VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Board of Directors fixed the close of business on September 24, 2019 as the record date for the determination of the common and preferred stockholders entitled to notice of the action by written consent.

At the record date, the Company had 800,000,000 shares of common stock authorized with a stated par value of $0.001, of which approximately 388,553,890 (not including 10 million shares held in treasury) million shares of common stock were issued and outstanding, excluding warrants, options and shares estimated for the conversion of notes and 100 million shares of authorized preferred stock, no par value, of which 1,000 shares of Series A Preferred Stock is issued and outstanding. The holders of shares of common stock are entitled to one vote per share on matters to be voted upon by stockholders.  The holder of the Series A Preferred Stock is entitled to a vote equal to 51% of all matters brought before the common stockholders, and therefore, have majority voting control.

All of the holders of the Series A Preferred Stock of the Company, as of the record date, have consented to the proposed Actions. These stockholders have consented to the Merger, the Reverse Stock Split, the Name Change, the Incentive Plan, and the Bylaws. This consent was sufficient, without any further action, to provide the necessary stockholder approval of the action.

BOARD OF DIRECTORS’ RECOMMENDATION

AND STOCKHOLDER APPROVAL

In accordance with Delaware General Corporation Law (“DGCL”), on August 7, 2019, our Board of Directors voted to authorize and seek approval of our stockholders of the Merger, the Reverse Stock Split, the Name Change, the Incentive Plan, the Bylaws and the Ratification of Appointment of Directors. In the absence of a meeting, the affirmative consent of holders of a majority of the vote represented by our outstanding shares of Series A Stock was required to approve the Merger, the Reverse Stock Split, the Name Change, the Incentive Plan, the Bylaws and the Ratification of Appointment of Directors.  Because holders of all shares of Series A Stock signed a written consent in favor of the Merger, the Reverse Stock Split, the Name Change, the Incentive Plan, the Bylaws and the Ratification of Appointment of Directors, adopt the Merger, amend the Certificate of Incorporation to effect the Reverse Stock Split and Name Change, to adopt the Incentive Plan and to adopt the Amended and Restated Bylaws. The Merger, the Reverse Stock Split, the Name Change, the Incentive Plan, the Bylaws and the Ratification of Appointment of Directors cannot be effectuated until twenty (20) days after the mailing of this Information Statement. The Reverse Stock Split and the Name Change Amendment will be effective upon the filing of an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, which is expected to occur as soon as reasonably practicable on or after the 20th day following the mailing of this Information Statement to stockholders.

The information contained in this Information Statement constitutes the only notice we will be providing stockholders.

FORWARD-LOOKING STATEMENTS

This Information Statement, including information incorporated by reference into this Information Statement, includes forward-looking statements regarding, among other things, iGambit’s and Clinigence’s plans, strategies and prospects, both business and financial. Although iGambit and Clinigence believe that their plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither iGambit nor Clinigence can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” from time to time in iGambit’s filings with the SEC. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Many of the forward-looking statements contained in this presentation may be identified by the use of forward-looking words such as “believe”, “expect”, “anticipate”, “should”, “planned”, “will”, “may”, “intend”, “estimated”, “aim”, “on track”, “target”, “opportunity”, “tentative”, “positioning”, “designed”, “create”, “predict”, “project”, “seek”, “would”, “could”, “continue”, “ongoing”, “upside”, “increases” and “potential”, among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this presentation are set forth in other reports or documents that we file from time to time with the SEC.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Information Statement. All forward-looking statements included herein attributable to any of iGambit, Clinigence or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

All forward-looking statements in this Information Statement are current only as of the date on which the statements were made. iGambit and Clinigence do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any statement is made or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS REGARDING THE ACTIONS

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Actions. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this Information Statement, the annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement, each of which you should read carefully.

Q.       What is the proposed transaction and what effects will it have on the Company?

A. On August 8, 2019, iGambit, Inc., a Delaware corporation (“iGambit”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Clinigence Holdings, Inc., a Delaware corporation (“Clinigence”), iGambit, iGambit’s wholly owned subsidiary, HealthDatix, Inc., a Delaware corporation (“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 proposed transaction is the Merger of the Merger Sub with Clinigence pursuant to the Merger Agreement. Once the closing conditions under the Merger Agreement have been satisfied or waived and subject to the other terms and conditions in the Merger Agreement, Merger Sub, a wholly owned subsidiary of iGambit, will merge with and into Clinigence. Clinigence will be the surviving corporation of the Merger and a wholly owned subsidiary of iGambit and the separate corporate existence of Merger Sub will cease. iGambit shall change its name to Clinigence Holdings, Inc.

Q.       What will iGambit Stockholders retain in the Merger?

A. Subject to the terms of the Merger Agreement, at the Effective Time of the Merger, Clinigence stockholders will receive a number of newly issued shares of iGambit common stock determined using the exchange ratio described below in exchange for their shares of Clinigence stock.

 Following the Merger, stockholders of Clinigence will become the majority owners of iGambit.

At the Effective Time, all outstanding shares of Clinigence common stock will be converted solely into the right to receive a number of shares of iGambit common stock such that the holders of outstanding equity of Clinigence immediately prior to the Effective Time will own approximately 85%, on a fully-diluted basis, of the outstanding equity of iGambit immediately following the Effective Time, and holders of outstanding equity of iGambit immediately prior to the Effective Time will own approximately 15%, on a fully-diluted basis, of the outstanding equity of iGambit immediately following the Effective Time, which ratio we refer to herein as the “Exchange Ratio.”

Q. When do you expect the Merger to be completed?

A: Pursuant to the terms of the Merger Agreement and a subsequent amendment, the Merger must be consummated by the outside date of November 30, 2019 which may be further extended by the parties, and the Merger will become effective at such time as a certificate of merger is duly filed with the Secretary of State of Delaware, unless a later date is specified therein.

Q: What happens if the Merger is not completed?

A: If the Merger is not completed for any reason, iGambit will remain an independent public company, its common stock will continue to be listed and traded on OTC Pink Marketplace and registered under the Exchange Act and iGambit will continue to file periodic reports with the SEC. 

Q: Is the Merger subject to the fulfillment of certain conditions?

A: Yes. Before the Merger can be completed iGambit and Clinigence must fulfill or, if permissible, waive several closing conditions. If these conditions are not satisfied or waived, the Merger will not be completed. See “The Merger Agreement — Closing Conditions of the Merger” beginning on page 20.

