8-K

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) June 27, 2019

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	11787
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	IGMB	OTCMKTS
Preferred Stock, $0.001 par value

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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ITEM 1.01 Entry into a Material Definitive Agreement

On June 24, 2019 iGambit Inc. (the ‘Company” OR “IGI”), entered into a Letter of Intent (the “LOI”) with Clinigence Holdings Inc, (“Clinigence”) a healthcare information technology company that provides cloud-based platforms that enable healthcare organizations to shift to value-based care reimbursements and to provide population health management

Pursuant to the LOI, iGambit, subject to certain conditions therein, shall issue newly-issued shares of common stock, on a fully-diluted pro rata basis, to the equityholders of Clinigence in exchange for 100% of the outstanding equity securities of Clinigence by means of a reverse triangular merger in which a newly formed wholly owned subsidiary of iGambit shall merge with and into Clinigence, with Clinigence continuing as the surviving corporation (the “Merger”). If the closing of the Merger occurs (the “Closing”), the former Clinigence equity holders shall own 85% of iGambit’s issued and outstanding common stock and the former iGambit equity holders shall own 15% of iGambit’s issued and outstanding common stock, in each case on a fully-diluted, as converted basis as of immediately prior to the Closing (including options, warrants and other rights to acquire equity securities of iGambit). To the extent necessary, iGambit shall increase the authorized number of shares to complete the issuance of shares set forth in the first sentence of this Section 1(c). In connection with the Merger, all outstanding indebtedness of iGambit shall be: (i) paid or discharged in full immediately prior to Closing, (ii) remain outstanding following the Closing, (iii) worked out with payment plans prior to Closing, and/or (iv) converted to common stock of iGambit prior to Closing, in each case, as mutually agreed to per the Definitive Agreements. Any repurchase rights applicable to shares of Clinigence common stock prior to the Merger shall remain in effect after the Closing, and shall become rights to repurchase the shares of iGambit common stock issued in exchange for such shares of Clinigence common stock.

Immediately prior to the consummation of the Merger (i) all issued and outstanding Series A Preferred Stock of iGambit shall be redeemed at $0.001 per share so that the only issued and outstanding equity securities of iGambit shall be common stock, (ii) any promissory notes shall be repaid or converted , and (iii) iGambit shall complete a to-be-mutually-determined reverse stock split such that the only issued and outstanding equity securities, including outstanding options and warrants, of iGambit shall be shares of common stock. iGambit shall provide an information statement to its securityholders with respect to the recapitalization actions set forth in the prior sentence at least 20 days prior to such actions becoming effective.

The description of the LOI set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, which is incorporated by reference into this Current Report on Form 8-K as Exhibit 10.1.

The LOI has certain binding obligations and the transaction is subject to various conditions to closing, 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.

Concurrently with the execution and delivery of the LOI, Clinigence and iGambit entered into a six (6) month Promissory Note, pursuant to which Clinigence loaned to iGambit $393,092.28 solely to pay off the iGambit convertible notes set forth in Schedule A attached to the Promissory Note and any remainder thereof to be utilized as working capital.

The description of the Promissory Note set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory Note, which is incorporated by reference into this Current Report on Form 8-K as Exhibit 10.2.

On June 25, 2019 all of iGambit Inc’s outstanding short-term convertible notes were retired.

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ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 24, 2019, the Company incurred a direct obligation to repay $393,092.28 as described in Item 1.01 of this Current Report on Form 8-K.

ITEM 7.01 Regulation FD Disclosure

On June 26, 2019, the Company issued a press release announcing the LOI, as described in Item 1.01 of this Current Report on Form 8-K, 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:

10.1	Letter of Intent between iGambit Inc. and Clinigence Holdings Inc. Dated June 24, 2019.
10.2	Promissory Note between iGambit Inc. and Clinigence Holdings Inc. dated June 24, 2019
99.1	Press Release related to Announcement of Letter of Intent dated June 27, 2019.

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 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.

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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.

		iGambit Inc.
Date: June 27, 2019	By :	/s/ Elisa Luqman
		Elisa Luqman
		Chief Financial Officer

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 Exhibit Index

Exhibit No.	Description
10.1	Letter of Intent between iGambit Inc. and Clinigence Holdings Inc. Dated June 24, 2019.
10.2	Promissory Note between iGambit Inc. and Clinigence Holdings Inc. dated June 24, 2019
99.1	Press Release related to Announcement of Letter of Intent dated June 27, 2019.

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EX-10.1

CONFIDENTIAL LETTER OF INTENT

June 24, 2019

iGambit Inc.
1050 W. Jericho Turnpike, Suite A
Smithtown, New York 11787

Attention:	John Salerno, Chief Executive Officer
	Elisa Luqman, Chief FInancial Officer, Executive Vice President and General Counsel

Dear Mr. Salerno and Ms. Luqman:

This Confidential Letter of Intent (“LOI”) sets forth the principal business points for the proposed transactions described herein (the “Transactions”) between Clinigence Holdings, Inc., a Delaware corporation (“Clinigence”), on one hand, and iGambit Inc., a Delaware corporation (“iGambit”) and John Salerno, the holder of a majority of the votes eligible to be cast by all stockholders of iGambit (the “Signing Stockholder”), on the other hand, under which Clinigence and iGambit will combine and expand their respective businesses.

