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   000-53862   11-3363609

(State or other jurisdiction of incorporation)

  (Commission File Number)  

(IRS Employer Identification No. )

 

1050 W. Jericho Turnpike, Suite A
Smithtown, New York
  11787
(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))

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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   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   iGambit Inc.
     
  By: /s/ Elisa Luqman
    Elisa Luqman
    Chief Financial officer

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Exhibit Index

 

Exhibit No. Description

3.1   Certificate of Designation Series A Preferred Stock

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CERTIFICATE OF DESIGNATION OF SERIES A

PREFERRED STOCK OF

IGAMBIT INC.

 

Pursuant to Section 151 of the General Company Law of the State of Delaware, iGambit, Inc., a Company organized and existing under the General Company Law of the State of Delaware (the “ Company ”), in accordance with the provisions of Section 103 thereof, does hereby submit the following:

WHEREAS, the Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”) authorizes the issuance of up to 100,000,000 shares of preferred stock, par value $0.001 per share, of the Company (“ Preferred Stock ”) in one or more series, and expressly authorizes the Board of Directors of the Company (the “ Board ”), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such series; and

WHEREAS, it is the desire of the Board to establish and fix the number of shares to be included in a new series of Preferred Stock and the designation, rights, preferences and limitations of the shares of such new series.

NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issue of a series of Preferred Stock and does hereby in this Certificate of Designation (the “ Certificate of Designation ”) establish and fix and herein state and express the designation, rights, preferences, powers, restrictions and limitations of such series of Preferred Stock as follows:

1. Designation . There shall be a series of Preferred Stock that shall be designated as “Series A Preferred Stock” (the “ Series A Preferred Stock ”) and the number of Shares constituting such series shall be 1,000. The rights, preferences, powers, restrictions and limitations of the Series A Preferred Stock shall be as set forth herein.

 

2. Preferred Dividends . The Holder(s) of the Series A Preferred Stock shall not be entitled to any dividends.

 

3. Voting . The Holders of Series A Preferred Stock shall have voting rights, when combined with their existing holdings of the Company’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 Company.

 

4. Mandatory Redemption . The Series A Preferred Stock shall be automatically redeemed by the Company in whole but not in part at $0.001 per share upon the first to occur (i) simultaneously with any closing or closings of equity or equity based securities of the Company which, in the aggregate, equals or exceeds $10 million in gross proceeds or (ii) simultaneously with an “up listing” of the Company’s common stock to trading on a national securities exchange.

5. Conversion . The Series A Preferred Stock is not convertible.

IN WITNESS WHEREOF, the Company has caused this Certificate of Designation to be duly executed by a duly authorized officer as of this 1 st day of August, 2018.

  iGambit Inc.
     
  By: /s/ Elisa Luqman
    Elisa Luqman
    Chief Financial officer

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