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.