1. Transactions.

a. Pre-Merger Promissory Note. Concurrently with the execution and delivery of this LOI, Clinigence and iGambit are entering into a Promissory Note, in the form attached hereto as Exhibit A (the “Promissory Note”), pursuant to which Clinigence shall loan to iGambit $393,092.28 solely to pay off the iGambit convertible notes set forth in Schedule A attached to the Promissory Note and any remainder thereof to be utilized as working capital to maintain iGambit’s operations and public company compliance until the consummation of the Merger (defined below).

b. Pre-Merger iGambit Recapitalization. Immediately prior to the consummation of the Merger (i) all issued and outstanding Series A Preferred Stock of iGambit shall be redeemed at $0.001 per share so that the only issued and outstanding equity securities of iGambit shall be common stock, (ii) any promissory notes shall be repaid or converted , and (iii) iGambit shall complete a to-be-mutually-determined reverse stock split such that the only issued and outstanding equity securities, including outstanding options and warrants, of iGambit shall be shares of common stock. iGambit shall provide an information statement to its securityholders with respect to the recapitalization actions set forth in the prior sentence at least 20 days prior to such actions becoming effective.

c. Merger. Immediately following the completion of the steps set forth in Section 2(b) above, iGambit shall issue newly-issued shares of common stock, on a fully-diluted pro rata basis, to the equityholders of Clinigence in exchange for 100% of the outstanding equity securities of Clinigence by means of a reverse triangular merger in which a newly formed wholly owned subsidiary of iGambit shall merge with and into Clinigence, with Clinigence continuing as the surviving corporation (the “Merger”). If the closing of the Merger occurs (the “Closing”), the former Clinigence equityholders shall own 85% of iGambit’s issued and outstanding common stock and the former iGambit equityholders shall own 15% of iGambit’s issued and outstanding common stock, in each case on a fully-diluted, as converted basis as of immediately prior to the Closing (including options, warrants and other rights to acquire equity securities of iGambit). To the extent necessary, iGambit shall increase the authorized number of shares to complete the issuance of shares set forth in the first sentence of this Section 1(c). In connection with the Merger, all outstanding indebtedness of iGambit shall be: (i) paid or discharged in full immediately prior to Closing, (ii) remain outstanding following the Closing, (iii) worked out with payment plans prior to Closing, and/or (iv) converted to common stock of iGambit prior to Closing, in each case, as mutually agreed to per the Definitive Agreements (defined below). Any repurchase rights applicable to shares of Clinigence common stock prior to the Merger shall remain in effect after the Closing, and shall become rights to repurchase the shares of iGambit common stock issued in exchange for such shares of Clinigence common stock.

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d. Change of Name and Ticker Symbol. Following the Closing, iGambit shall change its name to Clinigence Holdings, Inc. (“Clinigence Holdings”) and apply for the Financial Industry Regulatory Authority (“FINRA”) to change its ticker symbol, and Clinigence shall change its name to Clinigence, Inc.

2. Corporate Governance.

a. Board. Following the Closing, the board of directors of Clinigence Holdings shall consist of the following individuals: Warren Hosseinion (chairman), Kobi Margolin, Larry Schimmel, Martin Breslin, Mitch Creem, Mark Fawcett, David Meiri, John Waters and Elisa Luqman. The Signing Stockholder shall be an observer to the Board. Each director shall enter into mutually agreeable director and indemnification agreements with Clinigence Holdings, and Clinigence Holdings shall obtain D&O insurance acceptable to the directors.

b. Officers. Following the Closing, the following individuals shall hold the following officer positions of Clinigence Holdings: Kobi Margolin – Chief Executive Officer, Elisa Luqman – Chief Financial Officer and General Counsel, Larry Schimmel – Chief Medical Officer. Each officer shall enter into mutually agreeable officer and indemnification agreements with Clinigence Holdings.

c. HealthDatix. Following the Closing, Clinigence Holdings shall retain the entire HealthDatix team, consisting of the following people: Jerry Robinson, Mary Jane Robinson, Kathleen Shepherd and Mario Arnaoutoglou-Andreou, for a period of at least two (2) years.

d. Compensation. Following the Closing, Elisa Luqman shall enter into a mutually agreeable employment arrangement with Clinigence Holdings. Clinigence Holdings shall establish an equity incentive plan or similar incentive plan adopted by the Board.

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3. Definitive Agreements. Clinigence counsel shall prepare a draft merger agreement (such merger agreement and any other definitive agreements, the “Definitive Agreements”) containing representations, warranties, closing conditions customary for transactions similar to the proposed Transactions. The Closing shall occur as soon as reasonably practical. The Signing Stockholder and other iGambit control persons reasonably requested by Clinigence shall irrevocably agree to vote for the Merger and not tender shares to an alternative proposal as long as the Definitive Agreements remain in effect. The Signing Stockholder shall also provide representations and warranties relating to his equity ownership of iGambit and those representations and warranties set forth in the below Section 4 with respect to iGambit.

4. Representations and Warranties. The Definitive Agreements shall contain customary representations and warranties by the parties, including but not limited to: (a) organization, qualification and corporate power, (b) noncontravention, (c) capitalization (including that all equity issuances by iGambit or Clinigence, as applicable, and equity rights granted by iGambit or Clinigence, as applicable, have been duly authorized by iGambit or Clinigence, as applicable), (d) broker’s fees, (e) title to assets, (f) subsidiaries, (g) financial statements, (h) undisclosed liabilities, (i) legal compliance, (j) real property, (k) tangible assets, (l) employees and employee benefits, (o) guaranties, (p) certain business practices, (q) parachute payments, (r) environmental, health and safety, (s) tax matters, (t) intellectual property, (u) notes and accounts receivable, (v) litigation, (w) affiliate transactions, (x) required consents, and (y) ownership of shares.

