UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE 14C
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C
INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
(Amendment
No.
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)
Check the appropriate
box:
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Preliminary information statement
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Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
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Definitive information statement
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IGAMBIT,
INC.
(Name of Registrant
as Specified in Charter)
Payment of Filing
Fee (Check the appropriate box):
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No fee required.
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Fee computed on table
below per Exchange Act Rules 14c-5(g) and 0-11.
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Title of each class
of securities to which transaction applies:
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Aggregate number of
securities to which transactions applies:
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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N/A
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Proposed maximum aggregate
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N/A
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Fee paid previously
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Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
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Amount previously paid:
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Form, Schedule or Registration
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Date Filed:
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IGAMBIT, INC.
1050 W. Jericho
Turnpike, Suite A
Smithtown,
NY 11787
Dear Stockholders:
We are writing
to advise you that our Board of Directors and stockholders holding a majority of our outstanding voting capital stock have approved
an amendment to the articles of incorporation (the “Amendment”) to increase the total authorized common stock from
400 million shares of common stock, par value $0.001, to 900 million shares of common stock (the “Increase in Common Stock”).
These actions
were approved by written consent on August 8, 2018 by our Board of Directors and a majority of holders of our voting capital stock,
in accordance with Delaware General Corporation Law. Our directors and majority of the stockholders of our outstanding capital
stock, as voted through a unanimous vote of our Series A Preferred Stock, have approved the Amendment and the Increase in Common
Stock after carefully considering it and concluding that approving the Amendment and the Increase in Common Stock was in the best
interests of our Company and our stockholders. The Series A Preferred Stock is held by John Salerno, the Company’s
Chief Executive Officer and Chairman.
WE ARE NOT ASKING
YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is
required by you. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted
until a date at least twenty (20) days after the date of this Information Statement has been mailed to our stockholders. This
Information Statement is first mailed to you on or about August __, 2018.
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For
the Board of Directors of
IGAMBIT,
INC.
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By:
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/s/
John Salerno
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Name:
John Salerno
Title:
Chief Executive Officer
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IGAMBIT, INC.
1050 W. Jericho
Turnpike, Suite A
Smithtown,
NY 11787
INFORMATION
STATEMENT REGARDING
ACTION TO
BE TAKEN BY WRITTEN CONSENT OF
MAJORITY STOCKHOLDERS
IN LIEU OF
A SPECIAL MEETING
PURSUANT TO
SECTION 14(C) OF THE
SECURITIES
EXCHANGE ACT OF 1934
WE ARE NOT
ASKING YOU FOR A PROXY,
AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
GENERAL
This Information
Statement is being furnished to all holders of the common stock of iGambit, Inc. (the “Company”) as of August 8, 2018
in connection with the action taken by written consent of holders of a majority of the outstanding voting power of the Company
to authorize the Amendment and the Increase in Common Shares.
“We,”
“us,” “our,” the “Registrant” and the “Company” refers to iGambit, Inc., a Delaware
corporation.
SUMMARY OF CORPORATE
ACTIONS
ITEM 1
INFORMATION
STATEMENT
This Information
Statement is furnished to the stockholders of the Company in connection with our prior receipt of approval by written consents,
in lieu of a special meeting, of the holders of a majority of our outstanding voting power authorizing the Board of Directors
of the Company to amend the articles of incorporation of the Company (the “Amendment”) to effectuate an increase in
the authorized common stock from 400 million shares of common stock to 900 million shares of common stock (the “Increase
in Common Stock”). On August 8, 2018 the Company obtained the approval of the Amendment and the Increase in Common
Stock by written consent of the stockholders that are the record owners of our Series A Preferred Stock (the “Series A Stock”),
which by virtue of the Company’s Articles of Incorporation and Certificate of Designation, have the power to vote 51% of
the common shares of the Company in all matters brought before the stockholders. The name of the shareholder of record who holds
all the Series A Stock and who signed the written consent of shareholder is John Salerno, the Company’s Chief Executive
Officer and Chairman.
