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.