5. Conditions to Closing. The Definitive Agreements shall contain customary closing conditions, including but not limited to:

a. Accuracy and completeness of representations and warranties at signing and Closing in all material respects (or, if qualified by materiality or material adverse effect, in all respects).

b. Performance of covenants.

c. Absence of action challenging or prohibiting the transaction.

d. No material adverse effect will have occurred.

e. All material third-party consents, permits, licenses and other approvals identified in due diligence will have been obtained.

f. Requisite corporate approval of iGambit and Clinigence of all transaction documents.

g. iGambit will be OTCQB qualified and its securities will be DTC eligible.

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h. iGambit will have 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 Transactions.

i. The parties will have prepared a draft 8-K in a form reasonably satisfactory to Clinigence, to be filed immediately following Closing.

j. iGambit will have provided required notice to FINRA of the Pre-Merger Recapitalization, as set forth in Section 1(b) above and the Merger, and obtained all required FINRA approvals related to the Transactions.

k. The Pre-Merger Recapitalization and satisfaction of iGambit debt, as set forth in Section 1(b) above, will have been completed in a manner satisfactory to Clinigence.

l. The audit of Clinigence will have been completed.

m. iGambit will have obtained a satisfactory fairness opinion.

n. Clinigence will have completed two (2) years of audited financial statements.

6. No-Shop. For 60 days after the date that this LOI becomes effective (the “No-Shop Period”), neither iGambit nor any of its officers, directors, representatives, advisors, investment bankers, agents or affiliates nor the Signing Stockholder shall, directly or indirectly, (a) solicit, negotiate, initiate or encourage submission of any proposal to enter into an Alternative Transaction (as defined below), (b) enter into any agreement with respect to an Alternative Transaction, (c) participate in any discussions or negotiations that may reasonably be expected to lead to an Alternative Transaction, or (d) furnish any information to any person to facilitate the making of an Alternative Transaction, or permit any person under its control to do any of the foregoing. An “Alternative Transaction” shall mean a transaction in which (i) a person or group acquires, directly or indirectly, securities representing 20% or more of the voting power of iGambit’s outstanding securities, or properties or assets constituting 20% or more of the consolidated assets of iGambit and its subsidiaries or (ii) (A) iGambit issues securities representing 20% or more of its total voting power, including in the case of (i) and (ii) by way of merger or other business combination with iGambit or any of its subsidiaries or (B) iGambit engages in a merger or other business combination such that the holders of voting securities of iGambit immediately prior to the transaction do not own more than 80% of the voting power of securities of the resulting entity. During the No-Shop Period, the Signing Stockholder shall continue to operate iGambit and its business in good faith and in the ordinary course of business consistent with past practice and the Signing Stockholder and iGambit shall provide Clinigence with written notice within 24 hours of receipt by the Signing Stockholder, iGambit or any of their representatives of any offer, inquiry or request for information relating to any potential proposal to acquire the assets or equity of iGambit.

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7. Termination Fee. In the event that either iGambit or Clinigence terminates this LOI prior to the Expiration Date (defined below) for any reason other than Cause (defined below), such terminating party shall promptly (and in any event within two business days) following such termination pay $25,000 (the “Termination Fee”) to the non-terminating party. “Cause” shall mean (i) a material breach by the non-terminating party of the terms of the LOI that, if curable, has not been cured within 10 days after the non-terminating party has received notice from the terminating party of such breach, (ii) discovery by the terminating party during pre-Merger diligence of information regarding the non-terminating party that would reasonably have a material adverse effect on the Transactions, or (iii) fraud, gross negligence or willful misconduct by the non-terminating party. The parties hereto acknowledge that (i) the agreements contained in this Section 7 are an integral part of the transactions contemplated by this LOI, (ii) the Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the non-terminating party in the circumstances in which the Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating the Transaction and in reliance on this LOI and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this LOI.

8. Confidentiality. The parties agree that this LOI and its provisions are subject to that certain Master Mutual Non-Disclosure Agreement, dated May 31, 2019, by and between Clinigence and iGambit (the “NDA”).

9. Expenses. iGambit and Clinigence shall each bear their own respective transaction expenses, including fees and expenses of legal counsel, investment bankers and other advisors, incurred in connection with the proposed Transactions.

10. Expiration: This LOI will expire at the close of business at 5:00 pm EDT on June 24, 2019 (the “Expiration Date”), unless executed by iGambit and the Signing Stockholder, and delivered to Clinigence prior to that time.

11. Entire Agreement. This LOI, together with the Promissory Note and the NDA, and any documents, instruments and certificates explicitly referred to herein and therein, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, with respect thereto, including that certain Confidential Nonbinding Indication of Interest, dated as of May 30, 2019, by and between iGambit and Clinigence. There are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly provided for herein and therein.

12. Governing Law and Jurisdiction. This LOI is to be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to any choice of law rule that shall cause the application of the laws of any jurisdiction other than the laws of the State of Delaware to the rights and duties of the parties.

