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 13, 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

 

(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.

 

On October 13, 2023, iCoreConnect, Inc. (the “Company”), entered into a promissory note with an issue date of October 13, 2023 (the “Promissory Note”) with an accredited investor in exchange for $350,000. The maturity of the Promissory Note is May 13, 2024 and carries an interest rate of 12% per annum and is initially convertible into Company common stock at a conversion rate of $2.01 per share. In conjunction with the Promissory Note, the Company also issued a five-year warrant to purchase 24,500 shares of Company common stock with an exercise price of $2.21 (the “Warrant”).

 

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

 

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

 

The Promissory Note and the Warrant, and the shares issuable upon conversion of the Promissory Note and the exercise of the Warrant are being sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act as sales to an accredited investor, and in reliance on similar exemptions under applicable state laws.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit Number

 

Description

 

 

 

4.1

 

Form of Warrant

4.2

 

Form of Common Stock Purchase Warrant

10.1

 

Form of Securities Purchase Agreement

104

 

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

 

 

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 19, 2023

By:

/s/ Robert McDermott

 

 

Name:

Robert McDermott

 

 

Title:

President and Chief Executive Officer

 

 

 

3

 

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Cover
Oct. 13, 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. 13, 2023
Entity Ex Transition Period false
Entity File Number 001-41309
Entity Incorporation State Country Code DE
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
Security 12b Title Common stock, par value $0.0001 per share
Trading Symbol ICCT
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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