Q: What happens to Options and Warrants if the Merger is completed?

A: At the Effective Time, each Option and Warrant, whether vested or unvested, that is outstanding immediately before the Effective Time will remain outstanding immediately following the Effective Time.

Q: Why is iGambit effecting the Reverse Stock Split?

A. The Reverse Stock Split of iGambit’s issued and outstanding common stock will be effected by a ratio of not less than one-for-one hundred and not more than one-for-five hundred, with the exact ratio to be set at a whole number within this range as determined by iGambit’s Board of Directors in its sole discretion.

iGambit’s Board of Directors believes that the Reverse Stock Split is in the best interest of iGambit. A Reverse Stock Split typically will initially result in an increase in the price per share of iGambit’s common stock. The Board believes that an increased stock price may encourage investor interest and improve the marketability and liquidity of iGambit’s common stock. In addition, iGambit may in the future seek a listing on a national exchange, for which a higher stock price than the current price will be required. Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers and investors. iGambit’s Board of Directors believes that the anticipated higher market price resulting from a Reverse Stock Split may reduce, to some extent, the negative effects on the liquidity and marketability of the common stock inherent in some of the policies and practices of institutional investors and brokerage firms described above. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of iGambit’s common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

Prior to the Effective Time, iGambit will effect the Reverse Stock Split.

Q: What happens to Options and Warrants if the Reverse Stock Split is completed?

 A: At the Effective Time, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders thereof to purchase shares of the Common Stock, which will result in approximately the same aggregate price being required to be paid for such options and warrants upon exercise of such options warrants immediately preceding the reverse stock split. 

Q: Why is iGambit changing the name of iGambit after the effective date of the Merger to “Clinigence Holdings, Inc.”?

A: Further to the Merger Agreement, the name of iGambit will become “Clinigence Holdings, Inc.” after the Effective Date of the Merger. An amendment to the Company’s Certificate of Incorporation is required to effect the Name Change. The board of directors believes that changing the name of the combined company to Clinigence Holdings, Inc. better reflects the future direction and focus of the combined company.

Q: Did the Board approve and recommend the Merger?

A: Yes. In its review the Board consulted with its management, legal and financial advisors, and reviewed a significant amount of information and considered a number of factors, including, among others, the following factors: (i) the information Clinigence provided regarding its technology, products and services, management experience and potential competitive position; (ii) the financial, operational, businesses and strategic objectives of Clinigence; (iii) the willingness of Clinigence to lend funds to iGambit prior to the Merger to pay off iGambit’s short term convertible debt and to be used for working capital; (iv) the current target markets proposed by Clinigence; (v) the consideration to be received by iGambit’s stockholders for the Merger; (vi) the terms, conditions and obligations of the Merger Agreement; (vii) possible alternative strategies and prospects for iGambit as an independent company and (viii) the financial condition and future prospects for iGambit.

Specifically, the iGambit Board considered that iGambit has not been able to adequately fund its HealthDatix subsidiary and achieve sustaining revenue. This merger with Clinigence presented the opportunity to achieve revenue through synergistic products and common target market customers. The iGambit Board also considered that Clinigence's management has extensive experience in the health technology and related industry.

The iGambit Board further considered that Clinigence’s management has extensive experience in the successful growth and expansion of healthcare related companies in the public arena, most significantly, Clinigence’s Chairman, Dr. Warren Hosseinion’s success with Apollo Medical Holdings (NASDAQ: AMEH). 

Q: What happens if a third party makes an offer to acquire the Company before the Merger is completed?

A: If a third party makes an unsolicited, written bona fide Acquisition Proposal to the Company prior to Closing, the Company may, negotiate and discuss such proposal with the third party under certain circumstances specified in the Merger Agreement. If the Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to or result in, a Superior Proposal and the Company notifies Clinigence, and complies with certain additional requirements in the Merger Agreement, including, if requested by Clinigence, negotiating with Clinigence during a period of ten (10) business days, so that Clinigence has the opportunity to submit a matching or topping proposal, and Clinigence does not submit a matching or topping proposal during such ten (10) business day period, then the Company may terminate the Merger Agreement. In which case the Company must (i) pay Clinigence $400,000, (ii) reimburse Clinigence all out of pocket expenses incurred by Clinigence in connection with the transactions contemplated herein, and (iii) repay the balance and accrued interest outstanding on the promissory note in favor of Clinigence, the total sum amount of which shall be due and payable immediately upon such termination.

Q: Should I send in my Company Common Stock certificates now?

A: No. Please do NOT return your Company Common Stock certificate(s) to the Company.  As of the effective date of the Reverse Stock Split, each certificate representing shares of iGambit common stock before the Reverse Stock Split would be deemed, for all corporate purposes, to evidence ownership of the reduced number of shares of iGambit’s common stock resulting from the Reverse Stock Split.

iGambit’s transfer agent will be available to effect the exchange of stock certificates. After the Effective Date, stockholders and holders of securities exercisable for iGambit’s common stock will be notified of the effectiveness of the Reverse Stock Split. Persons who hold their shares in brokerage accounts or “street name” will not be required to take any further actions to effect the exchange of their shares. No new certificates will be issued to a stockholder until such stockholder has surrendered any outstanding certificates to the transfer agent. Until surrendered, each certificate representing shares before the Reverse Stock Split will continue to be valid and will represent the adjusted number of shares based on the ratio of the Reverse Stock Split. Stockholders should not destroy any stock certificate and should not submit any certificates until after the Reverse Stock Split has become effective.

Q: Will I owe taxes as a result of the Reverse Stock Split?

A: No gain or loss should be recognized by a stockholder upon his or her exchange of pre-Reverse Stock Split shares for post-Reverse Stock Split shares. The aggregate tax basis of the post-Reverse Stock Split shares received (including any fraction of a new share deemed to have been received) will be the same as the stockholder’s aggregate tax basis in the pre-Reverse Stock Split shares exchanged therefor. The stockholder’s holding period for the post- Reverse Stock Split shares will include the period during which the stockholder held the pre-Reverse Stock Split shares surrendered in the Reverse Stock Split.

Q: Why is iGambit adopting the Incentive Plan?

