UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2224, 2017

RACKWISE, INC.

(Name of registrant in its charter)

Nevada	000-54519	27-0997534
(State or jurisdiction	(Commission File	(IRS Employer
of incorporation or	Number)	Identification No.)
organization)

1610 Wynkoop St # 400,

Denver, CO 80202

(Address of principal executive offices)

(888) 818-2385

(Registrant's telephone number)

2365 Iron Point Road, Suite 190

Folsom, CA 95630

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Item 8.01. Other Events

On March 2224, 2017, Rackwise Funding II, LL, Black Diamond Holdings LLC, ~~exercised~~Rackwise ~~its~~Funding ~~warrants~~LLC, toBlack ~~purchase~~Diamond 1Financial Group Inc. and Triple R-F,~~448,400~~ ~~shares~~LLC holders of more than 75% of the outstanding common stock of Rackwise, Inc. (the “Company”), removed Guy Archbold as a member of the Company’s board of directors in accordance with ~~the~~Section ~~warrants~~3.3 ~~issued~~of tothe itBylaws onand ~~May~~removed 7Sheldon Henderson, ~~2014. Rackwise~~to ~~Funding~~the ~~II,~~extent ~~LLC~~he ~~has~~was ~~delivered~~a ~~its~~member ~~notice~~of the Company’s board of ~~exercise~~directors, ~~and~~as ~~the~~a ~~aggregate~~member ~~exercise~~of ~~price~~the Company’s board of ~~$14,484~~directors in accordance with Section 3.003 toof the ~~Company~~Bylaws.

OnIn ~~March~~addition, 22Rackwise Funding II, ~~2017~~LLC, Black Diamond Holdings, Rackwise Funding LLC, Black Diamond Financial Group Inc., and Triple R-F, LLC ~~exercised~~ratified ~~its~~the ~~warrants~~actions toof ~~purchase~~the 9board of directors on February 3,~~638,740~~ ~~shares~~2017 ofto ~~common~~terminate ~~stock~~Guy Archbold as the Chief Executive Officer of ~~Rackwise,~~the ~~Inc~~Company. Finally, inRackwise ~~accordance~~Funding ~~with~~II, ~~the~~LLC, ~~warrants~~Black ~~issued~~Diamond toHoldings itLLC, onRackwise ~~October~~Funding 7LLC, ~~2015~~Black Diamond Financial Group Inc. and Triple R-F, LLC ~~delivered~~ratified ~~its~~the ~~notice~~appointment of ~~exercise~~Patrick Imeson and Bart Richert to the ~~aggregate~~Company’s ~~exercise~~board ~~price~~of directors. Dwight Richert, the manager of ~~$96~~Triple R-F,~~387.40~~ toLLC, is the ~~Company~~brother of Bart Richert.

As a result of these exercises, there are now approximately 17,708,757 shares of common stock of the company outstanding. Including previously outstanding shares held by Rackwise Funding II, LLC, Rackwise Funding II, LLC and Triple R-F, LLC hold over 75% of the outstanding common stock of the Company.

It is the intent of Rackwise Funding II, LLC and Triple R-F, LLC to take shareholder action to ratify the actions of the Company’s board of directors on February 3, 2017 and to remove Guy Arnhold as a member of the Company’s board of directors, to the extent he has not already been removed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RACKWISE, INC.
DATE: March 22, 2017	By:	/s/ Patrick Imeson
DATE: March 31, 2017	By:	/s/ Patrick Imeson
		Patrick Imeson Interim Chief Restructuring Officer

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