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13. Binding Effect. This LOI constitutes a binding agreement between iGambit, Clinigence and the Signing Stockholder solely with respect to Section 1(a) (Pre-Merger Promissory Note), the second sentence of Section 1(c) (Merger), Section 6 (No-Shop), Section 7 (Termination Fee), Section 8 (Confidentiality), Section 9 (Expenses), Section 10 (Expiration), Section 11 (Entire Agreement), Section 12 (Governing Law and Jurisdiction) and this Section 13 (No Binding Effect); but otherwise does not constitute a binding agreement or offer by any party hereto or any of its affiliates to consummate the Transactions, or enter into any Definitive Agreement. Except for the Promissory Note, no contract, agreement, obligation, commitment or liability with respect to the proposed Transactions or any other transaction shall exist or be deemed to exist by virtue of this LOI, any other written or oral expression with respect to the proposed Transactions or otherwise, unless and until the parties have completed negotiations and obtained corporate approvals for, and have executed and delivered, the Definitive Agreements. For the purposes of this LOI, the term “Definitive Agreements” shall not include any written or oral acceptance of any offer or bid, any term sheet or any letter of intent or other written expression of Clinigence’s or iGambit’s intentions to negotiate or enter into a definitive merger agreement.

(Signatures on the following the page)

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If you are in agreement with the terms set forth above and desire to proceed with the proposed Merger on that basis, please sign this LOI in the space provided below and return a fully executed copy by email to kobi.margolin@clinigence.com.

Sincerely,

CLINIGENCE HOLDINGS, INC.
By: /s/ Jacob Margolin	Date: June 24th, 2019
Name: Jacob Margolin
Title: President
By: /s/ Warren Hosseinion	Date: June 24th, 2019
Name: Warren Hosseinion
Title: Chairman of the Board of Directors

ACCEPTED AND AGREED:

IGAMBIT, INC.
By: /s/ John Salerno	Date: June 24th, 2019
Name: John Salerno
Title: Chief Executive Officer
JOHN SALERNO
/s/ John Salerno	Date: June 24th, 2019
John Salerno

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Exhibit A

Promissory Note

Attached

EX-10.2

SECURED PROMISSORY NOTE

$393,092.28 June 24, 2019

FOR VALUE RECEIVED, iGambit, Inc., a Delaware corporation (the “Maker”) hereby unconditionally promises to pay to the order of Clinigence Holdings, Inc., a Delaware corporation (the “Payee”), in such amounts and at such times as set forth herein, the aggregate principal sum of $393,092.28 plus all accrued and unpaid interest, fees and other costs or such amount as may be outstanding under this Secured Promissory Note (the “Note”).

NOW THEREFORE, in consideration thereof and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Interest; Net Payments; Additional Warrants.

(a)       The outstanding obligations under this Note shall bear interest at a rate equal to 6.00% per annum (the “Interest Rate”). Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.

(b)       Until the Note is fully repaid, and unless paid earlier by pre-payment, acceleration or otherwise, all accrued and unpaid interest, and all unpaid costs fees and expenses of Payee, as allowed herein, together with the principal shall be due and payable upon the earlier of (i) December 24, 2019, (ii) the date that that certain Letter of Intent, dated as of even date herewith, by and between Maker and Payee (the “Letter of Intent”) is terminated pursuant to its terms, or (iii) on the occurrence of a Change of Control (the “Maturity Date”).

For the purposes of this clause (b), “Change of Control” shall mean (A) the closing of the sale, lease, transfer, exclusive license or other disposition of all or substantially all of the Maker’s assets, (B) the consummation of the merger or consolidation of the Maker with or into another entity, excluding Payee (except a merger or consolidation in which the holders of capital stock of the Maker outstanding immediately prior to such merger or consolidation continue to hold at least fifty percent (50%) of the voting power of the capital stock of the Maker or the surviving or acquiring entity), or (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons, excluding Payee (other than an underwriter of this corporation’s securities), of the Maker’s securities if, after such closing, such person or group of affiliated persons would hold fifty percent (50%) or more of the outstanding voting stock of the Maker (or the surviving or acquiring entity).

(c)       This Note may be prepaid at the option of Maker at any time in whole or in part, provided, however, concurrently with making any pre-payments, Maker shall pay to Payee all then accrued and unpaid interest and expenses. All prepayments shall be applied first, to any unreimbursed Payee costs and expenses; second, to the payment of accrued but unpaid interest on the Note; and third, to the principal payments required to be made pursuant to Section 1(b), in reverse order of maturity.

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(d)       Immediately upon the occurrence and during the continuance of an Event of Default, the interest rate applicable to the outstanding obligations shall be increased to 8.00% per annum, but in any event shall not exceed the maximum amount permitted by law (the “Default Rate”), and such interest will be payable on demand. Fees and expenses which are required to be paid by Maker pursuant to this Note (including, without limitation, all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing this Note or otherwise incurred with respect to Maker) but are not paid when due shall bear interest until paid at a rate equal to the Default Rate. Payment or acceptance of the increased rates of interest provided for in this Section 1(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Payee.

(e)       All payments (including prepayments) hereunder shall be made to the account specified by Payee to Maker in immediately available funds in United States Dollars without setoff, defense or counterclaim or withholding on account of taxes, levies, duties or any other deduction whatsoever, before 12:00 p.m. Eastern time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Eastern time are considered received at the opening of business on the next business day. When a payment is due on a day that is not a business day, the payment shall be due the next business day, and additional fees or interest, as applicable, shall continue to accrue until paid.

(f)       Payee’s records of all payments made hereunder shall, absent manifest error, be binding on Maker for all purposes.