A: The purpose of the Incentive Plan is to increase our ability to attract and retain talented employees, consultants and directors and thereby enhance our growth and profitability. Under the 2019 Stock Incentive Plan, options to purchase common stock, including incentive stock options, restricted stock awards and other equity-based compensation, may be awarded to directors, officers, employees, consultants or other agents. Stockholder approval of the Incentive Plan is required for purposes of compliance with certain exclusions from the Internal Revenue Code of 1986, as amended (the “Code

Prior to the execution of the Effective Time, iGambit will adopt the Incentive Plan.

Q: Why is iGambit adopting the Bylaws?

A: The Bylaws were drafted to address a number of DGCL and general corporate governance related developments since the original Bylaws were adopted over nineteen years ago. The adoption of the Bylaws will result in greater flexibility in permitting management to complete and carry out certain corporate actions with Board approval and without the need to seek stockholder approval, where such approval is not required by the DGCL, the Company’s Certificate of Incorporation or other applicable state and Federal securities laws. An advantage to the adoption of the Bylaws is that time and expense associated with seeking stockholder approval by a public reporting company that results from the need to prepare and file a proxy statement prior to carrying out certain corporate actions can be avoided.

Q: Why am I not being asked to vote on the Actions?

A: In accordance with Delaware General Corporation Law on August 7, 2019, our Board of Directors, believing it to be in the best interests of the Company and its stockholder approved the Actions, subject to shareholder approval. On September 24, 2019 Mr. John Salerno, the sole holder of Series A Preferred Shares and thus holder of the majority of our outstanding voting power, believing it to be in the best interests of the Company and its stockholders, approved the Actions.

Q: Why did I receive this Information Statement?

A: Applicable laws and securities regulations require us to provide you with notice of the Written Consent that was delivered by the Majority Stockholders, as well as other information regarding the Actions, even though your vote or consent is neither required nor requested to adopt or authorize the Actions.

Q: Do I have appraisal rights?

A: Neither the Delaware General Corporate Law nor our Certificate of Incorporation or Bylaws provide our Stockholders with appraisal rights in connection with the Actions discussed in this Information Statement.

Q: Who is paying for the Information Statement?

A: The Company will pay for the delivery of this Information Statement.

Q: What is householding and how does it affect me?

A: The SEC permits companies to send a single set of certain disclosure documents to stockholders who share the same address and have the same last name, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate set of disclosure documents. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.

If you received a householded mailing and you would like to have additional copies of this Information Statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to the Company by phone at (631) 670-6777 or by email to info@igambit.com or by mail to iGambit, Inc., 1050 W. Jericho Tpke. Ste.A, Smithtown, NY 117877. We will promptly send additional copies of this Information Statement upon receipt of such request.

Q: Where can I find more information about the Company?

A: We file periodic reports and other information with the SEC. You may read and copy this information at the SEC’s public reference facilities. Please call the SEC at (800) SEC-0330 for information about these facilities. This information is also available on the website maintained by the SEC at www.sec.gov.

Q: Who can help answer my other questions?

A: If you have more questions about the Merger, please contact us at (631) 670-6777 or info@igambit.com. If your broker holds your shares, you should call your broker for additional information.

ACTION 1 THE MERGER

In accordance with Delaware General Corporation Law on August 7, 2019, our Board of Directors believing it to be in the best interests of the Company and its stockholders, approved the Merger, and on September 24, 2019 Mr. John Salerno, the sole holder of Series A Preferred Shares and thus holder of the majority of our outstanding voting power, believing it to be in the best interests of the Company and its stockholders, approved the Merger. A copy of the form of the Merger Agreement is attached as Annex A to this Information Statement.

Parties Involved in the Merger

iGambit, Inc.

iGambit, through its wholly owned subsidiary HealthDatix™ Inc., a Florida corporation, (“HealthDatix FL”) is a medical technology company that provides end to end Software-as-a-Service (“SaaS”) solutions, services and products via our HealthDatix Platform that manages, reports, and analyzes critical data, enabling healthcare and commercial organizations to deliver positive member outcomes.

Clinigence Holdings, Inc.

Clinigence is a leading healthcare information technology company providing an advanced, cloud-based platform that enables healthcare organizations to provide value-based care and population health management. The Clinigence platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of each patient and provider and virtually unlimited insights into patient populations.

Clinigence is the culmination of the combination of Clinigence, LLC and QualMetrix, Inc., two pioneering healthcare information technology companies.

Clinigence, LLC, founded in 2010 and based in Atlanta, Georgia, is a pioneer in clinical quality reporting. Its solution integrates clinical and claims data across multiple electronic health record (“EHR”) systems to allow its customers to improve the quality of care of its patients, improve care coordination and to reduce cost.

QualMetrix, Inc., founded in 2013 and based in Miramar, Florida, is a population health analytics company that provides turnkey solutions that enable connected intelligence across the care continuum by transforming massive amounts of clinical and claims data into actionable insights.

Clinigence’s platform is currently in use by 14 Accountable Care Organizations (“ACOs”), 7 Managed Services Organizations (“MSOs”), 5 health plans, 35 hospitals, and over 8,000 individual providers, and hosting more than 9 million patient records.

Merger Sub

Merger Sub is a wholly owned subsidiary of iGambit, Inc. formed solely for the purpose of effecting a merger or acquisition. Merger Sub was incorporated under the laws of Delaware in October 17, 2013 original under the name Securecare Corp. and renamed HealthDatix, Inc. in 2017. Merger Sub is separate and distinct from our wholly owned subsidiary HealthDatix, Inc., a Florida corporation (“HealthDatix FL”).

Effect of the Merger

Under the terms of the Merger Agreement, upon completion of the Merger, Merger Sub will merge with and into Clinigence. Clinigence will be the surviving corporation in the Merger and will become a wholly owned subsidiary of iGambit. Subject to the terms of the Merger Agreement, at the effective time of the Merger, Clinigence stockholders will receive a number of newly issued shares of iGambit’s common stock determined using the Exchange Ratio described below in exchange for their shares of Clinigence stock. Following the Merger, stockholders of Clinigence will become the majority owners of iGambit, and will own approximately 85%, on a fully-diluted basis, of the outstanding equity of iGambit immediately following the Effective Time and holders of outstanding equity of iGambit immediately prior to the Effective Time will own approximately 15%, on a fully-diluted basis, of the outstanding equity of iGambit immediately following the Effective Time, which ratio we refer to herein as the “Exchange Ratio.”

