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EX-99.1 - EXHIBIT 99.1 - Clinigence Holdings, Inc.ex99_1.htm



Washington, D.C. 20549



Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 19, 2018 


iGambit Inc.

(Exact name of registrant as specified in its charter)

Delaware   000-53862   11-3363609

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer Identification No.)

1050 W. Jericho Turnpike, Suite A
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 8.01 Other Events

On June 14, 2018 iGambit Inc. (the ‘Company” OR “IGI”), entered into a Letter of Intent (the “LOI”) with Winpoint Health Inc, (“Winpoing”) a chronic care management service company that monitors patients between office visits by leveraging, both technology and a fully trained clinical team of healthcare professionals.

Pursuant to the LOI, IGI would buy all of the outstanding shares of “Winpoint” and would assume all of the business operations of “Winpoint”. “Winpoint” would operate as a wholly owned subsidiary of IGI.

Prior to or concomitant with closing Winpoint will have secured a $2,000,000 equity investment into Winpoint, 100% of the proceeds to be used for repayment of the debt and bridge financing as specified on Exhibit A attached hereto, and the balance for working capital for the post transaction consolidated company.

The consideration for the purchase would be as follows: Winpoint shareholders and the equity investors (collectively, “WP Shareholders”) shall receive IGI Common Shares equal to 65% of the issued and outstanding shares post Transaction.

For illustration purposes: If at Closing IGI has 140,000,000 shares issued and outstanding, the WP Shareholders shall receive 260,000,000 IGI common shares.

The LOI has certain binding and non-binding obligations and the transaction is subject to various conditions to closing, including satisfactory completion of due diligence, approval of the Company’s Board of Directors, approval of the Company’s shareholders, if required, and definitive documentation. There can be no assurance that the transactions contemplated by the LOI will be consummated. The LOI and this Current Report on Form 8-K do not constitute an offer to buy, or solicitation of an offer to sell, any securities of the Company and no offer or sale of such securities will be made in any jurisdiction where it would be unlawful to do so.

ITEM 7.01 Regulation FD Disclosure

On June 19, 2018, the Company issued a press release announcing the LOI, a copy of which is attached hereto as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits 

(d) Exhibits

The following Exhibits are filed as part of this Report:

99.1 Press Release related to Announcement of Letter of Intent dared June 14, 2018

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.





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: June 19, 2018   iGambit Inc.
  By: /s/ Elisa Luqman
    Elisa Luqman
    Chief Financial Officer