(g)        Principal Amounts repaid or prepaid hereunder may not be reborrowed.

2. Representations and Warranties; Covenants.

Maker hereby represents, warrants and covenants that:

(a)       it is a Delaware corporation duly organized, validly existing and in good standing;

(b)       the execution, delivery and performance by Maker of the Note have been duly authorized, and do not (i) conflict with Maker’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material requirement of law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any governmental authority by which Maker or any of its property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any governmental authority, or (v) constitute an event of default under any material agreement by which Maker is bound;

(c)       Maker is not in default under any agreement to which it is a party or by which it may be bound in which the default could reasonably be expected to have a material adverse effect on Maker’s business;

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(d)       Maker’s obligations under this Note are legal, valid and binding and enforceable against Maker in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditor’s rights in general;

(e)        As of the date hereof, and after giving effect to this Note, (i) the amount of the “present fair saleable value of the assets” of Maker exceeds the amount of all “liabilities of Maker, contingent or otherwise,” as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (ii) Maker does not have an unreasonably small amount of capital with which to conduct its business, and (iii) Maker will be able to pay its debts as they mature;

(f)       without the prior written consent of Payee, Maker shall not directly or indirectly incur any other indebtedness for borrowed money (or similar liability) other than (i) the obligations hereunder, (ii) unsecured indebtedness to the extent that such indebtedness is expressly subordinated to all obligations owing to Payee by Maker pursuant to an agreement in form and substance acceptable to Payee in its reasonable discretion and (iii) secured indebtedness arising under Permitted Liens;

(g)       subject to the prior written consent of Payee, Maker may issue unsecured subordinated debt securities on terms and conditions reasonably satisfactory to Payee, which shall include, without limitation, a subordination agreement among Payee, the holder of such debt securities and Maker;

(h)       without the prior written consent of Payee, Maker shall not directly or indirectly encumber, pledge, hypothecate or charge any of its assets or properties, except for Permitted Liens;

(i)       Maker shall not increase the principal amount of any indebtedness under the agreements set forth on Schedule A hereto (the “Prior Indebtedness”);

(j)        Maker shall maintain its legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Maker’s business or operations;

(k)       Maker shall comply with the binding terms of the Letter of Intent and merger agreement described in the Letter of Intent. Maker shall also comply with all laws, ordinances and regulations to which it is subject, noncompliance with which would reasonably be expected to have a material adverse effect on Maker’s business;

(l)       Maker shall deliver to Payee such financial information concerning Maker and its business and operations as Payee may from time to time reasonably request;

(m)       Maker shall deliver to Payee such financial information concerning Maker and its business and operations as Payee may from time to time reasonably request; and

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(n)       Maker shall: (i) do all acts that may be reasonably necessary to maintain, preserve and protect the Collateral (as defined below); (ii) not use any Collateral unlawfully or in violation of any provision of this Note or any applicable statute, regulation or ordinance or any policy of insurance covering any Collateral; (iii) pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed on or affecting any Collateral; (iv) notify Payee promptly of any change in Maker’s name, trade name(s) or style(s) or principal place of business; (v) appear in and defend any action or proceeding which may materially and adversely affect its title to or Payee’s interest in the Collateral; (vi) if Payee gives value to enable Maker to acquire rights in or the use of any Collateral, use such value for such purpose; (vii) keep separate, accurate and complete records of the Collateral and, during normal business hours, provide Payee with access to such records and such other reports and information prepared from time to time by Maker relating to the Collateral as Payee may reasonably request from time to time; (viii) not surrender or lose possession of, sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, and keep the Collateral free of all levies and security interests or other liens or charges except those created hereby; (ix) following and during the continuance of an Event of Default, account fully for and promptly deliver to Payee, in the form received, all proceeds of the Collateral received, endorsed to Payee as appropriate, and until so delivered hold all proceeds in trust for Payee, separate from all other property of Maker and identified as the property of Payee; (x) keep the Collateral in good condition and repair (normal wear and tear excepted); (xi) not cause or permit any waste or unusual or unreasonable depreciation of the Collateral; (xii) at any reasonable time, on demand by Payee, exhibit to and allow inspection by Payee (or persons designated by Payee) of the Collateral; (xiii) keep the Collateral at Maker’s principal place of business and not remove the Collateral from such location except in the ordinary course of business without the prior written consent of Payee; and (xiv) comply in all material respects with all laws, regulations and ordinances relating to the possession, operation, maintenance and control of the Collateral.

For the purposes of this Section 2, “Permitted Liens” shall mean (a) purchase money security interests in specific items of equipment, provided that such lien attaches solely to the equipment acquired and that the principal amount of such indebtedness does not exceed one hundred percent (100%) of the cost of such equipment; (b) liens for taxes, fees, assessments, or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings for which adequate reserves are being maintained; (c) liens of materialmen, mechanics, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent or are being contested in good faith by appropriate proceedings for which adequate reserves are being maintained; (d) liens of warehousemen, arising in the ordinary course of business and securing obligations which are not delinquent or are being contested in good faith by appropriate proceedings for which adequate reserves are being maintained; (e) liens which constitute banker’s liens, rights of set-off, or similar rights as to deposit accounts or other funds maintained with a bank or other financial institution arising in the ordinary course of business; (f) cash deposits or pledges to secure the payment of worker’s compensation, unemployment insurance, or other social security benefits or obligations, public or statutory obligations, surety or appeal bonds, bid or performance bonds, or other obligations of a like nature incurred in the ordinary course of business; and (g) non-exclusive licenses or sublicenses of intellectual property.