Effective Time

The time at which the Merger will become effective, which we refer to as the “Effective Time” of the Merger, will occur upon the filing of a certificate of merger with the Secretary of State of Delaware.

Merger Consideration

At the Effective Time, all outstanding shares of Clinigence common stock will be converted solely into the right to receive a number of shares of iGambit’s common stock such that the holders of outstanding equity of Clinigence immediately prior to the Effective Time will own approximately 85%, on a fully-diluted basis, of the outstanding equity of iGambit immediately following the Effective Time and holders of outstanding equity of iGambit immediately prior to the Effective Time will own approximately 15%, on a fully-diluted basis, of the outstanding equity of iGambit immediately following the Effective Time.

Effect on iGambit if the Merger is Not Completed

If the Merger is not completed for any other reason, iGambit will remain an independent public company, its common stock will continue to be listed and traded on OTC Pink Marketplace and registered under the Exchange Act and iGambit will continue to file periodic reports with the SEC.

If the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of iGambit’s common stock. If the Merger is not completed, iGambit’s board of directors will continue to evaluate and review iGambit’s business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to iGambit will be offered or that iGambit’s business, prospects or results of operation will not be adversely impacted.

Background of the Merger

The Board determined that one alternative was to merge with a healthcare technology company with revenue and the potential to expand the product offerings and shareholder value.

In connection with these activities, in May 2018, one of iGambit’s advisors introduced iGambit to their Chronic Care Management (CCM) partner company interested in merging with a public entity. During an initial conference call with the CCM company, the CCM’s financial consultant (the “Consultant”) participated in the call. Certain synergies were identified, and it was determined that discussions should continue. On May 16, 2018, iGambit signed a consulting agreement with a twelve (12) month term with Consultant to assist the Company in advising of potential merger partners and developing corporate partnering relationships, provide introductions to professional analysts and money managers and assist the Company in financing arrangement, among other services.

On May 29, 2018, the Consultant, the principal of the CCM company, and a financial analyst came to iGambit’s office to meet with iGambit’s Chief Executive Officer (“CEO”), Executive Vice President and General Counsel, and an advisor to the Board. Preliminary discussions began regarding the structure of a potential merger with the CCM company. Between May 29, 2018 and June 14, 2018, several additional meetings and conference calls were held outlining a potential deal. On June 14, 2018, iGambit and the CCM entered a Letter of Intent (LOI) to merge. One of the terms of the LOI, was that the CCM would secure a minimum of $2,000,000 in equity financing for the merged companies. Upon signing of the LOI mutual due diligence commenced and the Consultant began the financing efforts. Several funding resources were identified. Funding was delayed because the funding resources were waiting for a certain potential customer contract to be signed. The contract was signed in September 2018, and on September 7, 2018, an Amended LOI was executed in anticipation of funding being secured. Unfortunately, the funding was further delayed, as the contract did not guarantee sufficient enough sustaining recurring revenue in the near term, and pursuant to the contract revenue would not start ramping up until close to 2020. Acknowledging that the CCM financing and merger was taking too long, and appeared unlikely to close in a timely manner, iGambit began aggressively seeking out other options.

In September 2018, iGambit began discussions with a small group of independent investors. After several meetings in Florida with our HealthDatix subsidiary management team, this group became interested in investing in iGambit. In November 2018 they were in the process of another financial transaction that was expected to close in the ensuing sixty (60) to ninety (90) days. In December 2018, this group informed us that they want to invest some of the proceeds of this transaction into iGambit. On December 3, 2018, they signed a term sheet to invest a minimum $1,000,000 to a maximum of $3,000,000 into iGambit. Unfortunately, the closing of their other financing transaction has been continually delayed.

Simultaneously, in December 2018, one of iGambit’s stockholders, introduced iGambit to a third-party administrator (TPA) of healthcare services who was looking to possibly merge with a public company. On December 28, 2018, a member of our HealthDatix management, along with the stockholder, and a potential investor met with the TPA’s CEO. Discussions began regarding how the two companies could work together and type of transaction that could take place. Between December, through April 23, 2019, several meetings, conference calls and discussions of potential terms of a transaction occurred. Although discussions continued, the TPA was never able to come up with a definitive offer.

On April 26, 2019, Dr. Warren Hosseinion, Chairman of Clinigence Holdings, Inc. reached out to Elisa Luqman, Chief Financial Officer (“CFO”) and General Counsel of iGambit, via email, asking if iGambit would be interested in a potential merger. After looking up Dr. Hosseinion’s background, particularly his position at Apollo Medical Holdings (NASDAQ: AMEH) as well as Clinigence’s service offerings, and informing the CEO John Salerno and Board Advisor John Waters, Ms. Luqman responded to Dr. Hosseinion that iGambit was indeed interested.

On April 26, 2019, Dr. Hosseinion contacted Elisa Luqman via phone to introduce himself formally and his plans regarding Clinigence. This preliminary discussion included high-level potential synergies and future strategies. Between April 26, 2019 and May 14, 2019, Dr. Hosseinion and Elisa Luqman continued email and telephone correspondence outlining the general terms of a potential merger.

At that time, Clinigence Holdings, Inc. had been incorporated and combined Clinigence, LLC and QualMetrix, Inc. (“QMX”), with Clinigence, LLC being a wholly owned subsidiary of Clinigence Holdings, Inc. By mid-May, Clinigence had raised approximately $4,000,000 in funding for the QMX combination, and was actively seeking a merger partner in the public arena. Clinigence was attracted to our HealthDatix subsidiary.

On May 15, 2019, Dr. Warren Hosseinion and Mitchell Creem from Clinigence, and Elisa Luqman, John Salerno, and John Waters from iGambit, held a conference call to discuss the synergies between the companies, Clinigence’s future plans, the general terms of a potential merger and next steps.

Accordingly, the iGambit Board determined to pursue continued discussions with Clinigence.

From May 15, 2019 through May 31, 2019, iGambit and Clinigence had frequent conference calls and email exchanges discussing the possibility of pursuing a strategic transaction whereby the two companies would merge. One of the key topics of discussion was iGambit’s need to pay its short-term convertible debt and need of short-term working capital until a merger could be completed. It was agreed that Clinigence would advance funds to iGambit, but first needed to perform due diligence.

