8-K

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): September 14, 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

Not applicable

(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 3.02. Unregistered Sales of Equity Securities.

Between September 14, 2023 and September 17, 2023, iCoreConnect, Inc. (the “Company”) and certain investors entered into stock purchase agreements (the “Purchase Agreements”) pursuant to which the investors purchased an aggregate of 46,500 shares of the Company’s Series A preferred stock at a purchase price of $10.00 per share. The Series A preferred stock is convertible into shares of Company common stock at a conversion price (“Conversion Price”) of $10.00 per share; provided that the Conversion Price shall be reset to the lesser of $10.00 or 20% above the simple average of the volume weighted average price on the 20 trading days following 12 months after August 25, 2023; provided further that such Conversion Price shall be no greater than $10.00 and no less than $2.00 and subject to appropriate and customary adjustment.

The Series A preferred stock were 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 as transactions not involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. No underwriting discounts or commissions were paid in connection with the offering of the securities.

The representations, warranties and covenants contained in the Purchase Agreements were made solely for the benefit of the parties to the Purchase Agreements. In addition, such representations, warranties and covenants: (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the form Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit Description
10.1	Form of Stock Purchase Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: September 19, 2023	By:	/s/ Robert McDermott
	Name:	Robert McDermott
	Title:	President and Chief Executive Officer

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EX-10.1

EXHIBIT 10.1 

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of September            , 2023 by and among iCoreConnect, Inc. (the “Company”) and                                                (“Buyer”).

WHEREAS, the Company has agreed to sell                                shares of its Series A convertible preferred stock (the “Series A Preferred Stock”), and Buyer has agreed to purchase the Series A Preferred Stock from Seller;

NOW, THEREFORE, for the above reasons, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Buyer hereby agree as follows:

1. PURCHASE AND SALE OF SERIES A PREFERRED STOCK.

1A. Purchase and Sale of Series A Preferred Stock. Subject to the terms and conditions of this Agreement, Buyer agrees to purchase from the Company, and the Company agrees to sell to Buyer,                                     shares of Series A Preferred Stock, at a price equal to $10.00 per share for a total purchase price of $                              (the “Purchase Price”). The Purchase Price shall be payable to the Company. 

1B. Purchase Closing; Deliveries. Upon execution of this Agreement, the Buyer shall pay the Purchase Price for the Series A Preferred Stock to the Company, and the Company shall instruct its transfer agent to issue the Series A Preferred Stock to the Buyer in book-entry.

2. REPRESENTATIONS AND WARRANTIES.

2A. Representations of the Company. The Company represents and warrants to Buyer as of the date hereof as follows:

(I) The Company has the full right, power and authority to enter into this Agreement and to issue the Series A Preferred Stock, and this Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and general principles of equity. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly authorized and no other proceedings or consents on the part of the Company or any other person are necessary to authorize the execution, delivery or performance of this Agreement by the Company;

(ii) Upon receipt of the Purchase Price and issuance of the Series A Preferred Stock . the Series A Preferred Stock will be duly authorized, validly issued, and non-assessable.

2B. Representations of Buyer. Buyer represents and warrants to the Company as of the date hereof as follows:

(I) Buyer has the full right, power and authority to enter into this Agreement and to purchase the Series A Preferred Stock from the Company hereunder, and this Agreement constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and general principles of equity. The execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly authorized and no other proceedings or consent on the part of Buyer or any other person are necessary to authorize the execution, delivery or performance of this Agreement by Buyer.

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(ii) Buyer is an “accredited investor” as defined in Section 2(15) of the Securities Act of 1933, as amended (“Securities Act”) and in Rule 501 promulgated thereunder. Buyer is acquiring the Series A Preferred Stock for Buyer’s own account for investment purposes only and not with a view to the resale or distribution of such shares within the meaning of the Securities Act. Buyer acknowledges that it can bear the entire economic risk of the investment in the Series A Preferred Stock for an indefinite period of time because, among other reasons, the Series A Preferred Stock has not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Buyer authorizes the Company to place a restrictive legend on the Series A Preferred Stock. Buyer is knowledgeable about and experienced in investments in the equity securities of NASDAQ traded companies, including early-stage companies. Buyer is not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.

(iii) Buyer acknowledges that it has had the opportunity to review this Agreement and all reports, schedules, forms, statements and other documents filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended, and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Series A Preferred Stock and the merits and risks of investing in the Series A Preferred Stock; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Buyer acknowledges and agrees that neither the Company nor any affiliate of the Company has provided such Buyer with any information or advice with respect to the Series A Preferred Stock nor is such information or advice desired. Neither the Company nor any affiliate of the Company has made or makes any representation as to the Company or the quality of the Series A Preferred Stock. In connection with the issuance of the Series A Preferred Stock to Buyer, neither the Company nor any of its affiliates has acted as a financial advisor or fiduciary to Buyer.

3. MISCELLANEOUS.

3A. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3B. Entire Agreement. This Agreement, including the Recitals hereto which are hereby incorporated by reference herein, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof.

3C. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Florida (excluding any conflict of laws rules which would otherwise cause this agreement to be construed or enforced in accordance with, or the rights of the parties to be governed by, the laws of any other jurisdiction). Any action arising out of this Agreement shall be brought exclusively in a court of competent jurisdiction in Orange County, Florida, and the parties hereby irrevocably waive any objections they may have to venue in Orange County, Florida.

3D. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written.

iCoreConnect, Inc.

                             , the Buyer

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XML

Cover	Sep. 14, 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	Sep. 14, 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
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