root9B Holdings, Inc. (OTCMKTS:RTNB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
root9B Holdings, Inc. (OTCMKTS:RTNB) Files An 8-K Entry into a Material Definitive Agreement
On December 15, 2016, Greenhouse Holdings, Inc. (the “Seller”), a Nevada corporation and wholly-owned subsidiary of root9B Holdings, Inc., a Delaware corporation (the “Company”) and Control Engineering, Inc., a Delaware corporation and wholly-owned subsidiary of the Seller (“CEI”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Carlos Carrillo, the Senior Vice President of Engineering and Operations of CEI (the “Purchaser”), to which, among other things, the Seller agreed to sell all of the issued and outstanding shares of CEI to the Purchaser (the “Transaction”) for a purchase price equal to the amount of all accounts receivable of CEI outstanding on the Closing Date, less (i) the amount of certain accounts receivable of CEI outstanding on the Closing Date that are identified as “Bad Debt”, (ii) the amount of all accounts payable of CEI outstanding on the Closing Date, and (iii) $60,000 (the “Purchase Price”). In the event that the Purchase Price is positive, the Purchase Price will be payable by the Purchaser to the Seller in exchange for a promissory note (the “Note”), which will be guaranteed by CEI and secured by all of its assets. In the event the Purchase Price is negative, the Seller will be obligated to pay the absolute value of the Purchase Price as follows (a) to the Purchaser, up to $60,000 in cash or immediately available funds no later than January 31, 2017, and, (b) to the existing creditors of CEI, the amount, if any, in excess of $60,000. The Transaction is expected to close on December 31, 2016 (the “Closing Date”). After the Closing Date, CEI will no longer be an indirect, wholly-owned subsidiary of the Company.
The Purchase Agreement contains certain limited representations, warranties, and indemnification provisions of the parties. Until the Closing Date, the Purchaser, in his capacity as an officer of CEI, has agreed, subject to certain exceptions, to conduct the CEI business in the ordinary course.
The consummation of the Transaction is subject to certain specified closing conditions, including (i) if the Purchase Price is positive, the issuance of the Note by the Purchaser to the Seller, (ii) if the Purchase Price is positive, the delivery by the Purchaser to the Seller of a continuing guaranty and security agreement, and (iii) the Company obtaining the consent of its secured lenders to the Transaction.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 20, 2016, the Company sent a letter to its stockholders discussing, among other things, the Purchase Agreement, the Company’s transition to a “pure-play” cybersecurity firm, and the listing of the Company’s common stock on the Nasdaq Capital Market. A copy of the letter is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 8.01 Other Events.
On December 20, 2016, the Company issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2.
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.
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.