you cant litter negativity everywhere and then wonder why you have a trashy life -Pappy
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why do MMs drop the ask when people are hittin it?
USEI going down.... just like its CEO going down the path to jail from his glorious scams, and connections with stock criminals.
Up 25% and still a super bargain...we will be trading dollars soon here...load up at .10
wow...well there it is... nice find VC
Only days left...may happen tomorrow or Monday....buy some ECSL and get 3 stocks for the price of one...adding Hubcentrix to the list when it IPOs
WIN WIN WIN
damn that's like half a million bux....hope he diversified
the switch better turn on way before that'll ever happen
Guess your buying the rounds when we hit 10 bux!!!
no problem...just adding to the pile before closing bell
as usual
hope the on switch hits here soon... Im closing in on 102,000 shares and don't know how much longer I can keep playing
slojab its posted on the IGMB board...
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) February 15, 2017
iGambit Inc.
(Exact name of registrant as specified in its charter)
Delaware
000-53862
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
1050 W. Jericho Turnpike, Suite A
11787
Smithtown, New York
(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 2.01 Completion of Acquisition or Disposition of Assets
On February 14, 2017, iGambit Inc., (the “Company”), consummated the acquisition of
HubCentrix Inc. (the “Acquired Business”) in accordance with a Stock Exchange Agreement
(the “Agreement”) by and among, Jerry Robinson Mary-Jo Robinson, Kathleen Shepherd, Nora
Minor, Sandra Gacio and Edwin Shepherd the shareholders of HubCentrix, Inc., a Florida
corporation (the ‘Shareholder”) and the Company.
Pursuant to the Agreement, the Shareholder will sell, convey, transfer and assign to the
iGambit, and the iGambit will purchase and accept from the Shareholder all right, title and
interest in and to all the issued and outstanding shares of common stock of HubCentrix Inc., in
exchange for fifteen million 15,000,000 shares of restricted common stock of iGambit, issued as
set forth in (1) and (2) below
(1) 13,500,000 shares of iGambit Common stock to the Seller, and/or Seller’s designees
at Closing and;
(2) the Holdback Amount of 1,500,000 shares of iGambit Common stock to be paid to
the Shareholder on later of (i) the first (1 st ) anniversary of completion of the first audit
of the Company after the Closing, or (ii) that date which is twelve (12) months from
the Closing, provided that in the event the Company has any claims for
indemnification against the Shareholder under the Agreement, the Company shall
continue to withhold the portion of the Holdback Amount subject to such claims until
the parties fully and finally resolve such claims.
In connection with its acquisition of the Acquired Business within thirty (30) days of
Closing, HubCentrix will be entering into Employment and Restrictive Covenant Agreements
(the “Employment Agreements”) with Jerry Robinson, Mary Jo Robinson and Kathleen
Shepherd, as President and CEO, Executive Vice President of Marketing and Business
Development and Executive Vice President of Operations, respectively, of the Acquired
Business.
The description of the Agreement set forth above does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement, which is incorporated by
reference into this Current Report on Form 8-K as Exhibit 2.1.
The Company issued a press release on February 15, 2017 announcing the consummation
of the acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference.
ITEM 1.01 Entry into a Material Definitive Agreement.
See discussions under Item 2.01 for information concerning material agreements entered
into in connection with the Company’s acquisition of HubCentrix Inc. and related transactions.
ITEM 3.02. Unregistered Sales of Equity Securities.
See discussions under Item 2.01 for information concerning material agreements entered
into in connection with the Company’s acquisition of HubCentrix Inc. and related transactions.
The Shares were issued in reliance upon the exemptions from registration under the
Securities Act of 1933, as amended, provided by Section 4(a)(2) and Rule 506 of Regulation D
promulgated thereunder. The Investors in the private placement are accredited investors as that
term is defined in Rule 501 of Regulation D and acquired the Shares for investment only and not
with a present view toward, or for resale in connection with, the public sale or distribution
thereof.
ITEM 8.01 Other Events
On February 15, 2017, iGambit issued a press release announcing that it had completed
the Acquisition of HubCentrix Inc. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The Company intends to amend this Current Report on Form 8-K to file the required
financial statements within the time prescribed by this item.
(b) Pro Forma Financial Information
The Company intends to amend this Current Report on Form 8-K to file the required pro
forma financial information within the time prescribed by this item.
(c) Shell Company Transactions .
Not Applicable.
(d) Exhibits
The following Exhibits are filed as part of this Report
2.1
Stock Exchange Agreement by and among, Jerry Robinson, Mary-Jo Robinson,
Kathleen Shepherd, Nora Minor, Sandra Gacio and Edwin Shepherd,
HubCentrix, Inc., and iGambit Inc. dated February 14, 2017.
99.1 Press release of iGambit Inc. dated February 15, 2017.
Proper spelling is explosion...and you are correct that all things are pointing to an explosion in the next 2 weeks
hes gonna be guilty alright....gonna be guilty of makin us Filthy stinkin rich
what did you hear buddy? Can you share?
