ITEM 1.01 Entry into a Material Definitive Agreement

On August 8, 2019, iGambit, Inc., a Delaware corporation (“ iGambit ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among iGambit, Clinigence Holdings, Inc., a Delaware corporation (“ Clinigence ”), HealthDatix, Inc., a Delaware corporation and wholly owned subsidiary of iGambit (“ Merger Sub ”), and John Salerno, an individual and holder of iGambit shares constituting a majority of the votes eligible to be cast by all of the stockholders of iGambit (the “ Signing Stockholder ”).

The Merger Agreement provides for the merger of Merger Sub with and into Clinigence (the “ Merger ”). As a result of the Merger, Merger Sub will cease to exist, and Clinigence will continue as the surviving corporation. After the Merger, Clinigence will be a direct wholly owned subsidiary of iGambit, and the former Clinigence stockholders will have a direct equity ownership and controlling interest in iGambit.

At the effective time of the Merger (the “ Effective Time ”), each share of Clinigence Common Stock issued and outstanding immediately prior to the Effective Time (other than certain cancelled shares) will be converted into the right to receive such number of fully paid and nonassessable shares of iGambit Common Stock that would result in the stockholders of Clinigence (the “ Clinigence Stockholders ”) having a right to receive an aggregate number of shares of iGambit Common Stock immediately following the Effective Time that represent 85% of the total issued and outstanding iGambit Common Stock on a fully diluted, as converted basis immediately following the Effective Time, assuming there are no dissenting stockholder interests as of the Effective Time (“ Exchange Ratio ”). At the Effective Time, each option and warrant to acquire shares of Clinigence Common Stock (each, a “ Clinigence Stock Option ” or “ Clinigence Warrant ” as the case may be) that is outstanding immediately prior to the Effective Time whether or not they are vested or exercisable will by virtue of the Merger be assumed by iGambit and will be converted into an iGambit stock option or warrant. Each such iGambit stock option or warrant as so assumed and converted will continue to have and will be subject to the same terms and conditions as applied to the Clinigence Stock Option or Warrant immediately prior to the Effective Time. As of the Effective Time, each such iGambit Stock Option or Warrant as so assumed and converted will be an option or warrant to acquire that number of whole shares of iGambit Common Stock (rounded down to the nearest whole share) (the “ iGambit Option Shares ”) or (the “ iGambit Warrant Shares ”) equal to the product of (i) the number of shares of Clinigence Common Stock subject to such Clinigence Stock Option or Warrant, and (ii) the Exchange Ratio, at an exercise price per share of iGambit Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Clinigence Common Stock of such Clinigence Stock Option or Clinigence Stock Warrant by (B) the Exchange Ratio, subject, in the case of the options, to certain tax requirements.

The Merger Agreement contains customary representations, warranties and covenants, including covenants relating to (i) the conduct of iGambit’s and Clinigence’s business during the interim period between the execution of the Merger Agreement and the Closing, (ii) mutual continued access to information regarding the entity’s operations, and (iii) iGambit’s, Clinigence’s, and the Signing Stockholder’s obligations to use their commercially reasonable efforts to consummate the Merger.

The Merger is also subject to various closing conditions, including, but not limited to the following:

• The redemption at par value or cancellation for no consideration of all issued and outstanding shares of iGambit Series A Preferred Stock; provided, however, that iGambit may not redeem or cancel its Series A Preferred Stock more than two (2) Business Days prior to the Closing Date without the prior consent of Clinigence.

• The repayment or conversion by iGambit of any outstanding promissory notes other than the July 2019 Note and the August 2019 Note (as such terms are defined below).

• The conversion to equity of a portion of the deferred compensation obligations of iGambit.

• The completion by iGambit of a reverse stock split of between 100 to 1 and 500 to 1, including providing an information statement to its securityholders with respect thereto at least 20 days prior to such stock split becoming effective.

• The adoption, and submission to its stockholders for approval, by iGambit of an equity incentive plan in form and substance satisfactory to Clinigence.

