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 19, 2024

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On September 19, 2024, iCoreConnect, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”), which Special Meeting was originally convened on September 16, 2024 and adjourned to September 19, 2024. As of July 18, 2024, the record date for the Special Meeting, there were 10,257,432 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 5,249,670 shares, or 51.17%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of Company common stock are entitled to one vote for each share held. The proposals are described in greater detail in the Definitive Proxy Statement of the Company (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2024, the relevant portions of which are incorporated herein by reference. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting.

 

Each of the proposals summarized below were approved by the Company’s stockholders.

 

Proposal 1. The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to 11,203,700 shares of Company common stock upon the exercise of certain warrants issued on July 31, 2024 in a private placement, as described in more detail in the Proxy Statement, by the following vote:

 

Votes For

 

 

Votes Against

 

 

Abstain

 

5,191,333

 

 

 

57,552

 

 

 

785

 

 

Proposal 2. The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of all of the shares of Company common stock upon conversion of an amended convertible note, amended as of August 13, 2024, as described in more detail in the Proxy Statement, by the following vote:

 

Votes For

 

 

Votes Against

 

 

Abstain

 

5,150,392

 

 

 

98,473

 

 

 

805

 

 

Proposal 3. The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of all of the shares of Company common stock issuable pursuant to the Strata Purchase Agreement dated August 16, 2024 with Clearthink Capital Partners, LLC, as described in more detail in the Proxy Statement, by the following vote:

 

Votes For

 

 

Votes Against

 

 

Abstain

 

5,156,739

 

 

 

92,146

 

 

 

785

 

 

Proposal 4. The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of all of the shares of Company common stock upon conversion of convertible notes dated August 1, 2024 issued in connection with the exchange and/or extension of certain outstanding indebtedness of the Company, as described in more detail in the Proxy Statement, by the following vote:

 

Votes For

 

 

Votes Against

 

 

Abstain

 

5,156,726

 

 

 

92,123

 

 

 

821

 

 

Proposal 5. The Company’s stockholders approved an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the above proposals, as described in more detail in the Proxy Statement, by the following vote:

 

Votes For

 

 

Votes Against

 

 

Abstain

 

5,210,076

 

 

 

38,836

 

 

 

758

 

 

Other than the five proposals summarized above, no other item of business was submitted at the Special Meeting for stockholder action.                                   

 

 

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: September 20, 2024

By:

/s/ Robert McDermott

 

 

Name:

Robert McDermott

 

 

Title:

President and Chief Executive Officer

 

 

 

3

 

v3.24.3
Cover
Sep. 19, 2024
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. 19, 2024
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
FG Merger (NASDAQ:FGMCU)
Historical Stock Chart
From Sep 2024 to Oct 2024 Click Here for more FG Merger Charts.
FG Merger (NASDAQ:FGMCU)
Historical Stock Chart
From Oct 2023 to Oct 2024 Click Here for more FG Merger Charts.