Item 1.01 Entry into a Material Definitive Agreement
On March
30, 2017 iGambit Inc. (the “Company”) entered into a securities purchase
agreement
(the
“Purchase
Agreement”)
with
an
accredited
investor
pursuant
to
an
exemption
under
section
4(a)(2)
of
the
securities
act
of
1933
(the
“March
30
2017
Investors”),
pursuant
to
which the Company agreed to sell, and the March 30, 2017 Investors agreed to purchase,
convertible
debentures
(the
“March
30
2017
Debenture”)
in
the
aggregate
principal
amount
of
$75,000.
The basis terms of the March 30, 2017 Debenture are:
Instrument: $75,000 Convertible Promissory Note due nine (9) months after issuance
(the “Note”)
Interest:
8% Per annum interest not due until maturity
Conversion:
One hundred eighty (180) days following the date of funding and
thereafter, the Note shall be convertible into shares of common stock of
the Company (“Common Stock”).
The conversion price shall be subject to a discount of 35%. The
conversion price shall be determined on the basis of the three (3) lowest
closing bids for the Common Stock during the prior ten (10) trading day
period.
The Investor will be limited to convert no more than 4.99% of the issued
and outstanding Common Stock at the time of conversion at any one time.
Prepayment:
At any time during the period beginning on the date of the Note and
ending on the date which is 180 days thereafter, the Company may repay
the Note by paying an amount equal to the then outstanding amount
multiplied by 120%.
The
foregoing
description
of
the
Purchase
Agreement
and
the
March
30
2017
Debenture
does
not
purport
to
be
complete
and
is
qualified
in
its
entirety by reference
to
the
full
text
of
the
documents,
which
are
filed
as
exhibits
to
this
Current
Report
on
Form
8-K
and
is
incorporated
herein by reference.
On
April
3,
2017
iGambit
Inc.
(the
“Company”)
entered
into
a
Convertible
Promissory
Note (the
April
3,
2017
Debenture”)
with
an
accredited
investor pursuant
to
an
exemption
under
section 4(a)(2) of the securities act of 1933
(the “April 3, 2017 Investors”), pursuant to which the
April 3,
2017 Investors agreed
to lend
and the Company
agreed to repay
the April 3
2017
Investors the aggregate principal amount of $125,000.
The basis terms of the April 3, 2017 Debenture are:
Instrument: $125,000 Convertible Promissory Note due twelve (12) months after
issuance (the “Note”)
Interest:
12% Per annum interest not due until maturity
Conversion:
One hundred eighty (180) days following the date of funding and
thereafter, the Note shall be convertible into shares of common stock of
the Company (“Common Stock”).
The conversion price shall be subject to a discount of 50%. The
conversion price shall be determined on the basis of the lowest VWAP
(Volume Weighted Average Price) of the Common Stock during the prior
twenty (20) trading day period.
The Investor will be limited to convert no more than 4.99% of the issued
and outstanding Common Stock at the time of conversion at any one time.
Prepayment:
At any time during the period beginning on the date of the Note and
ending on the date which is 180 days thereafter, the Company may repay
the Note by paying an amount equal to the then outstanding amount
multiplied by 135%.
The foregoing description of the April 3, 2017 Debenture does not purport to be complete
and is qualified in its entirety by reference to the full text of the document, which is filed as an
exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Exhibits
The following Exhibits are filed as part of this Report:
10.13 Security Purchase Agreement dated as of March 30, 2017 by and between PowerUp
Lending Group. LLC, a Virginia corporation, and iGambit Inc.,
a Delaware corporation.
10.14 March 30 2017 Convertible Debenture by and between
PowerUp
Lending Group.
LLC, a
Virginia corporation (“Holder”), and iGambit Inc.,
a Delaware corporation (“Borrower”).
10.15
April
3
2017 Convertible Debenture
2017
by and
between
JSJ
Investments
Inc., a
Texas
corporation (“Holder”), and iGambit Inc., a Delaware corporation (“Borrower”).