UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
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 1st, 2021 (September 1st, 2021)
iCoreConnect, Inc. |
(Exact Name of Registrant as Specified in Its Charter) |
Nevada
(State or Other Jurisdiction of Incorporation)
000-52765 |
| 13-4182867 |
(Commission File Number) |
| (IRS Employer Identification No.) |
529 E. Crown Point Road, Suite 250 Ocoee, FL |
| 34761 |
(Address of Principal Executive Offices) |
| (Zip Code) |
888-810-7706
(Registrant’s Telephone Number, Including Area Code)
13506 Summerport Village Pkwy #160, Windermere, FL 34786
(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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
On September 1, 2021, iCoreConnect Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, the completion of its acquisition of substantially all of the assets and business of Spectrum Technology Solutions, LLC, (“STS”), an Arizona limited liability company.
The Company is filing this Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) to amend the Original Form 8-K to include (i) unaudited financial statements of STS as of June 30, 2021 and for the six months ended, June 30, 2021 and 2020, (ii) audited financial statements of STS as of, and for the years ended, December 31, 2020 and 2019, and (iii) unaudited pro forma condensed combined financial information of the Company giving effect to the asset acquisition, required by Items 9.01(a) and 9.01(b) of Form 8-K. This Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filings, nor does it reflect events that may have occurred subsequent to the filing dates of the Original Filings.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
1. The unaudited financial statements of STS and the notes thereto, as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 are included as Exhibit 99.3 hereto and are incorporated herein by reference.
2. The audited financial statements of STS and the notes thereto, as of, and for the years ended, December 31, 2020 and 2019, are included as Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the asset acquisition, is included in Exhibit 99.4 hereto and is incorporated herein by reference:
1. Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021;
2. Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2021; and
3. Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2020.
(d) Exhibits
Exhibit No. |
| Description |
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| Unaudited Pro Forma Condensed Combined Financial Information. | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| iCoreConnect, Inc. |
| |
| (Registrant) |
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Dated: August 2, 2022 | By: | /s/ Robert McDermott |
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| Robert McDermott |
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| President and Chief Executive Officer |
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| By: | /s/ Archit Shah |
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| Archit Shah, Chief Financial Officer |
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| (Principal Financial and Accounting Officer) |
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| 3 |