Additionally, the Exchange Ratios ranging from 60:40 to 90:10 in favor of Clinigence were discussed and evaluated. Ultimately, these negotiations resulted in agreement of an exchange ratio which would provide the stockholders of Clinigence with 85%, on a fully-diluted basis, of the outstanding shares of iGambit common stock following the Merger. This number also took into consideration certain factors; including, but not limited to, (1) Clinigence paying iGambit’s short term convertible debt; (2) Clinigence assuming iGambit’s remaining liabilities; (3) iGambit having nominal revenue; (4) Clinigence having revenue and the necessary working capital to support the consolidated company post-merger; and (5) Clinigence’s management’s team ability to raise additional funding post-merger.

On June 1, 2019, Clinigence and iGambit entered into a Non-Binding Indication of Interest (IOI), pursuant to which the parties would engage in two (2) weeks of aggressive mutual due diligence. Upon the successful completion and mutual satisfaction of due diligence, the parties would enter in a Letter of Intent (LOI) to merge and Clinigence would advance iGambit $393,092.28, in the form of a Promissory Note, $293,092.28 of which would be used solely to pay off iGambit’s short-term convertible debt, $100,000 to be used by iGambit as working capital.

On June 12, 2019, Elisa Luqman from iGambit, Jerry Robinson, Mary-Jo Robinson and Kathleen Shepherd (the “HealthDatix Management Team”) met with Clinigence’s management team, consisting of Dr. Warren Hosseinion (Chairman), Mihir Shah (CFO), Dr. Larry Schimmel (CMO and the co-founder of QualMetrix), Chuck Kandzierski (COO/CIO) at HealthDatix’s headquarters in St. Petersburg, FL for the review of each company’s technology and capabilities.

After successful completion of the mutual due diligence, on June 24, 2019 iGambit, Inc. entered into a Letter of Intent (the “LOI”) with Clinigence Holdings, Inc. pursuant to which Clinigence loaned iGambit $393,092.28. On June 25, 2019 all of iGambit’s outstanding short-term convertible notes totaling $293,092.28 were retired and iGambit received $100,000 from Clinigence to be used as working capital. On June 26, 2019 a Form 8-K was filed by iGambit with the Securities and Exchange Commission to announce that the LOI had been executed.

On June 27, 2019, Elisa Luqman, John Salerno, and John Waters held conference calls with an investment banking firm for recommendations on determining the reverse stock split range for iGambit.

On July 10, 2019, Elisa Luqman and the HealthDatix Management Team met with Kobi Margolin (CEO and founder of Clinigence) and the Clinigence senior management team at Clinigence’s headquarters in Atlanta, GA, to continue the review of each company’s technology and capabilities.

On July 15, 2019, legal counsel to Clinigence presented a draft of the Merger Agreement to iGambit. On July 16, 2019, iGambit’s outside counsel provided initial markup and notes on the draft and it was circulated to the Board and advisor for review.

On July 17, 2019 Elisa Luqman, John Salerno, John Waters and Dr. Warren Hosseinion held conference calls with two additional investment banking firms for recommendations on determining the reverse stock split range for iGambit.

On July 25, 2019, the Board and advisor met to review and discuss the draft. On August 1, 2019, a revised marked version was sent to iGambit’s outside legal counsel for review. On August 2, 2019, a marked-up version was submitted back to Clinigence’s legal counsel. Simultaneously, during the Merger Agreement draft review process Clinigence’s auditors worked aggressively to complete the Clinigence two-year audits and 2019 first quarter review, and to provide the necessary Clinigence financial pro formas to be included in this Information Statement.

On August 5, 2019, the parties respective legal counsel had a conference call to discuss the revisions to the draft of the Merger Agreement. On the same day Mr. Hosseinion and Ms. Luqman also had a conference call to discuss the revisions to the draft of the Merger Agreement. Key issues addressed included (1) the fiduciary out language and particularly the related termination fee, (2) the sufficiency of the Reverse Stock Split range, (3) the review of the iGambit disclosure schedules, and in particular the schedule of liabilities, and (4) the willingness of iGambit and HealthDatix management to accept stock as partial payment against deferred compensation.

From August 6 through August 7, 2019, respective legal counsel to the parties provided each other comments and revised versions of the draft of the Merger Agreement. On August 7, 2019, a draft of the Merger Agreement in substantially final form was circulated to the Board and advisor for review.

On August 7, 2019, the Board met to discuss the acceptance of the Merger Agreement. The Board reviewed the substantially final version of the proposed Merger Agreement including the material terms, conditions and provisions of the draft Merger Agreement and the structure of the proposed transaction. Following the discussion, the Board approved the Merger Agreement and adopted the resolution to approve the Merger as it was in the best interest of iGambit and its stockholders.

On August 8, 2019 iGambit entered into the Merger Agreement with Clinigence and Merger Sub. Also, on August 8, 2019, a Form 8-K was filed by iGambit with the Securities and Exchange Commission to announce that the Merger Agreement had been executed.

On September 24, 2019, Mr. John Salerno, the sole holder of Series A Preferred Shares and thus holder of the majority of our outstanding voting power, believing it to be in the best interests of the Company and its stockholders, approved the Merger.

Reasons for the Merger; Recommendation of iGambit’s Board of Directors

In its review the Board consulted with its management, legal and financial advisors, and reviewed a significant amount of information and considered a number of factors, including, among others, the following factors: (i) the information Clinigence provided regarding its technology, products and services, management experience and potential competitive position; (ii) the financial, operational, businesses and strategic objectives of Clinigence; (iii) the willingness of Clinigence to lend funds to iGambit prior to the Merger to pay off iGambit’s short term convertible debt and working capital; (iv) the current target markets proposed by Clinigence; (v) the consideration to be received by iGambit’s stockholders for the Merger; (vi) the terms, conditions and obligations of the Merger Agreement; (vii) possible alternative strategies and prospects for iGambit as an independent company and (viii) the financial condition and future prospects for iGambit.

Specifically, the iGambit Board considered that iGambit has not been able to adequately fund its HealthDatix subsidiary and achieve sustaining revenue, and this merger with Clinigence presented that opportunity through synergistic products and the same target market customers. The iGambit Board also considered that Clinigence's management has extensive experience in the health technology and related industry.

Clinigence’s founders have established relationships with leading healthcare companies, including, but not limited to Accountable Care Organizations (ACOs), Managed Services Organizations (MSOs), health plans, health systems, and physician practices. They have commercialized products in the space which the iGambit Board thought could be leveraged from a partnering perspective.

