Converted by EDGARwiz

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) November 11, 2015

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 November 5, 2015, iGambit Inc. (“iGambit” or the “Company”), through its wholly owned

subsidiary Gotham Innovation Lab, Inc. (“Gotham”), announced that it completed the sale of certain

assets of Gotham to VHT Inc. (“VHT”) in accordance with an Asset Purchase Agreement (the “Purchase

Agreement”) by and between Gotham and VHT.

Pursuant to the Purchase Agreement the Company received $600,000 in consideration, $400,000 of

the consideration was received at closing and the remaining $200,000 portion of the consideration is

subject to twelve (12) equal monthly payments beginning January 2016.

The sale included certain of the assets of the Gotham, including the Elliman customer agreement, all

customer accounts, all vendor agreements and all the intellectual property.

The description of the Purchase Agreement set forth above does not purport to be complete and is

qualified in its entirety by reference to the full text of the Purchase 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 November 11, 2015 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 8.01 Other Events

On November 11, 2015, iGambit issued a press release announcing that it had completed the Sale of

Gotham. 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

Not Applicable.

(b) Pro Forma Financial Information

Not Applicable.

(c) Shell Company Transactions.

Not Applicable.

(d) Exhibits

The following Exhibits are filed as part of this Report

2.1

Asset Purchase Agreement by and between Gotham Innovation Lab, Inc. and VHT, Inc.

dated November 5, 2015.

99.1

Press release of iGambit Inc. dated November 11, 2015.

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: November 11, 2015

iGambit Inc.

By:

/s/ John Salerno

John Salerno

Chief Executive Officer

Exhibit Index

Exhibit No.

Description

2.1

Asset Purchase Agreement by and between Gotham Innovation Lab, Inc. and VHT, Inc.

dated November 5, 2015.

99.1

Press release of iGambit Inc. dated November 11, 2015.