Clinigence Holdings Inc. entered into a letter of intent to acquire iGambit Inc. (OTCPK:IGMB) from John Salerno and others in a reverse merger transaction on June 24, 2019. On August 8, 2019, Clinigence Holdings Inc. entered into a definitive agreement to acquire iGambit from John Salerno and others in a reverse merger transaction. Pursuant to the transaction, iGambit shall issue newly-issued shares of common stock to the equity holders of Clinigence such that upon closing the former equity holders of Clinigence shall own 85% of the resulting issuer's issued and outstanding common stock and the former iGambit equity holders shall own 15% of the resulting issuer's issued and outstanding common stock. Immediately prior to the consummation of the merger, all issued and outstanding series A preferred stock of iGambit shall be redeemed at $0.001 per share, any promissory notes shall be repaid or converted and iGambit shall complete a to-be-mutually-determined reverse stock split (recapitalization) such that the only issued and outstanding equity securities, including outstanding options and warrants, of iGambit shall be shares of common stock. After completion, iGambit shall change its name to Clinigence Holdings, Inc. and apply for the Financial Industry Regulatory Authority to change its ticker symbol. In the event that either iGambit or Clinigence terminate the letter of intent prior to the expiration date of June 24, 2019 for any reason other than certain specified causes, such terminating party shall pay termination fee of $0.025 million to the non-terminating party. As of August 8, 2019, iGambit shall pay a termination fee of $0.4 million.

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.