• The amendment of iGambit’s Certificate of Incorporation to change its name to Clinigence Holdings, Inc., eliminate its Series A Preferred Stock as authorized shares and, if necessary to complete the Merger, increase the number of authorized shares of iGambit Common Stock.

• The submission of an application by iGambit to the Financial Industry Regulatory Authority (“ FINRA ”) to change its ticker symbol to one that is mutually agreed by iGambit and Clinigence and obtain any requisite approvals of FINRA to the Merger or any of the other matters or transactions contemplated by the Merger Agreement.

Upon the closing of the Merger, Warren Hosseinion, Jacob Margolin, Lawrence Schimmel, Martin Breslin, Mitchell Creem, Mark Fawcett, David Meiri, John Waters and Elisa Luqman will be appointed as members of the Board of Directors and Jacob Margolin will be appointed as Chief Executive Officer, Elisa Luqman will be appointed as Chief Financial Officer, Secretary and General Counsel, Charles Kandzierski will be appointed Chief Operating and Information Officer, and Lawrence Schimmel will be appointed as Chief Medical Officer. John Salerno, iGambit’s President, will resign as an officer and director of iGambit, and will enter into an agreement granting him customary observer rights with respect to the Board of Directors for two (2) years following the Closing.

Under the Merger Agreement, iGambit is subject to a customary “no shop” restriction on its ability to solicit alternative acquisition proposals or to provide information to or engage in discussions or negotiations with third parties regarding alternative acquisition proposals. The no-shop provision is subject to a customary “fiduciary out” provision that allows iGambit, during the twenty (20) day period after the mailing of iGambit’s Information Statement, to provide information and participate in discussions with respect to any unsolicited acquisition offer that is likely to result in a superior offer, provided certain other conditions are met.

The Merger Agreement contains certain termination rights, including a termination right of iGambit in order to accept a Superior Proposal if certain requirements are met, and provides that in the event of termination of the Merger Agreement under specified circumstances, iGambit will owe Clinigence a cash termination fee of $400,000 plus any out of pocket expenses incurred by Clinigence in connection with the Merger Agreement.

The Merger Agreement may also be terminated (i) by mutual written consent of iGambit and Clinigence, (ii) by either iGambit and Clinigence if the transactions contemplated by the Merger Agreement are not consummated on or before November 30, 2019, provided that the right to terminate will not be available to any party whose failure to fulfill any material obligation was the cause of or resulted in the failure of the transactions contemplated by the Merger Agreement to be consummated by such date, (iii) by either iGambit and Clinigence if the other party has breached any of its covenants, agreements or representations and warranties (and has not cured its breach within 30 days of the giving of notice of such breach), or (iv) by either iGambit and Clinigence of the other party discloses any facts, circumstances or matters not disclosed in any Schedules delivered on or prior to the Signing Date that, individually or in the aggregate, could reasonably be expected to result in a material adverse effect on Clinigence.

In connection with the Merger Agreement, John Salerno, who holds a majority of the voting power of iGambit, is required to vote in favor of the Merger.

Clinigence, Merger Sub and iGambit intend that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

The Merger Agreement governs the contractual rights between the parties in relation to the Merger. The Merger Agreement has been filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about any of iGambit, Clinigence or Merger Sub’s public reports filed with the Securities and Exchange Commission. In particular, the Merger Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to iGambit, Clinigence or Merger Sub’s. The representations and warranties contained in the Merger Agreement have been negotiated with the principal purpose of establishing the circumstances in which a party may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable under the securities laws.

On June 24, 2019, Clinigence and iGambit entered into a six (6) month Promissory Note (the “ June 2019 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 June 2019 Note and any remainder thereof to be utilized as working capital. The June 2019 Note was disclosed on the Company’s current report on Form 8-K filed on June 27, 2019.

On August 6, 2019, Clinigence and iGambit entered into a Promissory Note maturing concurrently with the June 2019 Note (the “ August 2019 Note ”), pursuant to which Clinigence loaned to iGambit $25,000 solely to pay off certain iGambit convertible notes and any remainder thereof to be utilized as working capital.

The description of the August 2019 Note set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the August 2019 Note, which is incorporated by reference into this Current Report on Form 8-K as Exhibit 10.1.