 4.3 revises the manner in which stockholders may act by requiring that all stockholder action be taken only by means of a duly called annual or special meeting.

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Sections 4.8 and 5.3 provide that stockholders wishing to present certain matters at a meeting, including the nomination of directors, must do so with advanced notice to the Company.

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Section 4.9(a) provides that all matters, except the election of directors, will be determined by a majority of the votes cast at any meeting of the stockholders.

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Section 4.9(b) provides that, in an uncontested election, directors will be elected by a majority of the votes cast and, in an election where the number of director nominees exceeds the number of directors to be elected, the directors will be elected by a plurality vote.

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Section 4.12 provides that the Company is not required to include electronic mail addresses or other electronic contact information in the stockholder voting list and that the Company has the option to provide such list on a readily accessible electronic network.

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Section 4.14 adds a list of restrictions that the Chairman of the Board is allowed to impose during meetings of stockholders and to provide that no stockholder business shall be conducted at such meetings except such business that was brought in accordance with the Second Amended and Restated Bylaws.

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Section 10 provides that the shares of the Company’s common stock will be uncertificated, and that ownership and transfers of shares of the Company’s common stock will be reflected only in book-entry form.

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Section 12.8 provides that the sole and exclusive forum for certain actions involving the Company will now be the state and federal courts located in Delaware, unless the Company consents in writing to the selection of an alternative forum.

The foregoing is a summary of the Second Amended and Restated Bylaws. This summary is qualified in its entirety by reference to the Second Amended and Restated Bylaws attached to this Current Report on Form 8-K as Exhibit 3.2 and is incorporated herein by reference.
Item 8.01 Other Events.
On November 30, 2016, the Board approved changes to its committee charters and the Code of Business Conduct and Ethics to further enhance its corporate governance practices. Copies of the documents are available on the Company’s website under the “Corporate Governance” tab on the “Investor Relations” page.
On December 2, 2016, the Company issued a press release announcing the Amendment and a change in its corporate headquarters. The Company’s headquarters are now located at 102 N. Cascade Avenue, Suite 220 Colorado Springs, CO 80919. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(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. (OTCMKTS: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. (OTCMKTS:RTNB) Recent Trading Information

root9B Holdings, Inc. (OTCMKTS:RTNB) closed its last trading session at 0.630 with 69,580 shares trading hands.