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) February 15, 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 2.01       Completion of Acquisition or Disposition of Assets

On   February    14,   2017,    iGambit   Inc.,   (the   “Company”),   consummated   the   acquisition   of

HubCentrix   Inc.   (the   “Acquired   Business”)   in   accordance   with   a   Stock   Exchange   Agreement

(the   “Agreement”)   by and   among,    Jerry Robinson   Mary-Jo   Robinson,   Kathleen   Shepherd,   Nora

Minor,  Sandra  Gacio  and  Edwin  Shepherd  the  shareholders  of  HubCentrix,  Inc.,  a  Florida

corporation (the ‘Shareholder”) and  the Company.

Pursuant   to   the   Agreement,   the   Shareholder will   sell,   convey,   transfer and   assign   to   the

iGambit,   and   the  iGambit  will  purchase  and  accept  from   the  Shareholder   all  right,   title  and

interest   in   and   to   all   the   issued   and   outstanding   shares   of   common   stock   of   HubCentrix   Inc.,   in

exchange   for fifteen   million   15,000,000   shares   of   restricted   common   stock   of   iGambit,   issued   as

set forth in (1) and (2) below

(1)    13,500,000   shares   of   iGambit   Common   stock   to   the   Seller,   and/or   Seller’s   designees

at Closing and;

(2)   the   Holdback   Amount   of   1,500,000   shares   of   iGambit   Common   stock   to   be   paid   to

the Shareholder on later of (i) the first (1 st ) anniversary of completion of the first audit

of   the   Company   after   the   Closing,   or   (ii)   that   date   which   is   twelve   (12)   months   from

the   Closing,   provided   that   in   the   event   the   Company   has   any   claims   for

indemnification  against  the  Shareholder   under  the  Agreement,  the  Company   shall

continue to withhold the portion of the Holdback Amount subject to such   claims until

the parties fully and finally resolve such claims.

In   connection   with   its   acquisition   of   the   Acquired   Business   within   thirty   (30)   days   of

Closing,   HubCentrix   will   be   entering   into   Employment   and   Restrictive   Covenant   Agreements

(the    “Employment    Agreements”)    with    Jerry    Robinson,    Mary    Jo    Robinson    and    Kathleen

Shepherd,    as    President    and    CEO,    Executive    Vice    President    of    Marketing    and    Business

Development    and    Executive    Vice    President    of    Operations,    respectively,    of    the    Acquired

Business.

The   description   of   the   Agreement   set   forth   above   does   not   purport   to   be   complete   and   is

qualified   in   its   entirety   by   reference   to   the   full   text   of   the   Agreement,   which   is   incorporated   by

reference into this Current Report on Form 8-K as Exhibit 2.1.

The Company issued a press release   on February 15, 2017 announcing the   consummation

of    the    acquisition.    A    copy  of    the    press    release    is    attached    hereto    as    Exhibit    99.1    and    is

incorporated by reference.

ITEM 1.01 Entry into a Material Definitive Agreement.

See   discussions   under   Item   2.01   for   information   concerning   material   agreements   entered

into in connection with the Company’s acquisition of HubCentrix Inc. and related transactions.



ITEM 3.02. Unregistered Sales of Equity Securities.

See   discussions   under   Item   2.01   for   information   concerning   material   agreements   entered

into in connection with the Company’s acquisition of HubCentrix Inc. and related transactions.

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 8.01 Other Events

On   February   15,   2017,   iGambit   issued   a   press   release   announcing   that   it   had   completed

the Acquisition of HubCentrix Inc. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)    Financial Statements of Business Acquired

The   Company   intends   to   amend   this   Current   Report   on   Form 8-K   to   file   the   required

financial statements within the time prescribed by this item.

(b)    Pro Forma Financial Information

The   Company intends   to   amend   this   Current   Report   on   Form   8-K to   file   the   required   pro

forma financial information within the time prescribed by this item.

(c)    Shell Company Transactions .

Not Applicable.

(d)    Exhibits

The following Exhibits are filed as part of this Report

2.1

Stock Exchange Agreement by and among, Jerry Robinson, Mary-Jo Robinson,

Kathleen Shepherd, Nora Minor, Sandra Gacio and Edwin Shepherd,

HubCentrix, Inc., and iGambit Inc. dated February 14, 2017.

99.1     Press release of iGambit Inc. dated February 15, 2017.



Forward–Looking Statements

This    report    regarding    the    Company’s    business    and    operations    includes    “forward-looking

statements”   within   the   meaning   of   the   Private   Securities   Litigation   Reform   Act   of   1996.   Such

statements   consist   of any statement   other than   a   recitation   of historical   fact   and   can   be   identified

by   the   use   of   forward-looking   terminology   such   as   “may,”   “expect,”   “anticipate,”   “intend”   or

“estimate”   or   the   negative   thereof   or   other   variations   thereof   or   comparable   terminology.   The

reader is cautioned that all forward-looking statements are speculative, and there are certain risks

and uncertainties   that   could   cause   actual   events   or results   to   differ from those   referred   to   in   such

forward-looking statements.   This   disclosure   highlights   some   of   the   important   risks   regarding the

Company’s   business.   The   primary   risk   attributable   to   the   Company   is   its   ability   to   attract   fresh

and   continued   capital   to   execute   its   comprehensive   business   strategy.   There   may   be   additional

risks  associated  with   the   integration   of   businesses   following   an   acquisition,   concentration   of

revenue    from    one    source,    competitors    with    broader    product    lines    and    greater    resources,

emergence   into   new   markets,   the   termination   of   any   of   the   Company’s   significant   contracts   or

partnerships,   the   Company’s   ability   to   comply   with   its   senior   debt   agreements,   the   Company’s

inability   to   maintain   working   capital   requirements   to   fund   future   operations,   or   the   Company’s

ability   to   attract   and   retain   highly   qualified   management,   technical   and   sales   personnel, and   the

other factors identified by us from time to time in the Company’s filings with the SEC. However,

the    risks    included    should    not    be    assumed    to    be    the    only    things    that    could    affect    future

performance.   We   may   also   be   subject   to   disruptions,   delays   in   collections,   or   facilities   closures

caused by potential or actual acts of terrorism or government security concerns.

All   forward-looking   statements   included   in   this   document   are   made   as   of   the   date   hereof,   based

on   information   available   to   us   as   of   the   date   thereof,   and   we   assume   no   obligation   to   update   any

forward-looking statements.

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:  February 15, 2017

iGambit Inc.

By:

/s/  John Salerno

John Salerno

Chief Executive Officer



Exhibit Index

Exhibit No.      Description

2.1

Stock Exchange Agreement by and among, Jerry Robinson Mary-Jo Robinson,

Kathleen Shepherd, Nora Minor, Sandra Gacio and Edwin Shepherd

HubCentrix, Inc., and iGambit Inc. dated February 14, 2017.

99.1

Press release of iGambit, Inc. dated February 15, 2017.

1