IGMB 8k out IGAMBIT, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits Edgar Online "Glimpses"
ITEM 1.01 Entry into a Material Definitive Agreement
On August 8, 2019 , iGambit, Inc. , a Delaware corporation ("iGambit"
entered into an Agreement and Plan of Merger (the "Merger Agreement" by and among iGambit, Clinigence Holdings, Inc. , a Delaware corporation ("Clinigence", HealthDatix, Inc. , a Delaware corporation and wholly owned subsidiary of iGambit ("Merger Sub", and John Salerno , an individual and holder of iGambit shares constituting a majority of the votes eligible to be cast by all of the stockholders of iGambit (the "Signing Stockholder".
The Merger Agreement provides for the merger of Merger Sub with and into Clinigence (the "Merger". As a result of the Merger, Merger Sub will cease to exist, and Clinigence will continue as the surviving corporation. After the Merger, Clinigence will be a direct wholly owned subsidiary of iGambit, and the former Clinigence stockholders will have a direct equity ownership and controlling interest in iGambit.
At the effective time of the Merger (the "Effective Time", each share of Clinigence Common Stock issued and outstanding immediately prior to the Effective Time (other than certain cancelled shares) will be converted into the right to receive such number of fully paid and nonassessable shares of iGambit Common Stock that would result in the stockholders of Clinigence (the "Clinigence Stockholders" having a right to receive an aggregate number of shares of iGambit Common Stock immediately following the Effective Time that represent 85% of the total issued and outstanding iGambit Common Stock on a fully diluted, as converted basis immediately following the Effective Time, assuming there are no dissenting stockholder interests as of the Effective Time ("Exchange Ratio". At the Effective Time, each option and warrant to acquire shares of Clinigence Common Stock (each, a "Clinigence Stock Option" or "Clinigence Warrant" as the case may be) that is outstanding immediately prior to the Effective Time whether or not they are vested or exercisable will by virtue of the Merger be assumed by iGambit and will be converted into an iGambit stock option or warrant. Each such iGambit stock option or warrant as so assumed and converted will continue to have and will be subject to the same terms and conditions as applied to the Clinigence Stock Option or Warrant immediately prior to the Effective Time. As of the Effective Time, each such iGambit Stock Option or Warrant as so assumed and converted will be an option or warrant to acquire that number of whole shares of iGambit Common Stock (rounded down to the nearest whole share) (the "iGambit Option Shares" or (the "iGambit Warrant Shares" equal to the product of (i) the number of shares of Clinigence Common Stock subject to such Clinigence Stock Option or Warrant, and (ii) the Exchange Ratio, at an exercise price per share of iGambit Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Clinigence Common Stock of such Clinigence Stock Option or Clinigence Stock Warrant by (
the Exchange Ratio, subject, in the case of the options, to certain tax requirements.
The Merger Agreement contains customary representations, warranties and covenants, including covenants relating to (i) the conduct of iGambit's and Clinigence's business during the interim period between the execution of the Merger Agreement and the Closing, (ii) mutual continued access to information regarding the entity's operations, and (iii) iGambit's, Clinigence's, and the Signing Stockholder's obligations to use their commercially reasonable efforts to consummate the Merger.
2
The Merger is also subject to various closing conditions, including, but not limited to the following:
The redemption at par value or cancellation for no consideration of all issued and outstanding shares of iGambit Series A Preferred Stock; provided, however, that iGambit may not redeem or cancel its Series A Preferred Stock more than two (2) Business Days prior to the Closing Date without the prior consent of Clinigence. The repayment or conversion by iGambit of any outstanding promissory notes other than the July 2019 Note and the August 2019 Note (as such terms are defined below). The conversion to equity of a portion of the deferred compensation obligations of iGambit. The completion by iGambit of a reverse stock split of between 100 to 1 and 500 to 1, including providing an information statement to its securityholders with respect thereto at least 20 days prior to such stock split becoming effective. The adoption, and submission to its stockholders for approval, by iGambit of an equity incentive plan in form and substance satisfactory to Clinigence. The amendment of iGambit's Certificate of Incorporation to change its name to Clinigence Holdings, Inc. , eliminate its Series A Preferred Stock as authorized shares and, if necessary to complete the Merger, increase the number of authorized shares of iGambit Common Stock. The submission of an application by iGambit to the Financial Industry Regulatory Authority ("FINRA" to change its ticker symbol to one that is mutually agreed by iGambit and Clinigence and obtain any requisite approvals of FINRA to the Merger or any of the other matters or transactions contemplated by the Merger Agreement.
Upon the closing of the Merger, Warren Hosseinion , Jacob Margolin , Lawrence Schimmel , Martin Breslin , Mitchell Creem , Mark Fawcett , David Meiri , John Waters and Elisa Luqman will be appointed as members of the Board of Directors and Jacob Margolin will be appointed as Chief Executive Officer, Elisa Luqman will be appointed as Chief Financial Officer, Secretary and General Counsel, Charles Kandzierski will be appointed Chief Operating and Information Officer, and Lawrence Schimmel will be appointed as Chief Medical Officer. John Salerno , iGambit's President, will resign as an officer and director of iGambit, and will enter into an agreement granting him customary observer rights with respect to the Board of Directors for two (2) years following the Closing.
