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) January 31, 2017
iGambit Inc.
(Exact name of registrant as specified in its charter)
Delaware
000-53862
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
1050 W. Jericho Turnpike, Suite A
11787
Smithtown, New York
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (631) 670-6777
(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 (see General Instruction A.2. below):
¨
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 3.02. Unregistered Sales of Equity Securities.
On January 27, 2017, iGambit
Inc., a Delaware
corporation (the Company) entered into a
common stock subscription agreement (the Subscription Agreement) with GMI19, LLC, an
accredited
investor
(the
Investors)
relating
to
the
issuance
and
sale
of
the
Company’s
common
stock in a private placement.
On January
27, 2017,
the Company
closed
the private
placement and
sold a
total
of
2,000,000
shares
of
restricted
common
stock
(the
Shares)
to
the
Investor
at
$.05
per
share,
for
aggregate consideration of $100,000.
The Shares were issued in reliance upon the exemptions from registration under the
Securities
Act
of
1933,
as
amended,
provided
by
Section
4(a)(2)
and
Rule
506
of
Regulation
D
promulgated
thereunder.
The
Investors
in
the
private
placement
are
accredited
investors
as
that
term is defined in Rule 501 of Regulation D and acquired the
Shares
for investment only and not
with
a present view
toward,
or
for
resale in connection with,
the public sale
or
distribution
thereof.
ITEM 9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit Number
Title of Document
10.1
Form of Subscription Agreement
SIGNATURES
Pursuant
to
the
requirements
of
the
Securities
Exchange
Act
of
1934,
the
Registrant
caused
this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 31, 2017
iGambit Inc.
By:
/s/ Elisa Luqman
Elisa Luqman
Chief Financial Officer
Exhibit Index
Exhibit Number
Title of Document
10.1
Form of Subscription Agreement