Current Report Filing (8-k)
June 19 2018 - 4:38PM
Edgar (US Regulatory)
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 19, 2018
iGambit
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-53862
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11-3363609
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1050
W. Jericho Turnpike, Suite A
Smithtown, New York
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11787
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(Address
of principal executive offices)
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(Zip
Code)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM
8.01 Other Events
On
June 14, 2018 iGambit Inc. (the ‘Company” OR “IGI”), entered into a Letter of Intent (the “LOI”)
with Winpoint Health Inc, (“Winpoing”) a chronic care management service company that monitors patients between office
visits by leveraging, both technology and a fully trained clinical team of healthcare professionals.
Pursuant
to the LOI, IGI would buy all of the outstanding shares of “Winpoint” and would assume all of the business operations
of “Winpoint”. “Winpoint” would operate as a wholly owned subsidiary of IGI.
Prior
to or concomitant with closing Winpoint will have secured a $2,000,000 equity investment into Winpoint, 100% of the proceeds to
be used for repayment of the debt and bridge financing as specified on Exhibit A attached hereto, and the balance for working
capital for the post transaction consolidated company.
The
consideration for the purchase would be as follows
:
Winpoint shareholders and the equity investors (collectively, “WP
Shareholders”) shall receive IGI Common Shares equal to 65% of the issued and outstanding shares post Transaction.
For
illustration purposes: If at Closing IGI has 140,000,000 shares issued and outstanding, the WP Shareholders shall receive 260,000,000
IGI common shares.
The
LOI has certain binding and non-binding obligations and the transaction is subject to various conditions to closing, including
satisfactory completion of due diligence, 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.
ITEM 7.01
Regulation
FD Disclosure
On
June 19, 2018, 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
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Press Release related to Announcement of Letter of Intent dared June 14, 2018
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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: June 19, 2018
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iGambit Inc.
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By:
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/s/ Elisa Luqman
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Elisa Luqman
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Chief Financial Officer
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