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3.                  Grant of Security. As security for the obligations of Maker to Payee arising under this Note, Maker hereby grants to Payee a continuing security interest in all its currently existing and hereafter acquired Accounts, books, Deposit Accounts, Equipment, General Intangibles, intellectual property, Inventory, Investment Property, negotiable collateral, real property, money, or other tangible or intangible property, the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance covering any or all of the foregoing (the “Collateral”). Payee’s liens in and to the Collateral shall attach to all Collateral without further act on the part of Payee. Maker shall from time to time execute and deliver to Payee, at the reasonable request of Payee, all financing statements and other documents and records that Payee may reasonably request, in form and substance reasonably satisfactory to Payee and its counsel, to perfect and continue to perfect Payee’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated hereunder. Maker authorizes Payee to file any financing statement necessary or desirable to perfect the security interest granted hereunder and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of Maker including, without limitation, any financing statement containing a description of Collateral as “all assets” or “all personal property, whether now owned or hereafter acquired.

The security interest created pursuant to this Section 3 shall terminate upon the payment of all indebtedness under this Note and payment of all fees and expenses incurred by the Payee in connection with enforcing its rights under this Note. Upon such termination, the Payee shall, at Maker’s expense, file a termination statement terminating any UCC financing statements, filings or recording documents with respect to the Collateral filed in connection herewith.

When used herein, the terms Account, Deposit Account, Equipment, General Intangibles, Inventory, and Investment Property have the respective meanings assigned thereto in the Uniform Commercial Code as in effect in the State of California on the date of this Note, as it may be amended or modified from time to time hereafter.

4.                  Use of Proceeds. Maker shall cause the proceeds of the principal to be used solely to pay and/or discharge in full all indebtedness under the agreements set forth on Schedule A and terminate any security interests associated with such indebtedness. After completing the obligations set forth in the prior sentence, Maker shall cause the proceeds of the remaining amount of the principal, if any, to be used solely as working capital to fund Maker’s general business requirements, in accordance with Maker’s organizational documents, and not for personal, family, household or agricultural purposes.

5.                  Power of Attorney. Maker does hereby irrevocably constitute and appoint Payee its true and lawful attorney with full power of substitution, for it and in its name, place and stead, to execute, deliver and file such agreements, documents, notices, statements and records, to include, without limitation, financing statements, and to do or undertake such other acts as Payee, in its sole discretion, deems necessary or advisable to effect the terms and conditions of this Note and related documents and to otherwise preserve, protect and perfect the security of the security interest in the Collateral. The foregoing appointment is and the same shall be coupled with an interest in favor of Payee. Notwithstanding the foregoing present grant of a power of attorney by Maker to Payee, except as otherwise provided in this Note and except with respect to filing of financing statements and other actions Payee deems necessary or appropriate to perfect, preserve or protect its perfection or continue the perfection of its security interests in the Collateral, Payee shall not exercise the rights granted to it under this Section 5 except after the occurrence of and during the continuance of an Event of Default.

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6.                  Events of Default. In the event of any of the following (each, an “Event of Default”):

(a)        Maker fails to pay any principal, interest or any other amount due hereunder;

(b) Maker shall have made a material misrepresentation herein;

(c)        Maker fails to perform in any material respect any agreement or covenant contained herein including, without limitation, the validity, perfection, and priority of the security interest purported to be granted hereunder;

(d)        (i) Maker voluntarily commences a case or proceeding seeking liquidation, reorganization or other relief with respect to Maker or any of its debts under any bankruptcy, insolvency or other similar law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property (hereinafter, a “Proceeding”), or (ii) an involuntary Proceeding is commenced against Maker, and such involuntary Proceeding shall remain undismissed and unstayed for a period of thirty (30) days, or (iii) an order for relief shall be entered against Maker with respect to the disposition of any of its respective property under the bankruptcy laws as now or hereafter in effect, or (iv) Maker makes an assignment for the benefit of its creditors or admits in writing its inability to pay its debts;

(e)        Maker becomes unable, admits in writing its inability to or fails to pay its debts as they come due;

(f)       One or more judgments or arbitral decisions for the payment of money in an aggregate amount in excess of $100,000 shall be rendered against Maker and the same shall remain undischarged for a period of forty-five (45) consecutive days during which execution shall not be effectively stayed; or

(g)       Maker fails to make any payment (whether of principal or interest and regardless of amount) in respect of any of the Prior Indebtedness when and as the same shall become due and payable (after the expiration of any cure period) or otherwise breaches any material covenant, term or other provision of the Prior Indebtedness,

then if such Event of Default continues unremedied for a period of more than five (5) business days (and, with respect to clause (g), after Maker has received notice of such Event of Default from Payee), except Events of Default pursuant to clause (d), (e) or (f) which shall have no grace period, (i) the obligations hereunder shall immediately and automatically become due and payable in full without presentment, demand, protest or notice of any kind (all of which are expressly waived by Maker, (ii) the interest rate applicable to all outstanding obligations shall be increased to the Default Rate, and (iii) Payee shall be entitled to exercise all of its rights and remedies under this Note and as otherwise provided under applicable law. Maker agrees to pay Payee its attorneys’ fees and disbursements in connection with the enforcement of any of Payee’s rights hereunder or in connection with the collection of amounts due hereunder following a default or an Event of Default under this Note.

