THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF IGAMBIT INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
IGAMBIT
INC
1050W.Jericho
Tpke, Suite A
Smithtown,
NY 11787
Phone
631-670-6777 Fax 516-512-7937
INFORMATION
STATEMENT
December
19, 2017
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
To
the Holders of Common Stock of iGambit Inc.:
This
Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C
of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), to the holders (the “
Stockholders
”) of common stock, par value $0.001 per share (the “
Common Stock
”), of iGambit Inc., a Delaware
corporation (the “
Company
”), to notify such Stockholders that on November 29, 2017, the Company received a
majority written consent in lieu of a meeting of the holders of the Company in accordance with Delaware General Corporation Law.
The holders authorized the following:
•
|
The approval of an
amendment to of the articles of incorporation of the Company (the “Articles”) to increase (the “Authorized
Common Stock Increase”) the maximum number of shares of stock that the Company shall be authorized to have outstanding
at any time to Five Hundred Million (500,000,000) shares of Common Stock with no preemptive rights.
|
The
Authorized Common Stock Increase, is hereinafter referred to as the “Current Action”.
The
enclosed information statement contains information pertaining to the Current Action.
On
November 28, 2017, the Board of Directors of the Company (the “
Board
”) approved the Current Action, and recommended
the Current Action for approval to the holders having the power to vote with respect to the Common Stock.
On
November 29, 2017, the Majority Stockholders, consisting of John Salerno 5,000,000 shares, Elisa Luqman 5,000,000 shares, and
EncounterCare Solutions Inc. 60,000,000 shares, approved the Current Action by written consent in lieu of a meeting in accordance
with Delaware law. Accordingly, your consent is not required and is not being solicited in connection with the approval of the
Current Action.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
INFORMATION
STATEMENT
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The
Board believes that the Current Action is in the best interest of the Company and the Stockholders as the increase in Authorized
Shares Stock will afford the Company greater flexibility in seeking capital and potential acquisition targets. No assurance
can be given that any of the foregoing will ultimately be proven to be correct.
The
Board approved the Current Action on November 28, 2017 and the Majority Stockholders approved the Current Action on November 29,
2017.
ACTIONS
TO BE TAKEN
This
Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the Majority Stockholders.
AMENDMENT
OF ARTICLES OF INCORPORATION
AUTHORIZED
COMMON STOCK INCREASE
On
November 28, 2017, the Board unanimously approved an amendment to our Articles to increase the number of shares of Common Stock
which the Company is authorized to issue from Three Hundred (300,000,000) to Five Hundred Million (500,000,000) shares of Common
Stock, $0.001 par value per share (the “Capitalization Amendment”).
The
Board believes that the Authorized Common Stock Increase will afford the Company greater flexibility in seeking capital. The
Board has no immediate plans, understandings, agreement or commitments to issue shares of Common Stock for any purposes. If the
Board elects to issue additional shares of Common Stock, such issuance could have a dilutive effect on the earnings per share,
book value per share, voting power and stockholdings of current Stockholders.
Under
our Articles, our shareholders do not have preemptive rights with respect to issuances of Common Stock. Thus, should
the Board elect to issue additional shares of Common Stock, existing Stockholders would not have any preferential rights to purchase
such shares. If the Board elects to issue additional shares of Common Stock, such issuance could have a dilutive effect on the
earnings per share, book value per share, voting power and stockholdings of current Stockholders.
A
copy of the Certificate of Amendment to the Articles of Incorporation giving effect to the Current Action, in substantially the
form to be filed with the Secretary of State of the State of Delaware, is attached to this Information Statement as Exhibit A.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form
10-K and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”).
Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis
and Retrieval System (“EDGAR”).
OUTSTANDING
VOTING SECURITIES
As
of the date of the Consent by the Majority Stockholders, November 29, 2017 the Company had 124,393,766 shares of Common Stock
issued and outstanding, and there were no shares of Preferred Stock issued and outstanding. Each share of outstanding Common Stock
is entitled to one vote on matters submitted for Stockholder approval.
On
November 29, 2017, the holders of 70,000,000 shares (or approximately 56% of the 124,393,766 shares of Common Stock then outstanding)
executed and delivered to the Company a written consent approving the Current Action. As the Current Action was approved by the
Majority Stockholders, consisting of John Salerno 5,000,000 shares, Elisa Luqman 5,000,000 shares, and EncounterCare Solutions,
Inc., 60,000,000 shares, no proxies are being solicited with this Information Statement.
The
DCGL provides in substance that unless the Company’s Articles provides otherwise, Stockholders may take action without a
meeting of stockholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed
by the Stockholders having not less than the minimum number of votes that would be necessary to take such action at a meeting
at which all shares entitled to vote thereon were present.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following information table sets forth certain information regarding the Common Stock owned on November 29, 2017 by (i) each person
who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and officer,
and (iii) all officers and directors as a group:
Names and Address of Directors, Officers and
5% Stockholders (1)
|
|
Shares
Owned
Number
|
|
Percent
|
John Salerno,
CEO President and Director
567 Pulaski Road
Kings Park, NY 11754
|
|
|
5,000,000
|
|
|
|
4
|
%
|
Elisa Luqman, General
Counsel and Director (2)
37 Harrison drive
Northport, NY 11768
|
|
|
5,685,000
|
|
|
|
4.6
|
%
|
George Dempster, Director
|
|
|
392,000
|
|
|
|
.3
|
%
|
EncounterCare Solutions,
Inc.
2401 PGA Blvd
Suite 196 East
Palm Beach Gardens, FL 33410
|
|
|
60,000,000
|
|
|
|
48.2
|
%
|
Rory T. Welch
235
Sunset Drive
Northfield, IL 60093
|
|
|
11,500,000
|
|
|
|
9.2
|
%
|
All Directors and Officers
as a Group
|
|
|
10,392,000
|
|
|
|
8.4
|
%
|
(1)
|
The persons
named in this table have sole voting and investment power with respect to all shares of common stock reflected as beneficially
owned by each, except for Elisa Luqman who has sole voting and investment power with respect to 5,000,000 shares of common
stock .
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(2)
|
Elisa Luqman’s
beneficially owned shares include her husband Muhammad Luqman who has voting and investment power with respect to 685,000
shares as a .6% shareholder.
|
DISSENTER’S
RIGHTS OF APPRAISAL
The
Stockholders have no right under the DGCL, the Articles consistent with above or by-laws to dissent from any of the provisions
adopted in the Amendments.
EFFECTIVE
DATE OF CURRENT ACTION
Pursuant
to Rule 14c-2 under the Exchange Act, the Current Action shall not be effective until a date at least twenty (20) days after the
date on which the Definitive Information Statement has been mailed to the Stockholders. The Company anticipates that the actions
contemplated hereby will be effected on or about the close of business on January 19, 2018.
MISCELLANEOUS
MATTERS
The
entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the
Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.
Our costs are estimated at approximately $2100.
The
Board of Directors has fixed the close of business on November 29, 2017, as the record date (the “Record Date”) for
the determination of Stockholders who are entitled to receive this Information Statement.
You
are being provided with this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule
14C thereunder.
This
Information Statement is being mailed on or about December 20, 2017 to all Stockholders of record as of the Record Date.
Date:
December 19, 2017
By
Order of the Board of Directors
IGAMBIT
INC.
/s/
John Salerno
John
Salerno
Chief
Executive Officer
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