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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.

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: February 15, 2017

iGambit Inc.

By:

/s/ John Salerno

John Salerno

Chief Executive Officer

Exhibit Index

Exhibit No. Description

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.