The iGambit Board further considered that Clinigence’s management has extensive experience in the successful growth and expansion of healthcare related companies in the public arena, most significantly, Clinigence’s Chairman, Dr. Warren Hosseinion’s success with Apollo Medical Holdings (NASDAQ: AMEH).

In addition, the Board considered the following challenges faced by iGambit as an independent company:

Having no other viable alternative, and having exhausted all opportunities presented over the previous eighteen months, the Board unanimously (i) determined that the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement are acceptable and in the best interest of iGambit’s stockholders, (ii) approved the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement, and (iii) recommended that iGambit’s stockholders vote to adopt and approve the Merger Agreement and the Merger.

Factors Relating to the Specific Terms of iGambit’s Merger Agreement with Clinigence:

The Merger will result in iGambit stockholders being diluted based on the Exchange Ratio, to approximately 15%, on a fully-diluted basis, of the outstanding equity of iGambit immediately following the Effective Time. The Board agreed that based on the current financial status of iGambit and the potential for future increased value in the shares resulting from Clinigence’s projected performance, that the Merger was a viable solution at the agreed upon Exchange Ratio.

The Merger provides for the $418,092.28 bridge loan to iGambit. Clinigence loaned iGambit $393,092.28 upon signing of the Letter of Intent for the Merger in the form of a promissory note until the Effective Date, on August 6, 2019, Clinigence loaned iGambit an additional $25,000 in the form of a promissory note until the Effective Date, and on September 12, 2019, Clinigence loaned iGambit an additional $25,000 in the form of a promissory note until the Effective Date.

iGambit engaged in extensive negotiation regarding the Exchange Ratio with Clinigence.

In the course of reaching the determinations and decisions and making the recommendation described above, iGambit’s Board of Directors, in consultation with iGambit’s senior management and outside advisors and outside legal counsel considered the risks and potentially negative factors relating to the Merger Agreement, the Merger and the other transactions contemplated thereby, including the following material factors:

The Board believes that, overall, the potential benefits to the iGambit Stockholders of the Merger Agreement and the Transactions contemplated thereby outweigh the risks and uncertainties.

THE MERGER AGREEMENT

The following is a brief summary of the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this Information Statement and is incorporated by reference into this summary. This summary may not contain all of the information about the Merger Agreement that is important to iGambit stockholders, and iGambit stockholders are encouraged to read the Merger Agreement carefully in its entirety. The legal rights and obligations of the parties are governed by the specific language of the Merger Agreement and not this summary.

The Merger

On August 8, 2019, iGambit, Inc. entered into an Agreement and Plan of Merger by and among iGambit, Clinigence, Merger Sub, and the Signing Stockholder.

The Merger Agreement provides for the Merger of Merger Sub with and into Clinigence. As a result of the Merger, Merger Sub will cease to exist, and Clinigence will continue as the surviving corporation in the Merger. After the Merger, the surviving corporation 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.

When the Merger Becomes Effective

Pursuant to the terms of the Merger Agreement, the Merger must be consummated by the outside date of November 30, 2019, which may be further extended by the parties, and the Merger will become effective at such time as a certificate of merger is duly filed with the Secretary of State of Delaware, unless a later date is specified therein.

Consideration to be Received Pursuant to the Merger

Each share of Clinigence Common Stock shall be converted solely into the right to receive a number of shares of iGambit Common Stock equal to the exchange ratio (the “Merger Consideration”).

At the Effective Time, all outstanding shares of Clinigence common stock will be converted solely into the right to receive a number of shares of iGambit common stock such that the holders of outstanding equity of Clinigence immediately prior to the Effective Time, will own approximately 85%, on a fully-diluted basis, of the outstanding equity, on a fully-diluted basis, of iGambit immediately following the Effective Time and holders of outstanding equity of iGambit immediately prior to the Effective Time, will own approximately 15%, on a fully-diluted basis, of the outstanding equity, on a fully-diluted basis, of iGambit immediately following the Effective Time.

Fractional Shares

No fractional shares of iGambit common stock will be issued by virtue of the Merger and any Clinigence stockholder entitled under the Merger Agreement to receive a fractional share of iGambit common stock will be rounded up to the next whole share.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of iGambit and Merger Sub, including representations and warranties relating to, among other things:

The Merger Agreement also contains customary representations and warranties of Clinigence, including representations and warranties relating to, among other things:

Additional Agreements

The Merger Agreement contains certain other agreements of the parties including, among other things, that:

Certain Fees and Expenses

At or prior to closing of the Merger, each of iGambit and Clinigence shall pay their respective fees and expenses incurred in connection with the Merger.

Closing Conditions of the Merger

iGambit and Clinigence’s respective obligations to complete the Merger are subject to the satisfaction or waiver of various conditions, including the following:

Conditions to Clinigence’s Obligations

Clinigence’s obligations to complete the Merger are also subject to various conditions, including the following:

Conditions to iGambit’s Obligations

iGambit’s obligations to complete the Merger are also subject to various conditions, including the following:

Termination

The Merger Agreement may be terminated at any time, but not later than the closing, as follows:

In the event that the Merger Agreement is terminated by iGambit, pursuant to the Fiduciary Out, iGambit shall (i) pay Clinigence $400,000, (ii) reimburse Clinigence all out of pocket expenses incurred by Clinigence in connection with the transactions contemplated herein, and (iii) repay the balance and accrued interest outstanding on promissory note in favor of Clinigence, the total sum amount of which shall be due and payable immediately upon such termination.

Expenses

Whether or not the Merger is consummated, all fees and expenses incurred in connection with the Merger including all legal, accounting, financial, advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the Merger, shall be the obligation of the respective party incurring such fees and expenses.

Effect of Termination

In the event of termination of the Merger Agreement prior to the Effective Time in accordance with the terms of the Merger Agreement, the Merger Agreement will become void, and there shall be no liability or further obligation on the part of iGambit and Clinigence other than:

Interest of iGambit’s Directors and Officers in the Merger

Our executive officers and members of our Board have interests in the merger action that are different from, or in addition to, the interests of our stockholders generally. The members of our Board were aware of these differing interests and considered them, among other matters, in evaluating and negotiating the transaction agreements and in recommending to the majority voting shareholder that he vote in favor of the Actions. These interests include, among other things:

No Appraisal Rights.

Under Delaware General Corporation Law, the Stockholders are not entitled to appraisal rights with respect to the Merger, and the Company will not independently provide Stockholders with any such right.