The Amendment
and the Increase in Common Stock cannot be effectuated until twenty (20) days after the mailing of this Information Statement
and after the filing of the amended Articles of Incorporation with Secretary of State of the State of Delaware with respect to
the Amendment and the Increase in Common Stock. The amendment to the Articles of Incorporation is to effectuate the Increase in
Common Stock.
The date on
which this Information Statement will be sent to stockholders will be on or about August _______, 2018 and is being furnished
to all holders of the common stock of the Company on record as of August _______, 2018.
The Board of
Directors, and persons owning a majority of the outstanding voting securities of the Company have unanimously adopted, ratified
and approved the proposed actions by the Company’s board of directors. No other votes are required or necessary.
The Annual Report
on Form 10-K for fiscal year ended December 31, 2017 and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018,
[June 30, 2018], and the Current Reports on Form 8-K filed by the Company during the past year with the Securities and Exchange
Commission may be viewed on the Securities and Exchange Commission’s web site at
www.sec.gov
in the Edgar Archives.
The Company is presently current in the filing of all reports required to be filed by it.
Only one information
statement is being delivered to multiple stockholders sharing an address, unless we have received contrary instructions from one
or more of the stockholders. We will undertake to deliver promptly upon written or oral request a separate copy of the information
statement to a stockholder at a shared address to which a single copy of the information statement was delivered. You may make
a written or oral request by sending a written notification to our principal executive offices stating your name, your shared
address, and the address to which we should direct the additional copy of the information statement or by calling our principal
executive offices at (631) 670-6777. If multiple stockholders sharing an address have received one copy of this information statement
and would prefer us to mail each stockholder a separate copy of future mailings, you may send notification to or call our principal
executive offices. Additionally, if current stockholders with a shared address received multiple copies of this information statement
and would prefer us to mail one copy of future mailings to stockholders at the shared address, notification of that request may
also be made by mail or telephone call to our principal executive offices.
VOTE REQUIRED
Pursuant to
the Company’s Bylaws and the Delaware Corporation General Law, a vote by the holders of at least a majority of the Company’s
outstanding votes is required to effect the Amendment and the Increase in Common Stock. The Company’s Articles of Incorporation
does not authorize cumulative voting. As of the record date, the Company had 144,092,610 (not including 10 million shares held
in treasury) voting shares of common stock issued and outstanding and 1,000 shares of Series A Stock issued and outstanding. The
consenting stockholders of the Series A Stock are entitled to 51% of the total votes. The consenting stockholders of Series A
Stock voted in favor of the Amendment and the Increase in Common Stock described herein in a unanimous written consent, dated
August 8, 2018.
PROPOSAL 1
AMENDMENT
TO OUR ARTICLES OF INCORPORATION
TO INCREASE
THE COMMON STOCK OF THE CORPORATION
Purpose and
Effect of Amendment
On August 8,
2018, our Board of Directors and all holders of our Series A Stock, believing it to be in the best interests of the Company and
its stockholders, approved the amendment to the Company’s Articles to increase the authorized common stock of the Company
from 400 million shares of common stock to 900 million shares of common stock.
The purpose
of this proposed increase in authorized common stock is to make available additional shares of common stock for issuance in subsequent
financing activities, acquisitions and other corporate purposes, without the requirement of further action by the stockholders
of the Company. More specifically, the Company expects to use some of the newly authorized shares of common stock as follows:
1)
Secure additional financing to continue the Company’s development;
2)
Enter into acquisitions of entities that can assist the Company in furthering its development; and
3)
Eliminate a portion of debt and payables currently on the Company’s balance sheet.
The Company
is investigating additional sources of financing and acquisitions which the Board of Directors believes will be in the best interests
of our stockholders. We also seek to clean-up elements of our balance sheet, which management believes is necessary for our future
growth and success. Increasing the authorized number of shares of common stock of the Company will provide greater flexibility
and allow the issuance of additional shares of common stock in most these cases without the expense or delay of seeking further
approval from the stockholders.
As of August
8, 2018, we had approximately 144,092,610 (not including 10 million shares held in treasury) million shares of common stock issued
and outstanding, exclusive of approximately 10,500,000 million warrants and options that could be exercised in the future, and
an estimated 60,000,000 million shares for the conversion of convertible note obligations.
