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) August 15, 2016
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)
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 August 15, 2016 iGambit Inc. (the ‘Company”), entered into a Letter of Intent (the “LOI”)
with EncounterCare Solutions Inc. (ECSL), an Energy and Healthcare company that operates its
business through three divisions, the Energy Division, the Healthcare Technology Division and
the Healthcare Services Division.
Pursuant to the LOI, at closing, iGambit Inc. (“iGambit”) will acquire certain assets of
EncounterCare Solutions Inc. (EncounterCare), including its CyberCare Health Network
Division and will assume certain specifically identified operating liabilities of EncounterCare.
Payment for the acquisition will be made in the form of sixty million (60,000,000) shares of
iGambit common stock.
The LOI has certain binding and non-binding obligations, including the acquisition consideration
which is subject to adjustment and the transaction is subject to various conditions to closing,
including satisfactory completion of due diligence, 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 August 15, 2016, 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 dated August 15, 2016.
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.
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: August 15, 2016
iGambit Inc.
By:
/s/ Elisa Luqman
Elisa Luqman
Chief Financial Officer
Exhibit Index
Exhibit No. Description
99.1 Press Release related to Announcement of Letter of Intent dated August 15, 2016.
1
EncounterCare and iGambit Inc. sign Letter of Intent
for iGambit Inc. to acquire certain assets of CyberCare
Health Network Inc.
Smithtown, NY. (Marketwired - August 15th, 2016), iGambit Inc.
(OTCQB:IGMB) iGambit Inc. announced it has entered into a
LOI with EncounterCare Solutions Inc. (ECSL). Under the terms of the
LOI, iGambit Inc. will buy certain assets of CyberCare Health Network, Inc.
and will assume certain specifically identified liabilities. Payment for the
acquisition will be made in the form of iGambit common stock which
EncounterCare expects to disperse in the form of a dividend to existing
EncounterCare stock holders of record at the closing of the transaction.
iGambit Inc. and CyberCare Health Network, Inc. will collaborate in
the preparation of a Asset Purchase Agreement.
iGambit Inc. estimates a closing within 45-60 days from the signing of
the Letter of Intent and the commencement of due diligence. iGambit
Inc will use its best efforts to speed the transaction to a closing.
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
shareholders, if required, and definitive documentation. A copy of the
Form 8-K report may be accessed at www.sec.gov
John Salerno, Chairman of iGambit, stated, “We have looked hard
and long for an opportunity like this. To be part of a $30 billion industry
with an FDA approved product, dealing with an experienced and talented
team. Our goal is to get significant market share and be a major player in
the Wearable Monitoring business. In addition, we plan to license and
exploit our intellectual property and patents.”
Ron Mills Sr., CEO of EncounterCare stated, “We have been working since
January of this year to bring our new Wearable Monitoring and Back Office
System into the marketplace. We have had the benefit of working with health
industry experts as well as leading edge tech and design groups. CyberCare
Health Network, Inc. is ready to roll out its new wearable healthcare line
which will focus initially on the trucking industry and specifically trucking
fleets. We expect to premier the new system at the Great American Trucking
Show on August 25, 26, 27, 2016. We are very excited to be able to help the
trucking industry meet the new D.O.T. stringent record keeping parameters due
to take effect in December 2017.
http://www.overdriveonline.com/e-log-mandate-set-to-take-effect-dec-2017-
rule-to-be-published-by-fmcsa-friday/
I feel that iGambit Inc., their staff and network of new contracts focused on
wellness and care management will greatly enhance the ability for CyberCare
Health Network, Inc. to fulfill its mission and grow rapidly as the new
industry gains momentum. The new CyberCare System, called
“Heartbeats(TM)” is expected to be the first device to reach the marketplace
with FDA approval. CyberCare Health Network, Inc. is expected to file a
letter with the FDA to include the new watch device as part of the Electronic
House Call System which has FDA approval for both its hardware and
software. The new health wearable industry is expected to top $14 Billion this
year and $34 Billion by 2020.”
http://www.forbes.com/sites/paullamkin/2016/02/17/wearable
-tech-market-to-be-worth-34-billion-by-2020/#5dbd2b833fe3
About: CyberCare Health Network, Inc.
The CyberCare™ Solutions FDA approved, secure online web application
allows clinicians, other professionals and family members to manage or
monitor health and wellness plans. This easy to use application is an
integral part of our telehealth offerings, and is the connection between the
clinician, the professional and or family members.
Benefits to trucking fleets worldwide.
Meets federal guidelines for driver compliance
Monitor and Detect driver alertness and fatigue
Promote healthy choices and goals to reduce absenteeism
Reduce cost of both health insurance and liability insurance.
Clinical Benefits of the Cybercare Health Wearable
Game changer for clinical management for Cardiac and Pulmonary
Remotely monitor patients between scheduled visits
Increase patients’ care plan compliance
Detect and intervene early to minimize disease exacerbation
Improve outcomes for patients with chronic illnesses
The CyberCare web application incorporates a long list of features
designed to help clinicians manage more patients with less effort while
providing the personalized care needed to improve patient outcomes.
Clinicians use the CyberCare services web application to schedule patient
monitoring sessions, review patient’s vital signs, and set alerts that notify
them when a patient’s vital signs are outside of preset ranges.
Additional features include:
Extensive library of customizable disease management protocols
Patient vital statistics and compliance reports
Risk stratification monitoring and reports
Educational content programming
The CyberCare Health Network, Inc. web application was created using
the latest in secure encryption technology which keeps patient information
secure while allowing clinicians to access their patients’ information from
anywhere they have internet access.
About: iGambit Inc:
iGambit (OTCQB: IGMB) is a fully reporting publicly-held company. We
are a diversified company pursuing specific technology strategies and
objectives. These objectives have included, among others, the acquisition
of early-stage technology companies with strong growth potential easily
recognized in the public arena. We believe that the background of our
management and of our Board of Directors in the technology markets is a
valuable resource that makes us a desirable business partner. We expect
to work to assume an active role in the development and growth of the
new company, providing both strategic guidance and operational
support. The management of iGambit believes that it can leverage its
collective expertise to help position the combined company to produce
high-margin, recurring and predictable earnings and generate long-term
value for our stockholders. For more information, please visit
www.igambit.com. Information on our website does not comprise a part
of this press release.
Safe Harbor:
Certain statements and information included in this press release constitute
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Act of 1995. When used in this press release, the words or
phrases "will likely result," "expected to," "will continue," "anticipated,"
"estimate," "projected," "intends," or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks, known and unknown, and uncertainties, including but not limited to,
economic conditions, dependence on management, dilution to shareholders,
lack of capital changes in laws or regulations, the effects of rapid growth upon
the Company and the ability of management to effectively respond to the
growth, demand for products and services of the Company, newly developing
technologies, its ability to compete, conflicts of interest related to party
transactions, regulatory matters, protection of technology, lack of industry
standards, the effects of competition, and the ability of the Company to obtain
additional financing. Such factors could materially adversely affect the
Company's financial performance and could cause the Company's actual results
for future periods to differ materially from any opinions or statements expressed
within this press release.
Contact:
Bill Robertson
Ph. No. 604 837 3835