Amended Current Report Filing (8-k/a)
September 12 2018 - 2:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) September 12, 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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EXPLANATORY
NOTE
This
Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) is being filed by iGambit Inc., a Delaware
Corporation (“iGambit”) for the purpose of providing additional disclosure pursuant to Item 5.01 Change in Control
of Registrant.
Item
3.03 Material Modification to Rights of Security Holders.
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.
I
tem
5.01 Changes in Control of Registrant.
On
August 2, 2018, the Board of Directors of the Registrant issued 1,000 shares of Series A stock to its CEO John Salerno, in consideration
for his services to the Registrant for the past two years without salary. The Series A Stock, when combined with the existing
holdings of the Registrant’s common stock, gives him 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, which gives him effective voting control
over the Registrant’s affairs
Item
9.01 Financial Statements and Exhibits
Financial
Information
None
Exhibits:
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: September 12, 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