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 | 000-53862 | 11-3363609 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1050
W. Jericho Turnpike, Suite A
Smithtown, New York |
11787 | |
| (Address of principal executive offices) | (Zip Code) |
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 | Press Release related to Announcement of Letter of Intent dared June 14, 2018 |
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.
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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 | iGambit Inc. | |
| By: | /s/ Elisa Luqman | |
| Elisa Luqman | ||
| Chief Financial Officer |
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Winpoint Health LLC and iGambit Inc. sign Letter of Intent for iGambit Inc. to acquire Winpoint Health LLC
SMITHTOWN, N.Y., June 19, 2018 (Globe Newswire) iGambit, Inc. (OTCBB: IGMB) is pleased to announce that it has entered into a Letter of Intent (“LOI”) with Winpoint Health LLC.
The acquisition of Winpont Health LLC offers strategic synergies with our HealthDatix Inc. subsidiary, providing a new and unique opportunity for physicians to identify patients eligible for Annual Wellness Visits as well as Chronic Care Management, both of which are reimbursed by Medicare.
Winpoint Health is a New York-based chronic care management service company that monitors patients between office visits by leveraging both first-in-class technology and a fully trained clinical team of healthcare professionals.
HealthDatix identifies the patient’s eligibility for Medicare-reimbursed doctor visits to access and assist in the well-being and cultivation of a healthy lifestyle. Our WellDatix Annual Wellness Visit provides a comprehensive preventive care plan including all the preventive screening and services a patient requires to maintain a healthy, balanced life. By implementing HealthDatix’s superior Medicare-recommended care plan alongside Winpoint Health’s care managers to execute first in-class patient care delivery, we can ensure the patient is on track for reduced chronic condition episodes while lowering their cost of care.
The HealthDatix AWV/HRA also identifies those patients who require additional monitoring to improve their health. Our BioDatix Wristband wearable medical monitor offers round-the-clock monitoring, passively collecting data without affecting the patient’s routine. Utilizing the Winpoint care team and the BioDatix WristBand, patients are provided a clear path to improved health and lower out-of-pocket costs.
By implementing an effective technology-driven oversight and compliance program, our solution can drastically reduce the number of hospitalization rates, re-hospitalization rates, and augment nursing home placement. This approach will also greatly reduce overall medical spending.
John Salerno, Chairman of iGambit stated: We are very excited on this merger, it is a logical next step that creates substantial value for our customers and the stockholders of HealthDatix and Winpoint Health. It not only benefits patients and healthcare providers, but it expands the market reach for both entities creating a powerhouse of healthcare technology and a fluid patient delivery system.
Isaac Levy, of Winpoint stated:” “We are excited to combine our innovative white label chronic care management solution with the powerful healthdatix platform.”
The growth potential is well-documented. Eighty percent of Medicare beneficiaries have two or more chronic conditions, which is the qualifying criteria to enroll in Chronic Care Management (CCM) program. Over 71 cents of every healthcare dollar in the US is spent on those with multiple chronic conditions. The Centers for Medicare and Medicaid Services (CMS) is projecting that number of total beneficiaries to skyrocket close to 80 million by 2030.
The global wearable medical devices market size was valued at USD 3.9 billion in 2014 and is expected to grow with a CAGR of 28% over the forecast period. Increasing demand for technologically advanced wearable medical devices, rising awareness regarding physical fitness, advent of new smartphone-linked healthcare applications, and growing demand for wireless connectivity in the healthcare industry are the key factors propelling the overall industry. The BioDatix WristBand will be paired with our FDA-approved Electronic House Call as an additional leading-edge digital patient monitoring program for the Winpoint Health chronic care program. We anticipate it to be fully deployed by end of next quarter.
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
.
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.
iGambit Inc. estimates a closing within 60-90 days from the signing of the Letter of Intent and the commencement of due diligence.
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 shareholders, if required, and definitive documentation.
A copy of the Form 8-K report may be accessed at www.sec.gov .
About HealthDatix
Healthy, Longer Lives, that’s our mission. Within the population of any group or organization there are people who are healthy and those that are at risk. Our mission is to aggregate their data and deliver accurate reporting necessary to make vital decisions on a course of treatment or education for those at risk. We empower you with the data needed to negotiate future health costs. We’re helping to shape the future of our nation’s health care system, with robust leveraging of technology that delivers value-based healthcare and payment without extra staff or additional efforts on the part of the caregiver. Our proprietary data analytics management uncovers new opportunities for health wellness visits and 24/7/365 monitoring of people with chronic conditions. For more information, please visit www.healthdatix.com .
About Winpoint Health, LLC
Winpoint Health, LLC combines technology, services, and our unique personal touch to deliver customized scalable plans to benefit both the provider and the patient. Our white labeled Chronic Care Management turnkey solution seamlessly enables a healthcare provider to increase its annual revenue and extend its patients’ office care into their homes with no upfront costs to either party, while empowering patients to take a more active role in managing their health. For more information, please visit www.winpointhealth.com
iGambit (OTCBB: IGMB) is a fully reporting publicly-held company. For more information, please visit www.igambit.com . Information on our web-site does not comprise a part of this press release.
Safe Harbor:
Certain statements and information included in this press release constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Act of 1995. When used in this press release, the words or phrases "will likely result," "expected to," "will continue," "anticipated," "estimate," "projected," "intends," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, including but not limited to, economic conditions, dependence on management, dilution to shareholders, lack of capital changes in laws or regulations, the effects of rapid growth upon the Company and the ability of management to effectively respond to the growth, demand for products and services of the Company, newly developing technologies, its ability to compete, conflicts of interest related to party transactions, regulatory matters, protection of technology, lack of industry standards, the effects of competition, and the ability of the Company to obtain additional financing. Such factors could materially adversely affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed within this press release.
Contact:
Bill Robertson
Ph. No. 604 837 3835