Under the Merger Agreement, iGambit is subject to a customary "no shop" restriction on its ability to solicit alternative acquisition proposals or to provide information to or engage in discussions or negotiations with third parties regarding alternative acquisition proposals. The no-shop provision is subject to a customary "fiduciary out" provision that allows iGambit, during the twenty (20) day period after the mailing of iGambit's Information Statement, to provide information and participate in discussions with respect to any unsolicited acquisition offer that is likely to result in a superior offer, provided certain other conditions are met.
3
The Merger Agreement contains certain termination rights, including a termination right of iGambit in order to accept a Superior Proposal if certain requirements are met, and provides that in the event of termination of the Merger Agreement under specified circumstances, iGambit will owe Clinigence a cash termination fee of $400,000 plus any out of pocket expenses incurred by . . .
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August 6, 2019 , iGambit incurred a direct obligation to repay $25,000 under the August 2019 Note, as described in Item 1.01 of this Current Report on Form 8-K.
ITEM 8.01 Regulation FD Disclosure
On August 9, 2019 , iGambit issued a press release announcing the signing of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished therein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act", or otherwise subject to the liability of that Section. This information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates any such information by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are attached as part of this Form 8-K:
2.1 Agreement and Plan of Merger by and among Clinigence Holdings Inc. , a
Delaware corporation, iGambit Inc. , a Delaware corporation, HealthDatix, Inc. , a Delaware corporation and wholly owned subsidiary of iGambit, Inc. , and John Salerno , an individual and holder of iGambit shares constituting a majority of the votes eligible to be cast by all of the stockholders of iGambit Inc. dated August 8, 2019 .
10.1 Secured Promissory Note issued by iGambit Inc. , a Delaware corporation, to
Clinigence Holdings Inc. , a Delaware corporation dated August 6, 2019 . 99.1 Press Release related to Announcement of Signing of Merger Agreement dated
August 2019 Forward-Looking Statements
This Form 8-K regarding iGambit'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 iGambit's business, including the requirement of FINRA approval in order to consummate the Merger. The primary risk attributable to iGambit 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 iGambit's significant contracts or partnerships, iGambit's ability to comply with senior debt agreements, iGambit's inability to maintain working capital requirements to fund future operations, or iGambit'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 iGambit'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.
5
ITEM 1.01 Entry into a Material Definitive Agreement
On August 8, 2019 , iGambit, Inc. , a Delaware corporation ("iGambit"
entered into an Agreement and Plan of Merger (the "Merger Agreement" by and among iGambit, Clinigence Holdings, Inc. , a Delaware corporation ("Clinigence", HealthDatix, Inc. , a Delaware corporation and wholly owned subsidiary of iGambit ("Merger Sub", and John Salerno , an individual and holder of iGambit shares constituting a majority of the votes eligible to be cast by all of the stockholders of iGambit (the "Signing Stockholder". The Merger Agreement provides for the merger of Merger Sub with and into Clinigence (the "Merger"
. As a result of the Merger, Merger Sub will cease to exist, and Clinigence will continue as the surviving corporation. After the Merger, Clinigence will be a direct wholly owned subsidiary of iGambit, and the former Clinigence stockholders will have a direct equity ownership and controlling interest in iGambit. At the effective time of the Merger (the "Effective Time"
, each share of Clinigence Common Stock issued and outstanding immediately prior to the Effective Time (other than certain cancelled shares) will be converted into the right to receive such number of fully paid and nonassessable shares of iGambit Common Stock that would result in the stockholders of Clinigence (the "Clinigence Stockholders" having a right to receive an aggregate number of shares of iGambit Common Stock immediately following the Effective Time that represent 85% of the total issued and outstanding iGambit Common Stock on a fully diluted, as converted basis immediately following the Effective Time, assuming there are no dissenting stockholder interests as of the Effective Time ("Exchange Ratio". At the Effective Time, each option and warrant to acquire shares of Clinigence Common Stock (each, a "Clinigence Stock Option" or "Clinigence Warrant" as the case may be) that is outstanding immediately prior to the Effective Time whether or not they are vested or exercisable will by virtue of the Merger be assumed by iGambit and will be converted into an iGambit stock option or warrant. Each such iGambit stock option or warrant as so assumed and converted will continue to have and will be subject to the same terms and conditions as applied to the Clinigence Stock Option or Warrant immediately prior to the Effective Time. As of the Effective Time, each such iGambit Stock Option or Warrant as so assumed and converted will be an option or warrant to acquire that number of whole shares of iGambit Common Stock (rounded down to the nearest whole share) (the "iGambit Option Shares" or (the "iGambit Warrant Shares" equal to the product of (i) the number of shares of Clinigence Common Stock subject to such Clinigence Stock Option or Warrant, and (ii) the Exchange Ratio, at an exercise price per share of iGambit Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Clinigence Common Stock of such Clinigence Stock Option or Clinigence Stock Warrant by ( the Exchange Ratio, subject, in the case of the options, to certain tax requirements. The Merger Agreement contains customary representations, warranties and covenants, including covenants relating to (i) the conduct of iGambit's and Clinigence's business during the interim period between the execution of the Merger Agreement and the Closing, (ii) mutual continued access to information regarding the entity's operations, and (iii) iGambit's, Clinigence's, and the Signing Stockholder's obligations to use their commercially reasonable efforts to consummate the Merger.