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 15, 2016
iGambit Inc.
(Exact name of registrant as specified in its charter)
Delaware
000-53862
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
1050 W. Jericho Turnpike, Suite A
11787
Smithtown, New York
(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 8.01 Other Events
On August 15, 2016 iGambit Inc. (the ‘Company”), entered into a Letter of Intent (the “LOI”)
with EncounterCare Solutions Inc. (ECSL), an Energy and Healthcare company that operates its
business through three divisions, the Energy Division, the Healthcare Technology Division and
the Healthcare Services Division.
Pursuant to the LOI, at closing, iGambit Inc. (“iGambit”) will acquire certain assets of
EncounterCare Solutions Inc. (EncounterCare), including its CyberCare Health Network
Division and will assume certain specifically identified operating liabilities of EncounterCare.
Payment for the acquisition will be made in the form of sixty million (60,000,000) shares of
iGambit common stock.
The LOI has certain binding and non-binding obligations, including the acquisition consideration
which is subject to adjustment and the transaction is subject to various conditions to closing,
including satisfactory completion of due diligence, approval of the Company’s shareholders, if
required, and definitive documentation. There can be no assurance that the transactions
contemplated by the LOI will be consummated. The LOI and this Current Report on Form 8-K
do not constitute an offer to buy, or solicitation of an offer to sell, any securities of the Company
and no offer or sale of such securities will be made in any jurisdiction where it would be
unlawful to do so.
ITEM 7.01 Regulation FD Disclosure
On August 15, 2016, the Company issued a press release announcing the LOI, a copy of which is
attached hereto as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are filed as part of this Report:
99.1 Press Release related to Announcement of Letter of Intent dated August 15, 2016.
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: August 15, 2016
iGambit Inc.
By:
/s/ Elisa Luqman
Elisa Luqman
Chief Financial Officer
quietly over 60k volume...March is gonna be HUGE!!!
those were my 2 paints...don't steal my glory man
Nothin to brag about but financials were released this month...
the month may be over but the week is still young and if the Gambit deal closes this week than ECSL can focus on ECSL
March is gonna be a great month here....mark my words
if it don't happen I will join you Debbie Downers
Ill take 10% green anyday...
$IGMB
Igambit article from yesterday....
https://piedmontregister.com/following-the-numbers-for-igambit-inc-otcpkigmb/23604/
me too...hope it rebounds...down 4% since I bought in
WOW this is the gift that's keeps on giving!!!!
so to be clear...total of ECSL and IGMB shares combined will get a 1 to 1 share of the new IPO ???
And we will also get a 1 to 1 for IGMB for all ECSL shares owned?
im confused?
The HealthDatix company will IPO and as an IGMB and ECSL shareholders, you will get those shoes size well.
LOL...maybe ??? 3 different entities???
Thanks Deshade for your response...
Remember im a country boy...can you put that in plain simple country boy terms?
Thanks LTA....don't want to sell just yet....would like to watch them grow for a while ...could be multi-dollar a share too soon enough
Thanks M1...I want to make sure Im doing everything right so I don't miss out!!!
country boy question since im pretty new to all this...im curious how the process unfolds when/how we are issued our shares of the IGMB after the date of record?
Hopefully you BOUGHT BOUGHT BOUGHT... cuz theres a very good chance its happening this week
I took my own advice and picked up another 3k shares today before the date of record announcement comes out
only a few days left here to buy shares of ECSL and get the almost 1 to 1 shares of IGMB added to your portfolio...
We may get the announcement any day now...time to BUY BUY BUY or miss out
ECSL ...the gift that keeps on giving!!!
Easily will go up 2500% IMO....you are safe . Buy some while its cheap now...
no need to worry
Now selling in Canada Ecoflex 96 at cost...we don't want to make any money....lol
we don't want to make any money we just like the exercise
the time is here...and load up for the ride
ECSL...Fuel of the future
Cash pouring in as fast as gas can be sold...new staff hired and opening new stations as fast as they can now in Canada.
Fuel sales going extremely well now...last Q isn't showing any fuel sales
Winter blend passed the test up in Canada with flying colors...winter in Florida is a little different
its the only methane fuel in existence and proving it 1st in a quiet manner is key to get any bugs out if necessary
Gonna be filthy stinkin rich soon...a couple weeks ECSL will be trading in dollars
CEO in Canada opening more stations this week...this thing getting ready to explode!!!
HOLY SMOKES!!! LEFT FOR AN HOUR 400K VOLUME ...WTH?
You will face your greatest opposition when you are closest to your biggest miracle.
— Shannon L. Alder
Got ECSL?
yes it does and your getting in at the right time...grab as many share as you can while its cheap... things are getting very interesting
Volumes up almost 3x average today and we are near the top of the breakout board getting new eyes on ECSL...
Things are lookin up IMO