Clinigence Holdings Inc. entered into a letter of intent to acquire iGambit Inc. from John Salerno and others in a reverse merger transaction.
Following the closing, the Board of Directors will consist of nine directors, seven appointees (including five independent Directors) from Clinigence and two appointees (including one independent Director) from iGambit. The Clinigence appointees are Jacob Kobi Margolin, Lawrence Schimmel, Mark Fawcett, Mitch Creem, Martin Breslin, David Meiri and Warren Hosseinion. The iGambit appointees are John Waters and Elisa Luqman. Jacob Kobi Margolin, current Chief Executive Officer and President of Clinigence, will continue as Chief Executive Officer and President, Warren Hosseinion, will continue as Chairman, Elisa Luqman, current Chief Financial Officer of iGambit will continue as Chief Financial Officer and General Counsel. Lawrence Schimmel will become the Chief Medical Officer and Charles Kandzierski will become Chief Operating and Information 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 years following the closing. Upon closing, Clinigence shall retain the entire team of HealthDatix, Inc., subsidiary of iGambit, consisting of Jerry Robinson, Mary Jane Robinson, Kathleen Shepherd and Mario Arnaoutoglou-Andreou, for a period of at least 2 years. Also, Elisa Luqman shall enter into a mutually agreeable employment arrangement with Clinigence.
The closing of the transaction is subject to approval of iGambit's Board of Directors, approval of iGambit's shareholders, definitive documentation, all material third-party consents, permits, licenses and other approvals identified in due diligence having been obtained, iGambit being OTCQB qualified and its securities being DTC eligible, iGambit having filed all forms, reports, statements and documents required to be filed by it with the Securities and Exchange Commission, including information required pursuant to Rule 14f-1 of the Securities and Exchange Act regarding the transaction, approval of Financial Industry Regulatory Authority, completion of audit of Clinigence, Clinigence having completed 2 years of audited financial statements, completion of pre-merger recapitalization and satisfaction of iGambit debt and iGambit having obtained a satisfactory fairness opinion. The transaction is also subject to approval of shareholders of Clinigence, redemption at par value or cancellation for no consideration of all issued and outstanding shares of iGambit Series A Preferred Stock, repayment or conversion by iGambit of any outstanding promissory notes other than the July 2019 Note and the August 2019 Note, conversion to equity of a portion of the deferred compensation obligations of iGambit and completion by iGambit of a reverse stock split of between 100 to 1 and 500 to 1, including providing an information statement to its security holders with respect thereto at least 20 days prior to such stock split becoming effective. The Boards of Directors of Clinigence and iGambit unanimously approved the transaction. As of September 24, 2019, the shareholders of iGambit has approved the transaction. The transaction is expected to be completed by the end of November 2019. P. Rupert Russell of Shartsis Friese LLP acted as legal advisor to Clinigence and Joel Mayersohn of Dickinson Wright/Mariscal Weeks acted as legal advisor to iGambit.