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) January 31, 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 3.02. Unregistered Sales of Equity Securities.
On January 27, 2017, iGambit Inc., a Delaware corporation (the Company) entered into a
common stock subscription agreement (the Subscription Agreement) with GMI19, LLC, an
accredited investor (the Investors) relating to the issuance and sale of the Company’s common
stock in a private placement.
On January 27, 2017, the Company closed the private placement and sold a total of
2,000,000 shares of restricted common stock (the Shares) to the Investor at $.05 per share, for
aggregate consideration of $100,000.
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 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
Title of Document
10.1
Form of Subscription Agreement
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: January 31, 2017
iGambit Inc.
By:
/s/ Elisa Luqman
Elisa Luqman
Chief Financial Officer
AI