The shares of
common stock do not carry any pre-emptive rights. The adoption of the Amendment will not of itself cause any changes in the Company’s
capital accounts.
The increase
in authorized common stock will not have any immediate effect on the rights of existing stockholders. However, the Board of Directors
will have the authority to issue authorized shares of common stock without requiring future approval from the stockholders of
such issuances, except as may be required by applicable law or exchange regulations. To the extent that additional authorized
shares of common stock are issued in the future, they will decrease the existing stockholders’ percentage equity ownership
interests and, depending upon the price at which such shares of common stock are issued, could be dilutive to the existing stockholders.
Any such issuance of additional shares of common stock could have the effect of diluting the earnings per share and book value
per share of outstanding shares of common stock of the Company.
One of the effects
of the increase in authorized common stock, if adopted, however, may be to enable the Board of Directors to render it more difficult
to or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and
thereby protect the continuity of present management. The Board of Directors would, unless prohibited by applicable law, have
additional shares of common stock available to effect transactions (including private placements) in which the number of the Company’s
outstanding shares would be increased and would thereby dilute the interest of any party attempting to gain control of the Company.
Such action could discourage an acquisition of the Company which the stockholders of the Company might view as desirable. The
Board of Directors has no current intention of using the newly authorized shares for this purpose.
Effective Time
of the Amendment
We intend to
file, as soon as practicable on or after the 20th day after this Information Statement is sent to our stockholders, an amendment
to our Articles of Incorporation effectuating the Increase in Common Stock with the Secretary of State of Delaware. The Amendment
to our Articles of Incorporation will become effective at the close of business on the date the Certificate of Amendment to the
Articles of Incorporation is accepted for filing by the Secretary of State of Delaware. It is presently contemplated that such
filing will be made approximately twenty (20) days from the date that this Information Statement is sent to our stockholders.
The text of the Certificate of Amendment to the Articles of Incorporation is subject to modification to include such changes as
may be required by the Delaware Secretary of State to effectuate the Amendment.
No Appraisal
Rights for the Amendment
Under Delaware
law, the Company’s stockholders are not entitled to appraisal rights with respect to the Authorized Common Stock Amendment
and the Company will not independently provide stockholders with any such right.
The form of
Amended Certificate of Incorporation, giving effect to the Current Action, is attached as Exhibit A.
BOARD OF DIRECTORS’
RECOMMENDATION
AND STOCKHOLDER
APPROVAL
On August 8,
2018, our Board of Directors voted to authorize and seek approval of our stockholders of an amendment to our Articles of Incorporation
to effect the Increase in Common Stock. In the absence of a meeting, the affirmative consent of holders of a majority of the vote
represented by our outstanding shares of Series A Stock was required to approve the Increase in Common Stock of the Company. Because
holders of all shares of Series A Stock signed a written consent in favor of the amendment to the Articles of Incorporation, we
are authorized to amend the Articles of Incorporation to effect the Increase in Common Stock. The Amendment and the Increase in
Common Stock will be effective upon the filing of an amendment to the Articles of Incorporation with the Secretary of State of
the State of Delaware, which is expected to occur as soon as reasonably practicable on or after the 20th day following the mailing
of this Information Statement to stockholders.
The information
contained in this information statement constitutes the only notice we will be providing stockholders.
QUESTIONS
AND ANSWERS REGARDING
THE PROPOSED
INCREASE IN COMMON STOCK
Q. HAS THE BOARD
OF DIRECTORS APPROVED THE PROPOSALS TO EFFECT THE PROPOSED INCREASE IN COMMON STOCK?
A. All members
of the Board of Directors have approved the proposal to authorize the board to effectuate the Increase in Common Stock as is in
the best interests of the Company and the best interests of the current stockholders of the Company.
Q. WHAT VOTE
OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSAL BEING PASSED?
A. To approve
the proposal the affirmative vote of a majority of the potential votes cast as stock holders is required. Consents in favor of
the proposal have already been received from stockholders holding a majority of the voting power of the Company.
Q. WHAT WILL
I RECEIVE IF THE AMENDMENT IS COMPLETED?
A. The Amendment
will only modify the Articles of Incorporation.
