UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 29, 2022
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 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)
________________________________________________
(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))
Item 1.01. Entry Into a Material Definitive Agreement
On July 29, 2022, iCoreConnect, Inc., a Nevada corporation (the “Company”), entered into a promissory note (the “Promissory Note”) with Gary Boyer in exchange for $500,000. The maturity of the Promissory Note is six months from date of issuance and carries and interest rate of 15% per annum. The Promissory Note is subject subordination to the Company’s senior lender. In conjunction with the Promissory Note, the Company also issued a warrant to purchase 175,000 shares of common stock (the “Warrants”) which expires five years from the date of issuance and has an exercise price of $0.20 for 87,500 warrants and $0.25 for 87,500 warrants.
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 Warrants, and the shares issuable upon exercise of the Warrants 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 as transactions not involving a public offering 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.
(d) Exhibits
Exhibit No. |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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) | |||
| Dated: July 29, 2022 | By: | /s/ Robert McDermott | |
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| Robert McDermott | |
President and Chief Executive Officer | |||
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