Attached files
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EX-2.1 - STOCK PURCHASE AGREEMENT - Clinigence Holdings, Inc. | exhibit21.htm |
EX-5.02 - EMPLOYMENT AGREEMENT - Clinigence Holdings, Inc. | exhibit502.htm |
EX-99.1 - PRESS RELEASE - Clinigence Holdings, Inc. | exhibit991.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 10, 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)
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 2.01 Completion of Acquisition or Disposition of Assets
On November 4, 2015, iGambit Inc., (the Company), consummated the acquisition of Wala,
Inc. doing business as ArcMail Technology (the Acquired Business) in accordance with a Stock
Purchase Agreement (the Purchase Agreement) by and among Wala, Inc. doing business as ArcMail
Technologies (ArcMail), Rory T. Welch (the Seller) and the Company.
Pursuant to the Stock Purchase, the total consideration to be paid for the outstanding capital stock
of ArcMail is 11,500,000 shares of iGambit Common stock composed of:
(1) 10,500,000 shares of iGambit Common stock to the Seller, and/or Sellers designees at
Closing and;
(2) the Holdback Amount of 1,000,000 shares of iGambit Common stock to be held in
Escrow and paid to the Seller on later of (i) the first (1st) anniversary of completion of
the first audit of Purchaser after the Closing, or (ii) that date which is twelve (12)
months from the Closing, provided that in the event the Company or the Purchaser
has any claims for indemnification against the Seller under the Purchase Agreement,
Purchaser 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, ArcMail entered into an Employment
and Restrictive Covenant Agreement (the Welch Employment Agreement) with Rory T. Welch Duffy,
the sole shareholder and President and CEO of the Acquired Business, who has become the President
and CEO of the ArcMail (See Item 5.02 for a more detailed discussion of the terms of
employment).
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 10, 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 1.01 Entry into a Material Definitive Agreement.
See discussions under Item 2.01 and Item 2.03 for information concerning material agreements
entered into in connection with the Companys acquisition of ArcMail and related transactions.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Purchase Agreement, ArcMail entered into an Employment and
Restrictive Covenant Agreement (the Welch Employment Agreement) with Rory T. Welch, the sole
shareholder and President and CEO of the Acquired Business, who has become the President and
CEO of ArcMail.
Effective with the acquisition of the Acquired Business, ArcMail entered into the Welch Employment
Agreement. Under the five-year agreement, Mr. Welch is entitled to (a) a base salary of $180,000 per
year, (b) an annual bonus of $45,000, and (c) participation in all benefit programs generally made
available to ArcMail employees. The Welch Employment Agreement also contains provisions designed to
protect the confidentiality of the Companys confidential information and restricting Mr. Welch from
engaging in certain competitive activities for the greater of 60 months from the date of the agreement or
two years following the termination of his employment.
Mr. Welch has diverse management experience in growing international businesses across
multiple industries, Rory Welch is ushering ArcMail into the next phase of the Companys lifecycle with
emphasis on expanding global sales, marketing and distribution strategies. A senior executive with more
than 20 years of experience in strategy, supply chain, sourcing, distribution, logistics, marketing and sales
management, he has success in expanding profits through both revenue growth and cost savings.
Prior to joining ArcMail, he managed his own consulting firm, and then before that held
leadership positions at Movado Group, Inc., including COO for the boutique division and Senior Vice
President of wholesale operations. Earlier in his career, Welch served as VP of strategic planning and
analysis at Arrow Electronics, where he was responsible for building performance models across all
aspects of the organization. While at Arrow, Welch also held positions as VP of product management for
Asia-Pacific, with responsibility for overseeing all aspects of product management for the $1 billion
division; as well as general manager of aerospace/military program accounts; product manager; and asset
and logistics manager.
A graduate of Indiana Universitys Kelley School of Business with a masters degree in business
administration, Welch holds a bachelors degree in economics from Furman University.
Item 8.01 Other Events
On November 10, 2015, iGambit issued a press release announcing that it had completed the Acquisition
of Wala 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 Purchase Agreement by and among iGambit Inc., Wala, Inc. dba ArcMail
Technology and Rory T. Welch dated November 4, 2015.
5.02
Employment and Restrictive Covenant Agreement dated November 4, 2015 between
Wala, Inc. and Rory T, Welch.
99.1
Press release of iGambit Inc. dated November 9, 2015.
ForwardLooking Statements
This report regarding the Companys 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 Companys 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 Companys significant contracts or partnerships, the
Companys ability to comply with its senior debt agreements, the Companys inability to maintain
working capital requirements to fund future operations, or the Companys 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 Companys 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 10, 2015
iGambit Inc.
By:
/s/ John Salerno
John Salerno
Chief Executive Officer
Exhibit Index
Exhibit No.
Description
2.1
Stock Purchase Agreement by and among iGambit Inc., Wala, Inc. dba ArcMail
Technology and Rory T. Welch dated November 4, 2015.
5.02
Employment and Restrictive Covenant Agreement dated November 4, 2015 between
Wala, Inc. and Rory T, Welch.
99.1
Press release of iGambit, Inc. dated November 9, 2015.
1