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
Exhibit Index
Exhibit No. Description
99.1 Press Release related to Announcement of Letter of Intent dated August 15, 2016.
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