2
The Merger is also subject to various closing conditions, including, but not limited to the following:
The redemption at par value or cancellation for no consideration of all issued and outstanding shares of iGambit Series A Preferred Stock; provided, however, that iGambit may not redeem or cancel its Series A Preferred Stock more than two (2) Business Days prior to the Closing Date without the prior consent of Clinigence. The repayment or conversion by iGambit of any outstanding promissory notes other than the July 2019 Note and the August 2019 Note (as such terms are defined below). The conversion to equity of a portion of the deferred compensation obligations of iGambit. The completion by iGambit of a reverse stock split of between 100 to 1 and 500 to 1, including providing an information statement to its securityholders with respect thereto at least 20 days prior to such stock split becoming effective. The adoption, and submission to its stockholders for approval, by iGambit of an equity incentive plan in form and substance satisfactory to Clinigence. The amendment of iGambit's Certificate of Incorporation to change its name to Clinigence Holdings, Inc. , eliminate its Series A Preferred Stock as authorized shares and, if necessary to complete the Merger, increase the number of authorized shares of iGambit Common Stock. The submission of an application by iGambit to the Financial Industry Regulatory Authority ("FINRA"
to change its ticker symbol to one that is mutually agreed by iGambit and Clinigence and obtain any requisite approvals of FINRA to the Merger or any of the other matters or transactions contemplated by the Merger Agreement. Upon the closing of the Merger, Warren Hosseinion , Jacob Margolin , Lawrence Schimmel , Martin Breslin , Mitchell Creem , Mark Fawcett , David Meiri , John Waters and Elisa Luqman will be appointed as members of the Board of Directors and Jacob Margolin will be appointed as Chief Executive Officer, Elisa Luqman will be appointed as Chief Financial Officer, Secretary and General Counsel, Charles Kandzierski will be appointed Chief Operating and Information Officer, and Lawrence Schimmel will be appointed as Chief Medical Officer. John Salerno , iGambit's President, will resign as an officer and director of iGambit, and will enter into an agreement granting him customary observer rights with respect to the Board of Directors for two (2) years following the Closing.
Under the Merger Agreement, iGambit is subject to a customary "no shop" restriction on its ability to solicit alternative acquisition proposals or to provide information to or engage in discussions or negotiations with third parties regarding alternative acquisition proposals. The no-shop provision is subject to a customary "fiduciary out" provision that allows iGambit, during the twenty (20) day period after the mailing of iGambit's Information Statement, to provide information and participate in discussions with respect to any unsolicited acquisition offer that is likely to result in a superior offer, provided certain other conditions are met.
3
The Merger Agreement contains certain termination rights, including a termination right of iGambit in order to accept a Superior Proposal if certain requirements are met, and provides that in the event of termination of the Merger Agreement under specified circumstances, iGambit will owe Clinigence a cash termination fee of $400,000 plus any out of pocket expenses incurred by . . .
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August 6, 2019 , iGambit incurred a direct obligation to repay $25,000 under the August 2019 Note, as described in Item 1.01 of this Current Report on Form 8-K.
ITEM 8.01 Regulation FD Disclosure
On August 9, 2019 , iGambit issued a press release announcing the signing of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished therein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"
, or otherwise subject to the liability of that Section. This information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates any such information by reference. ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are attached as part of this Form 8-K:
2.1 Agreement and Plan of Merger by and among Clinigence Holdings Inc. , a
Delaware corporation, iGambit Inc. , a Delaware corporation, HealthDatix, Inc. , a Delaware corporation and wholly owned subsidiary of iGambit, Inc. , and John Salerno , an individual and holder of iGambit shares constituting a majority of the votes eligible to be cast by all of the stockholders of iGambit Inc. dated August 8, 2019 .
10.1 Secured Promissory Note issued by iGambit Inc. , a Delaware corporation, to
Clinigence Holdings Inc. , a Delaware corporation dated August 6, 2019 . 99.1 Press Release related to Announcement of Signing of Merger Agreement dated
August 2019 Forward-Looking Statements
This Form 8-K regarding iGambit'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 iGambit's business, including the requirement of FINRA approval in order to consummate the Merger. The primary risk attributable to iGambit 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 iGambit's significant contracts or partnerships, iGambit's ability to comply with senior debt agreements, iGambit's inability to maintain working capital requirements to fund future operations, or iGambit'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 iGambit'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.
5