Q. WHEN DO YOU
EXPECT THE AMENDMENT TO BECOME EFFECTIVE?
A. The Amendment
will become effective upon the filing of the Amendment with the Secretary of State of Delaware. We expect to file the Amendment
with the Secretary of State of Delaware no less than 20 days after this Information Statement has been sent to you.
Q. WHY AM I
NOT BEING ASKED TO VOTE?
A. The holders
of a majority of the issued and outstanding shares of our voting stock have already approved the Amendment pursuant to a written
consent in lieu of a meeting. Such approval, together with the approval of the Company’s Board of Directors, is sufficient
under Delaware law, and no further approval by our stockholders is required.
Q. WHAT DO I
NEED TO DO NOW?
A. You do not
need to do anything. This Information Statement is purely for your information and does not require or request you to do anything.
Q. WHO IS PAYING
FOR THIS INFORMATION STATEMENT?
A. The Company
will pay for the delivery of this Information Statement.
Q. WHOM SHOULD
I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A: Elisa Luqman,
Executive Vice President of the Company at elisa@igambit.com.
VOTE REQUIRED
FOR APPROVAL
In accordance
with the Delaware Corporation General Law, the following actions were taken based upon the unanimous recommendation and approval
by the Company’s Board of Directors and the written consent of the majority voting control of the stockholders.
The Board of
Directors of the Company has adopted, ratified and approved the Increase in Common Stock. The securities that are entitled to
vote to amend the Company’s Articles of Incorporation consist of all issued and outstanding shares of the Company’s
$0.001 par value Series A Stock outstanding on August 8, 2018, the record date for determining stockholders who are entitled to
notice of and to vote on the proposed amendment to the Company’s Articles of Incorporation.
VOTING SECURITIES
AND PRINCIPAL HOLDERS THEREOF
The Board of Directors
fixed the close of business on August 8, 2018 as the record date for the determination of the common and preferred stockholders
entitled to notice of the action by written consent.
At the record
date, the Company had 400 million shares of common stock authorized with a stated par value of $0.001, of which approximately
144,092,610 (not including 10 million shares held in treasury) million shares of common stock were issued and outstanding, excluding
warrants, options and shares estimated for the conversion of notes. The holders of shares of common stock are entitled to one
vote per share on matters to be voted upon by stockholders. The holder of the Series A Stock is entitled to a vote equal
to 51% of all matters brought before the common stockholders, and therefore, have majority voting control.
The holders
of shares of common stock are entitled to receive pro rata dividends, when and if declared by the Board of Directors in its discretion,
out of funds legally available therefore, but only if dividends on preferred stock have been paid in accordance with the terms
of the outstanding preferred stock and there exists no deficiency in the sinking fund for the preferred stock.
Dividends on
the common stock are declared by the Board of Directors. Payment of dividends on the common stock in the future, if any, will
be subordinate to the preferred stock (if provided in the stock’s Certificate of Designation), must comply with the provisions
of the Delaware Corporations Law and will be determined by the Board of Directors. In addition, the payment of any such dividends
will depend on the Company’s financial condition, results of operations, capital requirements and such other factors as
the Board of Directors deems relevant.
All of the holders
of the Series A Stock of the Company, as of the record date, have consented to the proposed amendment to the Articles of Incorporation.
These stockholders have consented to the action required to adopt the amendment of the Company’s Articles of Incorporation
to authorize the Increase in Common Stock. This consent was sufficient, without any further action, to provide the necessary stockholder
approval of the action.
SECURITY OWNERSHIP
OF EXECUTIVE OFFICERS, DIRECTORS
AND FIVE PERCENT
STOCKHOLDERS
The following
table sets forth certain information concerning the ownership of the Company’s common stock as of August 8, 2018 with respect
to: (i) each person known to the Company to be the beneficial owner of more than five percent of the Company’s common stock;
(ii) all directors and executive officers; and (iii) directors and executive officers of the Company as a group. The notes accompanying
the information in the table below are necessary for a complete understanding of the figures provided below. As of August 8, 2018,
there were 144,092,610 (not including 10 million shares held in treasury) shares of common stock issued and outstanding.