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7.                  Presentment; etc. Maker hereby irrevocably waives, to the fullest extent permitted by applicable law, presentment, demand, notice of dishonor, protest or notice of any other kind in connection with this Note.

8.                  Maximum Rate. It is the express intention of Payee and Maker that nothing contained in this Note shall require Maker (before or after default) to pay interest at a rate exceeding the maximum rate permitted by applicable law. If Maker should pay or Payee should collect or receive any interest in excess of such permissible rate, such payment shall be deemed to be the property of Maker, and shall be held in trust by Payee, and repaid to Maker.

9.                  Waivers; Remedies. No failure or delay on the part of Payee or the holder of this Note in exercising any right, power or privilege hereunder and no course of dealing between Maker and Payee or the holder of this Note shall operate as a waiver therefor; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any rights or remedies which Payee or any subsequent holder of this Note would otherwise have.

10.              Amendment; Assignment. This Note may only be amended or modified in a writing signed by Payee and Maker. Payee may assign this note to any person, except as provided in any applicable subordination agreement, provided that such assignee is not a competitor of Maker (for the avoidance of doubt it being expressly agreed and understood that any assignee that is tax exempt under Section 501(c)(3) of the Internal Revenue Code shall be deemed not to be a competitor). This Note shall be binding on and inure to the benefit of Maker and Payee and their respective successors and assigns; provided, however, that Maker may not, without the prior written consent of Payee, delegate, transfer or assign any of its rights or obligations under this Note without the prior written consent of Payee.

11.              Notices. All notices, consents, requests, approvals, demands, or other communication by any party to this Note must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) business days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail; (c) one (1) business day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or email address indicated below. Payee or Maker may change its mailing or electronic mail address by giving the other party written notice thereof in accordance with the terms of this Section 11.

If to Maker:

iGambit, Inc.

1050 W. Jericho Tpke. Ste A

Smithtown, NY 11787

Attn: Elisa Luqman

Email: elisa@igambit.com

with a copy, which shall not constitute notice, to:

Dickison Wright

350 East Las Olas Blvd

Suite 1750

Ft. Lauderdale FL 33301

Phone 954-991-5426

Fax 844-670-6009

Attn: Joel D. Mayersohn

Email: JMayersohn@dickinsonwright.com

If to Payee:

Clinigence Holdings, Inc.

1100 Spring St. NW Suite 830

Atlanta, GA 30309

Attn: Jacob Margolin

Email: kobi.margolin@clinigence.com

with a copy, which shall not constitute notice, to:

Shartsis Friese LLP

One Maritime Plaza, 18th Floor

San Francisco, CA 94111

Attn: P. Rupert Russell, Esq.

Email: rrussell@sflaw.com

12.              Governing Law; Jurisdiction. This Note shall be governed by and construed in accordance with the laws of the State of Delaware. Maker and Payee hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the State of Delaware for the purpose of any action or proceeding relating to this Note. EACH OF MAKER AND PAYEE HEREBY IRREVOCABLY WAIVES TRIAL BY JURY AND ANY OBJECTION, INCLUDING WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION.

--SIGNATURE PAGE FOLLOWS--

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IN WITNESS WHEREOF, the parties hereto have caused this Secured Promissory Note to be executed by their duly authorized officers as of the date and year first above written.

MAKER:

IGAMBIT, INC.

By: /s/ John Salerno

Name: John Salerno

Title: Chief Executive Officer

June 24^th, 2019

PAYEE:

CLINIGENCE HOLDINGS, INC.

By: /s/ Jacob Margolin

Name: Jacob Margolin

Title: President

June 24^th, 2019

By: /s/ Warren Hosseinion

Name: Warren Hosseinion

Title: Chairman of the Board of Directors

June 24^th, 2019

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Schedule A

Prior Indebtedness

1. Convertible Redeemable Back End Note, dated as of January 10, 2018, by and between Maker and GS Capital Partners, LLC, in the principal amount of $120,000.

2. Convertible Promissory Note, dated as of January 3, 2019, by and between Maker and Power Up Lending Group Ltd., in the principal amount of $38,000.

3. Convertible Promissory Note, dated as of February 15, 2019, by and between Maker and Power Up Lending Group Ltd., in the principal amount of $38,000.

4. Convertible Promissory Note, dated as of March 29, 2019, by and between Maker and Power Up Lending Group Ltd., in the principal amount of $38,000.

5. Convertible Promissory Note, dated as of May 22, 2019, by and between Maker and Power Up Lending Group Ltd., in the principal amount of $38,000.

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EX-99.1

iGambit Inc. and Clinigence Holdings Inc. sign Letter of Intent for Merger

SMITHTOWN, N.Y., June 27, 2019 (Globe Newswire) iGambit, Inc. (OTCMKTS: IGMB) is pleased to announce that it has entered into a Letter of Intent (“LOI”) with Clinigence Holdings Inc. (“Clinigence”)

The merger with Clinigence Holdings Inc. offers strategic synergies with our HealthDatix Inc. subsidiary, providing a new and unique opportunity to expand on the offerings for healthcare providers to succeed in value-based care. The merger will give health system customers access to technology, clinical data and real-time patient vitals to enhance the delivery of services by lowering the cost of care and risks.