No Dissenters’ Rights

Under Delaware General Corporation Law, the Stockholders are not entitled to dissenters’ rights with respect to the Merger, and the Company will not independently provide Stockholders with any such right.

THE VOTING AGREEMENT

The voting agreement generally requires John Salerno to vote the shares of iGambit stock owned by him (or provide his written consent) in favor of the approval of the Merger Agreement and the Merger and against the approval of any proposal made in opposition to, or in competition with, the Merger Agreement or the Merger, including any Acquisition Transaction; unless the Merger Agreement is terminated pursuant to the Fiduciary Out. Also, during the period commencing on the Signing Date and ending at the Effective Time or the earlier termination of the Merger Agreement, Mr. Salerno is not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the shares of iGambit owned by him. Mr. Salerno is the sole holder of Series A Preferred Shares and thus holds the majority of iGambit’s outstanding voting power.

INFORMATION WITH RESPECT TO CLINIGENCE

Overview

Clinigence is a leading healthcare information technology company providing an advanced, cloud-based platform that enables healthcare organizations to provide value-based care and population health management. The Clinigence platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of each patient and provider and virtually unlimited insights into patient populations.

Clinigence is the culmination of the combination of Clinigence, LLC and QualMetrix, Inc. (“QualMetrix”), two advanced healthcare information technology companies, with Clinigence, LLC being a wholly owned subsidiary of Clinigence Holdings, Inc.

Clinigence, LLC, founded in 2010 and based in Atlanta, Georgia, is a pioneer in clinical quality reporting. Its solution integrates clinical and claims data across multiple electronic health record (EHR) systems to allow its customers to improve the quality of care of its patients, improve care coordination and to reduce cost. Started by a core team that had worked together in previous start-ups. The team has a long track record of health IT innovation and entrepreneurial success, collectively generating more than $1billion in stockholder value.

Clinigence, LLC believes it provides unique clinical business intelligence software-as-a-service (SaaS), and has a patent application pending. Clinigence, LLC empowers new value-based care delivery and payment models by liberating patient data and translating them into value metrics.

The Clinigence, LLC solution cost-effectively integrates clinical and financial data across all EHR systems and care settings and delivers comprehensive patient views and real-time, dynamic and predictive population reports critical to success in value-based payment.

While EHR adoption has skyrocketed over the past few years, clinical data remain locked in silos, highly variable and fragmented by transaction. Current information technology (IT) is designed to maximize transaction-based billing and is inadequate for population based reporting. Payers have access to cost and utilization data through claims and providers have access to EHR data, but neither stakeholder has been successful in putting the two together – the key to maximizing the value of care.

Clinigence, LLC has developed technology that efficiently integrates data from any source, normalizes and aggregates it by patient and classifies patients into any population defined by clinicians. To date, Clinigence, LLC has applied this technology to EHR and claims data. Clinigence, LLC has helped more than 1,000 practices, including some 15 accountable care organizations (ACOs) report and improve quality to maximize quality based payment. Clinigence, LLC is also helping its ACO customers reduce cost and improve care coordination.

Clinigence, LLC enables clinicians to identify patients in need of services, such as annual wellness visits and chronic care management, and proactively manage them to improve quality and maximize billings. Clinigence, LLC enables healthcare organizations to measure and improve quality and reduce the cost of care. The technology works seamlessly across networks of practices with disparate and diverse systems.

Clinigence, LLC has a pending patent application for its technology (U.S. Patent Application No. 15/882,688). Clinigence, LLC believes its technology is unique in two critical ways: (1) it efficiently integrates data from any EHR and claims sources; and (2) it enables clinicians to target any patient population and measure any clinical key performance indicator (KPI) in real time with no dependence on EHR vendors, IT or informatics staff.

Clinigence’s platform is currently in use by 14 Accountable Care Organizations (ACOs), 7 Managed Services Organizations (MSOs), 5 health plans, 35 hospitals, and over 8,000 individual providers, and hosting more than 9 million patient records.

QualMetrix, founded in 2013 and based in Miramar, Florida, is a population health analytics company that provides turnkey SaaS solutions that enable connected intelligence across the care continuum by transforming massive amounts of data into actionable insights.

The company’s solutions help healthcare organizations improve the quality and cost effectiveness of care, enhance population health management and optimize provider networks. QualMetrix enables risk-bearing healthcare organizations achieve their objectives on the path to value-based care.

QualMetrix’s platform automatically extracts and delivers targeted data insights from its cloud-based analytics engine directly to the workflows and technologies of its customers. This enhances end-user workflows with actionable analytics, seamlessly delivers data from disparate sources to the point of engagement, automates the delivery of data to ensure on-time access, and reduces dependency on non-essential applications from the end-user’s workflow. All of this allows the healthcare organization to enable population health management, manage cost and utilization, improve quality, identify gaps in care, risk stratify and target patients, increase collaboration among providers and to optimize network provider performance.

Clinigence, LLC and QualMetrix, Inc. have each developed what they consider leading technology in the provider and payer analytics markets respectively. As the healthcare industry continues to shift risk from payers to providers, the integration of these respective capabilities into a single platform has the potential to surpass the competition and create a leading solution for the value-based healthcare analytics market.

Population Health starts with a comprehensive view of each individual patient. Under the fee-for-service (FFS) model, payers bore all the risk. Payers’ attempts to control the cost of care over the past few decades have been stymied by their limited view of their members and their limited control over medical decisions. Under the same model providers had little knowledge of the cost of care and minimal (if not inverse) interest in reducing the total cost of care. Value-based Healthcare aims to transform this perverse paradigm.

Under Value-based Healthcare models, providers and payers share the risk for the total cost of care. The sharing of risk is creating an emerging market opportunity that is forecasted to accelerate in the coming years. Under Value-based Healthcare, providers must quickly develop the capacity to manage the total cost of care. At the same time, payers can no longer afford to be left out of the complete clinical picture of their members. On both sides, this trend creates nothing less than a struggle for survival. On the one hand, providers are engaging in “middle-man cutting” arrangements, such as provider-sponsored health plans and direct-to-employer contracts. On the other hand, payers are attempting to shift risk by forging shared- and full-risk contracts with providers.

