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) October 5, 2023

 

iCoreConnect Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-41309

 

86-2462502

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

529 Crown Point Road, Suite 250

Ocoee, FL

 

34761

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (888) 810-7706

 

FG Merger Corp.

(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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbols(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

ICCT

The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

As previously disclosed, on September 1, 2023, iCoreConnect, Inc., a Delaware corporation (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Preferred Dental Development, LLC (the “Seller”). The Seller was engaged in the business of providing dental billing and claims services. Pursuant to the Agreement, the Company purchased the assets of the Seller utilized in the Seller’s business. As consideration for the acquired assets: (i) the Company paid to Seller $1,200,000 in cash, and (ii) the Company agreed to issue to Seller $400,000 worth of shares of Company common stock at $10.00 per share totaling 40,000 shares. The shares of Company common stock will be issued to the Seller pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

On October 5, 2023, the Company and Seller entered into an amendment to the Agreement pursuant to which the parties agreed that in satisfaction of the payment of the cash consideration set forth above, the Company would deliver to the Seller a promissory note and the amount of $1.2 million bearing an interest rate of 12% per annum payable on October 31, 2023.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

The information in Item 1.01 above is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information in Item 1.01 above is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit Number

 

Description

2.1*

 

Asset Purchase Agreement dated September 1, 2023 between iCoreConnect, Inc. and Preferred Dental Development, LLC (incorporated by reference to exhibit 2.1 of the Form 8-K filed September 7, 2023)

10.1

 

First Amendment dated October 5, 2023 to Asset Purchase Agreement between iCoreConnect, Inc. and Preferred Dental Development, LLC

104

 

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

 

iCoreConnect Inc.

(Registrant)

 

 

 

 

 

Dated: October 11, 2023

By:

/s/ Robert McDermott

 

 

Name:

Robert McDermott

 

 

Title:

President and Chief Executive Officer

 

 

 

3

 

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Cover
Oct. 05, 2023
Cover [Abstract]  
Entity Registrant Name iCoreConnect Inc.
Entity Central Index Key 0001906133
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Oct. 05, 2023
Entity Ex Transition Period false
Entity Incorporation State Country Code DE
Entity File Number 001-41309
Entity Tax Identification Number 86-2462502
Entity Address Address Line 1 529 Crown Point Road
Entity Address Address Line 2 Suite 250
Entity Address City Or Town Ocoee
Entity Address State Or Province FL
Entity Address Postal Zip Code 34761
City Area Code 888
Local Phone Number 810-7706
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common stock, par value $0.0001 per share
Trading Symbol ICCT
Security Exchange Name NASDAQ
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