Clinigence Holdings Inc., founded in 2018 and based in Atlanta, Georgia, is a pioneer in clinical quality reporting and population health analytics. Its solution integrates clinical and claims data across multiple electronic health record (“EHR”) systems to allow its customers to improve the quality of care of its patients, improve care coordination and to reduce cost. The company also provides a turnkey solution that enables connected intelligence across the care continuum by transforming massive amounts of clinical and claims data into actionable insights. Clinigence Holdings’ platform is currently in use by 9 health plans (“HMOs”), over 15 Accountable Care Organizations (“ACOs”) and 2 Management Services Organizations (“MSOs”), 23 hospitals and over 8000 providers, with 7 million patients on the platform.

HealthDatix Annual Wellness Visit/Health Risk Assessment (“AWV/HRA”) allows primary care providers to improve patient care and reduce spending. The AWV is the cornerstone of many ACO/HMO/medical group’s strategies for strengthening primary care relationships, improving quality of care, and reducing total cost of care. Identified patients are more likely to participate in medically quantified screenings and care management programs, which lead to better care and lower healthcare costs. All of this information then becomes part of the entire population of the healthcare provider.

The proposed merger will facilitate our strategy to provide a more comprehensive solution to our customers by not only providing the AWV/HRA solution along with the CareDatix/BioDatix monitoring but the required analytics to reduce cost and provide superior opportunities to better address a patients’ healthcare needs.

By implementing an effective technology-driven oversight and compliance program, our solution can drastically reduce the number of hospitalization rates, re-hospitalization rates, and augment nursing home placement. This approach will also greatly reduce overall medical spending.

John Salerno, Chairman of iGambit stated: “We are very excited with this merger. It is a logical next step that creates substantial value for our customers and the stockholders of HealthDatix and Clinigence Holdings. It not only benefits patients and healthcare providers, but it expands the market reach for both entities creating a powerhouse of healthcare technology and a fluid patient delivery system.”

“Our merger with iGambit brings a unique value proposition to the market, as the U.S. healthcare system is shifting from fee-for-service reimbursements to value-based payments,” stated Jacob Margolin, President and Chief Executive Officer of Clinigence Holdings. “The merged company will combine the best of claims analytics, clinical information and population health management. Our industry-leading cloud based platforms allow our clients to leverage data from multiple sources to operate efficiently and to deliver the best possible outcomes for their patients.”

Warren Hosseinion, M.D., Chairman of Clinigence Holdings stated: “Our company is excited about the next milestone in our development. Together with the iGambit and HealthDatix teams, our primary goal after the merger will be to list our common stock on the Nasdaq Capital Market. We believe a listing would help broaden our shareholder base, improve liquidity and provide increased visibility to the institutional investor community, which ultimately should contribute to increased shareholder value.”

Pursuant to the LOI, iGambit shall issue newly-issued shares of common stock, on a fully-diluted pro rata basis, to the equity holders of Clinigence in exchange for 100% of the outstanding equity securities of Clinigence by means of a reverse triangular merger in which a newly formed wholly owned subsidiary of iGambit shall merge with and into Clinigence, with Clinigence continuing as the surviving corporation (the “Merger”). If the closing of the Merger occurs (the “Closing”), the former Clinigence equityholders shall own 85% of iGambit’s issued and outstanding common stock and the former iGambit equityholders shall own 15% of iGambit’s issued and outstanding common stock, in each case on a fully-diluted, as converted basis as of immediately prior to the Closing (including options, warrants and other rights to acquire equity securities of iGambit). To the extent necessary, iGambit shall increase the authorized number of shares to complete the issuance of shares set forth in the first sentence of this Section 1(c). In connection with the Merger, all outstanding indebtedness of iGambit shall be: (i) paid or discharged in full immediately prior to Closing, (ii) remain outstanding following the Closing, (iii) worked out with payment plans prior to Closing, and/or (iv) converted to common stock of iGambit prior to Closing, in each case, as mutually agreed to per the Definitive Agreements. Any repurchase rights applicable to shares of Clinigence common stock prior to the Merger shall remain in effect after the Closing, and shall become rights to repurchase the shares of iGambit common stock issued in exchange for such shares of Clinigence common stock.

A copy of the LOI in its entirety and the Form 8-K report may be accessed at www.sec.gov.

About HealthDatix

Healthy, Longer Lives, that’s our mission. Within the population of any group or organization there are people who are healthy and those that are at risk. Our mission is to aggregate their data and deliver accurate reporting necessary to make vital decisions on a course of treatment or education for those at risk. We empower you with the data needed to negotiate future health costs. We’re helping to shape the future of our nation’s health care system, with robust leveraging of technology that delivers value-based healthcare and payment without extra staff or additional efforts on the part of the caregiver. Our proprietary data analytics management uncovers new opportunities for health wellness visits and 24/7/365 monitoring of people with chronic conditions. For more information, please visit www.healthdatix.com.

About Clinigence Holdings Inc.

Clinigence Holdings is a leading healthcare information technology company providing an advanced, cloud-based platform that enables healthcare organizations to provide value-based care and population health management. The Clinigence platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of each patient and provider and virtually unlimited insights into patient populations.

iGambit (OTCMKTS: IGMB) is a fully reporting publicly-held company. For more information, please visit www.igambit.com. Information on our web-site 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," ‘primary goal,” 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, the inability of the Company to obtain or maintain the listing of the post-acquisition company’s ordinary shares on Nasdaq following the proposed transaction, 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:

John Salerno, Chairman

(631) 670-6777

john@igambit.com