Security Ownership
of Certain Beneficial Owners
Name and Title
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Common
Shares Beneficially Owned
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%
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Series
A Preferred Shares Beneficially Owned
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%
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John Salerno,
C.E.O., Chairman of the Board, and Director
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5,000,000
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3.50
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1,000
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100.00
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Elisa Luqman, C.F.O., Executive
Vice President, General Counsel and Director
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5,685,000
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(1)
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4.00
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Jerry Robinson President,
HealthDatix
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3,750,000
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2.60
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MaryJo Robinson. EVP HealthDatix
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3,750,000
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2.60
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Kathleen Shepherd, CTO
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5,250,000
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(2)
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3.60
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Executive Officers and Directors as Group:
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23,435,000
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(3)
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16.30
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100.00
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(1) Includes 685,000
shares of common stock held by Muhammad Luqman, Ms. Luqman’s husband.
(2) Includes 1,500,000
shares of common stock held by Edwin Shepherd, Ms. Shepherd’s husband.
(3) Includes the
disclosures in footnotes 1 through 2 above.
The applicable
percentage of ownership for each beneficial owner is based on 144,092,610 (not including 10 million shares held in treasury) shares
of common stock outstanding as of August 8, 2018. In calculating the number of shares beneficially owned by a stockholder and
the percentage of ownership of that stockholder, shares of common stock issuable upon the exercise of options or warrants, or
the conversion of other securities held by that stockholder, that are exercisable within 60 days, are deemed outstanding for that
holder; however, such shares are not deemed outstanding for computing the percentage ownership of any other stockholder.
INTEREST OF
CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director,
executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed increase in the number of
authorized shares of the Company’s common stock or in any action covered by the related resolutions adopted by the Board
of Directors, which is not shared by all other stockholders.
FORWARD-LOOKING
STATEMENTS
This information
statement may contain certain “forward-looking” statements (as that term is defined in the Private Securities Litigation
Reform Act of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing our
expectations or beliefs regarding our Company. These forward-looking statements include, but are not limited to, statements concerning
our operations, economic performance, financial condition, and prospects and opportunities. For this purpose, any statements contained
herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality
of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,”
“intend,” “could,” “estimate,” “might,” or “continue” or the negative
or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by
their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ
materially depending on a variety of important factors, including factors discussed in this and other of our filings with the
U.S. Securities and Exchange Commission.
WHERE YOU
CAN FIND MORE INFORMATION
We are subject
to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the Securities
Exchange Act, we file periodic reports, documents, and other information with the Securities and Exchange Commission relating
to our business, financial statements, and other matters. These reports and other information may be inspected and are available
for copying at the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549. Our SEC filings
are also available to the public on the SEC’s website at
http://www.sec.gov
.
WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
. This information statement is for informational purposes
only. Please read this information statement carefully.
Dated: August __,
2018
By Order of the
Board of Directors
/s/ John Salerno
Chairman
Exhibit
A
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
IGAMBIT
INC.
The
corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, in accordance
with the provisions of Section 372 of Title 8 of the Delaware Code does hereby certify:
FIRST
:
That at a meeting of the Board of Directors of iGambit Inc., resolutions were duly adopted setting forth a proposed amendment
to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED,
that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FOURTH”
so that, as amended, said Article shall be and read as follows:
“The
total number of shares of stock which the Corporation shall have authority to issue is nine hundred million (900,000,000) shares
consisting of eight hundred million (800,000,000) shares of Common Stock with a par value of one tenth of one cent ($.001) per
share, and one hundred million (100,000,000) shares of Preferred Stock par value of one tenth of one cent ($.001) per share, having
such designations, preferences, relative and other rights as the Board of Directors shall, in its discretion, so designate.”
SECOND:
That thereafter, in accordance with Section 228 of the General Corporation Law
of the State of Delaware, a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock
of each class entitled to vote thereon as a class, approved the foregoing amendment.
THIRD:
That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN
WITNESS WHEREOF
, said corporation has caused this certificate to be signed this 8
th
day of August, 2018 A.D.
By:
__________________________
Elisa
Luqman, Secretary