On April 5, 2017, iGambit Inc., (the “Company”), through its wholly owned subsidiary
HealthDatix, Inc. a Florida corporation, (“HealthDatix”) consummated the acquisition of
certain assets of the CyberCare Health Network Division from EncounterCare Solutions Inc.
(ECSL) in accordance with an Asset Purchase Agreement (the “Agreement”) by and among,
HealthDatix, ECSL and the Company.
Pursuant to the Agreement, the ECSL will sell, convey, transfer and assign to the
HealthDatix certain assets (the “Assets”) to HealthDatix, and the HealthDatixi will purchase and
accept from the ECSL all right, title and interest in and to the Assets in exchange for sixty
million 60,000,000 shares of restricted common stock of iGambit.
The description of the Agreement set forth above does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement, which is incorporated by
reference into this Current Report on Form 8-K as Exhibit 2.1.
The Company issued a press release on April 6, 2017 announcing the consummation of
the acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference.
ITEM 1.01 Entry into a Material Definitive Agreement.
See discussions under Item 2.01 for information concerning material agreements entered
into in connection with the Company’s acquisition of certain assets of the CyberCare Health
Network Division from EncounterCare Solutions Inc.
ITEM 3.02. Unregistered Sales of Equity Securities.
See discussions under Item 2.01 for information concerning material agreements entered
into in connection with the Company’s acquisition of certain assets of the CyberCare Health
Network Division from EncounterCare Solutions Inc. and related transactions.
The Shares were issued in reliance upon the exemptions from registration under the
Securities Act of 1933, as amended, provided by Section 4(a)(2) and Rule 506 of Regulation D
promulgated thereunder. The Investors in the private placement are accredited investors as that
term is defined in Rule 501 of Regulation D and acquired the Shares for investment only and not
with a present view toward, or for resale in connection with, the public sale or distribution
thereof.
ITEM 8.01 Other Events
On April 6, 2017, iGambit issued a press release announcing that it had completed the
Acquisition of certain assets of the CyberCare Health Network Division from EncounterCare
Solutions Inc. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The Company intends to amend this Current Report on Form 8-K to file the required
financial statements within the time prescribed by this item.
(b) Pro Forma Financial Information
The Company intends to amend this Current Report on Form 8-K to file the required pro
forma financial information within the time prescribed by this item.
(c) Shell Company Transactions .
Not Applicable.
(d) Exhibits
The following Exhibits are filed as part of this Report
2.1
Asset Purchase Agreement by and among, EncounterCare Solutions, Inc.,
HealthDatix, Inc. and iGambit Inc. dated April 5, 2017.
99.1 Press release of iGambit Inc. dated April 6, 2017.
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: April 6, 2017
iGambit Inc.
By:
/s/ Elisa Luqman
Elisa Luqman
Chief Financial Officer