Over the past eight years, Clinigence, LLC has developed technology and expertise that it believes uniquely helps providers manage the quality and clinical outcomes of care. Clinigence, LLC believes that a key differentiator of its technology is the ability to aggregate data from multiple diverse sources into comprehensive patient-centric records. At the same time, QualMetrix, Inc. has developed market-leading technology and expertise in the analysis of the total cost of care based on administrative (claims) data.

Clinigence’s platform is currently in use by 14 ACOs, 7 MSOs, 5 health plans, 35 hospitals, and over 8,000 individual providers, and hosting more than 9 million patient records.

(1) Avenue 4 Special Situations FU (Series 3) also owns warrants to purchase 856,000 shares of Clinigence Common Stock.

(2) 675,000 shares are restricted shares subject to vesting on the closing of the Merger on or before December 31, 2019. Dr. Warren Hosseinion also owns warrants to purchase 96,000 shares of Clinigence Common Stock.

(3) 270,000 shares are restricted shares subject to vesting on the closing of the Merger on or before December 31, 2019. Mihir Shah also owns warrants to purchase 12,800 shares of Clinigence Common Stock.

(4) Mark R. Fawcett also owns warrants to purchase 16,000 shares of Clinigence Common Stock.

Assets and Liabilities of Clinigence

As indicated below in Clinigence’s financial statements, as of June 30, 2019 Clinigence had total assets of $6,566,581 of which $1,612,588 is current assets which consist primarily of $827,692 in cash and cash equivalents, $282,953 in accounts receivable, $393,093 note to related party, $108,850 in other current assets, and, $4,953,993 of non-current assets which consist primarily of property, plant and equipment assets of $91,283, intangible assets of $1,606,789, $3,185,473 in goodwill and other non-current assets of $70,448. Clinigence had $1,734,911 in total liabilities consisting of $1,175,641 in accounts payable and accrued expenses, $195,882 in deferred revenue, $16,200 in a note payable to related party, $58,599 in notes payable and $288,589 in convertible notes payable.

CLINIGENCE HOLDINGS, INC.

CONDENSED CONSOLIDATED

PRO-FORMA STATEMENT OF OPERATIONS FOR THE

YEARS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

On March 1, 2019, the Company entered into a Contribution Agreement by and among Clinigence Holdings, Inc. (“Clinigence”), QualMetrix, Inc. (“QMX”), and the Members of Clinigence, LLC ( the “Contribution Agreement”) whereby Clinigence Holdings, Inc. (the “Company”) acquired all of the assets and operations and assumed all of the liabilities of QualMetrix, Inc. The Company acquired substantially all of the assets of QMX to further its SAAS-based offerings to its customers and expand into new markets. The goodwill is derived largely from the expected growth of the Company, as well as synergies and economies of scale expected from combining the operations of QMX with the Company. Pursuant to the Contribution Agreement, all of the outstanding Series A and Series B Preferred Stock and Common Stock of QualMetrix, Inc. totaling 34,726,659 shares were exchanged for 5,021,951 common shares of Clinigence Holdings, Inc. All outstanding shares of QualMetrix, Inc. immediately preceding its dissolution were treated as one class. On the date of the transaction, the shares of common stock issued to QualMetrix, Inc. had an estimated fair value of $0.83 per share.

The following table represents the fair value of the consideration paid allocated to the assets and liabilities acquired in applying the acquisition method for the completion of the QualMetrix, Inc. business combination:

The Company did not incur material acquisition costs associated with the Contribution Agreement.

In addition to the acquisition of QualMetrix, Inc., as part of the Contribution Agreement, 15,978,062 issued and outstanding member units of Clinigence, LLC were exchanged for 7,533,000 shares of common stock of Clinigence Holdings, Inc. All outstanding preferred member units, common member units, and incentive units of Clinigence, LLC immediately preceding the exchange were treated as one class.

Upon closing the Contribution Agreement, the convertible debt of Clinigence, LLC that is not repaid in full at Closing and holders of such Debt elect to convert such debt and any holders of warrants issued by Clinigence, LLC elect to exercise such warrants, Clinigence shall, to the extent permissible under applicable federal and state securities laws as reasonably determined by Clinigence, issue Clinigence Shares to the holders of such warrants and such debt in satisfaction thereof. As of June 30, 2019, previously outstanding convertible notes with an aggregate principal balance of approximately $600,000 were settled for cash payments of $200,000 and the conversion of aggregate principal of $400,000 into 638,718 shares of common stock.

The following unaudited pro forma condensed combined financial statements are presented to illustrate the effects of the acquisition of QualMetrix, Inc. on Clinigence Holdings, Inc. historical results of operations:

The historical condensed consolidated financial information of Clinigence Holdings, Inc. has been adjusted in the Unaudited Pro Forma Financial Information to give effect to pro forma events that are (1) directly attributable to the Acquisition, (2) factually supportable and (3) with respect to the consolidated statement of operations, expected to have a continuing impact on the combined results of Clinigence Holdings, Inc. and the Acquisition. The following unaudited pro forma condensed combined consolidated statements of operations (Unaudited Pro Forma Statements of Operations) have been prepared assuming the Acquisition had been completed on January 1, 2018, the first day of Clinigence Holdings, Inc.’s fiscal year. The Unaudited Pro Forma Financial Information has been adjusted with respect to certain aspects of the Acquisitions to reflect the consummation of the Acquisition.

The Unaudited Pro Forma Financial Information was prepared in accordance with the regulations of the United States Securities and Exchange Commission (SEC), and is not necessarily indicative of the financial position or results of operations that would have occurred if the Acquisition had been completed on the dates indicated, nor is it indicative of the consolidated future operating results or financial position of the Consolidated Company. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in connection with the Unaudited Pro Forma Financial Information. In accordance with Article 11 of Regulation S-X, a pro forma balance sheet is not required as the Acquisition has already been reflected in Clinigence Holdings, Inc.’s unaudited condensed consolidated balance sheet for the six months ended June 30, 2019.

The Unaudited Pro Forma Financial Information does not reflect events that may occur after the Acquisition, including, but not limited to, the anticipated realization of any ongoing savings from operating synergies. It also does not give effect to the costs necessary to achieve these savings and synergies.

A copy of the Clinigence LLC and QualMetrix Audited Financials for the Fiscal Years Ended December 31, 2017 and December 31, 2018 are attached as Annex A-1 and Annex A-2 to this Information Statement.

CLINIGENCE HOLDINGS, INC.

CONDENSED CONSOLIDATED