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) July 26, 2017

iGambit Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

000-53862

 

11-3363609

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)


 

 

 

1050 W. Jericho Turnpike, Suite A
Smithtown, New York

 

11787

(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 7.01  

Regulation FD Disclosure


On July 26, 2017, iGambit Inc. (the Company ) sent a letter to its shareholders highlighting recent events year to date and its focus for the business going forward.

 

A copy of the letter to shareholders is attached as Exhibit 99.1 hereto.

 

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS


(a)   Financial Statements of Business Acquired


Not Applicable.


(b)   Pro Forma Financial Information


Not Applicable.


(c)   Shell Company Transactions .


Not Applicable.


(d)   Exhibits


The following Exhibits are filed as part of this Report


99.1

iGambit Inc. Letter to Shareholders dated July 26, 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:  July 26, 2017

iGambit Inc.


By:

  /s/  Elisa Luqman

Elisa Luqman

Chief Financial Officer






Exhibit Index


Exhibit No.

Description

99.1

iGambit Inc. Letter to Shareholders dated July 26, 2017.