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EX-3.1 - AMENDMENT TO CERT OF INCORP - Clinigence Holdings, Inc. | exhibit31.htm |
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 25, 2014
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)
Registrants 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of November 24, 2014, the Certificate of Incorporation of iGambit Inc., a Delaware
Corporation (the Company), was amended to increase the total number of authorized shares of the Company from
75,000,000 shares to three hundred million (300,000,000) shares, consisting of two hundred million (200,000,000)
shares of Common Stock with a par value of one tenth of one cent ($.001) per share, and one hundred million
(100,000,000) shares of Preferred Stock par value of one tenth of one cent ($.001) per share, having such
designations, preferences, relative and other rights as the Board of Directors shall, in its discretion, so designate (the
Current Action). The increase in the number of authorized shares of the Companys stock and the creation of a
preferred class of stock was effected pursuant to a Certificate of Amendment to Certificate of Incorporation (the
Certificate of Amendment) filed with the Secretary of State of the State of Delaware on November 24, 2014. The
Certificate of Amendment was approved by the Companys stockholders on October 3, 2014 by written Consent in
lieu of a meeting in accordance with Delaware Corporate General Law (DCGL), as further described in Item 5.07 of
this Current Report of Form 8-K. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of the date of the Consent by the Majority Stockholders, October 3, 2014, the Company had 26,583,990
shares of Common Stock issued and outstanding, and there were no shares of Preferred Stock issued and
outstanding. Each share of outstanding Common Stock is entitled to one vote on matters submitted for Stockholder
approval.
On October 3, 2014, the holders of 14,235,000 shares (or approximately 54% of the 26,583,990 shares of
Common Stock then outstanding) executed and delivered to the Company a written Consent approving the Current
Action. The Current Action was approved by the Majority Stockholders, consisting of John Salerno 5,000,000
shares, Elisa Luqman 5,000,000 shares, Mehul Mehta 2,450,000 shares, Richard Schmidt 1,000,000 shares and
Muhammad Luqman 785,000 shares. The company delivered an Information Statement to its stockholders on
October 29, 2014.
The DCGL provides in substance that unless the Companys Articles provides otherwise, Stockholders
may take action without a meeting of stockholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the Stockholders having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
3.1
Certificate of Amendment to Certificate of Incorporation.
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 25, 2014
iGambit Inc.
By:
/s/ John Salerno
John Salerno
Chief Executive Officer
Exhibit Index
Exhibit No. Description
3.1
Certificate of Amendment to Certificate of Incorporation dated November 24, 2014.