Attached files
file | filename |
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EX-10.15 - CONVERTIBLE PROMISSORY NOTE APR 4, 2017 - Clinigence Holdings, Inc. | exhibit1015.htm |
EX-10.14 - CONVERTIBLE PROMISSORY NOTE MAR 30, 2017 - Clinigence Holdings, Inc. | exhibit1014.htm |
EX-10.13 - SECURITY PURCHASE AGREEMENT - Clinigence Holdings, Inc. | exhibit1013.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) April 5, 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)
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 1.01 Entry into a Material Definitive Agreement
On March 30, 2017 iGambit Inc. (the Company) entered into a securities purchase
agreement (the Purchase Agreement) with an accredited investor pursuant to an exemption
under section 4(a)(2) of the securities act of 1933 (the March 30 2017 Investors), pursuant to
which the Company agreed to sell, and the March 30, 2017 Investors agreed to purchase,
convertible debentures (the March 30 2017 Debenture) in the aggregate principal amount of
$75,000.
The basis terms of the March 30, 2017 Debenture are:
Instrument: $75,000 Convertible Promissory Note due nine (9) months after issuance
(the Note)
Interest:
8% Per annum interest not due until maturity
Conversion: One hundred eighty (180) days following the date of funding and
thereafter, the Note shall be convertible into shares of common stock of
the Company (Common Stock).
The conversion price shall be subject to a discount of 35%. The
conversion price shall be determined on the basis of the three (3) lowest
closing bids for the Common Stock during the prior ten (10) trading day
period.
The Investor will be limited to convert no more than 4.99% of the issued
and outstanding Common Stock at the time of conversion at any one time.
Prepayment: At any time during the period beginning on the date of the Note and
ending on the date which is 180 days thereafter, the Company may repay
the Note by paying an amount equal to the then outstanding amount
multiplied by 120%.
The foregoing description of the Purchase Agreement and the March 30 2017 Debenture
does not purport to be complete and is qualified in its entirety by reference to the full text of the
documents, which are filed as exhibits to this Current Report on Form 8-K and is incorporated
herein by reference.
On April 3, 2017 iGambit Inc. (the Company) entered into a Convertible Promissory
Note (the April 3, 2017 Debenture) with an accredited investor pursuant to an exemption under
section 4(a)(2) of the securities act of 1933 (the April 3, 2017 Investors), pursuant to which the
April 3, 2017 Investors agreed to lend and the Company agreed to repay the April 3 2017
Investors the aggregate principal amount of $125,000.
The basis terms of the April 3, 2017 Debenture are:
Instrument: $125,000 Convertible Promissory Note due twelve (12) months after
issuance (the Note)
Interest:
12% Per annum interest not due until maturity
Conversion: One hundred eighty (180) days following the date of funding and
thereafter, the Note shall be convertible into shares of common stock of
the Company (Common Stock).
The conversion price shall be subject to a discount of 50%. The
conversion price shall be determined on the basis of the lowest VWAP
(Volume Weighted Average Price) of the Common Stock during the prior
twenty (20) trading day period.
The Investor will be limited to convert no more than 4.99% of the issued
and outstanding Common Stock at the time of conversion at any one time.
Prepayment: At any time during the period beginning on the date of the Note and
ending on the date which is 180 days thereafter, the Company may repay
the Note by paying an amount equal to the then outstanding amount
multiplied by 135%.
The foregoing description of the April 3, 2017 Debenture does not purport to be complete
and is qualified in its entirety by reference to the full text of the document, which is filed as an
exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Exhibits
The following Exhibits are filed as part of this Report:
10.13 Security Purchase Agreement dated as of March 30, 2017 by and between PowerUp
Lending Group. LLC, a Virginia corporation, and iGambit Inc., a Delaware corporation.
10.14 March 30 2017 Convertible Debenture by and between PowerUp Lending Group. LLC, a
Virginia corporation (Holder), and iGambit Inc., a Delaware corporation (Borrower).
10.15 April 3 2017 Convertible Debenture 2017 by and between JSJ Investments Inc., a Texas
corporation (Holder), and iGambit Inc., a Delaware corporation (Borrower).
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: April 5, 2017
iGambit Inc.
By:
/s/ Elisa Luqman
Elisa Luqman
Chief Financial Officer
Exhibit Index
Exhibit No. Description
Security Purchase Agreement dated as of March 30, 2017 by and between
PowerUp Lending Group. LLC, a Virginia corporation, and iGambit Inc., a
Delaware corporation.
Convertible Promissory Note dated as of March 30, 2017 by and between
PowerUp Lending Group. LLC, a Virginia corporation (Holder), and iGambit
Inc., a Delaware corporation (Borrower).
Convertible Promissory Note dated as of April 4, 2017 by and between JSJ
Investments Inc., a Texas corporation (Holder), and iGambit Inc., a Delaware
corporation (Borrower).
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