Current Report Filing (8-k)
August 06 2018 - 4:06PM
Edgar (US Regulatory)
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) August 6, 2018
iGambit
Inc.
(Exact name of registrant
as specified in its charter)
Delaware
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000-53862
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11-3363609
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.
)
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1050
W. Jericho Turnpike, Suite A
Smithtown, New York
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11787
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(Address
of principal executive offices)
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(Zip
Code)
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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):
☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03 Material Modification to Rights of Security
Holders.
1.
On August 2, 2018, the Registrant Filed a Certificated of Designation for a class of
preferred stock designated Series A Preferred Stock (“Series A”). There are 1,000 shares of Series A designated.
The
Holders of Series A shall have voting rights, when combined with their existing holdings of the Registrant’s common stock,
that entitle them to have an aggregate of 51% of the votes eligible to be cast by all stockholders with respect to all matters
brought before a vote of the stock holders of the Registrant.
Series A has no conversion, dividend
or liquidation rights and has
mandatory redemption conditions.
Accordingly, the holders of
Series A will, by reason of their voting power be able to control the affairs of the Registrant. The foregoing is only a summary
of the certificate of designation for the Series A, which is filed as an exhibit hereto, The Registrant has issued 1,000 shares
of A Stock to John Salerno, giving him effective voting control over the Registrant’s affairs.
Item
9.01 Financial Statements and Exhibits
Financial
Information
None
Exhibits:
3.1
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Certificate of Designation
Series A Preferred Stock
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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: August 6, 2018
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iGambit Inc.
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By:
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/s/ Elisa Luqman
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Elisa Luqman
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Chief Financial officer
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Exhibit
Index
Exhibit
No. Description
3.1
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Certificate of Designation
Series A Preferred Stock
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