Accountable Healthcare America Inc. entered into a letter of intent to acquire Clinigence Holdings, Inc. (OTCPK:IGMB.D) in a reverse merger transaction on November 5, 2019. Accountable Healthcare America Inc. entered into an agreement and plan of merger to acquire Clinigence Holdings, Inc. in a reverse merger transaction on February 25, 2021. Under the terms of the transaction, Clinigence Holdings, Inc. shall issue newly-issued shares of common stock, on a fully-diluted pro rata basis, to the equity holders of Accountable Healthcare America Inc., such that upon closing, the former equity holders of Accountable Healthcare America Inc. will own 80% of the resulting issuer and the former equity holders of Clinigence Holdings, Inc.'s shall own 20%, in each case on a fully-diluted, as converted basis. Following closing, Clinigence Holdings, Inc. will change its name to a new name that is mutually acceptable to Clinigence Holdings, Inc. and Accountable Healthcare America Inc. and apply to the Financial Industry Regulatory Authority (FINRA) to change its ticker symbol. If either Clinigence Holdings, Inc. or Accountable Healthcare America Inc. terminates the letter of intent before the expiration date of January 31, 2020 for any reason other those specified or a upon the discovery by the terminating party during pre-merger diligence of information regarding the non-terminating party that would reasonably have a material adverse effect on the transaction and that the terminating party did not have knowledge of as of the date of letter of intent, then the terminating party shall pay $0.1 million to the non-terminating party. The combined company will be renamed Accountable Healthcare America and will apply for a new ticker symbol.

Following closing, the Board of Directors of the resulting entity shall consist of 10 individuals. Warren Hosseinion, current Chairman of Clinigence Holdings, Inc., and Fred Sternberg, current Chief Executive Officer (CEO) and Chairman of Accountable Healthcare America Inc., will serve as Co-CEO's and Co-Executive Chairmen of the combined company. Jacob “Kobi” Margolin, current CEO of Clinigence Holdings, Inc., and Andrew Barnett, current Executive Vice President of Corporate Development of Accountable Healthcare America Inc., will serve as Co-Presidents. Mike Bowen, current Chief Financial Officer (CFO) of Accountable Healthcare America Inc., will continue as CFO of the combined entity. Elisa Luqman, current CFO of Clinigence Holdings, Inc., will serve as Chief Operating Officer. Hymin Zucker, current Chief Medical Officer (CMO) of Accountable Healthcare America Inc., will continue in this role and Lawrence Schimmel, current CMO of Clinigence Holdings, Inc., will serve as the Chief Medical Information Officer of the combined company. Eddie Fernandez will serve as VP Finance/Controller of the combined company.

The transaction is subject to various conditions to closing, including the requisite corporate approvals of Clinigence Holdings, Inc. and Accountable Healthcare America Inc., Clinigence Holdings, Inc. obtaining a satisfactory fairness opinion and the preparation of definitive documentation. The definitive agreement shall be further subject to all material third-party consents, permits, licenses and other approvals identified in due diligence having been obtained, receipt of required FINRA approvals, subject to any listing requirements of Nasdaq or NYSE American requiring additional years of audited financial statements, Accountable Healthcare America Inc. having completed 2 years of audited financial statements and  holders of that percentage of outstanding shares of Accountable Healthcare America Inc. as mutually agreed by the parties having entered into lock up agreements. The transaction is also subjected to execution of Exchange Agent Agreement and Lock-Up Agreements, all consents of governmental authorities, approval by shareholders of Accountable Healthcare America, Accountable Healthcare America shareholders' agreement shall have been terminated, Accountable Healthcare America Series A stock purchase agreement and the Accountable Healthcare America series C stock purchase agreement shall have been terminated.
The letter of intent was approved by the Boards of Directors of both Clinigence Holdings, Inc. and Accountable Healthcare America Inc. Clinigence Holdings, Inc. and Accountable Healthcare America Inc. intend to sign a definitive merger agreement prior to December 31, 2019. The transaction is expected to be completed during the first quarter of 2020.

As of February 4, 2020, the two companies were on the verge of executing a definitive merger agreement two weeks ago when they received a confidential Letter of Intent to acquire both companies as well as the roll-up acquisitions from a Nasdaq-listed Company. The Boards of Directors of both companies made a decision to execute the Letter of Intent with the Nasdaq-listed Company and to proceed with the process of combining into the Nasdaq-listed Company. The process is expected to take 4-6 months to complete but could take longer. Also, there can be no assurance that the proposed transaction with the Nasdaq-listed Company will occur at all. In the event that the transaction with the Nasdaq-listed Company does not occur, Clinigence and AHA currently intend to then complete their previously announced merger. As of February 4, 2020, Clinigence and Accountable Healthcare intend to sign definitive business combination agreements with the Nasdaq-listed Company within the next 30-60 days, if possible. Closing of the transaction will be subject to certain closing conditions, including but not limited to AHA and the target roll-up acquisitions having two years of consolidated audited financials, as well as a proxy filing and approval of the transaction by the Nasdaq-listed Company's shareholders. The agreement and plan of merger has been unanimously approved by board of directors of Accountable Healthcare America and Clinigence. As on February 4, 2020, Clinigence and AHA currently expect to seek to close the transaction with the Nasdaq-listed Company during the third quarter of 2020. Joel Mayersohn of Dickinson Wright PLLC acted as legal advisor to Accountable Healthcare America and Clinigence.