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.”. Pursuant 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:
●
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.
●
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.
●
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.
●
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.
●
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.
●
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.
●
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.
●
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.
●
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.
